SCHEDULE A SOFTWARE DESCRIPTION

Contents
1. 2. 3. 3.1. 3.1.1. 3.1.2. 3.1.3. 3.2. 3.2.1. 3.3. 3.3.1. 3.3.2. 3.3.3. 3.3.4. 3.4. 3.4.1. 3.5. 3.5.1. 4. 5. SOFTWARE OVERVIEW ........................................................................................... 2 TAGETIK 3.0 BUSINESS SIMPLEXITY ........................................................................ 2 DESCRIPTION OF THE FAMILY OF APPLICATION ........................................................ 3 BUDGETING, PLANNING & CONSOLIDATION ....................................................... 3 CONSOLIDATION ............................................................................................ 3 BUDGETING & PLANNING................................................................................. 4 CASH FLOW ................................................................................................... 5 DESCRIPTION OF THE FAMILY OF APPLICATION PROFITABILITY MODELING............ 6 ABC MODELLING AND PROFITABILITY ANALYSIS ................................................ 6 DESCRIPTION OF THE FAMILY OF APPLICATION FINANCIAL GOVERNANCE ............. 7 FINANCIAL CLOSE AND FAST CLOSE ................................................................. 7 STATEMENT REPORTING .................................................................................. 7 PROCESS CONTROL ........................................................................................ 8 IC RECONCILIATION ....................................................................................... 8 DESCRIPTION OF THE FAMILY OF APPLICATION STRATEGY MANAGEMENT............. 10 DASHBOARDING AND BALANCE SCORECARDING USER ...................................... 10 DESCRIPTION OF THE FAMILY OF APPLICATION WORKING CAPITAL ANALYSIS ...... 11 CREDIT REPORTING AND ANALYSIS USER ........................................................ 11 DESCRIPTION OF THE VERTICAL PROCESSES .......................................................... 12 TAGETIK 3.0: TECHNOLOGY................................................................................... 14

1.

SOFTWARE OVERVIEW

Tagetik 3.0 creates value by simplifying complex business processes like Budgeting, Planning, Forecasting, Consolidation, Reporting, Financial Governance, Strategy Management, Profitability Modeling and Working Capital Analysis as a comprehensive way approach to managing business performance. The Tagetik performance management application is one software product, utilizing one cross-platform technology, in one database with one user interface. Critical financial processes are unified and built right into the applicationallowing companies to leverage their existing infrastructure investments, reduce stand-alone systems and subsequently reduce their total cost of ownership (TCO) by up to 50%. With this powerful software solution, your organization can translate strategy into operations, analyze how potential sales, production or price changes could affect your bottom line, and still achieve the necessary transparency and flexibility to comply with changing regulations.

2.

TAGETIK 3.0 BUSINESS SIMPLEXITY

Tagetik 3.0 is a unified software solution composed of applications that deliver full scalability and extensive functionality. Tagetik 3.0 is composed of different application processes , which are specific application configurations of the SOFTWARE within a specific APPLICATION described here below. All the application processes are consistently grouped into families of applications named Budgeting, Planning & Consolidation, Financial Governance, Strategy Management, Profitability Modeling and Working Capital Analysis.

Family of applications Budgeting, Planning & Consolidation Budgeting, Planning & Consolidation Budgeting, Planning & Consolidation Profitability Modeling Financial Governance Financial Governance Financial Governance Financial Governance Strategy Management Working Capital Analysis

Application process name Consolidation Budgeting & Planning Cash flow ABC Modeling and profitability analysis Financial close and Fast close Statement and financial reporting process control (262 / 231) IC Reconciliation Dashboarding and Balanced Scorecard Credit Reporting and Analysis

3.

