Changes to Management Board of EASY SOFTWARE AG

 

Ad hoc report pursuant to Clause 17 of the German Market Abuse Regulation
– Changes to Management Board of EASY SOFTWARE AG –

 

Mülheim an der Ruhr, Germany — May 16, 2018. Effective June 1, 2018, the Supervisory Board of EASY SOFTWARE AG (ISIN: DE0005634000) today appointed Dieter Weisshaar a member of the Management Board of EASY SOFTWARE AG, appointing him chairman of the Management Board effective September 1, 2018. On assuming his new role, Mr. Weisshaar will essentially take over the Sales and Marketing departments.

Willy Cremers, member and spokesman of the Management Board of EASY SOFTWARE AG since October 2013, will be available for induction and be essentially in charge of the Product Development division until the end of his term of office. With a view to his personal plans and his now guaranteed successor, he and the Supervisory Board agreed that he will resign from the Management Board effective August 31, 2018.

 

EASY SOFTWARE AG

The Management Board

EASY SOFTWARE AG: Acquisition of Systec GmbH

Mülheim an der Ruhr (Germany), January 10, 2018 – EASY SOFTWARE AG (ISIN: DE0005634000) acquired Systec GmbH, a Bielefeld-based IT company for document management. The transaction is made as part of a share deal; it applies retroactively to January 1, 2018. The purchase price amounts to a maximum of €1.5 million.

Founded in 1983 and a longtime partner of EASY SOFTWARE AG, Systec GmbH with its nine employees recently generated external sales amounting to about €2 million, with more than €1 million of these through EASY SOFTWARE AG. Through the intended integration, EASY SOFTWARE AG will win qualified employees for Consulting and Sales & Distribution. This will allow it to strengthen its regional position in the German states of Lower Saxony and North Rhine-Westphalia and get direct access to many interesting end customers.

 

EASY SOFTWARE AG

The Management Board

 

IR contact:

Martina Appold

ed.ys1529389883ae@ri1529389883

 

About EASY SOFTWARE AG:

With more than 13,000 customer installations, EASY SOFTWARE AG of Mülheim an der Ruhr (Germany) is a leading developer and provider of multi-platform solutions in the electronic archiving, document management and enterprise content management sectors. EASY software captures any type of bulk data; it structures document flow using integrated workflow functionalities, ensuring revision-proof long-term archiving.

 

About Systec GmbH:

Systec GmbH was founded as an IT company in 1983. Headquartered in Bielefeld, Germany, the company has been rendering for more than 30 years IT consulting services for midsize businesses at the highest level, covering the entire value chain.

Legal proceedings for indemnities, decissions by the Superior Provincial Court Düsseldorf

After information given over the telephone, the Superior Provinvial Court Düsseldorf on April 7, 2017 announced the following decisions in the two legal tort litigations:

 

the Superior Provincial Court Düsseldorf rejected the appeal by former Supervisory Manfred Wagner, EASY SOLUTIONS GmbH and a former member of the Management Board against the verdict by District Court Duisburg of February 11, 2016. District Court Duisburg had ordered the appellants to pay €400,000 plus interest, as well as Mr. Wagner and EASY SOLUTIONS GmbH to pay another €83,440.33 plus interest.  Moreover, District Court Duisburg determined that particularly Mr. Wagner has to replace other, currently not yet identifiable indemnities. In detail, we refer to the ad hoc report on this verdict of February 12, 2016. The Superior Provincial Court Düsseldorf did not permit revision.  The verdict is still outstanding.

 

In another decision the Superior Provincial Court Düsseldorf allowed the appeal by former Supervisory Board chairman Manfred Wagner and repealed the verdict by the District Court Duisburg of January 13, 2016 ordering Mr. Wagner to pay €1,513,000 plus interest. The court did not permit the appeal. EASY SOFTWARE AG may file a nullification appeal at the German Federal Supreme Court (BHG) against non-admissibility of the appeal within a month after delivery of the verdict in full form. The verdict has not yet been passed, and the Management Board will, in collaboration with the Supervisory Board, throroughly investigate this, and then decide wehther the nullification appeal should be filed. Impacts on the annual financial statement 2016 will be promptly checked.

 

EASY SOFTWARE AG

The Management Board

Expected net income for the year shows upside and downside – EASY SOFTWARE AG with higher sales; increased group earnings, yet not according to plan

Mülheim an der Ruhr (Germany), March 10, 2017

Despite deconsolidation of otris software AG (in FY 2015, its sales for the first four months were still part of the group sales of EASY SOFTWARE AG), the EASY SOFTWARE Group expects, based on temporary figures, a sales increase in the region of 4-5% for 2016 as compared to 2015. The parent company (EASY SOFTWARE AG) was able to significantly increase its sales by 13-14%.

Based on currently available figures, the EASY SOFTWARE Group will reach an EBITDA of EUR1.7 million to EUR1.8 million. Since the comparable income, excluding special items, of the year 2015 amounted to EUR1.4 million, despite the mistaken forecast reported ad hoc on February 14, 2017, the EASY Group still shows a significant increase by about 25%.  Moreover, the income-increasing effect from ongoing tort litigation in the above EBITDA figures for 2016 has not yet been considered.

