Invitation to the Annual General Meeting on 15 May 2018 · 2019. 6. 26. · ANNUAL GENERAL MEETING 2018 RIB SOFTWARE SE 3 Dear Shareholders, We hereby invite our shareholders to the

Invitation to theAnnual General Meetingon 15 May 2018RIB Software SEISIN DE000A0Z2XN6 / WKN A0Z2XN

Convenience Translation

3ANNUAL GENERAL MEETING 2018 | RIB SOFTWARE SE

Dear Shareholders,

We hereby invite our shareholders to the 2018 Annual General Meeting of RIB Software SE to take place on Tuesday, 15 May 2018 at 12.00 (noon) at FILharmonie Filderstadt, Tübinger Straße 40, 70794 Filderstadt, Germany.

RIB Software SE, Stuttgart

CONSOLIDATED FIGURES - OVERVIEW

€ million unless otherwise indicated 2017 2016 2015 2014

Revenue 108.3 97.9 82.1 70.0

Software licences 34.7 28.9 20.1 23.1

Software as a Service / Cloud 13.0 12.5 12.0 8.7

Maintenance 33.2 27.1 23.8 21.7

Consulting 19.9 22.7 20.0 15.8

e-commerce 7.5 6.6 6.2 0.7

Operating EBITDA* 39.9 33.0 20.9 25.7

as % of revenue 36.8 % 33.7 % 25.5 % 36.7 %

Operating EBT* 29.2 23.2 12.4 19.3

as % of revenue 27.0 % 23.7 % 15.1 % 27.6 %

Consolidated net profit of the year 18.4 14.4 10.5 20.8

Cash flow from operating activities 22.8 51.5 19.4 20.7

Average number of employees 832 765 680 599

Group liquidity** 134.8 135.4 177.0 137.9

Equity ratio 80.5% 82.1 % 86.3 % 85.0 %

Research and development expenses 21.4 18.8 17.0 14.6

R&D ratio - iTWO segment 21.2 % 20.6 % 22.3 % 21.0 %

Annual average number of R&D-employees 336 307 269 243

* EBITDA and EBT adjusted by: Currency effects (2017: -0.1; 2016: -0.4; 2015: +3.8; 2014: +3.7) and one-off / special effects (2017: +0.5; 2016: +0.1; 2015: +0.2; 2014: +5.9).** Cash and cash equivalents, time deposits and available-for-sale securities

4 RIB SOFTWARE SE | ANNUAL GENERAL MEETING 2018

CONTENT

Agenda 5

1. Presentation of the adopted annual financial statements and the approved consolidated financial state-

ments of RIB Software SE for the 2017 financial year, the combined group management report and the

management report for the 2017 financial year, the report of the Administrative Board of RIB Software SE

and the explanatory report of the Administrative Board of RIB Software SE on the information pursuant

to Sections 289a (1), 315a (1) of the German Commercial Code (HGB) for the 2017 financial year 5

2. Resolution on the appropriation of profits 5

3. Resolution on the formal approval of the actions of the members of the Supervisory Board of RIB Soft-

ware AG for the 2017 financial year 6

4. Resolution on the formal approval of the actions of the members of the Management Board of RIB Soft-

ware AG for the 2017 financial year 6

5. Resolution on the formal approval of the actions of the members of the Administrative Board of RIB

Software SE for the 2017 financial year 6

6. Resolution on the formal approval of the actions of the Managing Directors of RIB Software SE for the

2017 financial year 6

7. Resolution on the election of the auditor for the annual financial statements and the consolidated finan-

cial statements for the 2018 financial year 6

8. Election of an Administrative Board member 7

9. Resolution on the cancellation of the existing authorisation to acquire and dispose of own shares by the

Company, authorisation to acquire and dispose of own shares by the Company and to exclude subscrip-

tion and tender rights 8

10. Resolution on the cancellation of the existing authorised capital, on the creation of a new authorised ca-

pital, on the authorisation to exclude subscription rights and on a respective amendment of the Articles

of Association 11

11. Resolution on granting an authorisation to issue convertible bonds, option bonds and/or income bonds

and/or profit participation rights (or combinations of these instruments) with the authorisation to exclude

subscription rights, on the creation of a conditional capital 2018 as well as on a respective amendment

of the Article of Association 14

Report of the Administrative Board regarding agenda item 9 pursuant to Sections 71 (1) No. 8 sentence 5,

186 (4) sentence 2 of the German Stock Corporation Act (Aktiengesetz – AktG) 20

Report of the Administrative Board regarding agenda item 10 pursuant to Sections 203 (2) sentence 2, 186 (4) sentence 2 of the German Stock Corporation Act (Aktiengesetz – AktG) 23

Report of the Administrative Board regarding agenda item 11 on the exclusion of subscription rights pursuant

to Sections 186 (3) sentence 4, 221 (4) sentence 2 in conjunction with Section 186 (4) sentence 2 of the Ger-

man Stock Corporation Act (Aktiengesetz – AktG) 26

Further convocation information 30

Directions 35


AGENDA

1. Presentation of the adopted annual financial statements and the approved con-solidated financial statements of RIB Software SE for the 2017 financial year, the combined group management report and the management report for the 2017 financial year, the report of the Administrative Board of RIB Software SE and the explanatory report of the Administrative Board of RIB Software SE on the infor-mation pursuant to Sections 289a (1), 315a (1) of the German Commercial Code (HGB) for the 2017 financial year

In accordance with legal provisions, no resolution is to be passed under this agenda item, since

the Administrative Board of RIB Software SE has already approved the annual financial statements

and consolidated financial statements and hence the annual financial statements have been adop-

ted. For the other documents mentioned in this agenda item, the law generally only provides that

shareholders shall be informed by being given access to those documents with no resolution to be

passed by the Annual General Meeting.

2. Resolution on the appropriation of profits

The Administrative Board proposes that the profits of EUR 15,303,233.35 shall be utilised as follows:

Distribution to the shareholders of a dividend in the amount of EUR 0.18 per share with dividend

entitlement: EUR 9,064,094.76

Profit carried forward: EUR 6,239,138.59

This proposed resolution takes into account the 1,174,140 treasury shares held by the Company

at the date of this invitation, which are not entitled to dividends. If the number of shares entitled to

dividends should change before the time of the resolution on the appropriation of profits, the Admi-

nistrative Board will submit to the Annual General Meeting an adjusted proposed resolution on the

appropriation of profits, reflecting such change. However, this proposed resolution will provide for

an unchanged dividend of EUR 0.18 per share with dividend entitlement.

In accordance with Section 58 (4) sentence 2 of the German Stock Corporation Act (Aktiengesetz

– AktG), the claim to the dividend is due on the third business day following the resolution of the

Annual General Meeting, i.e. on 18 May 2018.

Note:If references are made to provisions of the German Stock Corporation Act (AktG) or the German

SE Implementation Act (SEAG), the citation omits for reasons of clarity the reference to the relevant

referral provisions (Art. 9, Art. 53) of the Council Regulation (EC) No. 2157/2001 of 8 October 2001

on the Statute for a European company (SE) (SE Regulation).


3. Resolution on the formal approval of the actions of the members of the Supervi-sory Board of RIB Software AG for the 2017 financial year

In the 2017 financial year, the Company operated as RIB Software AG until 3 April 2017. Therefore,

the Annual General Meeting shall pass a resolution for the formal approval of the members of the

Supervisory Board for the 2017 financial year.

The Administrative Board proposes that the actions of the members of the Supervisory Board of

RIB Software AG in the 2017 financial year shall be formally approved for the 2017 financial year.

4. Resolution on the formal approval of the actions of the members of the Manage-ment Board of RIB Software AG for the 2017 financial year

In the 2017 financial year, the Company operated as RIB Software AG until 3 April 2017. Therefore,

the Annual General Meeting shall pass a resolution for the formal approval of the members of the

Management Board for the 2017 financial year.

The Administrative Board proposes that the actions of the members of the Management Board of

RIB Software AG in the 2017 financial year shall be formally approved for the 2017 financial year.

5. Resolution on the formal approval of the actions of the members of the Admi-nistrative Board of RIB Software SE for the 2017 financial year

The Administrative Board proposes that the actions of the members of the Administrative Board of

RIB Software SE in the 2017 financial year shall be formally approved for the 2017 financial year.

6. Resolution on the formal approval of the actions of the Managing Directors of RIB Software SE for the 2017 financial year

The Administrative Board proposes that the actions of the Managing Directors of RIB Software SE

in the 2017 financial year shall be formally approved for the 2017 financial year.

7. Resolution on the election of the auditor for the annual financial statements and the consolidated financial statements for the 2018 financial year

The Administrative Board proposes, based on the recommendation of the Audit Committee, to

appoint BW PARTNER Bauer Schätz Hasenclever Partnerschaft mbB Wirtschaftsprüfungsgesell-

schaft, Steuerberatungsgesellschaft, Stuttgart, as the auditor for the annual financial statements

and the consolidated financial statements for the 2018 financial year.


8. Election of an Administrative Board member

The composition of the Administrative Board is governed by Art. 43 (2) to (4) of Council Regulation

(EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) (SE-Verord-

nung, SE-VO) in conjunction with Sections 23, 24 SE Implementation Act (SE-Ausführungsgesetz,

SEAG), Section 21 (3) SE Employees Participation Act (SE-Beteiligungsgesetz, SEBG) and Article 6

(1) and (3) of the Articles of Association.

Pursuant to Article 6 (1) and (3) of the Articles of Association, the Administrative Board consists of

eight members who are elected by the General Meeting. Mr Helmut Schmid has resigned from his

position as a member of the Administrative Board with effect from 31 March 2018. As from 1 April

2018, the Administrative Board no longer has the number of members required by Article 6 (1) of the

Articles of Association. The election of a new member of Administrative Board is therefore necessary.

The General Meeting is not bound by any election proposals. The Administrative Board proposes to

elect, based on the recommendation of its Nomination- and Compensation Committee,

Mr Mads Bording Rasmussen,

by profession: Managing Director and Group COO of the Company,

born on: 29 November 1979 in Hillerød, Denmark,

resident in Copenhagen, Denmark,

as a member of the Administrative Board with effect from the end of this Annual General Meeting

for the period up to the end of the Annual General Meeting which resolves on the formal approval of

the actions of the members of the Administrative Board for the 2020 financial year.

With regard to the member of the Administrative Board proposed for election, the following infor-

mation is provided in accordance with Section 125 (1) sentence 5 of the German Stock Corporation

Act (Aktiengesetz – AktG):

• Mr Bording Rasmussen is not a member of any statutory supervisory boards of German com-

panies.

• Further, he is not a member of comparable domestic and foreign supervisory bodies of

business enterprises.


Curriculum vitae and information on the candidate‘s relevant knowledge, skills and experience

pursuant to Section 5.4.1 (5) of the German Corporate Governance Codex as amended on 7 Fe-

bruary 2017:

Education Master of Science & Executive MBA

Professional Career 2017 - today Managing Director (COO) of RIB Software SE

2014 - 2017 CEO RIB A/S

2008 - 2014 CEO Docia A/S

2007 - 2008 Founding Partner Zielgut

2001 - 2007 Tiscali Spa Customer Intelligence Manager

Apart from his position as Managing Director of RIB Software SE, Mr Bording Rasmussen does not

carry out any other principal activities.

9. Resolution on the cancellation of the existing authorisation to acquire and dis-pose of own shares by the Company, authorisation to acquire and dispose of own shares by the Company and to exclude subscription and tender rights

By resolution of the Annual General Meeting on 30 May 2017, the Company was authorised to acquire

and dispose of treasury shares in accordance with Section 71 (1) No. 8 of the German Stock Corpora-

tion Act (Aktiengesetz – AktG). Based on this resolution of the Annual General Meeting, treasury shares

may be sold to third parties under exclusion of the shareholders‘ subscription rights if, among other

things, the sale price is not significantly lower than the stock exchange price of the Company‘s shares

at the time when the obligation to sell is entered into (so-called simplified exclusion of subscription

rights). However, this authorisation to sell own shares under simplified exclusion of subscription rights

shall only apply subject to the condition that the number of shares sold on the basis of this authorisation

may not exceed a total of 10% of the share capital at the time the authorisation became effective. The

maximum limit of 10% of the share capital shall include shares that are issued during the term of this

authorisation on the basis of other authorisations in direct, analogous or corresponding application of

Section 186 (3) sentence 4 AktG under the exclusion of subscription rights.

By resolution dated 22/23 March 2018, the Administrative Board of the RIB Software SE partially utili-

sed the authorised capital pursuant to Article 4 (4) of the Articles of Association, approved by the Annual

General Meeting on 31 May 2016 (“Authorised Capital 2015”), through the issue of 4,684,565 new sha-

res (corresponds to 10% of the share capital of the RIB Software SE prior the capital increase) against

cash contributions (“Capital Increase 2018“). In issuing the new shares, the Administrative Board

made use of the simplified exclusion of subscription rights in accordance with Article 4 (4) sentence 3

lit. c) of the Articles of Association in conjunction with Sections 203 (1) and (2), 186 (3) sentence 4 AktG.


