Joint Opinion of the Management Board and the Supervisory Board

Transcription

1 THIS DOCUMENT IS A NON-BINDING ENGLISH TRANSLATION OF THE COMPULSORY PUBLICATION PURSUANT TO SECTIONS 34, 27 (3) SENTENCE 1, 14 (3) SENTENCE 1 GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WPÜG). ALL POSSIBLE CARE HAS BEEN TAKEN TO ENSURE THAT THIS TRANSLATION IS AN ACCURATE PRESENTATION OF THE GERMAN PUBLICATION. HOWEVER, IN CASE OF ANY INCONSISTENCY BETWEEN THE GERMAN PUBLICATION AND THIS TRANSLATION THEREOF, THE GERMAN PUBLICATION SHALL TAKE PRECEDENCE AND IS SOLELY LEGALLY BINDING. Joint Opinion of the Management Board and the Supervisory Board of SinnerSchrader Aktiengesellschaft Völckerstraße 38, Hamburg, Federal Republic of Germany pursuant to section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG ) on the Voluntary Public Takeover Offer (cash offer) of Accenture Digital Holdings GmbH, Campus Kronberg 1, Kronberg im Taunus, Federal Republic of Germany to the shareholders of SinnerSchrader Aktiengesellschaft Völckerstraße 38, Hamburg,

2 Federal Republic of Germany Shares in SinnerSchrader Aktiengesellschaft: ISIN DE Tendered SinnerSchrader Aktiengesellschaft Shares: ISIN DE000A2E42L7-2 -

3 Table of Contents Preamble... 5 I. Summary of the Opinion... 6 II. General information concerning the Opinion Legal basis of the Opinion Factual basis of the Opinion Publication of this Opinion and any additional opinions concerning potential modifications to the Takeover Offer Autonomous decision by the SinnerSchrader-Shareholders... 9 III. Information about the Bidder Bidder Legal basis and capital structure of the Bidder SinnerSchrader-Shares held by the Bidder or by persons acting in concert with the Bidder or their subsidiaries; attribution of voting rights and financial instruments with respect to SinnerSchrader-Shares Accenture Holding GmbH & Co. KG Accenture Holdings B.V Remaining corporate structure of the Bidder Accenture plc IV. Information about the Target Company Relationships under corporate law Share capital, shares, options and stock exchange trading Business activities Business development V. Information about the Takeover Offer Execution of the Takeover Offer Bidder s stated reasons behind the Takeover Offer Material terms of the Takeover Offer Offer Price and Acceptance Periods Official Approvals and Proceedings Financing of the Takeover Offer Offer Document as authoritative basis VI. Type and level of consideration offered (section 27 para. 1 no. 1 WpÜG) Minimum Offer Price under the WpÜG Stock exchange price Prior acquisitions; securities transactions of the Bidder

4 1.3 Parallel acquisitions Evaluation of the Offer Price by the Management Board and the Supervisory Board Fairness Opinion Comparison with historical stock exchange prices Fairness of the Offer Price VII. Objectives pursued by the Bidder by way of the Takeover Offer and expected consequences of a successful Offer for the Target Company, the employees and their representatives, the terms and conditions of employment and the Target Company s sites (section 27 para. 1 no. 2 and no. 3 WpÜG) Business Combination Agreement with the Target Company; background Economic and strategic basis of takeover Material terms and conditions of the offer Support for the Offer Ordinary course of business Phased integration Intentions with respect to the future business and cooperation Term Future business activity, assets and future obligations of the Target Company Registered seat of SinnerSchrader, location of significant parts of the business Employees, employee representation and employment conditions of the employees of the SinnerSchrader-Group Management Board and Supervisory Board of the Target Company Intended structural measures VIII. Implications of the Takeover Offer for the Target Company shareholders Potential disadvantageous consequences of accepting the Takeover Offer Potential disadvantageous consequences of not accepting the Takeover Offer IX. Interests of the members of the Management Board and the Supervisory Board Interests of the members of the Management Board Interests of the members of the Supervisory Board X. Intention of the members of the Management Board and the Supervisory Board who own SinnerSchrader-Shares to accept the Takeover Offer XI. Acceptance of the Offer outside the Federal Republic of Germany XII. Recommendation

5 Preamble On 27 March 2017, Accenture Digital Holdings GmbH with its seat in Frankfurt/Main, Germany, registered with the commercial register of the local court of Frankfurt/Main under HRB , business address: Campus Kronberg 1, Kronberg im Taunus, Germany ( Bidder ), an indirect subsidiary of Accenture plc ( Accenture ), published pursuant to section 14 paras. 2 and 3 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") an offer document within the meaning of section 11 WpÜG ( Offer Document ) for its voluntary public takeover offer (cash offer) ( Takeover Offer or Offer ) to the shareholders of SinnerSchrader Aktiengesellschaft, with its seat in Hamburg, Germany, registered with the commercial register of the local court of Hamburg under HRB 74455, business address: Völckerstraße 38, Hamburg, Germany ( SinnerSchrader or the Target Company, the shareholders of SinnerSchrader hereinafter referred to as the SinnerSchrader-Shareholders ). The Offer refers to the acquisition of all no-par value bearer shares in SinnerSchrader with a proportional amount in the share capital of EUR 1.00 per no-par value bearer share in SinnerSchrader (ISIN DE ) (each individually a SinnerSchrader-Share and together the SinnerSchrader-Shares ) in exchange for cash payment as consideration within the meaning of section 11 para. 2, sentence 2, no. 4 WpÜG in the amount of EUR 9.00 ( Offer Price ) per SinnerSchrader- Share. The Offer Document was submitted by the Bidder to SinnerSchrader s management board ( Management Board ) on 27 March 2017 and thereafter forwarded to SinnerSchrader s supervisory board ( Supervisory Board ) and the works council at SinnerSchrader, SinnerSchrader Deutschland GmbH and SinnerSchrader Content GmbH. In addition, SinnerSchrader's employees were notified by that the Offer Document had been posted online on a website set up by the Bidder. According to the Bidder, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin ) approved the publication of the Offer Document on 24 March The German-language Offer Document was published on 27 March 2017 (along with a nonbinding English translation thereof) by posting it online at and by making print copies of the Offer Document available for distribution free of charge (Schalterpublizität) at Deutsche Bank Aktiengesellschaft, Taunusanlage 12, Frankfurt (inquiries by fax to or by to dct.tender-offers@db.com stating a complete mail address). A notice announcing the Offer Document's publication was published in the Federal Gazette (Bundesanzeiger). The Management Board and the Supervisory Board of SinnerSchrader have carefully reviewed and deliberated the terms of the Takeover Offer at a joint meeting by conference call. They hereby issue their joint opinion thereon pursuant to section 27 para. 1 WpÜG ( Opinion ) as follows: - 5 -

6 I. Summary of the Opinion The following summary contains selected information from this Opinion and merely serves to provide readers with an initial overview thereof. The summary should therefore be read in conjunction with more detailed information contained elsewhere in this Opinion. Reading the summary is no substitute for reading the Opinion in its entirety. In the opinion of the Management Board and the Supervisory Board, the Takeover Offer fully satisfies the interests and objectives of SinnerSchrader, the SinnerSchrader-Shareholders, the customers and employees within the SinnerSchrader-Group. As such, the Management Board and the Supervisory Board welcome and endorse the Bidder's Offer without reservation, and recommend that the SinnerSchrader-Shareholders accept the Takeover Offer. The Management and Supervisory Boards' decision to expressly endorse the Takeover Offer and to recommend that the SinnerSchrader-Shareholders accept the Takeover Offer is based, inter alia, on the following considerations: The Management Board and the Supervisory Board deem the Bidder's Offer Price of EUR 9.00 per SinnerSchrader-Share to be appropriate within the meaning of section 31 para. 1 WpÜG. The Offer Price contains an attractive premium over the relevant three-months average share price for the SinnerSchrader-Share before the Bidder's decision to launch the Takeover Offer as well as compared to further historical stock exchange prices for the SinnerSchrader-Share. The Management Board and the Supervisory Board believe that the Offer Price reflects both the current intrinsic value of the SinnerSchrader-Share and SinnerSchrader s development potential. The economic fairness of the Offer Price is further confirmed by (i) a fairness opinion issued by M.M.Warburg & CO (AG & Co.) KGaA, Hamburg, as well as (ii) the fact that founding shareholders Matthias Schrader and Oliver Sinner, SinnerSchrader s CFO Thomas Dyckhoff, and further shareholders of SinnerSchrader sold and already transferred their entire 6,888,431 SinnerSchrader-Shares (equals approx. 59,68% of SinnerSchrader's share capital and voting rights) to the Bidder at a purchase price equal to the Offer Price of EUR 9.00 by concluding corresponding Share Purchase Agreements prior to the announcement of the Bidder's intention to launch the Takeover Offer. The Management Board and the Supervisory Board believe that by combining their business operations, SinnerSchrader and the Bidder will mutually benefit from the combined individual strengths of the SinnerSchrader-Group and the Accenture-Group. The Management Board and the Supervisory Board believe that the strategic partnership with the Bidder and the Accenture-Group will give SinnerSchrader access to the Accenture-Group s impressive international network, in particular its customer base of German and international accounts in Forbes Global 2000 firms. With the support of the Accenture-Group SinnerSchrader should be able to continue and secure its dynamic growth in an international and competitive environment in a long-term perspective. In view of the Management Board and the Supervi

7 sory Board, SinnerSchrader will benefit from the improved financing options of the Accenture-Group as well as from the access to its resources and technology. This should help SinnerSchrader to further expand and secure its technological and creative advantage as one of the leading digital agencies in the German speaking region over the longer term. In opinion of the Management Board and the Supervisory Board, the takeover by the Bidder would ensure that, on the one hand, the effectiveness and efficiency of the development and sale of innovative digital services could be increased even more, while, on the other hand, valuable business relationships with the key accounts could be preserved and further strengthened over the long term. SinnerSchrader, the Bidder and Accenture Holding GmbH & Co. KG have concluded a Business Combination Agreement, in which the parties have set certain parameters and stipulated their mutual understanding of the present Offer and its implementation as well as the organisation of the combined businesses going forward. The Bidder also sets forth therein its objectives and intentions behind the Takeover Offer with respect to (i) SinnerSchrader, (ii) its employees and their representative bodies, (iii) the terms and conditions of employment and (iv) the business locations of SinnerSchrader. In view of the Management Board and the Supervisory Board, the Business Combination Agreement addresses and considers essential material interests of SinnerSchrader, its shareholders and its employees in this regard. SinnerSchrader is to initially retain its legal independence, legal form and company name following the completion of the Takeover Offer, which, in view of the Bidder, will promote a frictionless integration of SinnerSchrader into the Accenture-Group. The Bidder has also acknowledged SinnerSchrader s established digital culture and its proven studiobased way of working, which have played a major role in SinnerSchrader s success so far enabling the creative and cross-discipline approach to its business. Accordingly, the Bidder and SinnerSchrader intend to strengthen this culture by continuing and expanding its established network of studios in the long term, with its registered office in Hamburg remaining the backbone location and the Frankfurt and Munich studios being used as full stack studios. The capacities of existing studios are also to be increased and further studios established. Furthermore, the Bidder has clearly indicated that attracting and developing the most talented employees in the industry is a requirement for the continued success of the SinnerSchrader-Group and that the SinnerSchrader-Group will have to continue to provide an attractive workplace to its employees. According to the Offer Document, the Bidder has no plans to terminate employment relationships with SinnerSchrader-Group employees or to modify the representation of the employees of the SinnerSchrader-Group, or any other employment conditions in connection with the Takeover Offer. Instead, the Bidder and SinnerSchrader expect employees to continue on their existing career and compensation models in a first phase of the transition. At a later stage, a transition to appropriate models within the Accenture-Group is planned, which were designed for the digital agency environment in a way that will, in the opinion of the Bidder be viewed as attractive by the SinnerSchrader-Group's employees. The Bidder is not planning to make any changes to the Management Board of SinnerSchrader, and fully supports the members of SinnerSchraders Management Board. Final

