Non-binding English convenience translation

Transcription

1 Non-binding English convenience translation IMPORTANT NOTICES SINCE THE SHARES OF REALTIME TECHNOLOGY AKTIENGESELLSCHAFT ARE NOT TRADED IN A REGULATED MARKET, THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPA- PIERERWERBS- UND ÜBERNAHMEGESETZ) ( WPÜG ) DOES NOT APPLY TO THIS OFFER. THERE- FORE, ALTHOUGH THE TERMS OF THIS OFFER AND THE OFFER DOCUMENT ARE MODELED ON CERTAIN PROVISIONS OF THE WPÜG, THE OFFER FOR THE PURCHASE AND ACQUISITION OF THE SHARES OF REALTIME TECHNOLOGY AKTIENGESELLSCHAFT IS NOT SUBJECT TO SUCH LAW AND THE OFFER DOCUMENT AND THE TERMS OF THE OFFER BEING MADE HEREBY DIFFER IN A NUM- BER OF MATERIAL RESPECTS FROM OFFERS SUBJECT TO THE WPÜG. THE SHAREHOLDERS OF REALTIME TECHNOLOGY AKTIENGESELLSCHAFT MAY NOT RELY ON PROTECTIONS AFFORDED BY THE WPÜG OR COMPLIANCE THEREWITH AND MAY NOT BASE OR RAISE ANY CLAIMS OF ANY KIND OR IN ANY MANNER UNDER OR IN CONNECTION WITH THE WPÜG. FURTHERMORE, THE OFFEROR HAS COMPILED INFORMATION PROVIDED IN THIS OFFER DOCU- MENT FROM PUBLICLY AVAILABLE SOURCES OF INFORMATION AND HAS NOT VERIFIED THE AC- CURACY AND COMPLETENESS OF SUCH INFORMATION. THE INFORMATION PROVIDED IN THIS OFFER DOCUMENT WILL NOT BE UPDATED. SHAREHOLDERS WHO WISH TO ACCEPT THE OFFER MAY NOT RELY ON THE ACCURACY AND/OR COMPLETENESS OF THE INFORMATION GIVEN IN THIS OFFER DOCUMENT, BUT RATHER SHALL BASE THEIR DECISION SOLELY ON THEIR OWN RESEARCH AND ON THEIR OWN EVALUATION OF THE ADEQUACY OF THE OFFER PRICE OFFERED BY THE OF- FEROR FOR THE SHARES OF REALTIME TECHNOLOGY AKTIENGESELLSCHAFT. THIS OFFER IS MADE EXCLUSIVELY TO SHAREHOLDERS OF REALTIME TECHNOLOGY AKTIENG- ESELLSCHAFT WITH PERMANENT OR HABITUAL RESIDENCE OR DOMICILE IN A MEMBER STATE OF THE EUROPEAN UNION. SHAREHOLDERS OF REALTIME TECHNOLOGY AKTIENGESELLSCHAFT WITH PERMANENT OR HABITUAL RESIDENCE OR DOMICILE OUTSIDE THE EUROPEAN UNION ARE NOT ENTITLED TO ACCEPT THIS OFFER. SHAREHOLDERS OF REALTIME TECHNOLOGY AK- TIENGESELLSCHAFT, ESPECIALLY THOSE WITH PERMANENT OR HABITUAL RESIDENCE OR DOMI- CILE OUTSIDE THE FEDERAL REPUBLIC OF GERMANY, SHOULD PAY PARTICULAR ATTENTION TO SECTION 1.2 AND SECTION 1.3 OF THIS OFFER. OFFER DOCUMENT Voluntary Public Offer (Cash Offer) of 3DS Acquisition AG Torstrasse 138, Berlin, Germany to the shareholders of Realtime Technology Aktiengesellschaft Rosenheimer Str. 145, Munich, Germany for the acquisition of their no-par value registered common shares in Realtime Technology Aktiengesellschaft for a cash consideration of EUR per share in Realtime Technology Aktiengesellschaft Acceptance Period: 11 December 2013 to 29 January 2014, (Central European Time) Shares in Realtime Technology Aktiengesellschaft: ISIN DE Shares in Realtime Technology Aktiengesellschaft notified for Sale: ISIN DE000A1YDGN0

2 TABLE OF CONTENTS 1. GENERAL INFORMATION ON THE OFFER General information and applicable law Shareholders of RTT with permanent or habitual residence or domicile outside the European Union are excluded from the Offer Distribution of the Offer Document and acceptance of the Offer outside the Federal Republic of Germany Publication of the Offer Document, notices Status of the information contained in the Offer Document SUMMARY OF THE OFFER SUBJECT OF THE OFFER ACCEPTANCE PERIOD Duration of the Acceptance Period Amendment of the Offer OFFEROR Description of the Offeror Acquisition of shares in RTT by Offeror in private transactions Possible parallel acquisitions DESCRIPTION OF RTT Legal foundations and capital structure Authorized capital Authorized Capital 2012/I Authorized Capital 2013/I Conditional capital Conditional Capital 2011/I Conditional Capital 2011/II Own shares Stock options Overview of the RTT Group s business activities Management board and supervisory board of RTT OFFER CONDITION Offer Condition Waiver of Offer Condition; publications POST OFFER DEALINGS BACKGROUND OF THE OFFER CONSIDERATION (OFFER PRICE) FINANCING OF THE OFFER EFFECTS OF THE OFFER ON THE RTT SHAREHOLDERS WHO DO NOT ACCEPT THE OFFER ACCEPTANCE AND SETTLEMENT OF THE OFFER Settlement Agent Acceptance of the Offer within the Acceptance Period; Effectiveness of Acceptance Further declarations by the accepting RTT Shareholders Legal consequences of acceptance Processing of the Offer and payment of the Offer Price Costs and expenses Non-fulfilment of the Offer Condition RIGHT OF RESCISSION, EXERCISING THESE RIGHTS Right of rescission Exercising the right of rescission TAXES APPLICABLE LAW, JURISDICTION... 18