Taking into account the new shares issued in connection with the Capital Increase 2018, the authori-

sation of the Administrative Board to sell own shares under simplified exclusion of subscription rights

is no longer available. In order to enable the Administrative Board to sell the treasury shares held by

the Company at short notice without further resolution of the General Meeting by way of a simplified

exclusion of subscription rights, the authorisation of 30 May 2017 shall be cancelled and replaced by

a new authorisation.

The Administrative Board proposes to pass the following resolution:

a) Cancellation of the Authorisation dated 30 May 2017

The authorisation granted by the Annual General Meeting on 30 May 2017 under agenda item

6 to acquire and dispose of own shares by the Company pursuant to Section 71 (1) No. 8 AktG

shall be cancelled.

b) Acquisition Authorisation

The Company is authorised to acquire treasury shares until 14 May 2023, representing up to a

total of 10% of the Company‘s share capital existing at the time the resolution is adopted. The

authorisation may not be used by the Company for the purpose of trading in treasury shares.

The authorisation may be exercised in whole or in part, once or multiple times by the Company;

it may also be exercised by its group companies or for its or their account by third parties. The

acquired shares, together with treasury shares already held by the Company or attributable to

it in accordance with Sections 71d and 71e AktG, may at no time account for more than 10%

of the Company‘s share capital.

c) Types of Acquisition

The shares may be acquired, at the discretion of the Administrative Board, via the stock exch-

ange or as part of a public purchase offer addressed to all shareholders.

If the purchase is effected via the stock exchange, the consideration paid by the Company for

each share (excluding incidental acquisition costs) may not exceed or fall below the stock ex-

change price determined by the opening auction in Xetra trading (or a functionally comparable

successor system) on the Frankfurt Stock Exchange, Frankfurt am Main (“Frankfurt Stock Exchange”), on the day on which the obligation to purchase is entered into, by more than 10%.


If the acquisition is carried out by means of a public tender offer addressed to all sharehol-

ders of the Company, the purchase price or the limits of the purchase price range per share

(excluding incidental acquisition costs) may not exceed or fall below the average closing price

in Xetra trading (or a functionally comparable successor system) on the Frankfurt Stock Exch-

ange on the 4th to 10th trading day prior to the publication of the Company‘s offer for shares

by more than 10%. If a purchase price range is determined, the final price will be determined

from the available declarations of acceptance or offers to sell. If the relevant stock market price

determined in this way significantly changes after the publication of the purchase offer, the offer

can be adjusted. The publication of the offer will then be replaced by the day on which the final

decision on the purchase price adjustment will be published. The volume of the offer may be

limited. Insofar as the subscription of the offer exceeds this volume, any shareholders‘ right

to tender is excluded insofar as the acquisition can be effected in proportion to the number of

shares tendered or offered and small quantities of up to 50 shares per shareholder can be given

preferential consideration.

d) Use of the Acquired Shares

The Administrative Board is authorised to use treasury shares of the Company acquired in

accordance with the authorisation granted above in addition to the sale via the stock exchange

or by means of a purchase offer addressed to all shareholders as follows:

aa) Treasury shares may be offered and sold under the exclusion of the shareholders‘ subscription

rights in connection with a merger with companies or the acquisition of companies, parts of

companies, participations in companies or other non-cash contributions.

bb) Treasury shares may be sold to third parties under the exclusion of the shareholders‘ subscrip-

tion rights if the sale price is not significantly lower than the stock exchange price of the Com-

pany‘s shares at the time when the obligation to sell is entered into. However, this authorisation

shall only apply subject to the condition that the number of shares sold on the basis of this

authorisation may not exceed a total of 10% of the share capital at the time the authorisation

becomes effective or – if this value is less – at the time this authorisation is exercised. The

maximum limit of 10% of the share capital shall include shares that are issued during the term

of this authorisation on the basis of other authorisations in direct, analogous or corresponding

application of Section 186 (3) sentence 4 AktG under the exclusion of subscription rights.


cc) Treasury shares may be used to service subscription rights issued by the Company to its

management, its executives and employees, as well as the executives and employees of its

affiliated companies on the basis of the Stock Option Program 2015 adopted by the Annual

General Meeting on 10 June 2015under agenda item 8. With regard to the terms and conditions

of the Stock Option Program 2015, reference is made to agenda item 8 of the invitation to the

Annual General Meeting on 10 June 2015.

dd) The Administrative Board is authorised to redeem (einziehen) treasury shares without any

further resolution of the General Meeting.

ee) Furthermore, the Administrative Board can exclude the shareholders‘ subscription rights

for fractional amounts when treasury shares are sold by means of an offer addressed to all

shareholders.

