Acquisition Will Enhance 3G Services Offered By WIN

Europe UK : WIN, the mobile solutions provider is pleased to announce the acquisition of Cumulus Technology Limited ('Cumulus'), a UK-based mobile data services development specialist for an initial consideration of £2 million.

Inset is Peter Button, CEO of WIN quoted below.

The initial consideration of £2 million is payable in cash on completion together with deferred consideration payable in two tranches depending on the profits of Cumulus in 2007 and 2008.

Cumulus has developed and operates an impressive suite of industry leading mobile content applications and interactive service offerings. This deal will considerably enhance WIN's capability in delivering advanced mobile multimedia and interactive services including live and 3G video streaming together with music track downloads.

WIN sees the acquisition as an integral part of its continued strategy to
introduce new value-added solutions to its client base of leading European mobile network operators, media companies, content providers, marketing agencies and corporates.

Reasons for the acquisition

Cumulus will provide a number of key benefits to the WIN group including the following:

• Highly innovative new media software development house.
• Profitable, dynamic team with a solid client base and good growth potential.
• A fully deployed advanced video streaming and calling platform to enable video-based content portals, mobile TV over IP and 2-way interactive services.
• A next generation interactive chat and contact solution well positioned to capitalise on the burgeoning community and social networking content markets.
• Advanced multimedia content management and delivery platform

In the 12 months ended 31st March 2006, Cumulus's audited accounts showed profit before taxation of £47,000 and net assets of £13,000.

In the 5 months ended 31st May 2006, Cumulus' unaudited management accounts showed profit before taxation of around £78,000.

Acquisition summary

The initial consideration is £2 million which has been financed through WIN'sexisting resources. Deferred consideration is then payable based on 7 times the profit before tax of Cumulus in 2007 less amounts already paid and 6.5 times the profit before tax of Cumulus in 2008 less amounts already paid. The maximum deferred consideration payable is £3 million and is payable in cash backed loan notes or WIN plc shares at the discretion of the Company. The number of WIN plc shares will be based on the 5 day average share price at the time eachtranche of the deferred consideration becomes due. Cumulus will be renamed WIN Interactive Limited,

Peter Button, CEO of WIN comments:

'Cumulus' product suite and formidable software development capabilities will help us enormously in continuing to be ahead of the game in the delivery of market-driven products and services to our clients. With the expected growth in the 3G, video, MMS and user-generated content markets, the combined expertise and client bases of WIN and Cumulus will be a powerful and competitive force.'

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