In light of a condition precedent not being able to be verified prior to closing, Buongiorno and Francisco Partners have reached an updated agreement relative to the spin-off of the majority of the B2B activity of Buongiorno.

Buongiorno agrees to spin off the majority of its B2B business (some 20% of the Group revenues) into a newly- established company and Francisco Partners agrees to buy a majority stake in the NewCo, based on an updated valuation of 91 million Euro.

The move will bring a more focused approach to both the B2C and the B2B businesses.

The business perimeter of the spin-off registered revenues and EBITDA in 2010 of 50 million Euro and 8 million Euro respectively.

Francisco Partners and Buongiorno will be 70%-30% partners in the NewCo.

Some 350 out of the current 1,250 B! employees are expected to be part of the New Company, together with the 150 employees of B!India.

At closing Buongiorno expects to improve its Net Financial Position1 by about 40 million Euro.

The deal is conditional upon Mitsui’s final agreement to sell its stake in B!India and B!Digital. Mitsui is Buongiorno’s second largest shareholder. Other conditions precedent to the closing of the deal include consent from Buongiorno’s financing banks.

Milan, September 21, 2011–Buongiorno S.p.A. (FTSE Italy STAR: BNG), multinational leader in service and solutions offerings for the mobile connected life, confirmed today the agreement, modified from the original contract signed on August 5, 2011, to confer a large majority of its B2B assets (approximately 20% of the Group revenues) in a New Company in which the private equity fund, Francisco Partners, will buy a majority stake. The new agreement was negotiated after a condition to closing around the transfer of contracts could not be fully verified. The new economic conditions were agreed upon with Francisco Partners in order for them to waive the condition precedent pursuant to the contract signed on August 5, 2011 and also to take into account the performance of the spin-off perimeter and important variations to evaluations of comparable companies in international markets during the past month.

“We consider the new agreement reached with Francisco Partners to be a positive event. Even considering the updated conditions of the deal which are slightly less favorable to Buongiorno, the spin out of NewCo maintains a strong strategic, economic, industrial value, that will only strengthen our ability to reach our objectives of future growth, and will also allow Buongiorno to highlight the value of the assets we have constructed over the past few years”, commented Andrea Casalini, CEO of Buongiorno.

“Francisco Partners remains excited to reiterate and reinforce our partnership with Buongiorno to spin-out the NewCo. We look forward to helping NewCo capitalize on its strong business performance to become an international market leader in mobile marketing.” commented Matt Spetzler, Principal at Francisco Partners.

In more detail, the terms of the new agreement include: a new valuation of the NewCo of 91 million Euro (previously

110 million Euro): 1) an ownership participation of Francisco Partners and Buongiorno in the new company of 70 and

30 percent respectively (previously 60 and 40 percent); 2) given the confirmed payment of 44 million Euro in cash at the closing of the deal, a deferred payment of 28 million Euro (36.7 million Euro previously) with 4% annual interest and 5 year maturity (8% as per the previously agreed contract); 3) no additional reimbursement of the positive amount of the net financial position at the moment of closing (previously, in addition to the reimbursement of the deferred payment, 4 million Euro were to be reimbursed in 24 months); and 4) warrants to subscribe an additional 5% of the capital of the New Company (10% as of the prior contract).

1 The Net Financial Position post deal will include an upfront payment from Francisco Partners and a deferred payment from the

NewCo.

The NewCo will leverage on the extensive technological, managerial experience, multi-geographical approach, and strong operator relationships of Buongiorno, as well as on the proven track record of Francisco Partners, a global private equity fund with a portfolio of approximately 7 billion USD and a long history successful development-oriented investments in the technology software and global services industry.

With this move, Buongiorno will pursue a more differentiated and focused development of the B2C and B2B business lines. The B2C business, which recently strengthened its global leadership thanks to the Dada.net acquisition, will remain the core focus of Buongiorno, while the goal of the new entity will be to be the top global player in B2B space. Buongiorno, however, will retain certain content-driven B2B businesses which have a business model similar to its B2C business.

The conditions of the operation originally signed on August 5, 2011, have subsequently been updated as of today’s

date based on the aforementioned variations, and are detailed below.

The New Company will acquire 100% of (i) iTouch Australia Ltd, (ii) B!Digital Innovation India, (iii) B!Digital and its wholly owned subsidiaries2. In addition, various companies of the Buongiorno Group will assign and/or transfer customer contracts, the personnel dedicated to them and certain IP rights to the New Company.

It should be noted that Buongiorno S.p.A. currently holds only 49% of B!Digital Innovation India and 59% of Buongiorno Marketing Services BV (“B!Digital”); however, Buongiorno has reached an understanding with Mitsui Co. Ltd. to acquire its interests in such companies prior to the closing of the transaction for approximately 23 million Euro. Both such shareholdings are to be immediately transferred by Buongiorno to the New Company upon closing of the transaction. Mitsui invested in some of the Buongiorno subsidiaries during the global roll-out phase of the business. With a 5.2% stake in Buongiorno S.p.A., Mitsui is the Group’s second largest shareholder and is expected to remain a long-term partner of Buongiorno.

Within this transaction, 100% of the New Company is valued at 91 million Euro. In 2010, the NewCo’s pro-forma revenues were approximately 50 million Euro and a consolidated EBITDA3 of approximately 8 million Euro.

Upon completion, Buongiorno S.p.A. will receive:

- a 30% stake in the New Company in the form of ordinary shares;

- 44 million Euro in cash upon closing of the deal (23 million of which will be paid to Mitsui as consideration for

the sale of its shareholdings in B! Digital and B! India mentioned above);

- 28 million Euro as deferred payment with 4% annual interest with 5 year maturity;

- warrants to subscribe an additional 5% of the capital of the New Company.

The following are some of the main features of the transaction:

- the NewCo shall be initially capitalized by Francisco Partners with a cash injection of 44 million Euro;

2Wholly-owned subsidiaries of B! Digital are: B! Marketing Services Deutschland GmbH, B! Marketing Services España, S.L., B! Marketing Services France SA, B! Marketing Services Italy SRL, B! Marketing Netherlands BV, Hotsms.com B.V., B! Russia LLc, B! Marketing Services UK Ltd, and B! Marketing Services US Inc.

3EBITDA: earnings before interest, taxes, depreciation and amortization (gross of impairment losses on receivables and non- recurring charges)

- Buongiorno S.p.A. shall then cause its wholly-owned subsidiary Pajala NV to contribute the shares of iTouch Australia Ltd. to the NewCo in exchange for shares in the NewCo held by a special purpose vehicle created in order to effectuate the operation in Australia;

- the New Company will simultaneously acquire the above mentioned companies, contracts and staff comprised within the perimeter of the transaction from Buongiorno S.p.A. and certain of its subsidiaries;

- the NewCo will pay the consideration for such acquisitions as follows: (i) 44 million Euro, in cash at the time of closing and, (ii) the balance equal to 28 million Euro, through a deferred payment (in the form of a vendor loan, carrying an 4% capitalized interest rate payable at the earlier of maturity (i.e. 5 years after closing), or upon certain pre-determined exit events);

- at the time of closing, it is anticipated that the NewCo will have a net financial position of positive 7 million

Euro, and a working capital of positive 4 million Euro;

- the NewCo will issue warrants to Buongiorno for an additional 5% of its share capital , exercisable in case of certain pre-determined exit events;

- the closing will be conditional upon: