
General Information about Squeeze Out
Vienna, January 2011
On 25 November 2010, the Annual General Meeting of PC-WARE Information Technologies AG passed a resolution for the transfer of shares of the remaining shareholders in PC-Ware Information Technologies AG (minority shareholders) to "PERUNI" Holding GmbH, based in Vienna/Austria, as the principal shareholder, in return for an appropriate cash settlement in accordance with Sections 327a et seq. of the Stock Corporation Act (Aktiengesetz – AktG) (so-called "squeeze-out").
On 12 January 2011, the squeeze-out of minority shareholders was entered in the Commercial Register Leipzig. As at this date all interests attributable to the minority shareholders were transferred to the principal shareholder Peruni Holding GmbH pursuant to statutory provisions. In return, the minority shareholders shall receive a cash settlement per share.
Thus, the principal shareholder hereby issues the following announcement:
"PERUNI" Holding GmbH
Vienna
Announcement on the Squeeze-Out of Minority Shareholders of PC-Ware Information Technologies AG, Leipzig
- ISIN: DE0006910904 -
- ISIN: DE000A0XYL20 -
- ISIN: DE000A1EMBK0 –
On 25 November 2010, the Annual General Meeting of PC-Ware Information Technologies AG, Leipzig, ("PC-Ware") passed a resolution for the transfer of shares of the remaining shareholders in PC-Ware (minority shareholders) to the principal shareholder, "PERUNI" Holding GmbH, Vienna/Austria, ("PERUNI"), in return for an appropriate cash settlement in accordance with Section 327a AktG.
On 12 January 2011, the resolution on the transfer of shares was entered in the Commercial Register of PC-Ware at the District Court of Leipzig (HRB 15064). Thus, pursuant to Section 327e (3), sentence 1 AktG, all shares attributable to the minority shareholders of PC-Ware were transferred to PERUNI. As at this date, the aforementioned shares only certify the right to a cash settlement.
In accordance with the resolution concerning the transfer of shares, the squeezed-out minority shareholders of PC-Ware shall receive from PERUNI a cash settlement of EUR 23.31 per no-par-value bearer share in PC-Ware with a notional value of EUR 1.00 each. Under the provisions set out in Section 327b AktG, the agreed cash settlement shall be interest-bearing as from the date of the court announcement concerning the entry of the share transfer resolution in the Commercial Register of the District Court of Leipzig in the electronic information and communication system on www.registerbekanntmachungen.de, as specified by the State Administration of Justice, with interest being set at an annual rate that is 5 percentage points above the respective basic interest rate pursuant to Section 247 of the German Civil Code (Bundesgesetzbuch – BGB). The settlement obligation will be met by PERUNI concurrently by means of bank remittance upon transfer of the rights to the global certificates.
All securities-related matters associated with the cash settlement will be handled by Bankhaus Neelmeyer AG, Bremen.
No arrangements will have to be made by the squeezed-out minority shareholders with regard to the receipt of the cash settlement. The cash settlement amount will be paid to the squeezed-out minority shareholders concurrently upon derecognition of the shares in PC-Ware via the custodian. The squeezed-out minority shareholders shall receive the cash settlement free of commission and charges.
Upon transfer to PERUNI of the shares attributable to the squeezed-out minority shareholders of PC-Ware, the stock listing for the Regulated Market of the Frankfurt Stock Exchange as well as the setting of prices at the stock exchanges of Berlin, Düsseldorf, Munich and Stuttgart were discontinued at the end of the day of trading on 12 January 2011.
Furthermore, an application was made for the revocation of admission of PC-Ware shares to the Regulated Market of the Frankfurt Stock Exchange.
Vienna, January 2011
"PERUNI" Holding GmbH
Contact:
PC-Ware Information Technologies AG
Investor Relations
Blochstraße 1
D-04329 Leipzig
Phone: +49 341 25 68-000
ir@pc-ware.de
WKN: 691090; ISIN: DE0006910904; Index: CDAX, General All Share; listed: Regulated Market of the Frankfurt Securities Exchange, General Standard of the Frankfurt Securities Exchange, Regulated Unofficial Market (Freiverkehr) of the Berlin Bremen Exchange, Regulated Unofficial Market (Freiverkehr) of the Düsseldorf Exchange, Regulated Unofficial Market (Freiverkehr) of the Stock Exchange of Lower Saxony Hanover, Regulated Unofficial Market (Freiverkehr) of the Stuttgart Exchange; http://www.pc-ware.de

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