8 ly, as soon as reasonably possible after completion of the Offer, the Bidder intends to appoint two of the three members of SinnerSchrader s Supervisory Board. II. General information concerning the Opinion 1. Legal basis of the Opinion Pursuant to section 27 para. 1 sentence 1 WpÜG, the Management Board and the Supervisory Board are required to issue a reasoned opinion on the Takeover Offer and any amendments thereto. 2. Factual basis of the Opinion All of the information, expectations, assessments and forward-looking statements or intentions contained in this Opinion are based on the information at the disposal of the Management Board and/or the Supervisory Board at the time this Opinion was published and reflect their respective assessments or intentions at the time. These assessments and intentions are subject to change after the date of this Opinion's publication. The Management Board and the Supervisory Board are under no obligation to update this Opinion beyond that which is required by German law. Statements made regarding the Bidder's intentions are based on information and representations by the Bidder. The Management Board and the Supervisory Board have not verified any such information nor can they give any assurance that the stated intentions will be acted upon. Where this Opinion cites or reproduces any portion of the Offer Document, it does so merely for reference purposes and in no way constitutes an assumption of responsibility on the part of the Management Board and the Supervisory Board for the Bidder's Offer Document or any warranty that the Offer Document is correct and complete. 3. Publication of this Opinion and any additional opinions concerning potential modifications to the Takeover Offer A binding German-language version and a non-binding English language convenience translation of this Opinion and any other opinions concerning potential modifications to the Takeover Offer will be published online pursuant to section 27 para. 3, 14 para. 3 sentence 1 WpÜG at Print copies of this Opinion and any other opinions concerning potential modifications to the Takeover Offer will be made available free of charge at SinnerSchrader, Völckerstr. 38, Hamburg (tel: +49 (0) ; fax: +49 (0) ; ir@sinnerschrader.com), or can be retrieved at A notice announcing this is expected to be published in the Federal Gazette (Bundesanzeiger) on 6 April

9 4. Autonomous decision by the SinnerSchrader-Shareholders The assessments made by the Management Board and the Supervisory Board in this Opinion are not binding on the SinnerSchrader-Shareholders. SinnerSchrader-Shareholders are each responsible for their own decision as to whether they wish to accept the Takeover Offer and, if so, for how many of their SinnerSchrader-Shares; such decision is to be made by taking into account the overall circumstances, their own individual circumstances (including their personal tax situation) and their own personal assessment of the future development of the value and the stock exchange price of the SinnerSchrader-Shares. When deciding whether or not to accept the Takeover Offer, SinnerSchrader-Shareholders should use all sources of information available to them and give adequate consideration to their individual concerns. The individual tax situations of SinnerSchrader-Shareholders, in particular, may result in assessments which differ from those of the Management Board or the Supervisory Board in the individual case. As such, the Management Board and the Supervisory Board recommend that SinnerSchrader-Shareholders seek individual tax and legal advice, as necessary. The Management Board and the Supervisory Board expressly advise that they are not in a position to verify whether SinnerSchrader-Shareholders are acting in compliance with all those legal obligations which apply to them personally when they accept the Takeover Offer. The Management Board and the Supervisory Board specifically advise any persons outside the Federal Republic of Germany who come into possession of this Offer Document or who wish to accept the Takeover Offer but are subject to the laws of jurisdictions other than the Federal Republic of Germany to inform themselves of and comply with any such laws. SinnerSchrader-Shareholders in the United States are expressly advised to carefully read and comply with section 20 of the Offer Document Important Information for U.S. Shareholders as well as section V.1 and XI of this Opinion. III. Information about the Bidder 1. Bidder 1.1 Legal basis and capital structure of the Bidder According to the information in the Offer Document, the Bidder is an indirect subsidiary of Accenture which was incorporated on 19 January 2017 as a limited liability company (Gesellschaft mit beschränkter Haftung), and was registered with the commercial register of the local court of Frankfurt/Main on 24 January 2017 under HRB , with its seat in Frankfurt/Main. According to the Bidder s own information, its share capital amounts to EUR 25,000. The Bidder's fiscal year has now been adapted to the period from 1 April to 31 March and further adjustments to the fiscal year of Accenture plc and SinnerSchrader (1 September to 31 August) are planned. As stated in its articles of association, the business purpose of the Bidder is the acquisition, the holding and the administration (including exercising control and the assumption of directive functions) of participations in other companies and/or companies in the digital area (e.g. internet or e

10 commerce). According to its own information, the Bidder currently has no business activities other than holding SinnerSchrader-Shares and carrying out activities in relation to the Offer. According to the Offer Document, the managing directors of the Bidder are Frank Riemensperger and Marcus Huth, both managing directors of Accenture Holding GmbH & Co. KG. Timothy Peter Noone is a statutory proxy (Prokurist) of the Bidder. The Bidder does not have a supervisory board and has no employees. 1.2 SinnerSchrader-Shares held by the Bidder or by persons acting in concert with the Bidder or their subsidiaries; attribution of voting rights and financial instruments with respect to SinnerSchrader-Shares According to the information in the Offer Document, and taking into consideration that SinnerSchrader together with its subsidiaries is considered to be a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG, neither the Bidder directly nor persons acting in concert with the Bidder pursuant to section 2 para. 5 WpÜG or their subsidiaries held, with the exception of the 283,042 treasury shares held by SinnerSchrader (cf. section IV.2 of this Opinion), any SinnerSchrader-Shares at the time of publication of the Offer Document, nor are voting rights attributable to them from other SinnerSchrader-Shares pursuant to section 30 WpÜG. According to the information in the Offer Document, as of the date of its publication the Bidder held (financial) instruments pursuant to section 25 German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) with respect to 7,171,473 SinnerSchrader-Shares (equals approx % of SinnerSchrader s share capital and voting rights) pursuant to the Share Purchase Agreements described in section VI.1.2 of this Opinion. Except for these Share Purchase Agreements, neither the Bidder nor persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG or their subsidiaries held directly or indirectly instruments to be notified pursuant to sections 25, 25a WpHG as at the date of publication of the Offer Document with respect to SinnerSchrader-Shares and no voting rights are attributable to them resulting therefrom. On 3 April 2017, the Bidder announced in the Federal Gazette pursuant to section 23 para. 1 sentence 1 no. 1 WpÜG that the above information remains unchanged as of the reporting date, 3 April 2017, 14:00 hrs (local time Frankfurt am Main). In addition the Bidder announced that at the reporting date the Takeover Offer for a total of 1,981 SinnerSchrader-Shares (equals approx % of SinnerSchrader s share capital and voting rights) has been accepted. According to the Bidder and as described in section VI.1.2 of this Opinion, the Share Purchase Agreements concluded with various SinnerSchrader Shareholders regarding 7,171,473 SinnerSchrader-Shares with the exception of the Share Purchase Agreements regarding the 283,042 treasury shares held by SinnerSchrader have meanwhile been executed on 4 April Accordingly, in a publication pursuant to section 23 para. 2 WpÜG in the Federal Gazette, the Bidder announced that after the publication of the Offer Document, the Bidder has purchased a total of

11 6,888,431 SinnerSchrader-Shares (equals approx % of SinnerSchrader s share capital and voting rights) over-the-counter. 2. Accenture Holding GmbH & Co. KG According to the information in the Offer Document, all shares in the Bidder are held by Accenture Holding GmbH & Co. KG, a limited partnership organised under German law, registered with the commercial register of the local court of Königstein im Taunus under HRA 2841 with its seat in Kronberg im Taunus, Germany. The personally liable and managing shareholder (geschäftsführender Komplementär) of Accenture Holding GmbH & Co. KG is Accenture Management GmbH, a limited liability company organised under German law registered with the commercial register of the local court of Königstein im Taunus under HRB 5903 and with its seat in Kronberg im Taunus, Germany. According to the information in the Offer Document the two aforementioned companies, and the Bidder itself, are merely non-operating holding companies. In addition, Accenture Holding GmbH & Co. KG provides management services for the German entities of the Accenture-Group. 3. Accenture Holdings B.V. Accenture Holdings B.V., a private limited liability company (Besloten Vennootschap met beperkte Aansprakelijkheit) organised under the laws of the Netherlands, with its seat in Den Haag, the Netherlands and registered with the Kamer van Koophandel Haaglanden under docket number is the sole limited partner (Kommanditist) in Accenture Holding GmbH & Co. KG. Accenture Holdings B.V. has a limited partner's interest (Kommanditanteil) with a fixed capital contribution (Einlage) of EUR 200,000,100 in Accenture Holdings B.V. and also holds all shares in Accenture Management GmbH. 4. Remaining corporate structure of the Bidder According to section 5.2 of the Offer Document, Accenture controls Accenture Holdings B.V., Accenture Management GmbH, Accenture Holding GmbH & Co. KG and the Bidder via the following additional (indirect) subsidiaries (in descending order): Accenture Holdings plc (seat: Dublin, Republic of Ireland) and Accenture International Sàrl (seat: Luxembourg). Please refer to the organigram in section 5.2 of the Offer Document for details of the Bidder s corporate structure as of the date of publication of the Offer Document. A list of all other companies controlled by Accenture is provided in Annex 1 to the Offer Document. 5. Accenture plc According to information provided by the Bidder, Accenture is a public limited company organised under the laws of the Republic of Ireland, with its seat in Dublin, and registered with the Companies Registration Office under no It is the Accenture-Group s top-level holding company, comprising Accenture and the group companies within the meaning of sections 15 et seq. German Stock Corporation Act (Aktiengesetz, AktG) (together Accenture-Group ). The shares of Accenture are listed on the New York Stock Exchange (NYSE)