3 1. GENERAL INFORMATION ON THE OFFER 1.1 General information and applicable law This offer document (the Offer Document ) contains the voluntary public offer (the Offer ) of 3DS Acquisition AG, registered with the commercial register at the Local Court of Frankfurt/Main under HRB (the Offeror ), to shareholders of Realtime Technology Aktiengesellschaft, Rosenheimer Str. 145, Munich, Germany, a stock corporation under German law, registered with the commercial register at the Local Court of Munich under HRB ( RTT and, together with its subsidiaries, the RTT Group ) with respect to all no-par value registered common shares of RTT traded under the ISIN DE that are not held (i) by RTT itself, (ii) by the Offeror, (iii) by shareholders of RTT who have agreed to sell their shares in private transactions to the Offeror, or (iv) by shareholders of RTT with permanent or habitual residence or domicile outside the European Union (such shares which are subject of the Offer including all related rights existing upon completion of the Offer (in particular the dividend rights to any undistributed profits for previous financial years and for the current financial year) hereinafter individually an RTT Share and together the RTT Shares ; shareholders holding RTT Shares hereinafter individually an RTT Shareholder and together the RTT Shareholders ). Since the shares in RTT are listed in the Entry Standard / Open Market of the Frankfurt Stock Exchange only and not in the regulated market, the Offer is not subject to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG ) and therefore has not been submitted to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin ) for either examination or review. Therefore, although the terms of this Offer and the Offer Document are modeled on certain provisions of the WpÜG, the Offer for the RTT Shares is not subject to such law and the Offer Document and the terms of the Offer being made hereby differ in a number of material respects from offers subject to the WpÜG. The RTT Shareholders may not rely on protections afforded by the WpÜG or compliance therewith and may not base or raise any claims of any kind or in any manner under or in connection with the WpÜG. In addition, please note that the Offer Document has been prepared and is provided to you in German only and the translation into English language has been prepared for convenience only and is not binding. The Offer is subject to the laws of the Federal Republic of Germany and will be completed in accordance with German law. No other documents form part of the Offer

4 1.2 Shareholders of RTT with permanent or habitual residence or domicile outside the European Union are excluded from the Offer Those shareholders of RTT whose permanent or habitual residence or domicile is outside the European Union are excluded from this Offer. The Offer can therefore not be accepted by these shareholders. 1.3 Distribution of the Offer Document and acceptance of the Offer outside the Federal Republic of Germany RTT Shareholders with permanent or habitual residence or domicile within the European Union but outside the Federal Republic of Germany who wish to accept the Offer, as well as persons who come into possession of the Offer Document outside the Federal Republic of Germany, are requested to observe the following statements. The Offeror is publishing the Offer Document in accordance with German law. The publication of the Offer Document is not for the purpose of making an offer or publishing the Offer and the Offer Document, or of publicly advertising the Offer in accordance with other laws of any jurisdiction other than the Federal Republic of Germany. Any publishing, delivering, distributing or disseminating of this Offer Document, a summary or other description of the terms of the Offer Document or other documents concerning the Offer may be subject to the provisions and restrictions under the laws and regulations of jurisdictions other than the Federal Republic of Germany. Therefore, a publication in accordance with the laws of any jurisdiction other than the Federal Republic of Germany is not intended. The Offeror does not permit third parties to directly or indirectly publish, disseminate or forward the Offer Document, a summary or other description of the terms of the Offer Document or other documents related to the Offer, outside the Federal Republic of Germany if this is not in compliance with the applicable foreign regulations, or if it is contingent on the compliance with official procedures or the granting of permission or other requirements, and such conditions are not fulfilled. The Offer can be accepted by all RTT Shareholders. However, the Offeror points out that the acceptance of the Offer by RTT Shareholders with permanent or habitual residence or domicile outside the Federal Republic of Germany can be subject to regulations of jurisdictions other than those of the Federal Republic of Germany. Such RTT Shareholders who come into possession of the Offer Document outside the Federal Republic of Germany and/or wish to accept the Offer and fall within the scope of securities and capital market regulations of jurisdictions other than the Federal Republic of Germany, are requested to inform themselves about and comply with these regulations. If, based on the legal provisions applicable to the respective custody agreement, a custodian securities services provider has obligations towards its customers to provide or pass on information in connection with the Offer and/or the Offer Document, the respective custodian securities services provider is required to independently examine the effects of the laws of foreign jurisdictions on such obligations. The Offeror has given no instructions to any custodian securities service provider or third parties to deliver the Offer Document, a summary or other - 3 -

