Reply SpA

Income statement
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Annexed tables
Note 36 - Significant non-recurring transactions
Pursuant to the Consob communication no. 6064293 of 28 July, 2006, there were no significant non- recurring
transactions carried out by Reply S.p.A. in 2010.
Note 37 - Transactions resulting from unusual and/or abnormal operations
Pursuant to the Consob communication no. 6064293 of July 28, 2006, Reply S.p.A has not taken part in any
unusual and/or abnormal operations as defined in that Communication, under which unusual and abnormal transactions
are those which because of their significance or importance, the nature of the parties involved, the object of the
transaction, the means of determining the transfer price or of the timing of the event (close of the year end) may give
rise to doubts regarding the accuracy/completeness of the information in the financial statements, conflicts of interest,
the safeguarding of the entity’s assets or the protection of minority interests.
Note 38 - Guarantees, commitments and contingent liabilities
Guarantees
Guarantees and commitments where existing, have been disclosed at the item to which they refer.
Commitments
As described at the paragraph “Significant events” on April 14, 2010 he Board of Directors of Reply S.p.A. and
the Management Board and Supervisory Board of Syskoplan AG resolved the finalization of a Domination Agreement
between Syskoplan AG, dominated company and Reply S.p.A., dominating company, by which Reply S.p.A. can exercise
the operational control of the company through the Management Board that will respond to Reply S.p.A.’s Board
of Directors.
The agreement provides that Reply shall assume the following obligations upon registration of the
agreement with the commercial register of Syskoplan AG foreseen by the end of August 2010:
(i) Reply is obliged to compensate syskoplan for each annual net loss that would otherwise arise during the term of the
agreement, unless such loss is compensated for by withdrawing amounts from other profit reserves which have been
allocated thereto during the agreement;
(ii) if and to the extent that the annual dividends actually paid by syskoplan per financial year falls short of the Guaranteed
Dividend, Reply will pay to each Minority Shareholder of syskoplan the corresponding difference;
(iii) upon request of a Minority Shareholder, Reply shall acquire his shares in return for a cash consideration (8,19
Euros), within the term of three months after the date on which the commercial register of syskoplan has been announced
in accordance with Sec 10 of the German Commercial Code (HGB);
(iv) upon request of a Minority Shareholder, Reply shall acquire his shares in return for a cash consideration, within the
term of two months after the date on which the agreement has expired and notice has been given to the commercial
register in accordance with Sec 10 of the German Commercial Code (HGB).
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