The forecast deviation to the scheduled EBITDA of EUR2.8 million named in the financial statement for 2015 is essentially due to four causes:

  1. Weaker business and currency effects in the UK and Turkey.
  2. Despite newly-won customers, it was found that the sales cycles and go-to-market time in cloud business are longer than expected.
  3. Moreover, there were postponements of orders before year’s end. These orders could partially (in the UK, among others) be entered as backlog of orders during the first two months. It should be emphasized that these were not just license orders, but that such license sales involved significant service expense that still needs to be processed and license sales can only be billed when the service component has been rendered by qualified personnel.
  4. Particularly in the PCM business sector, which is new to EASY, hiring qualified SAP personnel has not been successful enough because there is a shortage in the entire market. Processing queries and orders could therefore not be handled as quickly as planned during FY 2016.

The Management Board considers the EASY Group to be on the right track; it also expects significant increases in sales and operating income for the future. CEO Willy Cremers commented: „We can now see that the extensive activities in almost all EASY Group sectors pay off more and more. High acceptance of our pioneering products confirms again almost every day that our actions taken as part of the EASY FIT and EASY SPIRIT programs were right. Our additionally implemented actions at HR recruitment level, begun in early 2017, are now starting to have impact and will, during the course of the current fiscal year, contribute to driving the company’s success.“

EASY SOFTWARE AG
The Management Board

EASY SOFTWARE AG corrects its profit and loss forecast for 2016

Mülheim an der Ruhr (Germany), February 14, 2017 – Based on temporary figures as of December 31, 2016 and deviating from its forecast published in its annual report of 2015, EASY SOFTWARE AG (ISIN: DE 0005634000) expects a lower income for FY 2016.

A major reason for this deviation is postponing projects, both domestic and foreign, to 2017. Additionally, the company did not succeed in providing sufficient resources in the SAP environment to serve all queries and contracts.  Also, the UK’s BREXIT vote and the Turkish political situation have had negative impact on income. Cloud business also fell short of expectations.

According to the annual forecast for 2016 in its annual report of 2015, the company had previously assumed, at group level, an operating income before interest, tax and depreciation (EBITDA) amounting to about €2.8 million. Based on the temporary figures as of December 31, 2016, the Management Board now assumes that a deviation in operating EBITDA of -35% to -40% is to be expected for the year 2016.

EASY SOFTWARE AG
The Management Board

EASY SOFTWARE AG: Acquisition of the ECM business entity of Schleupen AG

Mülheim an der Ruhr (Germany), January 26, 2017 –  Today, EASY SOFTWARE AG (ISIN: DE 0005634 000) concluded an acquisition agreement through which it acquires the  Enterprise Content Management („ECM“) business entity from Ettlingen-based Schleupen AG, taking commercial effect on January 1, 2017.

Schleupen AG is one of EASY SOFTWARE’s most important partner companies through which EASY SOFTWARE AG sells a part of its products to end customers. Particularly the contractual relationships to end customers and other partner companies are, along with the ECM business entity, transferred to EASY SOFTWARE AG.

The contracting parties have agreed on a lower, seven-digit euro amount for the purchase price. Due to the takeover of the ECM business entity, the EASY Group expects sales growth of about 4% p. a. and above-average earnings growth.

EASY SOFTWARE AG

The Management Board

EASY SOFTWARE AG realises the attached claims

Ad hoc announcement by EASY SOFTWARE AG according to section 15 of the German Securities Trading Act (WpHG)

 WKN: 563400

 ISIN: DE0005634000

 

Mülheim an der Ruhr, April 14, 2016

Based on the judgements of District Court Duisburg of January 13, 2016 (Ref. 25 O 41/12) and February 11, 2016 (Ref. 21 O 20/14) against former Supervisory Board chairman Manfred A. Wagner, EASY SOFTWARE AG has, as part of precautionary attachment, attached claims of Manfred A. Wagner against banks to secure its claims for damages amounting to a total of EUR 3,194,545.67 (basically consisting of the pronounced principal claims amounting to EUR 1,996,440.00 plus interest rates).  A realisation of the attached claims will only be implemented upon provision of security by EASY SOFTWARE AG. The company will deposit the required security at short notice and realise the attached claims.

 

By judgement of January 13, 2016, District Court Duisburg sentenced Manfred A. Wagner to pay damages amounting to a total of EUR 1,513,000.00 plus interest rates and by judgement of February 11, 2016, sentenced him jointly and severally liable with EASY SOLUTIONS GmbH and, due to a partial amount, jointly and severally liable with former Management Board member Josef Gemeri, to pay damages amounting to EUR 483,440.33 plus interest rates.  Both judgements are provisionally enforceable against provision of security. Manfred A. Wagner appealed against the judgement of January 13, 2016 and against the judgement of February 11, 2016.  If the decisions of District Court Duisburg are reversed by the court of appeal, the enforcement measures would have to be canceled and possibly, damages suffered by the judgment being enforced as precautionary attachmentwould have to be compensated by EASY SOFTWARE AG.