5 description of the terms of the Offer Document or other documents related to the Offer to shareholders outside the Federal Republic of Germany. Neither the Offeror nor any individual or entity acting on the Offeror s behalf bears any responsibility whatsoever for whether the publication, dispatch, distribution or dissemination of the Offer Document and/or the Offer outside the Federal Republic of Germany complies with the provisions of legal systems other than those of the Federal Republic of Germany and/or for whether the acceptance of the Offer outside the Federal Republic of Germany complies with the respective applicable legal provisions. Any responsibility of the Offeror or any individual or entity acting on the Offeror s behalf for third parties non-compliance with legal provisions of a foreign jurisdiction is expressly excluded. 1.4 Publication of the Offer Document, notices The Offer Document was published on the internet at RTT Shareholders can also request copies of the Offer Document free of charge from B. Metzler seel. Sohn & Co. KGaA, Corporate Actions, at fax number +49 (0) The Offeror has not arranged for any other publication of the Offer Document or the Offer and has not authorized any third party to give details as to the Offer or the Offer Document. The Offeror intends to publish the number of shares in RTT which are the subject matter of this Offer and in respect of which it receives Acceptance Declarations, at as soon as practicable after the expiration of the Acceptance Period. In addition, all notifications and announcements required under any applicable law in conjunction with this Offer, if any, as well as any other communication from or announcement by the Offeror regarding this Offer including any changes to the Offer will be published on the internet at The RTT Shareholders are advised to regularly check the aforementioned website for any developments or communications concerning the Offer. 1.5 Status of the information contained in the Offer Document All details, views, intentions and forward-looking statements contained in the Offer Document are, unless expressly provided otherwise, based on the information and plans currently available as well as on certain assumptions made by the Offeror at the time of the publication of the Offer Document, which assumptions could change in future and entail uncertainties and risks. The information in the Offer Document regarding RTT and the RTT Group is largely based on the annual report of RTT for 2012 as at 31 December 2012 (the Annual Report 2012 ), the half-year report of RTT for the first half of 2013 as at 30 June 2013 and press releases. These pieces of information are publicly accessible on the internet at and were made public by RTT under its sole responsibility and was not separately verified by the Offeror; - 4 -

6 therefore, the Offeror does not assume any responsibility as to the accuracy and/or completeness of the information. Accordingly, RTT Shareholders who wish to accept the Offer may not rely on the accuracy and/or completeness of the information given in this Offer Document, but rather shall base their decision of whether to accept the Offer on their own research and on their own evaluation of the adequacy of the purchase price offered by the Offeror for the RTT Shares. The Offeror would like to expressly point out that it is not obliged and does not intend to update the Offer Document. Neither the Offeror nor any individual or entity acting on the Offeror s behalf has authorized third persons to issue declarations in connection with the Offer or the Offer Document. Should third parties nevertheless issue such declarations, these cannot be attributed to the Offeror and any individual or entity acting on the Offeror s behalf. 2. SUMMARY OF THE OFFER The following summary of the Offer contains selected, important information of the Offer Document. This information is merely intended to provide the RTT Shareholders with an initial overview of the terms of the Offer. Therefore, the summary should be read in conjunction with the more detailed information contained elsewhere in the Offer Document. Reading the summary cannot replace the complete reading of the Offer Document. Offeror Shares to be acquired by Offeror in private transactions Target company Subject of the Offer Addressees of the Offer Consideration Acceptance Period 3DS Acquisition AG, Torstrasse 138, Berlin, Germany. The Offeror has agreed in private share purchase agreements with shareholders of RTT holding a total of 3,771,292 shares in RTT (equivalent of 84.44% of outstanding share capital of RTT at publication of this Offer) to purchase their shares, the consummation of which is subject only to certain conditions precedent as set forth in section 7.1 of this Offer Document (the SPAs ). Realtime Technology Aktiengesellschaft, Munich (RTT). Acquisition of all no-par value registered common RTT Shares, each share representing an arithmetical share of EUR 1.00 in the share capital of RTT including all related rights existing upon completion of the Offer (in particular the dividend rights to any undistributed profits for previous financial years and for the current financial year) excluding, however, shares held by (i) RTT itself, (ii) the Offeror, (iii) shareholders of RTT who have agreed to sell their shares in private transactions under the SPAs to the Offeror, or (iv) shareholders of RTT with permanent or habitual residence or domicile outside the European Union. All shareholders of RTT excluding, however, (i) RTT itself, (ii) the Offeror, (iii) shareholders of RTT who have agreed to sell their shares in private transactions under the SPAs to the Offeror, and (iv) shareholders of RTT with permanent or habitual residence or domicile outside the European Union. EUR in cash per RTT Share. 11 December 2013 until 29 January 2014, (Central European Time, CET )). The Offeror is entitled to extend the Acceptance Period. In addition, the Acceptance Period is automatically extended by two weeks if an amendment of the Offer is published within the last two - 5 -