DESCRIPTION OF THE FAMILY OF APPLICATION

ETL User (this user does not belong to any family of applications and it can be bought separately) This user manages the Extraction, Trasformation and Loading of any data imported in Tagetik 3.0 To support the ETL user, Tagetik 3.0 delivers the following functionality: Extraction: The application provides tools to import data which can be selected from many different sources and be of different formats (ex. text files, Excel worksheets, Access databases, DB views, xml files, etc.). Transformation: The goal of the transformation process is to render/make the data incoming from the different sources homogenous and conformant with the business logic ( ex. Normalization, grouping and data calculation) as defined by the user(s). The application provides a complete set of tools to achieve this goal with the minimum of effort. Loading: Finally, the application allows for the extracted and transformed data to be stored in application database tables via append, overwrite, or update modes

3.1. BUDGETING, PLANNING & CONSOLIDATION 3.1.1. CONSOLIDATION

This process refers to the consolidation of the Statutory and Management data guaranteeing multicurrency and multilevel consolidated financial and budget/forecast data. To support the Consolidation, Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies ) and data inside the system Legal structure: event-based management of the evolution of the legal structure (% of ownership, financial investments variations, net equity variation) Automatic/manual data collection & certification workflow: o Automatic / manual data collection: gather data (original gross amounts, IC declarations, pre-consolidation adjustments, ) through automatic interfaces from multiple General Ledger solutions using Tagetik 3.0 ETL built-in process and/or using data entry forms available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification Workflow: to management the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry. Basic consolidation functionality: o Data processing: automatic processing of the main consolidation adjustments (IC eliminations, dividends, participations, equity, minority calculation and deferred taxes calculation) with monitoring of the whole process o consolidation scenarios and rules: define different scenarios and rules of consolidation for the holding and sub-holding levels starting from the same data collection process o Currency conversion: processing of currency conversions in the consolidation currency and calculation of the exchange rate difference o Automatic IC Reconciliation for: Unbalanced amount under a predefined threshold Unbalanced amount due to the exchange rate difference Possibility to insert manual causal of reconciliation Advanced Consolidation Functionality:

Minority Calculation: The automatic processing of the equity of minority parties. This includes the statutory financial statements of the subsidiaries as well the consolidation adjustments. o Equity Evaluation: The automatic calculation of the value of the shares of the companies consolidated with the equity method. o Deconsolidation, Mergers, New Acquisitions: The automatic management of the changes in the perimeter/extent of consolidation, mergers and/or new acquisitions. IC matching workflow: define groups of accounts for IC matching with relative reconciliation accounts, thresholds and graphical web dashboard for matching between entities Diagnostic checks to guarantee data consistency during data entry and consolidation processes Business workflow: manage the collection process with different approval levels XBRL: Extensible Business Reporting Language for the real-time disclosure of financial data Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

3.1.2. BUDGETING & PLANNING The Budgeting and planning refers to the process of P&L Budgeting construction and data modeling of the aggregated, corporate financial budget and operational business plans.

To support the Budgeting & Planning process, Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies ) and data inside the system including different data managemenet scenario (budget, forecast, 3-year plan, ) Legal structure: event-based management of the evolution of the legal structure (% of ownership, financial investments variations, net equity variation) Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry. Basic consolidation functionality: o Data processing: automatic processing of the main consolidation adjustments (IC eliminations, dividends, participations, equity, minority calculation and deferred taxes calculation) with monitoring of the whole process o consolidation scenarios and rules: define different scenarios and rules of consolidation for the holding and sub-holding levels starting from the same data collection process o Currency conversion: processing of currency conversions in the consolidation currency and calculation of the exchange rate difference o Automatic IC Reconciliation for: Unbalanced amount under a predefined threshold Unbalanced amount due to the exchange rate difference Possibility to insert manual causal of reconciliation MDX: sophisticated and advanced based scripting rules Decentralized web IC matching workflow: intercompany gathering and reconciliation during the budgeting process Diagnostic checks to guarantee data consistency during data entry and consolidation processes Business workflow: to manage the collection process with different approval levels

Allocations: efficient processing of budget allocation entries Budgeting Functionality: o Spreading: The application allows the distribution of data over different time periods. o Break back: The application allows the distribution of data over many elements pertaining to a node with the possibility of defining different weights to be applied to the different elements. o Stored Procedures: SQL instructions which allow the definition of an adhoc algorithm. Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

