Agreement Reached to Acquire 51% of IrisCube

Milano, Italy. 12 June 2003 -

The deal involves a 3.4 million investment by Reply which will be in the form of subscription of a reserved capital increase for a total of 2.9 million, an additional 500, 000 to purchase subscription rights and IrisCube's shares.

Once the deal is completed, 51% of IrisCube will be held by Reply, 43.58% by the management - Augusto Fazioli, Luca Miccoli, Claudio Papetti, Michele Riva and Corrado Vigano - and the remaining 5.42% by the venture capital fund CIR Ventures.

Acquisition of IrisCube will allow Reply to strengthen its own competitive positioning in the finance and mobile markets both with regard to strategic consulting and its offer of technology and applications. Becoming a shareholder in IrisCube means that Reply acquires an important, well-established client portfolio formed of top-level European banks, insurance companies and telecommunications companies.

IrisCube's estimated turnover for 2003 is approximately 16 million Euro with an EBITDA of approximately 11.8% of revenues. During the first four months of the year the company achieved a turnover of approximately 4.7 million Euro.

"This deal - stated Reply Chairman Mario Rizzante - forms part of the growth strategy we are pursuing both internally and through acquisitions with the aim of extending and improving on our services thanks to the integration of skills and know-how and the development of partnerships".

"IrisCube - continued Mario Rizzante - will make it possible to make major improvements to the Reply Group's offer for the finance and telecommunications markets by virtue of the company's well-established reputation and excellent quality of technological solutions".

With regard to the mobile sector, IrisCube strengthens Reply's development plan which was introduced in May 2002 and is totally dedicated to the study, design and production of mobile network applications.

As far as the finance market is concerned, the acquisition of IrisCube represents an expansion of Reply's own offer of infrastructures and multi-channel solutions for banks, insurance companies and finance institutes in terms of applicational skills and specific technology.

"With our joining Reply - stated Augusto Fazioli, Chairman of IrisCube - our company has the chance to take part in and contribute to a highly successful business project. We have known Reply for many years. Our relationship has always been characterized by great mutual admiration. We are that integration of our organizations will be optimal and will allow us to jointly develop new, stimulating growth opportunities".

Assistance for the parties involved in the deal was provided by Tamburi & Associati S.p.A.

Founded in June 1996, the Reply Group operates through a network of companies, each one specializing in a particular line.

The Group's activities are concentrated in the following areas: e-business consulting (strategic, organizational and procedural consulting), e-business communication (multimedia communications and web-marketing services) and e-business implementation (design and implementation of Internet systems, portals, web sites and mission critical applications in multi-channel architectures). Reply has also developed proprietor software systems and at the same time drawn up important working agreements with some of the leading global "software vendors".

IrisCube is one of the leading Italian information technology companies and has been operating since 1991 providing consultancy services and integrated solutions for leading operators in the banking, insurance and telecommunications sectors. IrisCube supplies specialist consultancy services related to the development of Microsoft solutions and architectures, mobile and wireless solutions for the finance and telecommunications markets, application platforms for multi-channel distribution of banking, financial and insurance products and services, and integrated solutions aimed at the world of corporate and mobile banking.

The company uses the services of 160 professionals and has offices in Milan, Verona and Lugano.

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