Reply SpA

Statutory Auditors’ report to the Shareholders
pursuant to art. 153 Of Italian legislative decree no. 58/1998 and art. 2429,
paragraph 2 of the Italian civil code in relation to the separate financial
statements as at December 31, 2010
To the Shareholders,
before performing our duties we would like to commemorate Mr. Sergio Ingegnatti and express our condolences for
his premature death on January 22, 2011.
* * *
The members of the Board of Statutory Auditors have respected and timely notified the cumulative limits imposed by art.
144-terdecies of Regolamento Emittenti Consobno. 11971 with regards to other positions held as statutory auditors.
Pursuant to art. 153 of the Italian Legislative Decree no. 58/98, and in compliance with the Italian Civil Code, the
Board of Statutory Auditors refers to the Shareholders the supervision activities carried out.
Throughout fiscal year 2010 and in accordance with the Independent Auditors, we have performed supervision activities
pursuant to article 149 of Legislative Decree no. 58/1998 and in compliance with current CONSOB communications
in relation to Regulations of issuers, we refer the following:
1. Significant economic, financial and monetary transactions
We have received adequate and detailed information from the Board of Directors’ with regards to the Company’s business
and with reference to the major operating, financial and asset transactions carried out or in the process of being
carried out by the Company and/or its subsidiaries. In this regard we attest the following:
In the month of June 2010 a contract denominated “Domination Agreement” was undersigned with syskoplan Ag,
a German company listed on the German stock exchange of which Reply holds 79.53% share capital (at December
31, 2010).
The agreement, that on August 2, 2010 was registered at the competent company register of syskoplan, provides
that Reply, the controlling company, can influence the controlled company and its management, which otherwise is
not possible under German legislation with the current ownership structure. The Agreement will be in effect for an
indefinite term; it may be terminated in writing with a notice period of six months with the effect as of the end of a
business year of syskoplan.
The agreement provides that Reply shall assume the following obligations:
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;
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 which is
equivalent to 0.53 Euros per share;
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);
upon request of a Minority Shareholder, Reply shall acquire his shares in return for a cash consideration (8.19
Euros), within the term of two 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);
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