3.1.3. CASH FLOW Cash Flow refers to the processes related to the elaboration of centralized Cash Flow and Balance Sheet planning. To support Cash Flow, Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies ) and data inside the system including different data management scenario (budget, forecast, 3-year plan, ) Legal structure: event-based management of the evolution of the legal structure (% of ownership, financial investments variations, net equity variation) Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry Basic consolidation functionality: o Data processing: automatic processing of the main consolidation adjustments (IC eliminations, dividends, participations, equity, minority calculation and deferred taxes calculation) with monitoring of the whole process o consolidation scenarios and rules: define different scenarios and rules of consolidation for the holding and sub-holding levels starting from the same data collection process o Currency conversion: processing of currency conversions in the consolidation currency and calculation of the exchange rate difference o Automatic IC Reconciliation for: Unbalanced amount under a predefined threshold Unbalanced amount due to the exchange rate difference Possibility to insert manual causal of reconciliation Cash flow modelling: Automatic creation of Cash Flow & Balance Sheet statement perfectly matched with the P&L through the use of financial rules such as credit terms (DSO/DPO), tickler, Manage intercompany/inter business, VAT, cashpooling flows and devaluation of Financial Investments Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

3.2. DESCRIPTION OF THE FAMILY OF APPLICATION PROFITABILITY MODELING 3.2.1. ABC MODELLING AND PROFITABILITY ANALYSIS This process analyses which products, customers and services drive profitability. Financial Reporting functionality are included in this process To support the ABC Modeling user Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies ) and data inside the system Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry Allocations: powerful allocation models that allocate costs and revenues to the subjects of control (resources and activities) and indirect costs the final subjects of analysis (customer, product, channel,...), with waterfall cost allocation cycles. Allocation can be performed using different drivers (cost drivers based on financial and operational (quantity, head count, ) criteria) Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

3.3. DESCRIPTION OF THE FAMILY OF APPLICATION FINANCIAL GOVERNANCE 3.3.1. FINANCIAL CLOSE AND FAST CLOSE Financial Close and Fast Close refers to manage the monthly closing and to publish accurate timely financial statements with ease. Collaborative, controlled and auditable environment to gather, organize, document, and automate financial control processes . Its the process for the management of The last mile of Finance

ANALYZE RESULTS FROM ERP AND CONSOLIDATION SYSTEMS

PERFORM FINAL ADJUSTMENT

DISCLOSE REPORT INFORMATION

GENERATE FINANCIAL REPORTS (10Q/10K)

To support the Financial close and Fast close user, Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies including control groups between main accounts and the related details/variations to be displayed in reports ) and data inside the system Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry Diagnostic checks to guarantee data consistency during data entry processes Business workflow: to manage the collection process with different approval levels Closing: the mechanism of Closing with re-allocation of the data over different destinations for data analysis. Allocations: efficient processing of budget allocation entries Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

3.3.2. STATEMENT REPORTING Statement Reporting process refers to the automatic creation of the external financial documents (i.e: 10Q-10K), as a standard output. This user includes the XBRL functionality. To support the Statement Reporting, Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies including control groups between main accounts and the related details/variations to be displayed in reports ) and data inside the system XBRL: Extensible Business Reporting Language for the real-time disclosure of financial data Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

3.3.3. PROCESS CONTROL This user refers to collaborative, controlled and auditable environment to gather, organize, document, and automate financial control processes Tagetik 3.0 supports a in a single, unified solution with reduced costs, risks, and improved efficiencies. To support the Process Control user, Tagetik 3.0 delivers: Risk/Control Matrix: identify all compliance-relevant information on processes, companies, controls & risks Monitoring: analyze and test the relevant processes/procedures within the company and document how effective current controls are Reporting: certify the accuracy of all financial communications through 100% transparent data and conclude the adequacy of internal controls over financial reporting 262/231 law Tagetik 3.0, thus, enforces financial controls and supports companies in meeting new and existing governance requirements including SOX & SOX-like regulations (i.e. Italys Laws 262/2005). As a result, companies can constantly improve business process control management, optimize their existing processes, and make compliance highly efficient and transparent. For the process control user, Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies including control groups between main accounts and the related details/variations to be displayed in reports ) and data inside the system Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry o Process workflow: list of activities that the user has to accomplish in the order represented, to be able to submit the legal entity System Reporting: standard prebuilt reporting templates