12 According to information in the Offer Document, Accenture is a leading global professional services company, providing a broad range of services and solutions in strategy, consulting, digital, technology and operations. With more than 394,000 employees the Accenture-Group is active in more than 40 industries and over 120 countries. The Accenture-Group works for all business functions at the intersection of business and technology to help clients improve their performance and create sustainable value for their stakeholders. IV. Information about the Target Company 1. Relationships under corporate law SinnerSchrader is a stock corporation with its registered seat in Hamburg, registered with the commercial register of the local court of Hamburg, Germany under HRB The administrative headquarters of SinnerSchrader are located at Völckerstraße 38, Hamburg, Germany. SinnerSchrader was founded in 1996 first as Sinner+Schrader GbR and then transformed into SinnerSchrader Aktiengesellschaft in SinnerSchrader is a managing holding company and has a total of ten - in some cases indirect - wholly-owned subsidiaries. It has (i) direct 100% stakes in SinnerSchrader Deutschland GmbH with registered seat in Hamburg, SinnerSchrader Commerce GmbH with registered seat in Hamburg, NEXT AUDIENCE GmbH with registered seat in Hamburg, SinnerSchrader Swipe GmbH with registered seat in Berlin, SinnerSchrader Praha s.r.o. with registered seat in Prague (Czech Republic), SinnerSchrader UK Ltd. with registered seat in London (Great Britain), SinnerSchrader Benelux B.V. with registered seat in Rotterdam (Netherlands) as well as (ii) via SinnerSchrader Swipe GmbH an indirect 100% stake in SinnerSchrader Swipe Hamburg GmbH with registered seat in Hamburg, via NEXT AUDIENCE GmbH an indirect 100% stake in SinnerSchrader Content GmbH with registered seat in Hamburg and via SinnerSchrader Commerce GmbH an indirect 100% stake in Commerce Plus Consulting GmbH with registered seat in Hamburg (all together SinnerSchrader-Group ). Domination and profit-and-loss transfer agreements exist between (i) SinnerSchrader and SinnerSchrader Commerce GmbH as well as (ii) SinnerSchrader Commerce GmbH and Commerce Plus Consulting GmbH. A profit-and-loss transfer agreement exists between SinnerSchrader and SinnerSchrader Deutschland GmbH. A profit transfer agreement exists between NEXT AUDIENCE GmbH and Sinner-Schrader Content GmbH. The ownership structure of the SinnerSchrader-Group is as follows:

13 The current members of SinnerSchrader s Management Board are Matthias Schrader (CEO) and Thomas Dyckhoff (CFO). SinnerSchrader Aktiengesellschaft s Supervisory Board currently consists of Dieter Heyde (Chairman), Cyrus Khazaeli (Deputy Chairman) and Philip W. Seitz. At the time of the publication of this Opinion, there is no employee representative on SinnerSchrader s Supervisory Board. There is a works council responsible for SinnerSchrader, SinnerSchrader Deutschland GmbH and SinnerSchrader Content GmbH. 2. Share capital, shares, options and stock exchange trading The share capital of SinnerSchrader amounts to EUR 11,542, and is divided into 11,542,764 no-par value bearer shares, each representing a pro rata amount of the share capital of EUR Only one class of shares exists. All shares entitle to full voting and dividend rights. As of the date of the publication of this Opinion, SinnerSchrader holds 283,042 treasury shares (equals approx. 2.45% of SinnerSchrader s share capital and voting rights of the Target Company). SinnerSchrader concluded a Share Purchase Agreement with the Bidder on 20 February 2017 in respect of the sale and transfer of these 283,042 treasury shares. The agreed purchase price amounts to EUR 9.00 per SinnerSchrader-Share and therefore corresponds to the Offer Price in the Offer Document. In the case of an increased Offer Price under or after the closing of the Takeover Offer, it s the Bidders duty to pay SinnerSchrader the difference amount to the purchase price. In this way, SinnerSchrader will benefit from a potential increase in the Offer Price just like the shareholders who accept the Offer. The closing of the Share Purchase Agreement is subject to the condition precedent of the Management Board and the Supervisory Board confirming in this Opinion that they support the Takeover Offer and recommend that it be accepted. Moreover, the closing was subject to merger clearance from the competition authorities in Germany and Austria, which was granted on 2 March 2017 and 22 March 2017, respectively. The closing of the Share Purchase Agreement is not dependent on the closing of the Takeover Offer. The conclusion of the Share Purchase Agreement with the Bidder was and is in the opinion of the Management Board and the Supervisory Board in the best interest of SinnerSchrader. The conclusion of the agreement was a decisive factor in the Bidder s decision to issue the Takeover Offer without stipulating a minimum acceptance rate. The sale of the treasury shares to the Bidder was

14 carried out in accordance with the resolution of the general meeting of 29 January 2014, which authorises the Management Board to sell the treasury shares of SinnerSchrader, with the consent of the Supervisory Board and by exclusion of the shareholders subscription rights, to third parties if the sale price is not significantly lower than the stock exchange price at the time of the sale. By selling the treasury shares to the Bidder, a sale price is achieved that is significantly higher than the original price paid to acquire the treasury shares and the stock exchange price of the SinnerSchrader-Shares at the time of the conclusion of the agreement. By way of the condition precedent of the Management Board and the Supervisory Board issuing a positive opinion pursuant to section 27 WpÜG, the Management Board and Supervisory Board reserved their freedom to decide after carefully assessing the Takeover Offer in this Opinion. For the reasons given in this Opinion, the Management Board and the Supervisory Board explicitly support the Takeover Offer and recommend that SinnerSchrader-Shareholders accept the Takeover Offer. Therefore, the closing of the Share Purchase Agreement in respect of the treasury shares of SinnerSchrader is expected to take place on 10 April 2017 and will be published by the Bidder on the internet and in the Federal Gazette pursuant to sections 23 para. 2, 14 para. 3 sentence 1 WpÜG. As part of SinnerSchrader s stock option programme, SinnerSchrader issued stock options which entitle the option holders to acquire up to 128,333 SinnerSchrader-Shares during the period from 26 April to 16 May One of the option holders is the CFO of SinnerSchrader, Thomas Dyckhoff, who holds options in respect of a total of 45,000 SinnerSchrader-Shares. In the Business Combination Agreement with the Bidder and Accenture Holding GmbH & Co KG (see in this regard section VII.1 of this Opinion), SinnerSchrader affirms to attempt to reach agreements with the holders about cancelling their options before the closing of the Takeover Offer. Accordingly, SinnerSchrader soon plans to conclude agreements with the option holders on the cancellation of the options against a payment per option equal to the difference between the Offer Price of EUR 9.00 and the respective lower exercise price of the options. The SinnerSchrader-Shares are admitted to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Prime Standard) under the international securities identification number (ISIN) DE Furthermore, they are traded on the open market (Freiverkehr) of the stock exchanges in Berlin, Düsseldorf, Hamburg, Munich, Stuttgart and on the Tradegate Exchange. 3. Business activities SinnerSchrader is the holding company of the SinnerSchrader-Group. It develops and implements SinnerSchrader-Group s strategy. In addition, it is responsible for expanding the business portfolio, managing, controlling and financing the operating companies of the SinnerSchrader-Group, administering and managing the liquidity, managing the domestic fiscal unit, carrying out central tasks such as investor relations work, administering the infrastructure jointly used by the group companies as well as providing central administrative services for the SinnerSchrader-Group

15 The SinnerSchrader-Group is one of the biggest independent digital agency groups in Germany and offers companies in Germany and abroad a comprehensive portfolio of services for the use of digital technologies to further develop and optimize their business. The emphasis is on the use of the internet for the sale of goods and services (e-commerce), for marketing and communication, and for the acquisition and retention of customers. The SinnerSchrader-Group primarily works for large and medium-sized companies based in Germany, but also for clients based in Switzerland, the UK, the Netherlands, Austria and Luxembourg. The SinnerSchrader-Group divides its business activities into the following segments: (i) Interactive Marketing, (ii) Interactive Media and (iii) Interactive Commerce. The Interactive Marketing segment covers advice about and development of strategies for the use of digital technologies for marketing, sales and communication as well as the establishment of digital business models, customised conception, design and technical development of websites, internet applications and mobile apps, content-related and technical maintenance, performance measurement and optimisation as well as technical operations, including the provision of the technical infrastructure of websites and internet applications as well as the development, implementation and execution of digital marketing and communication measures, with a focus on group customers in all sectors. This segment consists of SinnerSchrader Deutschland GmbH, SinnerSchrader Swipe GmbH and SinnerSchrader Swipe Hamburg GmbH. The Interactive Media segment comprises advice on digital media strategies and digital media technologies and tools as well as the planning and drafting of concepts for marketing strategies in the internet based on editorial content and their implementation in daily editing operations (content marketing services). This segment consists of NEXT AUDIENCE GmbH and SinnerSchrader Content GmbH. The Interactive Commerce segment likewise comprises advice about and development of strategies for the use of digital technologies for marketing, sales and communication as well as the establishment of digital business models, customised conception, design and technical development of websites, internet applications and mobile apps as well as the development, implementation and execution of digital marketing and communication measures, however with a focus on e-commerce projects and medium-sized companies. Moreover, the segment also offers its clients to assume overall responsibility for setting up and managing sales channels in the internet, including logistics, payment processing and shop management (e-commerce outsourcing). This segment consists of, SinnerSchrader Commerce GmbH, Commerce Plus Consulting GmbH and SinnerSchrader Praha s.r.o.. The two foreign companies SinnerSchrader UK Ltd. and SinnerSchrader Benelux B.V. did not have any operations in the fiscal year 2015/2016. As of 28 February 2017, the SinnerSchrader-Group had 524 employees

16 4. Business development The group net sales of SinnerSchrader amounted to EUR 51,131,335 according to the consolidated financial statements for the business year ended 31 August 2016 (business year ended 31 August 2015: EUR 47,690,209). During the first three months of the business year 2016/2017, the group net sales of the SinnerSchrader-Group amounted to EUR 13,269,000 (first three months of the business year 2015/2016: EUR 12,811,852). V. Information about the Takeover Offer 1. Execution of the Takeover Offer The Bidder will execute the Takeover Offer in the form of a Voluntary Public Takeover Offer (cash offer) for the acquisition of the SinnerSchrader-Shares pursuant to section 29 WpÜG. According to the Offer Document, the Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots) ( WpÜG Offer Regulation ). The Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the execution of such an offer. According to the Bidder, the Offer will not be the subject of any review or registration proceedings of any supervisory authorities outside Germany, nor has it been approved or recommended by any such supervisory authorities. SinnerSchrader-Shareholders may therefore not rely on the application of other foreign provisions for the protection of investors. SinnerSchrader-Shareholders in the United States of America should be advised that, according to the information from the Bidder in the Offer Document, the Offer Document does not constitute an offer to buy or the solicitation of an offer to sell securities in the United States of America and in any other jurisdiction in which such offer or solicitation would be unlawful. According to the information from the Bidder in the Offer Document, the Takeover Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States. The Bidder states that no offer to purchase or solicitation of an offer to sell SinnerSchrader-Shares may be made by any such use, means, instrumentality or facility from or within the United States, or to persons located or resident in the United States. Therefore, according to the Bidder, copies of the Offer Document as well as any other documents or materials relating to the Takeover Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States, or to persons located or resident in the United States. Any purported tender of Sin

17 nerschrader-shares resulting directly or indirectly from a violation of these restrictions will be invalid. The Bidder states that tenders of SinnerSchrader-Shares made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted. In this regard, United States means the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia. Although the Bidder has published a non-binding English translation of the German-language Offer Document, the Bidder has stated that solely the German-language Offer Document shall be binding and that the BaFin has only reviewed and approved publication of the German-language Offer Document. 2. Bidder s stated reasons behind the Takeover Offer According to the Bidder, by completing the Offer, it intends to create the digital agency of choice for the leading brands in Germany, Austria and Switzerland. The joint business will focus on providing high value digital work for firms that are part of the Forbes Global 2000 ranking and are headquartered in the German speaking region, as well as subsidiaries of foreign Forbes Global 2000 firms in the region, thereby achieving significant revenue increases on top of what the Accenture-Group and the SinnerSchrader-Group could achieve independently. With respect to the details of the reasons behind the Takeover Offer, reference is made to section 7 of the Offer Document and section VII.1 of this Opinion. 3. Material terms of the Takeover Offer 3.1 Offer Price and Acceptance Periods The Bidder is offering to all SinnerSchrader-Shareholders in accordance with the terms and conditions as set forth in the Offer Document to acquire their SinnerSchrader-Shares (ISIN DE ), including all membership and ancillary rights attaching thereto existing at the time of settlement of the Offer, in particular profit participation rights, at an Offer Price of EUR 9.00 per share. The purpose of the Offer is to acquire control over SinnerSchrader. It thus constitutes a Voluntary Public Takeover Offer within the meaning of the WpÜG. The period during which the Offer may be accepted ( Acceptance Period ) will end, barring the potential extensions by law set forth in section 4.4 of the Offer Document, on 8 May 2017, hrs (Frankfurt am Main local time). The additional acceptance period pursuant to section 16 para. 2 WpÜG for those SinnerSchrader- Shareholders who have not accepted the Offer during the Acceptance Period will expire two weeks following publication of the preliminary results of the Takeover Offer by the Bidder according to section 23 para. 1 sentence 1 no. 2 WpÜG (the Additional Acceptance Period ). According to