The above authorisations to use treasury shares may be exercised once or multiple times, in-

dividually or together, as well as in whole or in part. In addition, the above authorisations shall

also apply to treasury shares already held by the Company.

e) In accordance with Sections 71 (1) No. 8 sentence 5, 186 (4) sentence 2 AktG, the Adminis-trative Board has submitted a written report on the reasons for the exclusion of subscripti-on rights and possible tender rights. The content of the report is published in this invitation to the Annual General Meeting following the agenda.

10. Resolution on the cancellation of the existing authorised capital, on the creation of a new authorised capital, on the authorisation to exclude subscription rights and on a respective amendment of the Articles of Association

By resolution dated 22/23 March 2018, the Administrative Board of the RIB Software SE partially utili-

sed the authorised capital pursuant to Article 4 (4) of the Articles of Association (the “Authorised Ca-pital 2015”), through the issue of 4,684,565 new shares (corresponds to 10% of the share capital of

the RIB Software SE prior the capital increase) against cash contributions. In issuing the new shares,

the Administrative Board made use of the simplified exclusion of subscription rights in accordance

with Article 4 (4) sentence 3 lit. c) of the Articles of Association in conjunction with Sections 203 (1)

and (2), 186 (3) sentence 4 of the German Stock Corporation Act (Aktiengesetz – AktG).

This means that the authorisation to exclude shareholders‘ subscription rights in accordance with

Article 4 (4) sentence 3 lit. c) of the Company‘s Articles of Association in conjunction with Sections


203 (1) and (2), 186 (3) sentence 4 AktG has been fully utilised and is no longer available to the

Administrative Board. In order to enable the Administrative Board to increase the Company‘s share

capital at short notice and without further resolution of the General Meeting to an appropriate extent

in future, the existing Authorised Capital 2015 shall be cancelled and replaced by a new authorised

capital by a corresponding amendment to the Company‘s Articles of Association.

The Administrative Board therefore proposes to pass the following resolution:

a) The authorisation granted to the Administration Board by the Annual General Meeting on 31 May

2016 to increase the Company‘s share capital until 9 June 2020 (Authorised Capital 2015) shall

be cancelled subject to the condition precedent (aufschiebende Bedingung) of the registration

in the commercial register (Handelsregister) of the amendment of the Articles of Association

proposed under letter b) to the extent that the Authorised Capital 2015 had not yet been utilised.

b) Article 4 (4) of the Articles of Association shall be amended and revised as follows:

“(4) The Administrative Board shall be authorised to increase the share capital of the Company

once or several times by the end of 14 May 2023 by up to a total of EUR 13,670,219.00 by

issuing up to 13,670,219 new registered shares with a nominal amount of EUR 1.00 per share

against contribution in cash and/or in kind (“Authorised Capital 2018”). Basically, the new

shares shall be offered to the shareholders for subscription; the new shares may also be sub-

scribed by a financial institution or a company operating pursuant to Section 53 (1) sentence 1

or Section 53b (1) sentence 1 or sentence 7 German Banking Act (Gesetz über das Kreditwe-

sen) under the obligation to offer the shares to the shareholders for subscription.

However, the Administrative Board is authorised to exclude the shareholders‘ subscription

rights in the following events:

(a) to compensate fractional amounts if necessary;

(b) to acquire companies, parts thereof or interests in companies or other assets, including

claims, against transfer of shares in appropriate cases;

(c) insofar as, in the event of a capital increase against contribution in cash, the proportion of

the share capital attributable to the new shares for which the subscription right is excluded

does not exceed a total of ten percent of the share capital, both at the time the authorisation


becomes effective and at the time it is exercised, and the issue price of the new shares is

not significantly below the market price of the Company‘s shares with the same terms and

conditions within the meaning of Section 203 (1) and (2), Section 186 (3) sentence 4 AktG;

there shall be counted towards this ten percent limit (i) the proportion of the share capital

attributable to treasury shares, which are sold from the time the authorisation became ef-

fective in direct or analogous application of Section 186 (3) sentence 4 AktG, and (ii) the

proportion of the share capital attributable to shares subject to conversion and/or option

rights or conversion obligations from bonds and other instruments covered by Section 221

AktG, which are issued under exclusion of the subscription rights pursuant to Section 186

(3) sentence 4 AktG.

