REPORT ON THE SPECIAL EVALUATION

Today, EASY SOFTWARE AG has been presented the special audit report ordered by resolution on July 26, 2012, by special auditor WP/StB Rosemarie Helwig.

The special audit relates to the period from 2002 until 2012.

The special auditor has qualified the following business transactions with related persons and companies in the audit period as customary:

  1. Work contracts completed in the context of EASY SOFTWARE AG’s share takeover and subsequent financial restructuring by Manfred A. Wagner and Rudolf Schwaab.
  2. The service contract with a person having a close relationship with Manfred A. Wagner, who has been remunerated with EUR 5,000 plus the use of a company vehicle, including the subsequent sale of the company car to the associated party.
  3. The execution of the purchase agreement regarding the shares to otris software AG.
  4. The performance accounting of the consulting agreement Professor Helmut Balzert has with EASY SOFTWARE AG as well as the service agreement with RE-EST Consulting GmbH, which is controlled by René Scheer.
  5. The contracts for accounting services with GfU Gesellschaft für Unternehmensberatung, Planung und Organisation mbH.
  6. The service contracts for cleaning EASY SOFTWARE AG’s head office with Cleaners GmbH. 7. The service contracts about the provision of leased vehicles with companies controlled by Manfred A. Wagner.
  7. The service contracts about catering and logistics services with companies controlled by Manfred A. Wagner.

In addition, the special auditor has identified the following business transactions with related parties and companies that have not been agreed or processed according to their findings as customary between unassociated third parties. The special auditor has made a legal review of involved persons’ duty violations subject to a legal examination.

  1. Adoption of an enforceable liability guarantee of the company in favour of EASY SOLUTIONS GmbH in the amount of EUR 400,000 and an increase to EUR 450,000 and subsequent utilisation by EASY SOFTWARE AG, which led to a financial loss of EUR 449,000.
  2. Granting short-term unsecured loans for a total amount of EUR 3,300,000 to GfU Gesellschaft für Unternehmensberatung, Planung und Organisation mbH and/or HOMA Gesellschaft für Hochstrom-Magnetschalter V. Vollenbroich GmbH & Co. KG with interest, which the special auditor qualifies as abnormal commercial practice. The company has received interest in the amount of EUR 21,000. According to the special auditor’s opinion, interest amounting to EUR 41,000 would have been customary on the market.
  3. Reimbursement of expenditures incurred by EASY SOLUTIONS GmbH, Mülheim an der Ruhr, and recognition of these expenses as “transitory items” as receivable in the financial statements.
  4. Replacement of a loan amounting to EUR 133,000, which was awarded by Manfred A. Wagner and RS Consulting GmbH to EASY SOFTWARE (UK) PLC before the due date of the loan repayment. Whether and to what extent a financial prejudice occurred could not be determined by the special audit.
  5. Documentation and implementation of use and charging on costs for using the rented Schalke 04 loge in the Veltins-Arena.
  6. Performance relationship with sbr health it GmbH, which led to a financial loss of EUR 1,778,000 for EASY SOFTWARE AG .
  7. Acceptance, approval and release processes associated with the acquisition of ARCHIMED IS.
  8. Faulty performance bills by trafo2 GmbH, which led to a financial loss of EUR 178,000.
  9. Pricing for Baumann Technologie GmbH’s invoiced services is not auditable in terms of customariness and contractual performance provision and billing.

Company’s legal advisers have been commissioned to further examine whether duty violations of members and claims for damages against third parties result from the findings presented.

The Board will issue an opinion on the results submitted by the special auditor. In the upcoming Annual General Meeting, which is scheduled to take place on May 23, 2013, there will be a detailed report on the special audit and its results.

EASY SOFTWARE AG
The Executive Board

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