18 the Bidder, the Additional Acceptance Period - barring any potential extension of the Acceptance Period by law - is expected to commence on 12 May 2017 and end on 26 May 2017, hrs (Frankfurt am Main local time). SinnerSchrader-Shares with respect to which the Offer was accepted within the Acceptance Period or the Additional Acceptance Period and which were rebooked into ISIN DE000A2E42L7 at Clearstream Banking AG in a timely manner are referred to in the Offer Document and hereinafter as the Tendered SinnerSchrader-Shares (see also sections 10.2 and 10.6 of the Offer Document). The Offer may no longer be accepted once the Additional Acceptance Period has expired, unless the Bidder holds at least 95% of SinnerSchrader s share capital after the implementation of the Offer. In such case, those SinnerSchrader-Shareholders who have not yet accepted the Offer may do so based on the right of tender under section 39c WpÜG within three months following expiry of the Acceptance Period or, if the Bidder does not fulfil its obligations under section 23 para. 1 sentence 1 no. 4 or sentence 2 WpÜG, after publication of the attainment of 95% of the voting share capital of SinnerSchrader Aktiengesellschaft (see in this regard also section 13(c) of the Offer Document). According to the Bidder, the Tendered SinnerSchrader-Shares will be traded as of the third Stock Exchange Trading Day after publication of the Offer Document under ISIN DE000A2E42L7 on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. Trading with the Tendered SinnerSchrader-Shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange will be suspended at the end of the last day of the Additional Acceptance Period. 3.2 Official Approvals and Proceedings According to section 9 of the Offer Document, the acquisition of the SinnerSchrader-Shares under the Takeover Offer and the Share Purchase Agreements set out in section 5.3 of the Offer Document (see in this regard also section VI.1.2 of this Opinion) requires clearance by the competent competition authorities in Germany and Austria. According to the information in the Offer Document, the Bidder filed the necessary applications with the German Cartel Office (Bundeskartellamt) and the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) on 21 February The German Cartel Office has cleared the acquisition of the SinnerSchrader-Shares by letter dated 2 March 2017 and the Austrian Federal Competition Authority by letter dated 22 March According to the Bidder, the BaFin approved the publication of the Offer Document on 24 March Financing of the Takeover Offer According to the information and calculations of the Bidder in section 11 of the Offer Document, the total costs of acquiring all the currently issued 11,542,764 SinnerSchrader-Shares amount to EUR 107,039,873. EUR 64,543,257 of this relates to the 7,171,473 SinnerSchrader-Shares that the

19 Bidder acquired under the Share Purchase Agreements set out in section 5.3 of the Offer Document. As part of the Takeover Offer, the Bidder will also incur additional costs of a maximum of EUR 42,496,616, which the Bidder refers to as so-called Offer Costs. According to the Bidder, the Offer Costs consist of (i) the theoretical total purchase price in the amount of EUR 39,341,619 for the acquisition of all SinnerSchrader-Shares for which the Bidder has not already entered into Share Purchase Agreements, (ii) potential costs in the amount of EUR 1,154,997 for the acquisition of further up to 128,333 SinnerSchrader-Shares, with respect to which SinnerSchrader has issued options under its stock option programs and which are exercisable during the Offer Period (see in this regard section IV.2 of this Opinion), and (iii) transaction costs, which are expected not to exceed EUR 2,000,000. According to the Bidder, financing has been secured for the total costs in that the acquisition of the SinnerSchrader-Shares under the Share Purchase Agreements and the Takeover Offer will be completely financed out of Accenture-Group s existing cash balance. The Bidder states that the Accenture-Group has sufficient cash at hand and does not require any external financing measures to conduct the acquisition. The required funds have been made available to the Bidder by way of an intercompany loan from Accenture Holding GmbH & Co. KG. According to the Bidder, the intercompany loan was entered into on 10 February 2017 and does not have a fixed term. The interest rate under the intercompany loan will be calculated based on the (1) month London inter-bank market offer rate LIBOR plus 15 basis points. A negative interest rate would not be charged on the intercompany loan. Deutsche Bank AG, which is, according to the Bidder, a securities services company independent of the Bidder, has moreover issued to the Bidder a confirmation of financing in accordance with section 13 para. 1 sentence 2 WpÜG. In this, Deutsche Bank AG confirmed in writing that the Bidder has taken the measures necessary to ensure that the resources necessary to fully perform the Offer will be available to it at the time at which the claim for the Offer Price in accordance with the terms and conditions of the Offer falls due. The financing confirmation is attached to the Offer Document as Annex Offer Document as authoritative basis The shareholders of SinnerSchrader are directed to refer to the statements in sections 3 and 4 as well as 9 to 14 of the Offer Document for further information and details (specifically with regard to Acceptance Periods, the modalities of acceptance and execution and the rights of withdrawal under the Takeover Offer). The above information merely summarises the information contained in the Offer Document. The Management Board and the Supervisory Board note that the description of the Offer in this Opinion does not purport to be complete; only the provisions of the Offer Document are authoritative with respect to the content and settlement of the Takeover Offer. Each SinnerSchrader-Shareholder is responsible for studying and reviewing the Offer Document and taking any action necessary for it

20 VI. Type and level of consideration offered (section 27 para. 1 no. 1 WpÜG) As consideration within the meaning of section 11 para. 2 sentence 2 no. 4 WpÜG, the Bidder offers cash consideration, the Offer Price, of EUR 9.00 per SLM Share. 1. Minimum Offer Price under the WpÜG To the extent that the Management Board and the Supervisory Board are in a position to assess the Offer Price per SinnerSchrader-Share based on the information available to them, the Offer Price satisfies the provisions of section 31 paras. 1 and 7 WpÜG in conjunction with sections 3 et seq. WpÜG Offer Regulation relating to the statutory minimum price, which represents the higher of the two thresholds presented below: 1.1 Stock exchange price According to section 5 WpÜG Offer Regulation, in the case of a Voluntary Public Takeover Offer pursuant to sections 29 et seq. the consideration for the SinnerSchrader-Shares must be equivalent to at least the weighted average domestic stock exchange price of the respective share during the last three months before publication of the decision to launch the Takeover Offer pursuant to section 10 para. 1 sentence 1 WpÜG ( Three-Months Average Share Price ) which took place on 20 February Pursuant to section 5 WpÜG Offer Regulation, the Three-Months Average Share Price established by the BaFin, and communicated to the Bidder by the BaFin in accordance with the information given, was EUR 6.88 per SinnerSchrader-Share as of the cut-off date of 19 February The Offer Price therefore includes a premium of EUR 2.12 or around 30.81% of the Three-Months Average Share Price and thereby meets the statutory requirement. 1.2 Prior acquisitions; securities transactions of the Bidder According to section 4 WpÜG Offer Regulation, the consideration in a Voluntary Public Takeover Offer pursuant to sections 29 et seq. WpÜG must continue to be equivalent to at least the value of the highest consideration agreed upon or granted by the Bidder, a person acting in concert with it within the meaning of section 2 para. 5 WpÜG or their subsidiaries within the last six months before the publication of the Offer Document (in this case 27 March 2017) pursuant to section 14 para. 2 sentence 1 WpÜG. According to the information of the Bidder in section 5.3 (a) of the Offer Document, it concluded share purchase and transfer agreements with several shareholders of SinnerSchrader-Shares on 20 February 2017 ( Share Purchase Agreements ) regarding a total of 7,171,473 SinnerSchrader- Shares (equals approx % of SinnerSchrader s share capital and voting rights). These shareholders include the current chairman of SinnerSchrader s Management Board, Matthias Schrader, SinnerSchrader s current CFO, Thomas Dyckhoff, and SinnerSchrader itself, which has sold the 283,042 treasury shares it currently holds to the Bidder (see in this regard also section IV.2 of this

21 Opinion). The overview contained in section 5.3 (a) of the Offer Document setting out all Share Purchase Agreements concluded between the Bidder and shareholders is shown below: Selling Shareholder Number of SinnerSchrader-Shares Approximate percentage (rounded) in share capital Matthias Schrader 2,588, % Oliver Bruss 1,174, % Dr. Katrin Pistorius 40, % Michael Herz 573, % Wolfgang Herz 573, % Thomas Dyckhoff 109, % Kathrin Dyckhoff 40, % Markus Conrad 45, % Detlef Wichmann 105, % Christine Wichmann 105, % Frank Petmecky 114, % Christine Petmecky 110, % Lisa Petmecky 92, % Emma Petmecky 92, % Internationale Kapitalanlagegesellschaft mbh 1,110, % Lena Schrader 12, % Aktieng- SinnerSchrader esellschaft 283, % TOTAL % In the Share Purchase Agreements, the respective shareholders have undertaken to transfer their respective SinnerSchrader-Shares to the Bidder. According to the Bidder s information in section 8.1 of the Offer Document, the agreed purchase price amounts in all cases to EUR 9.00 per SinnerSchrader-Share and therefore corresponds to the Offer Price in the Offer Document. The Share Purchase Agreements were subject to merger clearance from the competition authorities in Germany and Austria, which was granted on 2 March 2017 and 22 March 2017, respectively. The closing of the Share Purchase Agreements is not dependent on the closing of the Takeover Offer. According to the Bidder, the Share Purchase Agreements were closed on 4 April 2017 with the exception of the Share Purchase Agreement with SinnerSchrader (see below). The terms and conditions of the Share Purchase Agreement with SinnerSchrader concerning the sale and transfer of the 283,042 treasury shares held by SinnerSchrader essentially correspond to the other Share Purchase Agreements with the exception that the closing of the Share Purchase Agreements is also subject to the condition precedent of the Management Board and Supervisory Board confirming in this Opinion that they support the Takeover Offer and recommend that it be accepted. For the reasons given in this Opinion, the Management Board and the Supervisory Board

