Cegid : 12/06/2017 - Proposed Tender Offer for the remaining shares of Cegid Group

86.25 euros.

As of the date hereof, KIRAO, AMPLEGEST, HMG and Financière TIEPOLO hold 95,837, 45,937, 128,042 and 196,000 shares of Cegid Group, respectively, which represents in aggregate 5.04% of the share capital and 5.03% of the voting rights of Cegid Group. The commitments to tender provide that the shares shall be tendered into the Tender Offer by no later than the first business day following the date of the opening of the Tender Offer.

Further to the signing of the commitments to tender, the intention of Claudius France is to increase the price at which it intends to make the Tender Offer to 86.25 euros per share (versus 85.00 euros as announced on May 18, 2017, i.e., an increase of 1.47%) and 68.25 euros per redeemable share warrant ("BAAR") (versus 67.00 euros as announced on May 18, 2017, i.e., an increase of 1.87%). The price of

86.25 euros per share would represent a 15% premium over the closing price of May 18, 2017 (i.e., the last trading day prior to the announcement of the Tender Offer). In addition, the price of 68.25 euros per BAAR would represent a premium of 101% over the closing price of October 3, 2016 of the BAAR 1 (date on which the last transaction on BAAR 1 occurred on Euronext Paris) and a premium of 66% over the closing price of March 2, 2017 of the BAAR 2 (date on which the last transaction on BAAR 2 occurred on Euronext Paris).1

As of the date hereof, Claudius France holds, alone and in concert with Claudius Finance, 90.66% of the share capital and 90.33% of the voting rights of Cegid Group, as well as all (but one) of the outstanding BAAR 1 and 93.05% of the outstanding BAAR 2. Upon performance of the commitments to tender, Claudius France would hold, alone and in concert with Claudius Finance, 95.70% of the share capital and 95.36% of the voting rights of Cegid Group. Given that, following the Tender Offer, shareholders other than Claudius France (and its affiliates) would not represent more than 5% of the shares or voting rights of Cegid Group, Claudius France would proceed, on the terms of the Tender Offer, with the squeeze-out of the securities it would not yet hold in accordance with applicable laws.

It is reminded that the filing of the Tender Offer is contingent on the decision of the board of directors of Cegid Group, based inter alia on the fairness opinion of Cabinet Farthouat Finance (as independent expert), to recommend the Tender Offer. The board of directors of Cegid Group will meet on June 20,

1 Please refer to the press release of Cegid Group dated May 18, 2017 and available on its website (www.cegid.com), including for the premiums resulting from the initially announced price of 85.00 euros per share and 67.00 euros per BAAR.

217 to review the report of the independent expert and make a recommendation. The Tender Offer could be filed shortly thereafter, and, subject to the "décision de conformité" of the AMF, the Tender Offer could open by July 6 and close by July 20. If applicable, the squeeze-out could be completed by August 7, 2017.

Cegid Group has asked Euronext Paris to suspend the trading of the shares of Cegid Group on the date hereof, in order to make sure that all investors have been made aware of this press release.

The full calendar of publication dates and upcoming events can be found at the following address:http://investors.cegid.com/Releases/Financial-calendar.

This English translation is for the convenience of English-speaking readers. However, only the French text has legal value. Consequently, the translation may not be relied upon to sustain any legal claim, nor should it be used as the basis of any legal opinion. Cegid Group expressly disclaims all liability for any inaccuracy herein.

Cegid Group

52 quai Paul Sédallian

69279 Lyon Cedex 09 (France)

Tél : +33 (0)4 26 29 50 20

dirfin@cegid.fr /www.cegid.com

Stock market: Euronext Paris Segment B ISIN Code: FR0000124703

Reuters: CEGI.PA Bloomberg: CGD FP ICB: 9537 Software

Indices: CAC ALL SHARES - CAC ALL-TRADABLE - CAC MID & SMALL CAC SOFT. & C.S. - CAC TECHNOLOGY - NEXT 150

Important information

This press release has been prepared for information purposes only.

In the event the Tender Offer is filed, the documentation relating to the Tender Offer (including the terms and conditions of the Tender Offer) will have to be reviewed by the AMF, which would decide on its compliance with applicable laws and regulations. In this case, investors and shareholders based in France should read such documentation as well as any amendment or modification thereof, since such documentation would contain important information concerning Claudius France, Cegid Group and the contemplated transaction. The Tender Offer may not be made in any jurisdiction in which it would be restricted.

The Tender Offer would be made in the U.S. pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14E thereunder, as a "Tier-I" tender offer under Rule 14d-1(c) of the Exchange Act, and otherwise in accordance with applicable French law.

This press release must not be published, distributed or disseminated, directly or indirectly, to any jurisdiction where the distribution of this information would be subject to legal restrictions.

The publication, distribution or dissemination of this press release in certain jurisdictions may be subject to legal or regulatory restrictions. Therefore, the persons located in the jurisdictions where this press release is published, distributed or disseminated must inquire on such restrictions and comply with them. Claudius France and Cegid Group disclaim all liability regarding a potential breach of these restrictions by whoever.