7 weeks prior to the expiration of the Acceptance Period. In each case of an extension of the Acceptance Period, any reference to the Acceptance Period in this Offer Document shall be deemed to be a reference to the so extended Acceptance Period. Acceptance Offer Condition Settlement Costs ISIN The acceptance must be declared in writing to the custodian securities services provider (the Custodian Bank ) of the respective RTT Shareholder. The acceptance will take effect once the tendered RTT Shares ( RTT Shares Notified for Sale ) are transferred to ISIN DE000A1YDGN0. The Offer and the arrangements that follow from the acceptance of the Offer are subject to the fulfilment of the condition precedent that the closing of the SPAs under which the Offeror acquires more than 80% of the outstanding share capital in RTT has occurred. With regard to the RTT Shares Notified for Sale tendered within the Acceptance Period, payment of the Offer Price (see definition in section 3 of the Offer Document) is envisaged to be made within 5 Business Days (see definition in section 4.2 of the Offer Document) after the end of the Acceptance Period provided the Offer Condition is either fulfilled or waived. The acceptance of the Offer via a German Custodian Bank is free of charge for the RTT Shareholders apart from the costs for transmitting the declaration of acceptance to the Custodian Bank. For this purpose, the Offeror will grant the Custodian Banks a compensation which will be communicated separately and include a market standard custodian bank fee. Any fees of Custodian Banks outside the Federal Republic of Germany as well as any foreign stock exchange turnover tax, stamp duties or similar foreign taxes and charges shall be borne entirely by the respective RTT Shareholder accepting the Offer. RTT Shares: ISIN DE RTT Shares Notified for Sale: ISIN DE000A1YDGN0. Publications The Offer Document was published on the internet at RTT Shareholders can also request copies of the Offer Document free of charge from B. Metzler seel. Sohn & Co. KGaA, Corporate Actions, at fax number +40 (0) All notifications and announcements required under any applicable law in conjunction with this Offer, if any, as well as any other communication from or announcement by the Offeror regarding this Offer including any changes to the Offer will be published on the internet at 3. SUBJECT OF THE OFFER In accordance with the provisions and conditions contained in the Offer Document, the Offeror hereby offers to purchase and acquire the RTT Shares held by all RTT Shareholders, each share representing an arithmetical share of EUR 1.00 in the share capital of RTT including all related rights existing upon completion of the Offer (in particular the dividend rights to any undistributed profits for previous financial years and for the current financial year), for a cash consideration of EUR per RTT Share ( Offer Price ) subject to the terms and conditions of this Offer Document

8 The Offer does not apply to shares in RTT which are held by (i) RTT itself, (ii) the Offeror, (iii) shareholders of RTT who have agreed to sell their shares in private transactions under the SPAs described in section 5.2 to the Offeror, or (iv) shareholders of RTT with permanent or habitual residence or domicile outside the European Union. Taking into consideration the acquisition of shares in RTT by the Offeror under the SPAs described in section 5.2, the 13,663 shares which are according to RTT currently held by RTT itself, and the shares which are potentially currently held by shareholders of RTT who have their permanent or habitual residence or domicile outside the European Union, not more than 695,115 RTT Shares (equivalent of 15.56% of outstanding share capital of RTT at publication of this Offer) are currently subject to this Offer. 4. ACCEPTANCE PERIOD 4.1 Duration of the Acceptance Period The period for accepting the Offer (including any extensions that may be made by the Offeror as set forth in section 4.2) ( Acceptance Period ) begins with the publication of the Offer Document on 11 December 2013 and will end on 29 January 2014, (CET). 4.2 Amendment of the Offer The Offeror is entitled to amend the Offer in all respects, including the extension of the Acceptance Period and any other amendments to the Offer other than the reduction of the Offer Price for the RTT Shares, up to one Business Day before the Acceptance Period expires. Business Day means a day on which banks in Munich, Germany, are open for business. If an amendment of the Offer is published within the last two weeks prior to the expiration of the Acceptance Period, the Acceptance Period will automatically be extended by two weeks. In each case of an extension of the Acceptance Period, any reference to the Acceptance Period in this Offer Document shall be deemed to be a reference to the so extended Acceptance Period. In case of an amendment, the Offeror will publish the amendment on the internet at RTT Shareholders, who have accepted the Offer, shall, up to the expiry of the Acceptance Period, be entitled to rescind from the (amended) agreements concluded as a result of the acceptance of the Offer. 5. OFFEROR 5.1 Description of the Offeror The Offeror is a stock corporation under German law, registered with the commercial register at the Local Court of Frankfurt under HRB The Offeror is an indirect 100% subsidiary of Dassault Systèmes S.A., a listed stock corporation (société anonyme) under French law, - 7 -