22 explicitly support the Takeover Offer and recommend that the SinnerSchrader-Shareholders accept the Takeover Offer. The closing of the Share Purchase Agreement in respect of the treasury shares of SinnerSchrader is therefore expected to take place on 10 April Pursuant to the Share Purchase Agreement with Matthias Schrader, the current chairman of the Management Board, he has agreed to re-invest an amount of EUR 3,700,000 of the purchase price in Accenture plc shares purchased in the open market at market price and to subject this reinvestment to a lock-up. Thirty per cent of these shares shall be released to Matthias Schrader on 1 April 2019, another thirty per cent on 1 April 2020 and the remaining forty per cent on 1 April Except for the conclusion of the Share Purchase Agreements referred to above, within the last six months before publication of the decision to launch the Takeover Offer pursuant to section 10 para. 1 sentence 1 WpÜG on 20 February 2017, and from 20 February 2017 until publication of the Offer Document, neither the Bidder nor the persons acting in concert with it within the meaning of section 2 para. 5 WpÜG or their subsidiaries have acquired SinnerSchrader-Shares on the stock exchange or outside the stock exchange or have entered into agreements to acquire SinnerSchrader- Shares. Under these circumstances, the minimum purchase price to be offered as consideration for the SinnerSchrader-Shares pursuant to section 4 WpÜG Offer Regulation is EUR 9.00 per SinnerSchrader-Share. The Offer Price per SinnerSchrader-Share offered by the Bidder therefore meets the statutory requirements pursuant to section 4 WpÜG Offer Regulation. 1.3 Parallel acquisitions According to the information in the Offer Document, the Bidder reserves the right, during the Acceptance Period and the Additional Acceptance Period, to acquire additional SinnerSchrader- Shares directly or via persons or their subsidiaries acting in concert with the Bidder outside of the Takeover Offer. Such acquisitions are to be published by the Bidder on the internet and in the Federal Gazette pursuant to sections 23 para. 2, 14 para. 3 sentence 1 WpÜG. At the time this Opinion is published, the Management Board and the Supervisory Board have no knowledge of such parallel acquisitions by the Bidder. Should the Bidder, persons acting in concert or their subsidiaries acquire SinnerSchrader-Shares after the Offer Document has been published and before the preliminary results of the Takeover Offer by the Bidder have been published pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG and a higher consideration be granted or agreed than that specified in the Offer in terms of value, the value of the consideration owed to the SinnerSchrader-Shareholders shall be increased by the difference. 2. Evaluation of the Offer Price by the Management Board and the Supervisory Board The Management Board and the Supervisory Board have examined in detail whether the Offer Price offered by the Bidder for the SinnerSchrader-Shares is appropriate

23 2.1 Fairness Opinion SinnerSchrader has instructed M.M.Warburg & CO (AG & Co.) KGaA, Hamburg ( Warburg ) to evaluate the fairness of the Offer Price from a financial perspective ( Fairness Opinion ). On 3 April 2017, Warburg communicated and explained to the Management Board and the Supervisory Board the analysis it conducted. In its analysis, Warburg comes to the conclusion that subject to the assumptions contained therein at the time the Fairness Opinion was delivered the Bidder s Offer Price is fair and reasonable for the SinnerSchrader-Shareholders from a financial perspective Warburg s Fairness Opinion is attached to this Opinion as Annex 1. As part of its assessment of the Offer Price offered by the Bidder, Warburg performed a series of financial analyses such as are performed for comparable capital market transactions and appear suitable for providing the Management Board and the Supervisory Board with a sound basis on which to evaluate the amount of the Offer Price from a financial standpoint. The assessment was based on a series of factors, assumptions, procedures, limitations and valuations, which are described in the Fairness Opinion. Warburg s analyses are based in part on publically available annual and quarterly statements as well as SinnerSchrader s plans for the fiscal year 2016/2017, a historical comparison of plan and performance for the last three fiscal years, and the current financial results for the ongoing fiscal year 2016/2017, which were made available to Warburg. Furthermore, Warburg compared the Offer Price with certain historical stock exchange prices and SinnerSchrader s general stock exchange price development as well as with how the stock exchange prices of selected other listed companies have developed. Warburg reviewed and analysed recommendations and target prices from share analysts, compared various financial indicators of SinnerSchrader with other listed companies in the same industry, and evaluated selected transactions within the industry. Finally, a discounted cashflow valuation was performed. Per SinnerSchrader-Share, these valuations led to an intrinsic value that was relatively clear below the Offer Price offered by the Bidder. The Management Board and the Supervisory Board wish to point out that Warburg s Fairness Opinion was delivered subject to certain assumptions and reservations. In connection with the Bidder s Takeover Offer, Warburg acts on behalf of SinnerSchrader as a financial advisor. Warburg receives a fee from SinnerSchrader that is standard on the market for the services Warburg rendered in this connection. It is possible that Warburg will also render such services in future as well and that Warburg will be paid market-rate fees. At the current time, Warburg is not working on behalf of either the Bidder or any undertaking affiliated with the Bidder. 2.2 Comparison with historical stock exchange prices The SinnerSchrader-Share s final price in XETRA trading on the Frankfurt Stock Exchange on 17 February 2017, the last day of trading before the Bidder s decision to launch the Takeover Offer on

24 20 February 2017, was EUR The Offer Price therefore includes a premium of EUR 1.05 or approx. 13.2% on this price. The Offer Price of EUR 9.00 includes a premium of EUR 2.12 or around 30.81% on the Three- Months Average Share Price before the Bidder s decision to launch the Takeover Offer was published, as established by the BaFin according to the Bidder. This Three-Months Average Share Price was EUR Measured against the weighted six-months average share price of the SinnerSchrader-Share before the Bidder s decision to launch the Takeover Offer was published, namely EUR 6.51, the Offer Price includes a premium of EUR 2.49 or around 38.25%. 2.3 Fairness of the Offer Price Based on the statements referred to above and taking into account Warburg s Fairness Opinion whose assumptions and analyses were reviewed by the Management Board and the Supervisory Board as far as possible and whose assessments Management Board and Supervisory Board have adopted as their own and following detailed internal review and comprehensive advice as well as considering all circumstances, Management Board and Supervisory Board consider the Offer Price to be appropriate for the following additional reasons: The Offer Price offered by the Bidder meets the statutory requirements under section 31 paras. 1 and 7 WpÜG in conjunction with sections 3 et seq. WpÜG Offer Regulation. The Management Board and Supervisory Board believe that the Offer Price reflects both the current intrinsic value of the SinnerSchrader-Share and SinnerSchrader s development potential. The Management Board and the Supervisory Board take the view that, essentially, the SinnerSchrader-Share s current stock exchange price, slightly above the level of the Offer Price, is likely to be influenced by the fact that the Bidder announced and published the Takeover Offer with an Offer Price of EUR 9.00 per SinnerSchrader-Share. In the opinion of the Management Board and the Supervisory Board, the attractiveness of the Offer Price offered is evident from a comparison with the SinnerSchrader-Share s target prices between EUR 7.50 and EUR 8.00, issued by various analysts before the Bidder s takeover intention was published. Even after the Takeover Offer was announced, the analysts kept their target prices, which in the Management Board and Supervisory Board s view likewise indicates that the Offer Price was fair. When the Share Purchase Agreements showed in section IV.2 of this Opinion were concluded, several SinnerSchrader Shareholders, including SinnerSchrader s founding shareholders Mat- 1 Source: #Kurshistorie

25 thias Schrader and Oliver Sinner, and SinnerSchrader s chief financial officer Thomas Dyckhoff, sold their participations amounting to 6,888,431 SinnerSchrader-Shares in total (equals approx. 59,68% of SinnerSchrader s share capital and voting rights) to the Bidder before the Bidder published its takeover intention. The SinnerSchrader Shareholders free decision to sell their respective participations at a purchase price of EUR 9.00 corresponding to the Offer Price strongly indicates that the Offer Price is fair, in view of the Management Board and the Supervisory Board. VII. Objectives pursued by the Bidder by way of the Takeover Offer and expected consequences of a successful Offer for the Target Company, the employees and their representatives, the terms and conditions of employment and the Target Company s sites (section 27 para. 1 no. 2 and no. 3 WpÜG) Following the provisions in the Business Combination Agreement (see in this regard section VII.1), the Bidder has set out its intentions regarding SinnerSchrader and the essential consequences of a successful Takeover Offer for SinnerSchrader, its employees and their representatives, the employment conditions, and SinnerSchrader s sites under section 7.3 of the Offer Document. According to the Bidder, the further Controlling Parties listed in the Offer Document under section 5.4 share the Bidder s intentions. 1. Business Combination Agreement with the Target Company; background After the Bidder reached an agreement with part of the respective shareholders concerning the content of the Share Purchase Agreements as described in section VI.1.2., initial discussions took place between the Management Board and Accenture representatives regarding the content of the Business Combination Agreement. Based on these discussions of Accenture s strategic intentions and the fundamentals of the Takeover Offer, the Management Board and the Supervisory Board obtained an initial positive assessment of the opportunities that combining SinnerSchrader and the Accenture-Group s business activities would offer SinnerSchrader, SinnerSchrader Shareholders, employees and customers. In light of this, SinnerSchrader, the Bidder and Accenture Holding GmbH & Co. KG (together the Parties ) concluded a Business Combination Agreement ( Business Combination Agreement ) on 20 February In this agreement, the Parties set out the principal terms and conditions of the Takeover Offer as well as their common understanding with regard to the proposed business combination, the future organizational and corporate governance structure of SinnerSchrader and the business strategy to be pursued by the business combination. The objectives and intentions behind the proposed business combination and Takeover Offer with respect to (i) SinnerSchrader, (ii) its employees and their representative bodies, (iii) the terms and conditions of employment and (iv) the business sites of SinnerSchrader and its subsidiaries and their employees were also decided. In doing so, the material interests of SinnerSchrader and its employees were taken into consideration

26 1.1 Economic and strategic basis of takeover As set out in section 7.1 of the Offer Document, the Parties intend to create the digital agency of choice for the leading brands in Germany, Austria and Switzerland. The joint business will focus on providing high value digital work for firms that are part of the Forbes Global 2000 ranking and are headquartered in the German speaking region, as well as subsidiaries of Forbes Global 2000 firms in the region. This approach is intended to achieve significant revenue increases on top of what the Accenture-Group and the SinnerSchrader-Group could achieve independently. The digital culture established at SinnerSchrader and the tried and tested studio-based method of working, enable creative and interdisciplinary management of the business operation and have played a key role in SinnerSchrader s success to date. Accordingly, the digital culture and studiobased way of working shall be preserved and supported. In recognition of these circumstances, the Parties intend to continue to strengthen the existing culture by expanding the existing studio network and continuing it on a long-term basis (see in this regard also section VII.3 of this Opinion). The Parties have agreed in the Business Combination Agreement that SinnerSchrader will initially retain its legal independence, legal form and company name after the Takeover Offer has been executed, which, in view of the Bidder, will promote a frictionless integration of SinnerSchrader into the Accenture-Group (see in this regard also sections VII.1.5, VII.2 and VII.6 of this Opinion). In the Business Combination Agreement the Parties acknowledge that the SinnerSchrader-Group will have to continue to provide an attractive workplace to its employees. There is therefore no plan to terminate employment relationships with SinnerSchrader-Group employees or to modify the employment conditions to the disadvantage of the SinnerSchrader-Group s employees. On the contrary, the Parties expect that in the first phase of the transition the employees will continue on their existing career and compensation models. At a later stage a transition to appropriate models within the Accenture-Group is planned which were designed for the digital agency environment in a way that will, in opinion of the Management Board and the Supervisory Board, be viewed as attractive by the SinnerSchrader-Group's employees (see in this regard also section VII.4 of this Opinion). In light of this, the Management Board and the Supervisory Board welcome the Offer of the Bidder and the Accenture-Group to be a reliable, long-term and strategic partner for the SinnerSchrader- Group. By consolidating their business operations, SinnerSchrader and the Bidder will mutually benefit from and exploit the combined individual strengths of the SinnerSchrader-Group and the Accenture-Group. The Accenture-Group standing behind the Bidder is a global services undertaking that possesses decades of experience in various aspects of business consulting. Recently, the Accenture-Group has been extending its areas of business to include the Accenture Interactive division in the area of digital services such as marketing (e-commerce), of particular relevance to SinnerSchrader. Developing and integrating SinnerSchrader as a provider of tailor-made IT concepts and solutions for digital marketing is an important strategic step for Accenture on its way to becoming a full service digital provider

