SNP Schneider-Neureither & Partner AG / Key word(s): Capital Increase 13.06.2016 19:35 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN COUNTRIES WHERE SUCH RELEASE, PUBLICATION, OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT REGULATIONS, IN PARTICULAR, NOT IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. SNP | Ad hoc disclosure in accordance with section 15 of the German Securities Trading Act (WpHG) Subject: Corporate action SNP Schneider-Neureither & Partner AG resolves capital increase with shareholders' subscription rights Heidelberg, 13 June 2016 - With the approval of the Supervisory Board, the Management Board of SNP Schneider-Neureither & Partner AG (the "Company") (ISIN DE0007203705/WKN 720370) resolved today a capital increase from authorised capital by up to EUR 1,238,726 by granting shareholders' statutory subscription rights. The purpose of the capital increase is to finance the further growth of the SNP Group. Up to 1,238,726 no-par value bearer shares with a notional interest in the share capital of EUR 1.00 per share ("New Shares") will be offered in a public offer in Germany and Luxembourg. Based on a subscription ratio of 3:1, one New Share can be subscribed for every three old shares of the Company. As a result, the Company's share capital of EUR 3,738,060 against cash contributions will increase by up to EUR 1,238,726 to a total amount of up to EUR 4,976,786. The subscription price for every New Share is EUR 25.00. The subscription period is expected to begin on Thursday, 16 June 2016 and end on Wednesday, 29 June 2016 (each inclusive). The subscription rights (ISIN: DE000A2BPWH9/ WKN: A2B PWH) for New Shares will be traded on the regulated market on the Frankfurt Stock Exchange in the period from Thursday, 16 June 2016 to Monday, 27 June 2016 (including both dates). After the end of the subscription period, New Shares that have not been subscribed for as part of the offer for subscription are to be offered to selected investors outside of the USA, in line with Regulation S of the U.S. Securities Act, and outside Canada, Japan and Australia as part of a private placement after the end of the subscription period. Based on confirmed subscription declarations, senior management members of the SNP Group and other members will subscribe to New Shares for a total amount of EUR 4.77 million. This includes the CEO, Dr Andreas Schneider- Neureither, who currently holds approximately 20% of the Company's share capital and will subscribe to New Shares for a total amount of EUR 4.0 million. Senior management members have also expressed their interest in subscribing to additional New Shares worth EUR 6.32 million in total without a confirmed subscription declaration. The capital increase is managed by ODDO SEYDLER BANK AG. Details on the capital increase and the requirements to subscribe for New Shares can be found in the offer for subscription, which is expected to be published in the Bundesanzeiger (Federal Gazette) from Wednesday, 15 June 2016. The Company has created a securities prospectus for this public offer. The prospectus is expected to be approved by the Federal Financial Supervisory Authority (BaFin) on Tuesday, 14 June 2016. - End of notice - This document does not constitute an offer to sell, or the solicitation of an offer to purchase, shares of SNP Schneider-Neureither & Partner AG. This document is not a securities prospectus and investors should not purchase any securities mentioned in this document except on the basis of the securities prospectus ("Securities Prospectus") which will be published on Tuesday, 14 June 2016 (after approval by the Bundesanstalt für Finanzdienstleistungsaufsicht and notification to the Luxembourg financial supervisory authority Commission de Surveillance du Secteur Financier) in connection with the public offer of shares in SNP Schneider-Neureither & Partner AG in Germany and Luxembourg by SNP Schneider-Neureither & Partner AG. The Securities Prospectus will be published on the Company's website at http://www.snp-ag.com/eng/Investor-Relations/Stock-Information/Capital- Increase. The Securities Prospectus will be available free of charge during regular business hours at the offices of SNP Schneider-Neureither & Partner AG, Dossenheimer Landstr. 100, 69121 Heidelberg, Germany. This publication does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America (the "United States"), in Australia, in Canada, or in Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this publication may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or in a transaction exempted from or not subject to the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to in this publication may not be offered or sold in Australia, Canada, or Japan or to, or for the account or benefit of, any national, resident, or citizen of Australia, Canada, or Japan. The offer and sale of the securities referred to in this publication has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, or Japan. There will be no public offer of the securities in the United States or anywhere outside of Germany and Luxemburg. A public offer in Germany and in Luxembourg is made only by way, and on the basis of, an English language securities prospectus with a German summary. About SNP SNP empowers organizations to successfully shape digital transformations and pursue market opportunities on the basis of highly adaptable IT. SNP's solutions and software are used to integrate previously separate IT environments, support M&A projects and carve-outs, and cultivate new markets outside of the home market. SNP Transformation Backbone(R) is the world's first standard software to automatically analyze and execute IT system transformation. It delivers significantly better quality while greatly reducing the time and expense involved in transformation projects. SNP AG has over 600 employees in Europe, South Africa, Asia and the US. The company is headquartered in Heidelberg and generated around EUR 56 million in revenue in 2015, according to preliminary figures. Its products and solutions are used by multinationals in manufacturing, finance and the service sector. SNP AG was established in 1994, went public in 2000, and has been in the Frankfurt Stock Exchange's Prime Standard segment since August 2014 (ISIN DE0007203705). For further information, visit www.snp-ag.com. Contact for Investor Relations: Marcel Wiskow Tel.: +49 6221 6425-637 Fax: +49 6221 6425-470 E-mail: [email protected] http://www.snp-ag.com/eng/Investor-Relations/ 13.06.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: SNP Schneider-Neureither & Partner AG Dossenheimer Landstraße 100 69121 Heidelberg Germany Phone: +49 6221 6425 637 Fax: +49 6221 6425 470 E-mail: [email protected] Internet: www.snp-ag.com ISIN: DE0007203705 WKN: 720370 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------