The proportion of the share capital attributable to the new shares for which the subscription

rights are excluded in accordance with subparagraphs (a) to (c) above may not exceed

twenty percent of the Company‘s share capital, both at the time the authorisation becomes

effective and at the time it is exercised. Shares shall be counted towards this twenty percent

limit (i) which are used as from 15 May 2018 on the basis of the authorisation to use trea-

sury shares pursuant to Sections 71 (1) No. 8 sentence 5, 186 (2) sentence 4 AktG under

the exclusion of subscription rights, i.e. not via a sale on the stock exchange or via an offer

made to all shareholders, or (ii) relating to conversion and/or option rights or conversion ob-

ligations from bonds and other instruments covered by Section 221 AktG which are issued

as of 15 May 2018 under the exclusion of subscription rights.

The Administrative Board also decides on the issue of the new shares, the content of the

share rights and the conditions of the share issue.

The Administrative Board is authorised to adapt the wording of the Articles of Association

to reflect the amount of any capital increase from the authorised capital.”

The Administrative Board has submitted a written report pursuant to Section 203 (2) sentence 2

and Section 186 (4) sentence 2 AktG regarding the reasons for the exclusion of the subscription

rights. The content of the report will be disclosed in this invitation to the Annual General Meeting

following the agenda.


11. Resolution on granting an authorisation to issue convertible bonds, option bonds and/or income bonds and/or profit participation rights (or combinations of these instruments) with the authorisation to exclude subscription rights, on the creation of a conditional capital 2018 as well as on a respective amendment of the Article of Association

In order to enable the Company to capitalise by issuing convertible bonds, option bonds and/or

income bonds and/or profit participation rights (or combinations of these instruments), it is to be

proposed to the Annual General Meeting to resolve on a corresponding authorisation and to create

by a separate resolution a conditional capital 2018 to secure the conversion or subscription rights

or obligations to be issued on the basis of the new authorisation.

The Administrative Board therefore proposes to pass the following resolution:

a) Granting of an Authorisation

The Administrative Board is authorised, until the end of 14 May 2020, to issue convertible bonds,

option bonds and/or income bonds and/or profit participation rights (or combinations of these in-

struments) (together “Bonds”) with or without a maturity limit in the total nominal amount of up to

EUR 200,000,000.00 on one or more occasions in bearer or registered form and to grant the holders

or creditors of Bonds conversion or option rights to subscribe for up to 5,153,022 registered shares

of the Company with a total nominal value of up to EUR 5,153,022.00 in accordance with the terms

and conditions of the Bonds and/or to establish obligations to convert the respective Bonds into

such shares in the terms and conditions of the Bonds.

aa) Currency, Issuing Company

The Bonds may be issued in euros or - limited to the equivalent euro value - in another legal cur-

rency, for example in an OECD country. They may also be issued by a company in which RIB

Software SE directly or indirectly holds a majority interest, either in Germany or abroad (“Group Companies”); in such a case, the Administrative Board is authorised to resolve the acceptance of

the guarantee for the Bonds by RIB Software SE and to grant the holders of the Bonds conversion

or option rights to new registered shares of the Company or to establish corresponding conversion

obligations and to make further declarations required for a successful issue and to take actions.


bb) Subscription Right, Exclusion of Subscription Right

The shareholders are generally entitled to a subscription right to the Bonds. The subscription right

may also be granted indirectly in that the bonds are assumed by one or more banks or companies

equivalent to them pursuant to Section 186 (5) sentence 1 of the German Stock Corporation Act

(Aktiengesetz – AktG) with the obligation to offer them to the shareholders for subscription. If Bonds

are issued by a Group Company, the Company must ensure that the statutory subscription rights

are granted to shareholders of the Company in accordance with the above.

