Public Takeover Offer to the Shareholders of RIB Software SE

Disclaimer – Legal Notices

You have entered the website which Schneider Electric Investment AG has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of RIB Software SE.

Shareholders of RIB Software SE are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the takeover offer.

Important Legal Information

On 13 February 2020, Schneider Electric Investment AG (the “Bidder”) published its decision to make a voluntary public takeover offer to the shareholders of RIB Software SE (the “RIB Shareholders”) to acquire all shares in RIB Software SE by way of a voluntary public takeover offer (the “Takeover Offer”).

On the following pages you will find the offer document published on 20 March 2020, the publication of the decision to make the Take-over Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) as well as further publications in accordance with Section 23 WpÜG and the press releases of Schneider Electric SE.

The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.

RIB Shareholders in the United States should note that this Takeover Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the shares of which are not registered under Section 12 of the Exchange Act. The Takeover Offer is being made in the United States in reliance on the Tier 2 exemption from certain requirements of the Exchange Act and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Takeover Offer is subject to U.S. securities laws, such laws only apply to holders of shares in RIB Software SE in the United States, and no other person has any claims under such laws.

For RIB Shareholders whose place of residence, seat or place of habitual abode is outside of Germany, it may be difficult to enforce rights and claims arising outside of the laws of the country of residency. This is due to the fact that RIB is incorporated in Germany and some or all of its officers and directors may be residents of a country other than their own country of residency. It may not be possible to sue in a court in their own country of residency a foreign company or its officers or directors for violations of the laws of their own country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of the country of residency of the shareholder.

The publication, dispatch, distribution or dissemination of this Offer Document or other documents related to the Offer outside Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. This Offer Document and other documents related to the Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of this Offer Document by third parties outside Germany, the Member States of the European Union and the European Economic Area and the United States.

The Offer may be accepted by all domestic and foreign RIB Shareholders in accordance with the terms outlined in this Offer Document and the applicable statutory provisions. However, acceptance of the Offer outside Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. RIB Shareholders who come into possession of this Offer Document outside Germany, the Member States of the European Union and the European Economic Area or the United States, who wish to accept the Offer outside Germany, the Member States of the European Union and the European Economic Area or the United States and/or who are subject to statutory provisions other than those of Germany, the Member States of the European Union and the European Economic Area or the United States are advised to inform themselves of the relevant applicable statutory provisions and to comply with them. The Bidder assumes no responsibility for acceptance of the Offer outside Germany, the Member States of the European Union and the European Economic Area and the United States being permissible under the relevant applicable statutory provisions.

All information contained on, or accessible through, this website is for information purposes as well as the purpose of complying with the provisions of the WpÜG, the pertinent regulation (WpÜG-Angebotsverordnung) and other legal requirements applicable in relation to the Takeover Offer. The Bidder does not assume any obligation to keep the information and documents which are made available up to date unless required by applicable laws. Announcements made on this website do not constitute an invitation to make an offer to sell shares in RIB Software SE. With the exception of the offer document published on 20 March 2020, announcements made on this website do not constitute an offer to purchase shares in RIB Software SE. The terms and conditions of the Takeover Offer are contained solely in the offer document published on 20 March 2020. RIB Shareholders are strongly recommended to read the offer document and all documents in connection with the Takeover Offer, since they will contain important information.

 I hereby confirm that I have read the above legal notices and information.