27 The Management Board and the Supervisory Board expect that the business combination with the Bidder will give SinnerSchrader access to the Accenture-Group s impressive international network, in particular its customer base of German and international accounts in Forbes Global 2000 firms. With the Accenture-Group s support, SinnerSchrader will be able to develop and implement futureproof digital concepts even quicker. As part of an internationally important group, SinnerSchrader will also be able to position itself more broadly. The Management Board and the Supervisory Board expect that SinnerSchrader s further development to become the service provider of choice for key accounts will be accelerated by the takeover. For SinnerSchrader s employees and customers the business combination therefore represents a major and long-term opportunity. The Management Board and the Supervisory Board expect the strategic partnership and integration into the Accenture-Group to extend customer relationships, increase capacity and make resource use more efficient. Specifically in an international and competitive environment characterised by (digital) strategy consulting, IT integrators and in-house digital factories of major companies, the business combination with the Accenture-Group offers an excellent basis for being a leading German digital agency on the market in future as well. In view of the Management Board and the Supervisory Board, SinnerSchrader will also benefit from the financing options of the Accenture-Group as well as from the access to its resources and technology, enabling it to secure its creative advantage over competitors in the long term. Ultimately, the Management Board and the Supervisory Board are confident that a successful offer by the Bidder will lead to long-term stability and growth at SinnerSchrader and is therefore in the interest of the company, its employees and its customers. 1.2 Material terms and conditions of the offer In the Business Combination Agreement, the Bidder undertook to launch the Offer at hand in accordance with the terms and conditions listed in the Offer Document. Those terms and conditions include in particular an Offer Price of EUR 9.00, an initial Acceptance Period of six weeks and the obligation to restrict the closing conditions of the Offer to merger clearance in Germany and Austria. 1.3 Support for the Offer In return, SinnerSchrader undertook in the Business Combination Agreement to ensure to the extent legally permissible that the Management Board and the Supervisory Board will, subject to applicable law and their own fiduciary duties, support the Offer and recommend that the Offer be accepted in their respective opinions pursuant to section 27 para. 1 WpÜG. However, such support and recommendations are subject to certain preconditions set out in the Business Combination Agreement: The terms and conditions of the Takeover Offer listed in the published Offer Document may be no less favourable to SinnerSchrader and its shareholders than the terms and conditions

28 regarding the Offer Price and the closing conditions agreed to in the Business Combination Agreement and the financing for the Offer must be confirmed by way of a financing confirmation in accordance with section 13 para. 1 WpÜG. Both preconditions have been fulfilled by the Bidder to the satisfaction of the Management Board and the Supervisory Board. Warburg has confirmed in a fairness opinion that the Offer Price is fair and appropriate from a financial perspective. Such confirmation has been submitted to the Management Board and the Supervisory Board (see section VI.2.1 of this Opinion). No superior legally binding competing offer has been launched by any third party that the Management Board and the Supervisory Board deem more favourable to SinnerSchrader, its shareholders and other stakeholders, provided that SinnerSchrader has notified the Bidder of such competing offer and the Bidder has not revised its offer within five business days in such a manner that the Management Board and the Supervisory Board deem its offer to be at least equal to, if not more favourable than, the competing offer by the third party. In such a case, SinnerSchrader may also terminate the Business Combination Agreement. No circumstances exist that, in the reasonable opinion of the Management Board and/or Supervisory Board acting in good faith, would cause the members of the Management Board and/or Supervisory Board to be in breach of their duties, specifically their fiduciary duties and duties of care under German stock corporation law, by supporting and recommending acceptance of the Takeover Offer. As of the date of this Opinion's publication, the Management Board and the Supervisory Board have no knowledge of any intentions of third parties to submit a competing takeover bid for SinnerSchrader. The Management Board and the Supervisory Board note in this regard that, in their view, the probability of any third party submitting a competing takeover bid for SinnerSchrader is relatively small. This is due to the fact that a large number of SinnerSchrader Shareholders already concluded Share Purchase Agreements in respect of their participations amounting to 7,171,473 SinnerSchrader-Shares in total (equals approx % of SinnerSchrader s share capital and voting rights) with the Bidder before the Bidder published its takeover intention. The Share Purchase Agreements for a total of 6,888,431 SinnerSchrader-Shares (equals approx % of SinnerSchrader s share capital and voting rights) were already closed on 4 April 2017 and the SinnerSchrader-Shares transferred to the Bidder (see in this regard also section III.1.2 and VI.1.2 of this Opinion). 1.4 Ordinary course of business In the Business Combination Agreement SinnerSchrader has also agreed, to the extent legally permissible, that it will (i) refrain, and will procure that its subsidiaries will refrain (which includes that the members of the representative bodies of the subsidiaries will refrain), from initiating any measures or steps which may adversely affect the success of the timely completion of the Takeover

29 Offer or the intentions of the Bidder, and will (ii) in all material respects, carry on its business in the ordinary course, consistent with past practice. However, the aforesaid undertaking by SinnerSchrader only applies on condition that (i) it does not hinder the members of the SinnerSchrader-Group in satisfying obligations that they had already entered into prior to signing the Business Combination Agreement, (ii) no other circumstances exist that, in the reasonable opinion of the Management Board and/or Supervisory Board acting in good faith, would cause the members of the Management Board and/or Supervisory Board to be in breach of their duties under applicable law, including any obligations of the members of the Management Board and/or the Supervisory Board to observe their duty of care and fiduciary duty towards the Target Company, including their obligations under sections 27 and 33 WpÜG and under sections 76, 93 and 116 AktG and (iii) no superior offer has been launched by a third party, in which case, the Bidder has an additional right to amend the Takeover Offer. 1.5 Phased integration The Parties have also laid down in the Business Combination Agreement their joint understanding of a phased integration of the SinnerSchrader-Group into the Accenture-Group. In the first phase following the completion of the Takeover Offer, the SinnerSchrader-Group is to operate as a standalone digital agency under the previously developed brands that are well-known on the market. At the same time the Parties intend, by means of systematic cooperation, to identify new market potential and to bring the business combination to the attention of the envisaged target group of future (key) accounts. Independently of the conclusion of a domination agreement or the implementation of a squeeze-out that the Parties intend this initial phase to continue until September The second phase provides for a closer integration of the SinnerSchrader-Group into the Accenture-Group and will start after the conclusion of a domination agreement or the implementation of a so-called squeeze-out. During this phase, the Bidder intends to continue integrating the SinnerSchrader-Group as a standalone digital agency into the Accenture Interactive segment, in which the Accenture-Group consolidates its digital expertise. During this phase of the integration, the separate legal entities and brands of the SinnerSchrader-Group will however continue to be run independently, although SinnerSchrader may possibly be transformed into a different legal form or other restructuring or reorganisation measures may be carried out with regard to dormant subsidiaries with no business operations. The plans also include preparing for the transfer of the brands of the SinnerSchrader-Group to Accenture Interactive and continuing to promote the current studio network. The Parties expect this phase to last until at least September In the third and final integration phase, the Parties expect SinnerSchrader to be absorbed into a fully integrated Accenture Interactive organisation, with comprehensive market coverage and a homogenous brand presence in the German speaking region

30 1.6 Intentions with respect to the future business and cooperation Further details concerning the intentions of the Bidder as set out in the Business Combination Agreement with respect to the future business activities of SinnerSchrader and the collaboration with the Bidder, SinnerSchrader's employees, their employee representation and terms and conditions of employment, the business locations of the SinnerSchrader-Group and potential subsequent structural measures can be found in sections VII.2 to VII.6 of this Opinion. 1.7 Term The Business Combination Agreement will terminate on the earlier to occur of (i) the date which is 48 months after the end of the Acceptance Period for the Takeover Offer (this is expected to be 8 May 2021) and (ii) achievement by the Bidder of ownership of 100% of the SinnerSchrader- Shares. In addition, the Business Combination Agreement sets out certain circumstances under which the Parties may terminate the Business Combination Agreement. 2. Future business activity, assets and future obligations of the Target Company As agreed in the Business Combination Agreement, the Bidder has in section 7.3 (a) of the Offer Document confirmed its intention that SinnerSchrader is to operate as part of the Accenture-Group as a distinct, but connected organisation in such a way that its digital culture and studio-based way of working will be preserved and supported. Both the Bidder and SinnerSchrader believe that flexibility going forward will be needed in establishing the joint business and that the upcoming changes must be approached collaboratively and in a spirit of mutual respect. In shaping the joint business, the Bidder and SinnerSchrader intend to combine the individual strengths of the Accenture-Group and the SinnerSchrader-Group. For example, the Accenture- Group has, in particular (i) its network and customer base of German and international accounts in Forbes Global 2000 firms and (ii) its established position in Germany, Switzerland and Austria with a network of offices throughout the major cities in these countries and a global network of businesses from high end consulting to technology and operations. The strengths of SinnerSchrader are in particular (i) its end to end digital capabilities supported by a strong network with, and recognition by, the chief marketing officers and chief digital officers of large German companies, (ii) its established studio network and (iii) its capabilities in end-to-end digital agency work, marketing, content, commerce and mobile. The Management Board and the Supervisory Board explicitly welcome the fact that the Bidder and the Accenture-Group acknowledge SinnerSchrader s established digital culture and tried and tested studio-based way of working. Both factors have played a major role in SinnerSchrader s success so far and will therefore enable the successful creative and cross-discipline approach to its business in future as well. The high value digital work of the SinnerSchrader-Group rightly enjoys a good reputation beyond the borders of Germany as well, and SinnerSchrader and the Accenture-Group should continue to benefit from this together. The business combination will give SinnerSchrader access to and enable it to derive long-term benefit from the Accenture-Group s impressive interna

31 tional network, in particular its customer base of German and international accounts in Forbes Global 2000 firms. 3. Registered seat of SinnerSchrader, location of significant parts of the business In section 7.3 (b) of the Offer Document, the Bidder emphasises the joint intention, as already expressed in the Business Combination Agreement, to preserve and strengthen SinnerSchrader s established studio culture. To this end, the existing studio network is to be continued in the long term and expanded, with the registered seat and location in Hamburg remaining the backbone location and the Frankfurt and Munich studios being used as full stack studios. In addition to continuing the Hamburg studio it is intended to also increase the capacity of the existing studios and build up additional ones. In this context, the Bidder undertook in the Business Combination Agreement to maintain Hamburg, Frankfurt and Munich for at least two years after completion of the Offer. There are accordingly no intentions with respect to relocating the business seat of SinnerSchrader or relocating or closing sites of significant parts of the business. Currently, the Parties to the Business Combination Agreement contemplate to implement this strategy by the following measures: Identifying ways to increase the capacity in Frankfurt and Munich; Creating a digital hub in Berlin; Creating further locations in the Rhine-Ruhr region, e.g. Düsseldorf, leveraging Accenture's existing digital facilities in Bonn and Dortmund; Creating further locations as decided at the point in time (e.g. Zurich in Switzerland and Vienna in Austria); Building an effective network of near- and offshore locations interacting seamlessly with the SinnerSchrader-Group, largely leveraging existing facilities of the Accenture-Group and the SinnerSchrader-Group. From the point of view of the Management Board and Supervisory Board, the decision to concentrate in the long term on the studio network which SinnerSchrader has successfully operated to date - with the Hamburg location as the backbone of the network - is a further important guarantee for the future development of SinnerSchrader and the further expansion of its business activities within the Accenture-Group. The targeted expansion of the Berlin location as well as the creation of additional foreign locations in Vienna and Zurich will further strengthen SinnerSchrader s cross-border profile on the market and in competition. The success story of the SinnerSchrader-Group is closely linked to the Hamburg location and its studio culture. SinnerSchrader regards itself as being firmly rooted in Hamburg but is at the same time proud of the studio network it has established over the last couple of decades. The Hamburg location, just like all the other locations of the SinnerSchrader-Group, has great entrepreneurial and operational potential and has excellent employees. The Management Board and the Supervisory Board therefore welcome the strengthening of the Ham

