SQS Software Quality Systems AG: Statement re expected Offer

Disclosure of inside information pursuant to Art. 17
of the EU Market Abuse Regulation (EU 596/2014, MAR)

15 December 2017

SQS Software Quality Systems AG ("SQS")

Statement re expected Offer

Introduction

The Management Board of SQS expects the announcement of a recommended voluntary public cash offer for an acquisition of 100% of the shares in SQS and the depositary interests representing such shares for 825 UK pence per share/depositary interest (the "Offer").

Proposed terms of the Offer

Under the proposed terms of the Offer as communicated to SQS, SQS shareholders and holders of depositary interests accepting the Offer would receive 825 UK pence per share/depositary interest in cash from Weilchensee 884. V V GmbH (to be renamed: Assystem Services Deutschland GmbH) (the "Bidder"), which is a wholly-owned subsidiary of Assystem Technologies S.A.S ("Assystem Technologies"). Assystem Technologies is a European leader in the externalised R&D market and a portfolio company of Ardian S.A., a world-leading private investment house.

The combination of SQS with Assystem Technologies would create a leading professional services group specialising in quality assurance and process integrity across the entire spectrum of physical and digital process and product design. The Management Board of SQS as well as the Supervisory Board of SQS have confirmed to Assystem Technologies that should a firm offer be forthcoming on the terms proposed by the Bidder they would - on the basis of the currently available information - recommend it to SQS' shareholders (which includes holders of depositary interests).

As of now, to the knowledge of the Management Board of SQS, the Bidder has received from certain key shareholders irrevocable commitments or non-binding letters of intent to sell their shares under the Offer regarding approximately 66% of the shares/depositary interests currently issued by SQS.

Under the proposed terms, the consummation of the announced Offer will remain subject to satisfaction or waiver of customary pre-conditions, among others the consent of the competent anti-trust authorities in Germany and Austria and an overall level of acceptance of at least 75% of the diluted share capital of SQS. Hence, there is currently no certainty that the announced Offer will be consummated.

Further details of the terms and conditions of the Offer (if and when announced) are to be published on the internet on https://www.sqs.com/en/offer.php.

Further announcements will be made when appropriate.

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