Buongiorno Spa Interim Report as of March 31, 2009

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efinancing of the preexisting debt of the acquired company and the Group. The original sum of Euro 115 million has been partially repaid (Euro 15 million). The loan was disbursed on December 28, 2007 and had a maturity of 12 months, which was extended for an additional six months, for the amount of Euro 100 million. The loan was secured by shares of the acquired company, iTouch, and several operating companies within the Buongiorno Group; the loan agreement also calls for compliance with certain covenants. These covenants are: ‐ the ratio of Consolidated Gross Operating Margin (EBITDA) to Consolidated Net Borrowing Costs; ‐ the ratio of Consolidated Net Financial Debt to Consolidated Gross Operating Margin; ‐ the ratio of Consolidated Net Financial Debt to Consolidated Equity. Said covenants were complied with at all quarterly measurements conducted from March 2008 to the reporting date. The decision to finance the acquisition of iTouch through a short-term loan that may be renegotiated through the end of the first half of 2009 was made by assessing the expedience of being able to combine the financial resources already offered by Group companies and those generated by operations during the period with the flexibility provided by the possibility of renegotiating the debt as a function of the effective operating requirements. In April 2009, the Buongiorno Group signed a binding agreement with a pool of banks headed by Banca IMI (Intesa Sanpaolo Group) that provides for the granting of a new multi-year loan of Euro 87 million. The loan is expected to be made at the end of June following the signing of the final contract, which is currently being negotiated, and the finalization of the standard guarantees. The new loan is divided into a five-year, Euro 67 million senior loan with payments due every six months (Tranche A) and a Euro 20 million revolving credit facility, also with a duration of five years, with early repayment possible starting the fourth year after the issuance date (Tranche B). For Tranche A, for which interest payments are deferred, the interest rate is calculated as a margin over the six-month EURIBOR; for Tranche B, it is calculated as a margin over the EURIBOR for the draw-down period. The spread may change every six months as a function of a price grid with a reward to be defined on the basis of the performance of the Debt/EBITDA ratio. The new loan is also subject to certain standard covenants. The reason for the new loan is to allow the Bridge Loan issued by the Intesa Sanpaolo Group to Buongiorno SpA for the acquisition of the iTouch Group to be repositioned as medium- to long-term loan and to fund the working capital of Buongiorno SpA. The current portion of bank borrowings (Euro 2.1 million) represents the part of bank debt maturing in one year contracted from Italian banks (Credito Emiliano and Medio Credito Centrale – Unicredit banking group) and Simest, a financial company involved in the development and promotion of Italian companies outside of Italy. Buongiorno SpA Interim Report as of March 31, 2009 18
Other current financial liabilities amounted to Euro 3.2 million and consist mainly of amounts due in relation to recent mergers and acquisitions. Specifically, this item is broken down as follows: - Euro 2.4 million due to the former Axis Mundi SA (By-Cycle group) shareholders in relation to the deferred payment of the sale price and earn-out clauses provided in the acquisition contract. - Euro 0.1 million payable to former iTouch Ventures Limited shareholders as established at the closing of the transaction. - Financial payables to Pajala BV in the amount of Euro 0.7 million arising on the acquisition of the minority stake in the South African company iTouch South Africa Ltd; The Company’s medium/long-term financial debt at March 31, 2009 amounted to Euro 5.5 million (Euro 7.2 million at December 31, 2008), mainly consisting of: - the remaining balance of the convertible bond (Euro 1.0 million compared to an original value of Euro 12 million) underwritten on September 22, 2005 by Mitsui & Co Ltd and Banca IMI and maturing in 2010. The balance at March 31, 2009 refers to the amount held by Banca IMI, net of the value of the underlying option; - the approximately Euro 0.4 million long-term, fixed-rate loan issued at a subsidized rate by Simest SpA (as per Italian Law 394/81 on internationalization projects); - Euro 1.6 million representing the medium-term portion of the floating-rate loan issued by Credito Emiliano SpA in the total amount of Euro 3.0 million; - Euro 2.6 million long-term representing the medium/long-term portion of the unsecured loan issued by MCC SpA (Unicredit banking group) in the total amount of Euro 5.0 million; 5. Significant Events During the Quarter On March 16, Buongiorno SpA’s Board of Directors reviewed the Draft Annual Report for the year ended December 31, 2008. On the same date, the Board of Directors voted to request that the Shareholders' Meeting authorize the Board to buy back and sell treasury shares. The proposal envisages the Board of Directors to repurchase up to 10,000,000 ordinary Buongiorno shares at a par value of Euro 0.26 each (approximately 9.4% of the Company's share capital) on one or more occasions on a revolving basis up to the approval of the financial statements for the year ending December 31, 2009, or in the 18 months following the authorization given by the Shareholders’ Meeting. On March 24, 2009, during its presentation to the financial community at the 2009 STAR Conference, Buongiorno SpA announced its priorities for the current year and next few years and disclosed its preliminary results for the first two months of 2009. Buongiorno SpA Interim Report as of March 31, 2009 19
Page 1 and 2: Buongiorno SpA Interim Report as of
Page 3 and 4: 1. Company Boards Board of Director
Page 5 and 6: 3. Principles Adopted for the Conso
Page 7 and 8: During the quarter ended March 31,
Page 9 and 10: Market Trend and Group Performance
Page 11 and 12: peoplesound has become universal an
Page 13 and 14: BREAKDOWN OF REVENUES BY BUSINESS L
Page 15 and 16: EARNINGS PER SHARE 03.31.2009 03.31
Page 17: The increase compared to the end of
Page 21 and 22: ANNEX A: Breakdown of Sales by Geog
Page 23 and 24: LIST OF COMPANIES INCLUDED IN CONSO

Buongiorno Spa Interim Report as of March 31, 2009

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