However, the Administrative Board is authorised to exclude shareholders‘ subscription rights to

the Bonds:

(1) for fractional amounts;

(2) to the extent necessary to grant subscription rights to the holders of previously issued conver-

sion or option rights to Company‘ shares or to the creditors of convertible bonds with conver-

sion obligations to the extent to which they would be entitled as shareholders after exercising

these conversion or option rights or after fulfilling the conversion obligations;

(3) if Bonds with conversion and/or option rights or conversion obligations are to be issued against

cash payment and the issue price is not significantly lower than the theoretical market value of

the Bonds with conversion and/or option rights or conversion obligations determined accor-

ding to recognised financial mathematical methods. This authorisation to exclude subscription

rights applies only to the extent that the shares to be issued to service the conversion and

option rights or upon fulfilment of the conversion obligation do not account for a total of more

than 10% of the share capital, either at the time the authorisation becomes effective or at the

time it is exercised (“Maximum Amount”). To be deducted from the Maximum Amount is the

total nominal amount of the share capital accounted for by newly issued shares or previously

acquired treasury shares which are issued or disposed of during the term of this authorisation

under simplified subscription right exclusion in direct or analogous application of Section 186

(3) sentence 4 AktG, as well as the total nominal amount attributable to shares that can or must

be subscribed for on the basis of option and/or conversion rights or obligations that are issued

during the term of this authorisation under exclusion of the subscription right in analogous


application of Section 186 (3) sentence 4 AktG. Furthermore, the issue of Bonds excluding

shareholders‘ subscription rights may only take place in accordance with this authorisation if

the sum of the new shares to be issued on the basis of such Bonds, together with shares that

are issued or transferred by the Company excluding shareholders‘ subscription rights under

another authorisation during the term of this authorisation, or shares that are to be issued on

the basis of a convertible bond, option bond and/or income bond and/or profit participation

right excluding shareholders‘ subscription rights on the basis of the utilisation of another au-

thorisation during the term of this authorisation, does not exceed 20% of the Company‘s share

capital, both at the time the authorisation becomes effective and at the time it is exercised.

If profit participation rights or income bonds without conversion rights, option rights or conversion

obligations are issued, the Administrative Board is authorised to exclude shareholders‘ subscription

rights altogether if these profit participation rights or income bonds have merely obligatory features,

i.e. if they do not establish any membership rights in the Company, do not grant any participation

in the liquidation proceeds and the amount of interest is not calculated on the basis of the amount

of the annual net profit, the balance sheet profit or the dividend. In addition, in this case the interest

rate and the issue price of the profit participation rights or income bonds must correspond to the

current market conditions for comparable borrowings at the time of issue.

cc) Features of Partial Debentures

Bonds may be issued once or several times, in whole or in part and also simultaneously in different

tranches. The individual issues may be divided into partial debentures with equal rights between

them. Section 9 (1) AktG and Section 199 AktG remain unaffected.

(1) Option Bonds

If option bonds are issued, one or more warrants shall be attached to each partial debenture, en-

titling the holder to subscribe to registered shares of the Company in accordance with the option

conditions to be determined by the Administrative Board. However, the total nominal amount of the

registered shares of the Company to be subscribed for per partial debenture may not exceed the

nominal amount of the partial debenture. In addition, the term of the option right may not exceed

the term of the option bond. In addition, provision may be made for any fractional amounts to be

combined and/or settled in cash. The same applies if warrants are attached to a profit participation

right or an income bond.


(2) Convertible Bonds

In the event that convertible bonds are issued, the holders of the partial debenture shall be entitled

to convert them into registered shares of the Company in accordance with the terms and condi-

tions of the convertible bond to be determined by the Administrative Board. The conversion ratio is

calculated by dividing the nominal amount of a partial debenture by the fixed conversion price for

a registered share of the Company. The conversion ratio may also be determined by dividing the

issue price of a Bond which is below the nominal amount by the fixed conversion price for a new

registered share of the Company. The exchange ratio may be rounded up or down to a full number.

Provision may be made for any fractional amounts to be combined and/or settled in cash. The total

nominal amount of the registered shares to be issued upon conversion may not exceed the nominal

amount of the Bond. The terms and conditions of the convertible bonds may also provide for a

conversion obligation at the end of the term or at an earlier date. In the terms and conditions of the

Bond, the Company may be entitled to settle any difference between the nominal amount of the

convertible bond and the product of the conversion price and the conversion ratio in full or in part in

cash. The above provisions apply accordingly if the conversion right or conversion obligation relates

to a profit participation right or an income bond.