9 registered with the trade and company registry (registre du commerce et des sociétés) under no RCS Versailles. Further information on Dassault Systèmes S.A. can be taken from the internet at As long as the management board of the Offeror consists of only one member, the Offeror is represented by such member alone. If more members of the management board are appointed, the Offeror is represented by two management board members or by one management board member collectively with a procuration officer (an agent with a special form of a general power of attorney under German law). Currently, the management board of the Offeror consists only of one member, Mr Andreas Barth. The object of the Offeror is the acquisition, the sale, the holding and the management of participations in other entities. The Offeror may engage in any business activities which it considers necessary or useful in order to achieve the purpose of the company. 5.2 Acquisition of shares in RTT by Offeror in private transactions The Offeror has agreed in the SPAs, i.e., private share purchase agreements with shareholders of RTT holding a total of 3,771,292 shares in RTT (equivalent of 84.44% of the outstanding share capital of RTT at publication of this Offer) to purchase their shares, the consummation of which is subject only to certain conditions precedent as set forth in section 7.1 of this Offer Document. With the exception of the clearances by the German Federal Cartel Office (Bundeskartellamt) and the competent Austrian competition authorities (which can be waived, to the extent legally permissible, only with the consent of the representative of the sellers under the SPAs), the Offeror is entitled to waive all or individual conditions precedent for the consummation of the SPAs. Closing of the SPAs is currently intended to take place within 5 (five) days which are a bank working days in Munich (Germany) and Paris (France) after the conditions precedent under the SPAs as set forth in section 7.1 are either satisfied or waived. 5.3 Possible parallel acquisitions The Offeror reserves the right, also during the Acceptance Period, to acquire additional shares in RTT directly or via persons acting jointly with the Offeror, outside of the Offer. Such purchases of shares in RTT may be on the same terms or on terms that are more or less favourable to RTT s shareholders than the terms of the Offer. 6. DESCRIPTION OF RTT 6.1 Legal foundations and capital structure RTT is a German stock corporation with its registered office in Munich (business address: Rosenheimer Str. 145, Munich, Germany). The company is registered with the commercial register at the Local Court of Munich under HRB

10 RTT was founded on 23 March 1999 as a German stock corporation by Ludwig A. Fuchs, Christoph Karrasch and Jörg Stemmler. To the Offeror s knowledge, the shares of RTT are currently listed in the Entry Standard / Open Market of the Frankfurt Stock Exchange under ISIN DE and are also traded on the stock exchanges in Stuttgart and Berlin in the over-the-counter market and in the electronic trading system XETRA. According to the articles of association, the corporate purpose of RTT is the development, distribution and trade of software as well as the offer of associated services support. According to the information recorded in the competent commercial register, RTT s share capital as of 11 December 2013 is EUR 4,480, and is divided into 4,480,070 no-par value registered common shares with an arithmetical value in the share capital of EUR 1.00 per share (all such shares together with all future shares in RTT of the same nature, each a Company Share ). Different classes of shares do not exist. With the exception of 13,663 shares which are according to RTT currently held by RTT itself, each share confers full entitlement to vote and to dividends. Taking into consideration the acquisition of shares in RTT by the Offeror under the SPAs described in section 5.2, the 13,663 shares which are according to RTT currently held by RTT itself, and the shares which are potentially currently held by shareholders of RTT who have their permanent or habitual residence or domicile outside the European Union, not more than 695,115 RTT Shares (equivalent of 15.56% of outstanding share capital of RTT at publication of this Offer) are currently subject to this Offer Authorized capital Authorized Capital 2012/I According to Article 4 (11) of RTT s articles of association, RTT s management board is empowered, subject to the consent of the supervisory board, to increase RTT s share capital either once or multiple times until 20 July 2017, by a total of up to EUR 94, against contribution in cash or kind (including so-called mixed contributions in kind) by means of issuing up to 94,336 new registered no-par value shares (Authorized Capital 2012/I), at which a starting date for the dividend rights may be selected in deviation from the law. The management board is entitled, subject to the supervisory board s consent, to exclude the subscription rights of shareholders in individual cases listed in RTT s articles of association under Article 4 (11), sentence Authorized Capital 2013/I According to Article 4 (8) of RTT s articles of association, RTT s management board is empowered, subject to the consent of the supervisory board, to increase RTT s share capital either once or multiple times until 28 June 2018, by a total of up to EUR 2,053, against con

11 tribution in cash or kind (including so-called mixed contributions in kind) by means of issuing up to 2,053,950 new registered no-par value shares (Authorized Capital 2013/I), at which a starting date for the dividend rights may be selected in deviation from the law. The management board is entitled, subject to the supervisory board s consent, to exclude the subscription rights of shareholders in individual cases listed in RTT s articles of association under Article 4 (8), sentence Conditional capital Conditional Capital 2011/I According to Article 4 (9) of RTT s articles of association, RTT s share capital is being conditionally increased by up to EUR 1,742, by means of issuing up to 1,742,618 new registered no-par value shares with an arithmetical value in the share capital of EUR 1.00 per share (Conditional Capital 2011/I). This conditional capital is exclusively dedicated to grant shares to holders and creditors of such option bonds and/or convertible bonds that are issued or guaranteed by RTT, or by group companies according to Section 18 German Stock Corporation Act (Aktiengesetz) in which RTT holds a direct or indirect share of at least 90% until 28 July 2016, on the basis of the authorization granted by the general meeting on 29 July Conditional Capital 2011/II According to Article 4 (10) of RTT s articles of association, RTT s share capital is being conditionally increased by up to EUR 400, by means of issuing up to 400,000 new registered no-par value shares with an arithmetical value in the share capital of EUR 1.00 per share (Conditional Capital 2011/II). The Conditional Capital 2011/II serves to protect subscription rights granted or to be granted to members of the management and employees of affiliated companies, until 28 July 2016 on the basis of the authorization through the general meeting in the scope of the Stock Option Plan 2011 as well as the Modified Stock Option Plan Own shares RTT s management board is authorized by a resolution of RTT s general meeting of 28 June 2013 pursuant to Section 71 (1) no. 8 AktG, to acquire, until 27 June 2018, shares of RTT, up to 10% of RTT s share capital existing as of the general meeting s resolution. The authorization can be utilized either wholly or in part, once or repeatedly Stock options RTT has stock option plans in place under which it has granted 440,000 stock options to employees and members of its management board (Vorstand) which, once the stock option has