32 burg location, the studio network and the studio culture and are convinced that such continuity in the management will contribute significantly to the continued success and growth of the SinnerSchrader and Accenture-Group. 4. Employees, employee representation and employment conditions of the employees of the SinnerSchrader-Group As the Bidder explains in section 7.3 (c) of the Offer Document, SinnerSchrader and the Bidder have stipulated in the Business Combination Agreement that attracting and developing the most talented employees in the industry is a requirement for the continued success of the SinnerSchrader-Group within the Accenture-Group. In order to achieve this goal the SinnerSchrader-Group will have to continue to provide an attractive workplace to its employees. Against this background, both the Bidder and SinnerSchrader expect employees to continue on their existing career and compensation models during the first transfer phase. During the second transfer phase, there will be a transition to appropriate models within the Accenture-Group designed for the digital agency environment in a way that will, in the opinion of the Management Board and the Supervisory Board, be viewed as attractive by the SinnerSchrader-Group's employees. According to information from the Bidder, it has no plans to terminate employment relationships with SinnerSchrader-Group employees or to modify the representation of the employees of the SinnerSchrader-Group, or any other employment conditions in connection with the Takeover Offer. SinnerSchrader intends, subject to the potentially required approval of the Supervisory Board, to implement development and retention measures for senior members of the management (including the CFO of SinnerSchrader) and further employees of SinnerSchrader. In this context, the Bidder and Accenture Holding GmbH & Co. KG have undertaken in the Business Combination Agreement to reimburse SinnerSchrader to a certain extent for the personnel expenses relating thereto. The Management Board and the Supervisory Board share, without reserve, the high regard which the Bidder has for the employees of the SinnerSchrader-Group. The Management Board and the Supervisory Board are also of the opinion that the high level of qualification and motivation as well as the efficiency and performance of the employees within the SinnerSchrader-Group constitute the very foundation for the continued success and growth of the group. In the context of the Business Combination Agreement, the Management Board and the Supervisory Board emphasised in particular the importance of ruling out to the extent possible the possibility that locations may be closed (see in this regard section VII.3 of this Opinion) or that staff reductions may be implemented in connection with the Takeover Offer or following its completion. The Management Board and the Supervisory Board therefore explicitly welcome the declarations of intent by the Bidder and Accenture Holding GmbH & Co. KG in that regard. At the same time, they point out by way of precaution that the Takeover Offer and its completion by the Bidder will not have any direct impact on the existing employment agreements of the SinnerSchrader-Group's employees. Rather, the indi

33 vidual employment relationships will continue to exist with the relevant employers without any transfer of undertakings being triggered by the Takeover Offer. 5. Management Board and Supervisory Board of the Target Company In section 7.3 (d) of the Offer Document, as previously in the Business Combination Agreement, the Bidder expresses its full trust and confidence in the Management Board of SinnerSchrader. The Bidder therefore wishes to retain the current members of the Management Board and does not intend to initiate or to otherwise support any action aiming at their removal or the termination of their service agreements. Accordingly, the Bidder and Accenture Holding GmbH & Co. KG declared in the Business Combination Agreement that they will, following the successful completion of the Takeover Offer, fully support the Management Board and the senior members of the management in the ensuing integration phase and will not exert any influence over the work and composition of the Management Board until the possible conclusion of any domination and profit or loss transfer agreement or the implementation of a squeeze-out. All current members of the Management Board will therefore retain their functions and responsibilities after completion of the takeover. The Target Company's Supervisory Board consists of three members and will, according to the Bidder, continue to do so after completion of the Takeover Offer. The Bidder intends to appoint two members of the Supervisory Board of SinnerSchrader once the Offer has been successfully completed. The Management Board and the Supervisory Board are pleased that the Bidder has expressly documented its confidence in the work and the success of the Boards in this way. They are confident that the continuity of management will provide a solid foundation for SinnerSchrader to continue to follow its dynamic growth path going forward and that the SinnerSchrader-Group can be successfully and efficiently integrated into the Accenture-Group. In view of the Management Board and the Supervisory Board, it is in the legitimate interest of the Bidder to seek representation on SinnerSchrader's future Supervisory Board that is commensurate for the scope of its equity interest upon the successful closing of the Takeover Offer. 6. Intended structural measures As outlined by the Bidder in section 7.3(e) of the Offer Document, the Bidder and Accenture Holding GmbH & Co. KG intend, at the appropriate time, to effectuate one or more corporate reorganisation transactions intended to achieve legal and operational integration of the SinnerSchrader- Group with the Accenture-Group. This may include, depending on the outcome of the Offer, measures to strengthen the control of the Bidder over the Target Company in line with applicable provisions of German stock corporation law. According to the information from the Bidder in the Offer Document, the structural measures may include the following:

34 a) if 95% or more of the outstanding SinnerSchrader-Shares will have been acquired by the Bidder, the Bidder intends to consider commencing a mandatory buy-out of the shares from any remaining holders thereof by way of a squeeze-out transaction pursuant to section 327a et seq. AktG or by applying for a court order in accordance with sections 39a et seq. WpÜG (as a consequence of which the shares would automatically be delisted upon completion); b) if 90% or more of the outstanding SinnerSchrader-Shares will have been acquired by the Bidder, the Bidder intends to consider commencing a mandatory buy-out of the shares from any remaining holders thereof by way of a merger squeeze-out pursuant to section 62 para. 5 German Transformation Act (Umwandlungsgesetz) (as a consequence of which the shares would automatically be delisted upon completion); c) if less than 90% of the outstanding shares shall have been acquired by the Bidder, the Bidder intends to consider entering into a domination agreement (Beherrschungsvertrag) and/or a profit or loss transfer agreement (Ergebnisabführungsvertrag), in each case pursuant to sections 291 et seq. AktG with SinnerSchrader and initiating a delisting of the SinnerSchrader- Shares pursuant to section 39 para. 2 German Stock Exchange Act (Börsengesetz); However, in this regard the Bidder stresses its intention to implement the intended structural measures in a phased transition and subject to the approval of the relevant corporate bodies of SinnerSchrader. In a first phase following the completion of the Takeover Offer expected to last until September 2018, the Bidder anticipates that the SinnerSchrader-Group will continue to operate as a standalone digital agency, while the second and third phase is expected to include a closer integration of the SinnerSchrader-Group with the Accenture-Group. This corresponds to the phased integration as agreed between the Parties in the Business Combination Agreement and explained in detail in section VII.1.5 of this Opinion. In the opinion of the Management Board and the Supervisory Board, it especially should be positively emphasised, that, aided by the diverse range of support from the Accenture-Group, SinnerSchrader will be able to both maintain and continue to pursue and develop its proven and successful business strategy even more determinedly and ambitiously. The Management Board and the Supervisory Board share the view that with the Bidder and the Accenture-Group SinnerSchrader will gain a prospective partner that is prepared and capable of supporting SinnerSchrader s longterm development and strategic objectives. The Management Board and the Supervisory Board especially welcome the fact that the Bidder has expressed its willingness to further promote SinnerSchrader s successful studio culture and thus respect SinnerSchrader s corporate and work culture in the course of its future integration with the Accenture-Group. The Management Board and the Supervisory Board are of the opinion that it is in the legitimate interest of the Bidder and the Accenture-Group to reserve conceivable options for a subsequent complete economic and/or legal inclusion or integration of the SinnerSchrader-Group with the Accenture-Group

35 VIII. Implications of the Takeover Offer for the Target Company shareholders The following information is intended to provide SinnerSchrader-Shareholders a point of reference for assessing the implications of accepting or rejecting the Takeover Offer. The viewpoints contained below make no claim to completeness. It is the responsibility of each SinnerSchrader-Shareholder to assess the implications of accepting or rejecting the Takeover Offer themselves. The Management Board and the Supervisory Board advise the shareholders of the Target Company to seek professional guidance in this matter if necessary. The Management Board and the Supervisory Board note that they do not and cannot assess whether SinnerSchrader-Shareholders may potentially suffer unfavourable tax consequences (specifically a potential tax liability for capital gains) or forfeit tax benefits as a result of accepting or rejecting the Offer. The Management Board and the Supervisory Board recommend that SinnerSchrader- Shareholders, before reaching a decision whether to accept or reject the Offer, should seek tax advice which takes into consideration the personal situation of the relevant shareholder. 1. Potential disadvantageous consequences of accepting the Takeover Offer Upon completion of the Takeover Offer and transfer of the SinnerSchrader-Shares to the Bidder, SinnerSchrader-Shareholders who accept the Takeover Offer will lose their membership rights and asset-related rights in the Target Company with respect to the shares for which the Takeover Offer was accepted. The following should be taken into account: With respect to the SinnerSchrader-Shares for which the Takeover Offer is accepted and completed, SinnerSchrader-Shareholders will no longer profit from any favourable business development of SinnerSchrader and/or any favourable price development of the SinnerSchrader-Shares. With respect to the SinnerSchrader-Shares for which the Takeover Offer is accepted and completed, SinnerSchrader-Shareholders will generally not participate in any statutory consideration or settlement payments to be granted in the event of any structural measures implemented subsequent to completion of the Offer, such as in the case of conclusion of a domination and profit or loss transfer agreement or the implementation of a squeeze-out. Within one year after the Bidder s publication pursuant to section 23 para. 1 no. 2 WpÜG immediately after the expiry of the Acceptance Period, any further acquisitions of SinnerSchrader-Shares by the Bidder or persons acting in concert with it made outside of the stock exchange (Nacherwerbe) may trigger an obligation to adjust the Offer Price (section 31 para. 5 WpÜG). However, the Bidder may also purchase SinnerSchrader-Shares on the stock exchange at higher prices within this one-year period without having to adjust the Offer Price for the relevant SinnerSchrader-Shareholders who have accepted the Takeover Offer

