Special audit report

The special audit report by auditor/tax consultant Rosemarie Helwig, appointed special auditor as per resolution of July 26, 2012, was today submitted to EASY SOFTWARE AG.
This special audit refers to the period from 2002 to 2012.
The special auditor classified the following business relationships with related parties and companies within the audit period as customary:
1. The contracts concluded by Manfred A. Wagner and Rudolf Schwaab as part of the acquisition of shares of EASY SOFTWARE AG and the financial restructuring that followed.
2. The service contract with a party related to Manfred A. Wagner who was compensated for with €5,000 plus the use of a company car, including subsequent sale of the company car to that related party.
3. Execution of the purchase contract regarding the shares in otris software AG.
4. Billing of the consulting contract between Prof. Dr. Helmut Balzert and EASY SOFTWARE AG, as well as the service contract with RE-EST Consulting GmbH, a company controlled by René Scheer.
5. The contracts with GfU Gesellschaft für Unternehmensberatung, Planung und Organisation mbH referring to accounting services.
6. The service contracts with Cleaners GmbH referring to cleaning the EASY SOFTWARE AG headquarters building with Cleaners GmbH.
7. The service contracts with companies controlled by Manfred A. Wagner referring to surrendering leased vehicles.
8. The service contracts with companies controlled by Manfred A. Wagner referring to catering services and logistics services.
In addition, the special auditor has identified the following business relationships with related parties and companies which, according to her assessments, were not agreed upon or conducted as is customary among unrelated third parties. The special auditor has reserved legal assessment of duty violations on the part of the acting parties for judicial review.
1. Transfer of a limited guarantee of the company on behalf of EASY SOLUTIONS GmbH amounting to €400 thousand and increasing to €450 thousand, and later claim by EASY SOFTWARE AG., resulting in a financial disadvantage amounting to €449 thousand.
2. Granting short-term unsecured loans amounting to a total of €3.3 million to GfU Gesellschaft für Unternehmensberatung, Planung und Organisation mbH or HOMA Gesellschaft für Hochstrom-Magnetschalter V. Vollenbroich GmbH & Co. KG, at interest rates classified by the special auditor as being not standard practice. The company collected interests amounting to €21 thousand. According to the auditor, interests amounting to €41 thousand would have been standard practice.
3. Transfer of expenditures of EASY SOLUTIONS GmbH of Mülheim an der Ruhr (Germany), and disclosing these expenses as „transitory item“ as a receivable in the annual financial statements.
4. Redemption of a loan amounting to €133 thousand granted to EASY SOFTWARE (UK) PLC by Manfred A. Wagner and RS Consulting GmbH prior to the due date of repayment of the loan. The special auditor was not able to determine if and in how far this has resulted in financial disadvantage.
5. Documentation and implementation of utilization and cost transfer for the use of the hired box of Schalke 04 football club in the Veltins Arena.
6. Services from sbr health it GmbH resulting in financial disadvantage to EASY SOFTWARE AG amounting to €1,778 thousand.
7. Acceptance, approval and releasing processes in combination with the purchase of ARCHIMED IS.
8. Faulty calculation of services from trafo2 GmbH, resulting in financial disadvantage amounting to €178 thousand.
9. Pricing for the billed services of Baumann Technologie GmbH is not auditable with regard to custom and contractual rendering and billing of services.
The legal consultants of the company were assigned for further audit to find out whether duty violations by executive bodies and damage claims against third parties arise from the assessments submitted by the auditor.
The Management Board will release a statement on the results submitted by the auditor. The upcoming general meeting, expected to take place on May 23, 2013, will provide a detailed report on the special audit and its results.
EASY SOFTWARE AG
The Management Board