12 vested, entitle its respective holder to acquire one Company Share per stock option at a certain price payable upon exercise. 6.2 Overview of the RTT Group s business activities RTT, founded in 1999, is the ultimate parent company of the RTT Group. RTT is the leading one-stop provider of high-end software, consulting and creative services for professional 3-D visualization. As a strategic partner, RTT offers sustainably effective and seamless process support with its comprehensive approach across the entire product life-cycle. From ideation, through design and development phases, to marketing and consumer experience it allows its customers to simulate and analyses their future product through virtual prototyping. In the marketing and sales phases up to consumers experiences phase, the company creates digital content and provides marketing consulting to its customers. According to the Annual Report 2012, in the 2012 financial year the RTT Group achieved a turnover of around EUR 73.7 million and employed 689 persons worldwide as of 31 December Management board and supervisory board of RTT The members of the RTT management board are Mr. Ludwig A. Fuchs and Mr. Roberto Schettler. The members of the RTT supervisory board are Prof. Dr. Marcus Englert (chairman of the supervisory board), Christoph Karrasch (deputy chairman of the supervisory board), Mr. Tim Bunting, Mr. Peter Conzatti, Dr. Ralf Schnell as well as Mr. Jürgen Kunz. The RTT supervisory board is exclusively made up of shareholder representatives. 7. OFFER CONDITION 7.1 Offer Condition The Offer and the share purchase and share transfer agreements with the RTT Shareholders that will be entered into by its acceptance are subject to the fulfilment of the condition precedent that the closing of the SPAs under which the Offeror acquires more than 80% of the outstanding share capital in RTT has occurred (the Offer Condition ). Such closing depends inter alia upon clearance under merger control regulations by the German and Austrian competent authorities, the on-going employment of certain members of the management board and employees, the non-occurrence of certain material adverse changes to RTT Group (including adverse litigation) and RTT carrying on its business as a going concern. The Offeror is entitled to waive the conditions precedent under the SPAs other than the merger control condition which can be waived, to the extent legally permissible, only with the consent of the representative of the sellers under the SPAs

13 7.2 Waiver of Offer Condition; publications The Offeror may unilaterally waive, to the extent legally permissible, the Offer Condition as set forth in section 7.1. Should the Offeror waive the Offer Condition, it shall be deemed to have been fulfilled. Should the condition laid down in section 7.1 of the Offer Document not be fulfilled or waived before the expiry of the Acceptance Period, the Offer shall lapse and the agreements resulting from the acceptance of the Offer shall be invalid; in such a case, the Offer will not be completed. If and to the extent the Offer Condition pursuant to section 7.1 has been fulfilled or waived, the the Offeror will timely announce this. The preceding announcement will be published by the Offeror on the internet at 8. POST OFFER DEALINGS The Offeror may conduct, to the extent legally permissible, additional purchases of shares in RTT pursuant to one or more open-market purchase programs, through private transactions or through tender offers or otherwise. Future purchases of shares in RTT may be on the same terms or on terms that are more or less favourable to RTT s shareholders than the terms of the Offer. Any possible future purchases will depend on many factors, including the results of the Offer, the market price of shares in RTT, the Offeror s business and financial position, and general economic and market conditions. In addition, following the consummation of the Offer, the Offeror may also determine to dispose of its shares in RTT, in whole or in part, at any time and from time to time, subject to applicable laws. Any such decision would be based on the Offeror s assessment of a number of different factors, including, without limitation, the business, prospects and affairs of RTT, the market for the shares in RTT, the condition of the securities markets, general economic and industry conditions and other opportunities available to the Offeror. 9. BACKGROUND OF THE OFFER With the Offer, the Offeror intends to increase its shareholding in RTT following the acquisition of approximately 84% of RTT s share capital from certain shareholders under the SPAs (see section 5.2) up to 100%. 10. CONSIDERATION (OFFER PRICE) The Offer Price amounts to EUR per RTT Share and will be paid in cash in Euros. 11. FINANCING OF THE OFFER The Offeror has taken the necessary steps to ensure that it has the required financial resources available in time to fully complete the Offer