3.3.4. IC RECONCILIATION

This user refers to the profile who is dedicated to manage the IC reconciliation; the IC Reconciliation user are dedicated to specifically elaborate the intercompany matching and reconciliations at transactional levels to ensure adequate details on the individual transactions. The IC reconciliation user functionality are also included in the Consolidation users Tagetik 3.0, thus, help companies automate and better manage the reconciliation process by supporting data analysis and balancing, streamlining the consolidation process and considerably improving the overall quality of information. Management of Reconciliation process at both the corporate and the company level Automatic Reconciliation for: Unbalanced amount under a predefined threshold

Unbalanced amount due to the exchange rate difference Possibility to insert manual causal of reconciliation Management of the causal of Reconciliation to coherently highlight the origin of the unbalancing Visualization of the advanced state of the process of IC Reconciliation through a cockpit Data Certification: the peripheral users are responsible to declare the closing of the Intercompany gathering through a certification command that automatically blocks the modifications of the data and assigns the final data to the consolidator To support the IC Reconciliation user, Tagetik 3.0 delivers the following functionality: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies including control groups between main accounts and the related details/variations to be displayed in reports ) and data inside the system Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry o Process workflow: list of activities that the user has to accomplish in the order represented, to be able to submit the legal entity Decentralized web IC matching workflow: define groups of accounts for IC matching with relative reconciliation accounts, thresholds and graphical web dashboard for matching between entities Diagnostic checks to guarantee data consistency during data entry and consolidation processes System Reporting: standard prebuilt reporting templates

3.4. DESCRIPTION OF THE FAMILY OF APPLICATION STRATEGY MANAGEMENT 3.4.1. DASHBOARDING AND BALANCE SCORECARDING USER This user refers to the dashboarding and Scorecarding Method to translate strategy with operational objectives that drive both behaviour and performance, measure progress with a linkage between cause and effect and monitor, track and analyze performance in real time through a user friendly dashboard improving management insight. To support the functionality: Dashboard & Scorecards user, Tagetik 3.0 delivers the following

Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies including control groups between main accounts and the related details/variations to be displayed in reports ) and data inside the system Dashboard & Scorecarding: o Dashboarding: define dynamic dashboards, user friendly and customizable by the users o Monitoring: monitor and track at every level the execution of the strategy of the organization with the help of intuitive displays metrics and indicators o Scorecarding Strategy definition: definition of strategic objectives and their key performance indicators (KPIs) o Methodology: supports most well know methodologies such as Balanced Scorecard, Six Sigma, etc. System Reporting: standard prebuilt reporting templates

3.5. DESCRIPTION OF THE FAMILY OF APPLICATION WORKING CAPITAL ANALYSIS 3.5.1. CREDIT REPORTING AND ANALYSIS USER

This user is for credit managers who can assess and report their collection performance on customer, company and enterprise levels To support the Credit Reporting & Analysis user, Tagetik 3.0 delivers: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies including control groups between main accounts and the related details/variations to be displayed in reports ) and data inside the system Pre-packaged templates: pre-package set up of the application Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

4.

DESCRIPTION OF THE VERTICAL PROCESSES Tagetik 3.0 vertical users are defined as follows: Regulatory Reporting: this user is referred to the mandatory reporting requested by telco/energy authority. Please find below the functionality included in this type of user: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies ) and data inside the system including different data management scenario (budget, forecast, 3-year plan, ) Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry Business workflow: to manage the collection process with different approval levels Allocations: powerful allocation models that allocate costs and revenues to the subjects of control (resources and activities) and indirect costs the final subjects of analysis (customer, product, channel,...), with waterfall cost allocation cycles. Allocation can be performed using different drivers (cost drivers based on financial and operational (quantity, head count, ) criteria) IC matching workflow: define groups of accounts for IC matching with relative reconciliation accounts, thresholds and graphical web dashboard for matching between entities Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