36 It is only possible to withdraw from the acceptance of the Takeover Offer subject to the strict requirements set forth in section 14 of the Offer Document, and only before expiry of the Acceptance Period. SinnerSchrader-Shareholders otherwise have a limited ability to dispose over the SinnerSchrader-Shares in respect of which they have accepted the Takeover Offer. According to the Offer Document, the SinnerSchrader-Shares are traded as of the third Stock Exchange Trading Day after the commencement of the Acceptance Period on 27 March 2017 under ISIN DE000A2E42L7 on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. Trading will be suspended at the end of the last day of the Additional Acceptance Period. The Management Board and the Supervisory Board note that the SinnerSchrader-Shares may temporarily experience low trading volumes, however. This may result in it not being possible for orders to buy or sell Tendered SinnerSchrader-Shares to be executed in due time or at all, and can lead to increased volatility or pressure on the share price. Moreover, any acquirers of the Tendered SinnerSchrader-Shares accept all rights and obligations arising in connection with the acceptance of the Takeover Offer. This can have a negative effect on the demand for and price of these shares, particularly if the stock exchange price of a Tendered SinnerSchrader-Share is above the Offer Price. 2. Potential disadvantageous consequences of not accepting the Takeover Offer SinnerSchrader-Shareholders who do not accept the Takeover Offer will remain SinnerSchrader- Shareholders, unless they otherwise sell their SinnerSchrader-Shares. They may lose their status as shareholders if a squeeze-out, as illustrated in section VII.6 of this Opinion, is performed at a later date. However, this would either require the Bidder (or any other principal shareholder) to hold a 95% interest in SinnerSchrader, or the Bidder or another principal shareholder (having the legal form of a German stock corporation (AG), a partnership limited by shares (Kommanditgesellschaft auf Aktien) or a Societas Europaea (SE)) to hold a 90% interest in SinnerSchrader coupled with a merger into the Bidder or such principal shareholder. There is also a possibility that in the future the conditions will be met for other measures which would change the structure of the Company such as the conclusion of a domination and/or profit or loss transfer agreement, a delisting or a reorganisation and such measures will be implemented. According to the Bidder, it intends to conclude a domination and profit or loss transfer agreement or conduct a squeeze-out if it reaches the relevant majorities. For the SinnerSchrader-Shares they keep, SinnerSchrader-Shareholders are exposed to the opportunities and risks of the future performance of SinnerSchrader-Shares. The Management Board and the Supervisory Board have already expressed an opinion (see section VII.2 of this Opinion) with respect to the Bidder's intentions regarding SinnerSchrader's future business activities. SinnerSchrader-Shareholders who do not accept the Takeover Offer should take the following into consideration: SinnerSchrader-Shares for which the Offer has not been accepted may continue to be traded for the time being on the relevant stock exchanges. It is theoretically possible that after com

37 pletion of the Takeover Offer the supply of and demand for SinnerSchrader-Shares will be so low, and therefore the liquidity of SinnerSchrader-Shares be reduced to such an extent that it will not be possible for orders to buy or sell SinnerSchrader-Shares to be executed in due time or at all. Moreover, the potential reduction in liquidity of the SinnerSchrader-Shares could result in significantly higher volatility of the share price than in the past. In the event that the reduced liquidity of SinnerSchrader-Shares results in it no longer being possible to guarantee orderly trading, it is conceivable that SinnerSchrader-Shares will be delisted, even where SinnerSchrader and/or the Bidder did not apply for such delisting process. In the event the SinnerSchrader-Shares are delisted, there would no longer be an organised public market for trading the Shares. In the event the SinnerSchrader-Shares are delisted, this could considerably limit the selling opportunities of the SinnerSchrader-Shares. The current stock exchange price of the SinnerSchrader-Share could be influenced by the fact that the Bidder announced and published the Takeover Offer with an Offer Price of EUR 9.00 per SinnerSchrader-Share. It is uncertain as to whether the stock exchange price of the SinnerSchrader-Shares will remain at the present level after the Acceptance Period expires or how it will develop going forward. It is generally not possible to forecast the SinnerSchrader-Shares' price performance. Among other things, it is affected by factors associated with the general economic situation and, moreover, depends on the future business development of the SinnerSchrader-Group. The following should be taken into consideration if the Bidder initiates any measures, including those described under section VII.6 of this Opinion, which may result in a statutory offer for cash compensation and/or exchange offer on the basis of a company valuation: In such a case, the valuation of SinnerSchrader would be based on SinnerSchrader's financial position and earnings situation as of a date in the future to be specified by law depending on the type of measure or the stock exchange price at the time when the relevant resolution has been adopted and announced. In the case of a squeeze-out, remaining SinnerSchrader- Shareholders would have to accept, and in other cases (such as in the event of a merger or the conclusion of a domination agreement) they could accept the cash compensation granted in the specific cases which may be equal to, greater than or less than the Offer Price. This cash compensation would be subject to review in judicial appraisal proceedings. Alternatively to the acceptance of such an offer, the remaining SinnerSchrader-Shareholders could hold onto their SinnerSchrader-Shares (except in the case of a squeeze-out). However, it cannot be ruled out that the structure of their equity interest could be changed in such a case. In the event of a change in legal form or a merger of SinnerSchrader into a non-listed company, the stock exchange listing of the SinnerSchrader-Shares would be terminated. In the event of a conclusion of a domination and profit or loss transfer agreement with SinnerSchrader as the controlled entity, the remaining SinnerSchrader-Shareholders may be entitled to a guaranteed dividend

38 After the closing of the Offer or at a subsequent date, the Bidder could, to the extent legally permissible, cause SinnerSchrader to request that the admission of SinnerSchrader-Shares to regulated market sub-segments of the Frankfurt Stock Exchange with additional postadmission listing obligations (Prime Standard) be revoked if the necessary requirements for doing so have been satisfied. In this case, SinnerSchrader-Shareholders would no longer benefit from the stricter reporting requirements of the regulated market. The remaining SinnerSchrader-Shareholders need not necessarily be offered any kind of compensation for a series of measures which the Bidder could implement based on a majority of voting rights at SinnerSchrader's general meeting or which it could impose on the basis of its position as the controlling entity (see in this regard, for example, section 13(d) of the Offer Document). However, it cannot be ruled out that such measures could have an adverse effect on the share price or the hypothetical value of the SinnerSchrader-Shares derived from the enterprise value. If the Bidder obtains the necessary majority of SinnerSchrader-Shares upon completion of the Takeover Offer, it will be able to decide alone on the appropriation of net retained profits at the general meeting. It is therefore not possible at the present to make statements about SinnerSchrader's future distribution policy. IX. Interests of the members of the Management Board and the Supervisory Board 1. Interests of the members of the Management Board SinnerSchrader s Management Board currently consists of Matthias Schrader (CEO) and Thomas Dyckhoff (CFO). Both members of the Management Board held an equity interest in SinnerSchrader as of the publication date of the Offer Document SinnerSchrader-Shares (equals approx % of SinnerSchrader s share capital and voting rights) were held by Mr. Schrader and SinnerSchrader-Shares (equals approx. 0.95% of SinnerSchrader s share capital and voting rights) were held by Mr. Dyckhoff. Before publication of the Bidder s decision to launch the Takeover Offer on 20 February 2017, Messrs. Schrader and Dyckhoff had, as shareholders of SinnerSchrader, already concluded Share Purchase Agreements with the Bidder in which both agreed to transfer their respective SinnerSchrader-Shares (see in this regard also section VI.1.2 of this Opinion). The agreed purchase price amounted to EUR 9.00 per SinnerSchrader-Share and therefore corresponded to the Offer Price in the Offer Document. The Share Purchase Agreements of both members of the Management Board were executed on 4 April In this connection the Bidder paid the corresponding purchase prices to Messrs Schrader and Dyckhoff, respectively. As described in section VII.4 of this Opinion, Mr. Dyckhoff is expected to be a beneficiary of SinnerSchrader s planned development and retention measures in an aggregate maximum amount over four years of EUR 450,

39 Other than as described above, neither the Bidder nor persons acting in concert with the Bidder in accordance with section 2 para. 5 WpÜG have granted or suggested any cash payments or cash equivalent benefits to members of the Management Board in connection with the Offer. Regardless thereof, in section 7.3 (d) of the Offer Document, the Bidder declared it has full trust and confidence in the current members of SinnerSchrader's Management Boards and that all current members of the Management Board would retain their functions and duties following completion of the Offer. 2. Interests of the members of the Supervisory Board Neither the Bidder nor persons acting in concert with the Bidder in accordance with section 2 para. 5 WpÜG have granted or suggested any cash payments or cash equivalent benefits to members of the Supervisory Board in connection with the Offer. X. Intention of the members of the Management Board and the Supervisory Board who own SinnerSchrader-Shares to accept the Takeover Offer As described above in section IX.1 of this Opinion, the two current members of the Management Board, Messrs. Schrader and Dyckhoff, had, as shareholders of SinnerSchrader, already concluded Share Purchase Agreements with the Bidder on 20 February i.e. before publication of the decision to launch the Takeover Offer - in which both agreed to transfer their respective SinnerSchrader-Shares. The Share Purchase Agreements of both members of the Management Board were executed on 4 April The members of the Supervisory Board do not hold SinnerSchrader-Shares. XI. Acceptance of the Offer outside the Federal Republic of Germany According to the Bidder s statements in section 1.6 of the Offer Document, the Takeover Offer can be accepted by all foreign and domestic SinnerSchrader-Shareholders (including shareholders with place of residence, registered office or usual abode in the Federal Republic of Germany, European Union or the European Economic Area) pursuant to the Offer Document and the legal provisions applicable in each case. However, the Bidder points out that acceptance of the Takeover Offer outside of the Federal Republic of Germany may be subject to legal restrictions. It is recommended that SinnerSchrader-Shareholders who come into possession of the Offer Document or who wish to accept this Takeover Offer outside the Federal Republic of Germany and/or are subject to the laws of other jurisdictions than those of the Federal Republic of Germany but are subject to the laws of jurisdictions other than the Federal Republic of Germany inform themselves of and comply with the applicable legal provisions. SinnerSchrader-Shareholders in the United States should note that nothing in this Offer Document constitutes an offer to buy or the solicitation of an offer to sell securities in the United States of America and in any other jurisdiction in which such offer or solicitation would be unlawful. There

40 fore, SinnerSchrader-Shareholders in the United States of America should carefully read the statements in section 20 of the Offer Document ( Important Information for U.S. Shareholders ) (see also section V.1 of this Opinion). Neither the Bidder nor the Management Board and the Supervisory Board of SinnerSchrader assume any responsibility that acceptance of the Takeover Offer outside of the Federal Republic of Germany is permitted under the laws applicable in each case. XII. Recommendation In light of the statements in this Opinion and taking into consideration all general circumstances surrounding the Takeover Offer, the Management Board and the Supervisory Board consider the consideration offered by the Bidder to be appropriate in accordance with section 31 para. 1 WpÜG. The Offer Price contains an attractive premium over the relevant Three-Months Average Share Price for the SinnerSchrader-Share before the Bidder s decision to launch the Takeover Offer as well as compared to further historical stock exchange prices for the SinnerSchrader-Share. Based on the grounds explained in this Opinion (see section VII of this Opinion), the Management Board and the Supervisory Board believe that the Takeover Offer fully satisfies the strategic objectives and legitimate interests of SinnerSchrader, the SinnerSchrader-Group, its employees and customers. As such, the Management Board and the Supervisory Board welcome and endorse the Bidder's Offer without reservation. The Management Board and the Supervisory Board recommend that SinnerSchrader-Shareholders accept the Takeover Offer. This Opinion was adopted unanimously and independently by the Management Board and the Supervisory Board. Hamburg, 6 April 2017 The Management Board The Supervisory Board

41 Annex 1 Fairness Opinion of M.M.Warburg & CO (AG & Co.) KGaA, Hamburg

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