14 12. EFFECTS OF THE OFFER ON THE RTT SHAREHOLDERS WHO DO NOT AC- CEPT THE OFFER RTT Shareholders who intend not to accept the Offer should bear the following in mind: (a) (b) (c) (d) RTT Shares in respect of which the Offer was not accepted will continue to be listed in the Entry Standard / Open Market of the Frankfurt Stock Exchange. It is uncertain whether the price of the RTT Shares will remain at the current level or will drop or increase once the Acceptance Period has expired. It is expected that the completion of the acquisition of shares in RTT pursuant to the SPAs between the Offeror and certain shareholders of RTT (see section 5.2) and the Offer will result in a reduction in free float at RTT and therefore in the liquidity of shares in RTT. The number of shares in free float could be reduced to such an extent that proper trading of shares in RTT can no longer be expected or that no further trading will take place. As a result, it may not be possible to carry out sell orders in good time or even at all. Moreover, a lower level of liquidity of the shares in RTT could lead to greater price fluctuations in respect of the shares in RTT than in the past. If, after the completion of the Offer, the Offeror as the controlling company concludes a domination agreement with RTT as the controlled company, the Offeror as controlling company will be entitled to issue binding instructions to the management board of RTT. Should this domination agreement be combined with a profit transfer agreement, RTT would moreover be obliged to transfer its profits to the controlling company. In the case of a domination and/or profit transfer agreement, the controlling company would be obliged to assume all RTT s losses as at the end of the year. In addition, the controlling company will be obliged, if a domination and/or profit transfer agreement is concluded, to provide all outside shareholders in RTT with adequate compensation and to make an offer to the outside shareholders in RTT to acquire their shares in RTT against payment of an adequate consideration instead of the adequate compensation. Whether the amount of the compensation or the consideration is adequate can be verified in court appraisal proceedings. The amount of this consideration could be the same as the value of the Offer Price but also higher or lower. If, after the completion of the Offer or at a later date, the Offeror directly or indirectly holds at least 95% of the share capital of RTT, the Offeror could have the general meeting of RTT resolve on the transfer of the remaining shares in RTT to the principal shareholder against payment of an adequate cash consideration ( Squeeze-Out under Stock Corporation Legislation ). The amount of the adequate cash consideration to be paid as part of such a squeeze-out will depend on the economic position of RTT when the general meeting resolves on the transfer of the shares. Whether the amount of the cash consideration is adequate can be verified in court appraisal proceedings. The amount of the cash consideration could be the same as the Offer Price, but could also be higher or lower. If a Squeeze-Out under Stock Corporation Legislation were to be carried out, the shares in RTT would cease to be listed on the stock exchange

15 (e) If, after the completion of the Offer or at a later date, the Offeror holds at least 90% of the share capital of RTT, the Offeror could have the general meeting of RTT resolve, in connection with a merger of RTT into the Offeror, on the transfer of the remaining shares in RTT to the Offeror against payment of an adequate cash consideration ( Squeeze-Out under Merger Legislation ). The amount of the adequate cash consideration to be paid as part of such a squeeze-out will depend on the economic position of RTT when the general meeting resolves on the transfer of the shares. Whether the amount of the cash consideration is adequate can be verified in court appraisal proceedings. The amount of the cash consideration could be the same as the Offer Price, but could also be higher or lower. If a Squeeze-Out under Merger Legislation were to be carried out, the shares in RTT would cease to be listed on the stock exchange. 13. ACCEPTANCE AND SETTLEMENT OF THE OFFER 13.1 Settlement Agent The Offeror has retained B. Metzler seel. Sohn & Co. KGaA, Corporate Actions, Große Gallusstraße 18, Frankfurt/Main, as settlement agent to perform the technical execution and processing of the Offer (the Settlement Agent ) Acceptance of the Offer within the Acceptance Period; Effectiveness of Acceptance Those RTT Shareholders who want to accept the Offer should contact their Custodian Bank with any questions they have about the technical aspects of accepting the Offer and its processing. The Custodian Banks will be informed separately about how the Offer is accepted and processed. RTT Shareholders can only accept the Offer by taking the following steps within the Acceptance Period: declaring in writing their acceptance of the Offer to their respective Custodian Bank (the Declaration of Acceptance ), and instructing and authorizing their Custodian Bank to undertake the re-booking of the RTT Shares in their securities account in respect of which they want to accept the Offer to ISIN DE000A1YDGN0 at Clearstream Banking AG ( Clearstream ). The acceptance of the Offer shall only become effective if the RTT Shares have been re-booked to ISIN DE000A1YDGN0 at Clearstream by no later than 18:00 CET on the second Business Day after the expiry of the Acceptance Period. A declaration of Acceptance not received by the respective Custodian Bank within the Acceptance Period, or incorrectly or incompletely filled out, or

16 with respect to which the RTT Shares tendered for sale have not been re-booked on time as set forth above, will not count as acceptance of the Offer. In each such case, neither the Declaration of Acceptance nor the shares submitted but not properly re-booked, shall entitle the respective RTT Shareholder to receive the consideration for the RTT Shares tendered thereunder. None of the Offeror, its affiliates, its assigns, the Settlement Agent, the Offeror s legal counsel or any other person will be under any duty to give notification of any defects or irregularities or incur any liability for failure to give any notification with respect to the above, provided however that the Offeror reserves the right to accept any Declaration of Acceptance received following the expiration of the Acceptance Period or which are incorrectly or incompletely filled out Further declarations by the accepting RTT Shareholders By accepting the Offer pursuant to section 13.2 of the Offer Document, the RTT Shareholders at the same time declare that: (a) (b) (c) (d) (e) they instruct and authorize their respective Custodian Bank to undertake the re-booking of the RTT Shares in their securities account in respect of which they want to accept the Offer to ISIN DE000A1YDGN0 at Clearstream, they instruct and authorize their respective Custodian Banks to in turn instruct and authorize Clearstream to re-book for transfer to the Offeror their RTT Shares Notified for Sale to the Settlement Agent in its account (no at Clearstream) immediately after the Acceptance Period has expired and the Offer Condition set forth in section 7.1 of the Offer Document has been fulfilled or this condition has been permissibly waived; they instruct and authorize the Settlement Agent and their respective Custodian Banks, in each case with exemption from the prohibition on self-contracting pursuant to Section 181 German Civil Code (Bürgerliches Gesetzbuch), to undertake all actions necessary or appropriate for processing the Offer in accordance with the Offer Document, as well as to issue and accept declarations, and in particular to effect the transfer of the ownership of the RTT Shares Notified for Sale to the Offeror; they instruct and authorize their respective Custodian Banks to in turn instruct and authorize Clearstream to notify the Offeror directly or via the Settlement Agent each trading day of the number of RTT Shares booked in the account of the respective Custodian Bank at Clearstream under ISIN DE000A1YDGN0; they will transfer their respective RTT Shares Notified for Sale including all related rights existing upon completion of the Offer (in particular the dividend rights to any undistributed profits for previous financial years and for the current financial year) to the Offeror simultaneously with the crediting of the Offer Price to the respective Custodian Bank provided that: (i) the Offer Condition set forth in section 7.1 of the Offer Document has been fulfilled or waived; and