Budget and cash flow by project (users belong to the family Budgeting and Consolidation): this user allows the elaboration of planning and monitoring of how individual projects affect their cash flow and bottom-line profitability in real time. This type of user is specific for the Construction industry. Please find below the functionality included in the Budget and cash flow by project admin user: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies ) and data inside the system including different data management scenario (budget, forecast, 3-year plan, ) Legal structure: event-based management of the evolution of the legal structure (% of ownership, financial investments variations, net equity variation) Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry Basic consolidation functionality: o Data processing: automatic processing of the main consolidation adjustments (IC eliminations, dividends, participations, equity, minority calculation and deferred taxes calculation) with monitoring of the whole process o consolidation scenarios and rules: define different scenarios and rules of consolidation for the holding and sub-holding levels starting from the same data collection process o Currency conversion: processing of currency conversions in the consolidation currency and calculation of the exchange rate difference o Automatic IC Reconciliation for:

Unbalanced amount under a predefined threshold Unbalanced amount due to the exchange rate difference Possibility to insert manual causal of reconciliation Cash Flow by project functionality: to plan and monitor how individual projects affect cash flow and bottom-line profitability in real time Cash flow modelling: Automatic creation of Cash Flow & Balance Sheet statement perfectly matched with the P&L through the use of financial rules such as credit terms (DSO/DPO), tickler, Manage intercompany/inter business, VAT, cashpooling flows and devaluation of Financial Investments Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

ICT Budgeting, Consolidation and Reporting User (user belongs to the family of Budgeting and Consolidation): this user allows the elaboration of the operating budget of the Information and Communications Technology sector. Please find below the functionality included in this type of user: Metadata management: set up metadata (Chart of account, legal entity, legal structure, dimensions and hierarchies ) and data inside the system including different data management scenario (budget, forecast, 3-year plan, ) Legal structure: event-based management of the evolution of the legal structure (% of ownership, financial investments variations, net equity variation) Automatic/manual data collection & Certification workflow: o Data collection: to gather financial and non financial data through data sheets available via web with browser or Excel interface with the possibility to monitor the approvals workflow for each phase o Certification workflow: to manage the process of insertion, certification, and subsequent approval of data from each single legal entity or single entry MDX: sophisticated and advanced based scripting rules Pre-packaged templates: pre-package set up of the application Multidimensional reporting: reporting engine to create, publish and navigate custom multidimensional reports System Reporting: standard prebuilt reporting templates

5.

TAGETIK 3.0: TECHNOLOGY Tagetik 3.0 is a scalable CPM solution that unifies application processes in one software product, in one cross-platform technology, in one database, with one user interface. Tagetik 3.0s web-based platform has a zero footprint interface on the client. Users can access it using any browser (such as Internet Explorer, for instance) and/or Microsoft Excel. Tagetik 3.0 is a web-based application developed in Java (J2EE compliant). Tagetik 3.0 is therefore a cross-platform product supporting the leading relational databases. Its open architecture adds value to investments made in existing infrastructure, integrating data originating from any ERP, datawarehouse or general reporting system. Thus Tagetik 3.0 provides a scalable technological environment that is easy to install, manage and maintain and which is capable of increasing data reliability and quality by generating a unified version of reality. Architecture The following diagram shows the various components of Tagetik 3.0:

Tagetik 3.0 Technology features: - Cross-platform technology. - Single unified application, database and user interface. - GUI and Web: Rich client application and standard GUI on all browsers Advanced functionalities (Adobe Flash Player) Powerful reporting on Excel (still web based via standard SOAP Web Services) Powerful reporting to Adobe PDF All activities use web browser: data collection, administration, consolidation etc. - Application Server: Tagetik 3.0 is implemented as an application deployed within a J2EE 1.3 compliant Application Server. Compatibility has been proven with the following Application Servers: JBoss 4.2.2 GA IBM Web Sphere 6.1 Oracle Application Server 10g r1 or r2 Sun Application Server 8.1 BEA Web Logic 8.1 and 10

If not explicitly indicated, testing has been implemented on both Microsoft and Unix-Like operating systems. The compatibility with other Applications Server and/or with particular configurations different than the above listed should be verified. - Database Server: Tagetik 3.0 stores data by using the following relational databases: Oracle 9i or 10g Microsoft SQL Server 2005 SP2