19.07.2017 | Austria

Improvement of the exchange ratio with respect to the merger of S&T System Integration & Technology Distribution AG/Quanmax AG

On June 14, 2017, a settlement was reached at the Regional Court of Linz in the matter of 32 Fr 7884/12h. The settlement pertained to the review proceedings of the ratio of exchange arising from the merger of S&T System Integration & Technology Distribution AG (FN 47292y) into Quanmax AG (FN 190272m), which is now S&T AG.

The settlement is legal binding and applies to all parties to this review proceedings. The settlement provides for the agreement that S&T AG will grant 1.30795 shares in S&T AG – instead of the previously determined number of 1.295 shares in S&T AG – for each share held as of December 12, 2012 of S&T System Integration & Technology Distribution AG (ISIN: AT0000905351). This agreement, which has ensued from this settlement, does not apply to former shareholders of S&T System Integration & Technology Distribution AG with whom there is an extant waiver agreement or who have issued a legally binding waiver of such. In cases in which this further disbursement does not yield a whole number of shares, a rounding of fractions will be undertaken. This will take the form of the disbursement of a further share of S&T AG. S&T AG applied for the authorization to issue shares, in accordance with § 225e Paragraph 3 Sentence 2 of Austria's Joint Stock Corporation Act (AktG) and with § 225j Paragraph 2 AktG. In a declaration dated June 14, 2017, this authorization was granted.

Since S&T AG does not dispose of treasury shares for the rendering of the compensation, new shares are to be issued from the authorized capital. Raiffeisen Centrobank AG (FN 117507 f) has been commissioned by S&T AG – which will instruct the former to do such - with the delivery of the additional shares. In accordance with the commission placed by S&T AG and subsequent to the carrying out of the capital increase from the authorized capital, and subsequent to admission of such shares to trading on the Frankfurt Stock Exchange, Raiffeisen Centrobank will deliver by no later than December 31, 2017 the additional shares. These will be transferred to securities accounts held by shareholders entitled to such disbursements.

The delivery of additional shares to the entitled shareholders requires signing of a separate form by the respective shareholders and the depositary bank /custodian bank in a legally binding way. This signed form is to be received by no later than August 31, 2017 by S&T AG. The signed form has to be received either by mail (S&T AG, Industriezeile 35, A-4021 Linz) or e-mail (umtausch@snt.at).

The eligibility of the claim arising from the settlement and accruing to the former shareholders of S&T System Integration & Technology Distribution AG has to be proven by a securities confirmation as of December 12, 2012, which was the date of registration of the merger in the companies register. This securities confirmation has to include the name of the owner of the securities account and the number of shares in S&T System Integration & Technology Distribution AG.

S&T AG assumes all costs and fees ensuing from the implementation of this settlement and accruing to the former shareholders of S&T System Integration & Technology Distribution. This assumption is limited, however, to up to EUR 10 per entitled shareholder. The depositary / custodian banks at which the shareholders have deposited their shares are requested to contact Raiffeisen Centrobank AG about the fees to be reimbursed to the previous shareholders. Any further costs, taxes, legal transaction fees, other charges, costs of legal consultation, and the like are to be borne by the previous shareholders.

S&T AG will be delighted to answer any further questions under the contact at umtausch@snt.at.

Form for improvement of the ratio of exchange with S&T System Integration & Technology Distribution AG