17 (ii) the Acceptance Period has expired; and that (f) their respective RTT Shares Notified for Sale are, at the time of the transfer, their exclusive property and free of rights and claims of third parties. The declarations, instructions, orders and authorizations specified in paragraphs (a) to (f) are given or issued irrevocably in the interest of a smooth and rapid processing of the Offer. They will only lapse (i) in the event of the effective rescission of the agreement arising from the acceptance of this Offer pursuant to section 14 of the Offer Document, or (ii) if the Offer Condition set forth in section 7.1 of the Offer Document was not fulfilled or waived by the Offeror before expiry of the Acceptance Period Legal consequences of acceptance On acceptance of the Offer, an agreement on the sale and transfer of the RTT Shares Notified for Sale will come into force between the respective RTT Shareholder and the Offeror, on the terms and conditions as set forth in this Offer Document Processing of the Offer and payment of the Offer Price If, on expiry of the Acceptance Period, the Offer Condition has been fulfilled or fulfilment thereof has been duly and properly waived, the Settlement Agent shall transfer the RTT Shares Notified for Sale, for which shares the Offer has been effectively accepted within the Acceptance Period, to the Offeror simultaneously against payment of the Offer Price to the account of the respective Custodian Bank at Clearstream (the Settlement ). Settlement is envisaged to be made within 5 (five) Business Days after the end of the Acceptance Period provided the Offer Condition is either fulfilled or waived. Once the respective Offer Price due has been credited to the account of the respective Custodian Bank at Clearstream, the Offeror shall be deemed to have fulfilled its obligation towards the relevant RTT Shareholder to pay the Offer Price. The respective Custodian Bank shall be responsible for crediting the respective Offer Price due to the account of the relevant RTT Shareholder Costs and expenses The acceptance of the Offer via a German Custodian Bank is free of charge for the RTT Shareholders apart from the costs for transmitting the Declaration of Acceptance to the Custodian Bank. For this purpose, the Offeror will grant the Custodian Banks a compensation which will be communicated separately and include a market standard custodian bank fee. Any fees of Custodian Banks outside the Federal Republic of Germany as well as any foreign stock exchange turnover tax, stamp duties or similar foreign taxes and charges shall be borne entirely by the respective RTT Shareholder accepting the Offer

18 13.7 Non-fulfilment of the Offer Condition The Offer shall not be completed and the Offeror shall not be obliged to acquire the RTT Shares Notified for Sale if the Offer Condition laid down in section 7.1 of the Offer Document was not fulfilled or waived by the Offeror before expiry of the Acceptance Period. In such a case, all the RTT Shares Notified for Sale will be re-booked to ISIN DE without undue delay. Arrangements will be made to ensure, in case of non-fulfilment or waiver of the Offer Condition before expiry of the Acceptance Period, that the re-booking will be carried out within 5 (five) Business Days following the expiry of the Acceptance Period. Once the re-booking has been carried out, all the RTT Shares can once again be traded under the original ISIN DE Re-booking via a German Custodian Bank is free of charge for the RTT Shareholders. Any fees of Custodian Banks outside the Federal Republic of Germany as well as any foreign stock exchange turnover tax, stamp duties or similar foreign taxes and charges shall be borne entirely by the respective RTT Shareholder. 14. RIGHT OF RESCISSION, EXERCISING THESE RIGHTS 14.1 Right of rescission Once the Offer has been accepted, the RTT Shareholders shall have the following right of rescission: RTT Shareholder shall, up to the expiry of the Acceptance Period, be entitled to rescind the agreements concluded as a result of the acceptance of the Offer at any time Exercising the right of rescission RTT Shareholders may only exercise the right of rescission by: declaring their rescission in respect of a specific number of RTT Shares Notified for Sale vis-à-vis their Custodian Bank in writing and in good time; and instructing and authorizing their Custodian Bank within the Acceptance Period to carry out the re-booking in respect of such number of RTT Shares Notified for Sale held in their securities account under ISIN DE000A1YDGN0 to ISIN DE with respect to which they have declared the rescission. The rescission shall only become effective once the RTT Shares Notified for Sale of the respective rescinding shareholder have been re-booked to the original ISIN DE at Clearstream. The re-booking will be arranged by the respective Custodian Bank. If the Custodian Bank has been notified of the rescission within the Acceptance Period, the RTT Shares Notified for Sale shall be deemed to have been re-booked to ISIN DE in good time if this has been done by no later than 18:00 CET on the second Business Day following the expiry of the Acceptance Period