 

EASY SOFTWARE AG

The Management Board

EASY Solutions GmbH appeals against verdict

Ad hoc Announcement of EASY SOFTWARE AG according to section 15 of the German Securities Trading Act (WpHG)

WKN: 563400

ISIN: DE0005634000

 

Mülheim an der Ruhr/Germany, March 31, 2016

EASY Solutions GmbH, former Supervisory Board chairman Manfred A. Wagner and former Management Board member Josef Gemeri have appealed against the verdict of District Court Duisburg of February 11, 2016.

District Court Duisburg had sentenced EASY Solutions GmbH, Manfred A. Wagner and Josef Gemeri – jointly and severally liable –  to pay damages amounting to EUR 400,000.00 plus interest to EASY SOFTWARE AG due to granting guarantees by EASY SOFTWARE AG to secure liabilities of EASY Solutions GmbH and due to the settlement of liabilities by EASY SOFTWARE AG in favour of EASY Solutions GmbH. Moreover, EASY Solutions GmbH and Manfred A. Wagner were sentenced – jointly and severally liable – to pay further damages in the amount of EUR 83,440.33 plus interest to EASY SOFTWARE AG. In addition, District Court Duisburg decided that Manfred A. Wagner and Josef Gemeri are obliged, jointly and severally liable, to compensate all further damages of EASY SOFTWARE AG that has arisen or will arise from the above case amounting to a front ranking  liability of EUR 400,000.00 and that Manfred A. Wagner is obliged to compensate all further damages of EASY SOFTWARE AG that has arisen or will arise from the above case exceeding a liability amount of EUR 400,000.00.

 

EASY SOFTWARE AG

The Management Board

Judgement in favour of EASY SOFTWARE AG

Ad hoc Announcement of Easy Software AG according to § 15 WpHG

 

WKN: 563400

ISIN: DE0005634000

 

Mülheim an der Ruhr / Germany, February 12, 2016

 

By judgement of February 11, 2016, EASY SOFTWARE AG received today, the District Court Duisburg sentenced EASY Solutions GmbH, the former chairman of the supervisory board Manfred A. Wagner and the former member of the management board Josef Gemeri – jointly and severally liable – to pay damages amounting to EUR 400,000.00 plus interest to EASY SOFTWARE AG. Furthermore, EASY Solutions GmbH and Manfred A. Wagner were sentenced, jointly and severally, to pay further damages amounting to EUR 83,440.33 plus interest to EASY SOFTWARE AG. Moreover, the District Court Duisburg decided that Manfred A. Wagner and Josef Gemeri are obliged, jointly and severally, to compensate all further damages of EASY SOFTWARE AG that have resulted or will result from the guarantee to secure liabilities of EASY Solutions GmbH and from the settlement of liabilities of EASY Solutions GmbH amounting to a front ranking liability amount of EUR 400,000.00. Manfred A. Wagner furthermore has to compensate all damages that have resulted or will result from the guarantee to secure liabilities of EASY Solutions GmbH and from the settlement of liabilities of EASY Solutions GmbH exceeding a liability amount of EUR 400,000.00. The action against the former member of the supervisory board Wolfgang Glücks was dismissed.

 

According to the general assembly’s resolution of August 28, 2013 on agenda item 11, the special representative appointed by the general assembly on July 26, 2012, on behalf of the Company, sued the aforementioned former members of the corporate bodies and EASY Solutions GmbH for expenditure and damages; after revocation of the representative, the management board and the supervisory board continued the legal proceedings.

 

The court decisions relate to a guarantee granted by EASY SOWFTARE AG to secure current account liabilities of EASY Solutions GmbH and the settlement of liabilities of EASY Solutions GmbH by EASY SOFTWARE AG as well as the claim for interest on the settlement of liabilities in favour of EASY Solutions GmbH. At the relevant point in time, EASY Solutions GmbH was not part of the EASY group; majority shareholder was IPM Industrie Participation Management M.A. Wagner GmbH, a company controlled by Manfred A. Wagner.

 

The court order is not yet final.

 

Further tort litigation is not yet completed.

 

EASY SOFTWARE AG

The Management Board

Former Chairman of the Supervisory Board appealed against verdict

Ad hoc release by EASY SOFTWARE AG pursuant to Clause 15 of the German Securities Trading Act (WpHG)

WKN: 563400

ISIN: DE0005634000

 

Former Chairman of the Supervisory Board Manfred A. Wagner appealed against the verdict of the District Court Duisburg of January 13, 2016. The District Court Duisburg ordered Manfred A. Wagner to pay indemnities amounting to EUR 1,513,963.31 plus interest rates to EASY SOFTWARE AG due to paying out purchase price claims by EASY SOFTWARE AG from selling a holding in ScanOptic Gesellschaft für Scanner- und optische Speichertechnologie mbH to Manfred A. Wagner, as well as paying back a loan granted by him and RS Consulting GmbH to EASY SOFTWARE (UK) PLC through EASY SOFTWARE AG.

 

EASY SOFTWARE AG

The Management Board