SQS Software Quality : Threshold for Compulsory Acquisition Proceeding Reached Closure of Offer

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

5 February 2018 / 08:00 CET/CEST -> 07:00 GMT

SQS Software Quality Systems AG ('SQS')

Statement re expected Offer

Introduction

Today, Assystem Services Deutschland GmbH informed SQS that it has received valid acceptances in respect of 96.16 per cent. of the shares/depositary interests in SQS and intends to initiate a compulsory acquisition proceeding pursuant to Sections 327a ff. of the German Stock Corporation Act (Aktiengesetz). The Offer will be closed on 19 February 2018.

Intention to initiate Squeeze-Out

Assystem Services Deutschland GmbH (formerly: Weilchensee 884. V V GmbH) (the 'Bidder') has received valid acceptances in respect of a total of 31,185,195 SQS Shares, representing, in aggregate, approximately 96.16 per cent. in nominal capital of the SQS Shares and of the voting rights normally exercisable at a general meeting of SQS. The acceptances come in light of the 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') as set out in the offer document, which was published on 18 December 2017 by the Bidder (the 'Offer Document'). The Bidder has given notice that the offer will remain open for acceptance until 1.00 p.m. (London time) on 19 February 2018.

Accordingly, as already indicated in the Offer Document, the Bidder today informed SQS of its intention to initiate after closure of the Offer on 19 February 2018 and following completion of any preparatory steps as may be required, a compulsory acquisition proceeding pursuant to Sections 327a ff. of the German Stock Corporation Act (Aktiengesetz) to acquire compulsorily, with cash compensation comparable to the Offer price, the remaining SQS Shares in respect of which the Offer has not at such time been accepted.

SQS Shareholders should consider that the cash compensation payable for each SQS Share in this case might be equal to, higher than or lower than the Offer Price.

Further details of the terms and conditions of the Offer are published on the internet on https://www.sqs.com/en/offer.php.

Further announcements will be made when appropriate.

For further information, please contact:

Diederik Vos, Chief Executive Officer of SQS Tel. +49 2203 9154-50
René Gawron, Chief Financial Officer of SQS