(3) Fulfilment Options

The terms and conditions of the convertible bonds or option bonds may provide for the right of the

Company to grant the creditors of the Bonds, in whole or in part, new shares or treasury shares of

the Company instead of payment of a due amount of money. The shares will each be credited in ac-

cordance with the bond conditions at a value corresponding to the volume-weighted average mar-

ket price of shares of the same class of the Company in Xetra trading (or in a functionally compara-

ble successor system replacing the Xetra system) on the Frankfurt Stock Exchange on the last ten

trading days prior to the declaration of conversion or exercise of options, rounded up to full cents.

The terms and conditions of the convertible bonds and option bonds may also stipulate that the

Company shall not grant the holders of conversion or option rights Company‘s shares but shall pay

in cash the equivalent value of the otherwise deliverable shares. The equivalent value per share

corresponds to the volume-weighted average price rounded up to full cents of the stock exchange

prices of shares of the same class of the Company in Xetra trading (or in a functionally comparable

successor system replacing the Xetra system) on the Frankfurt Stock Exchange on the last ten tra-

ding days prior to the declaration of conversion or exercise of the option.


dd) Option or Conversion Price

In the event of the issue of Bonds which grant or determine a conversion right, a conversion obli-

gation and/or an option right, the respective option or conversion price to be determined must be

fixed – even in the case of a variable exchange ratio or a variable conversion price – either (i) at least

80% of the volume-weighted average of the stock exchange prices of shares of the Company of the

same class in Xetra trading (or in a functionally comparable successor system replacing the Xetra

system) on the Frankfurt Stock Exchange on the ten trading days prior to the date of the resolution

by the Administrative Board on the issue of the options bonds or convertible bonds or (ii) – in the

event that subscription rights are granted – at least 80% of the volume-weighted average of the

stock market prices of shares of the Company of the same class in Xetra trading (or in a functionally

comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange in the

period from the beginning of the subscription period until the third day prior to the announcement

of the final conditions pursuant to Section 186 (2) sentence 2 AktG (inclusive).

Section 9 (1) AktG and Section 199 AktG remain unaffected.

ee) Dilution Protection

The authorisation also includes the possibility of granting protection against dilution or making ad-

justments in certain cases in accordance with the more detailed provisions of the respective bond

conditions. This may be provided for in particular if the Company increases its share capital during

the conversion or option period by granting subscription rights to its shareholders or issues further

convertible bonds or option bonds, or grants or guarantees conversion or option rights and does

not grant the holders of existing conversion or option rights subscription rights for this purpose,

as they would be entitled to as shareholders after exercising their conversion or option rights or

fulfilling their conversion obligations, or if the share capital is increased by a capital increase from

company funds. In such cases, the terms and conditions of the convertible bonds or option bonds

can ensure that the economic value of the existing conversion or option rights remains unaffected

by adjusting the conversion or option rights to preserve their value, unless the adjustment is already

mandatory by law. The value-preserving adjustment can be made in particular by granting subscrip-

tion rights, by changing or granting cash components or by changing the conversion/option price.

The above applies accordingly in the event of a capital reduction or other capital measures, share

splits, restructuring, acquisition of control by third parties, dividend payments or other comparable


measures that could lead to a dilution of the value of the shares. Section 9 (1) AktG and Section 199

AktG remain unaffected. In any case, the total nominal amount of the shares to be subscribed for

per bond may not exceed the nominal amount per bond or a lower issue price.

ff) Authorisation to Determine Further Details

The Administrative Board is authorised to determine the further details of the issue and features of

the Bonds, in particular interest rate, type of interest, issue price, term, denomination, dilution protec-

tion provisions, restructuring possibilities, option or conversion price and option or conversion period

as well as currency and conversion modalities. If the Bonds are issued by Group Companies, the

Administrative Board must also reach an agreement with the governing bodies of the Group Com-

panies issuing the Bonds. Section 9 (1) AktG and Section 199 AktG remain unaffected in each case.

b) Conditional Capital 2018

The share capital is conditionally increased by up to EUR 5,153,022.00 by issuing up to 5,153,022

new registered shares with a nominal value of EUR 1.00 each (“Conditional Capital 2018”). The

conditional capital increase serves to grant registered shares to the holders or creditors of conver-

tible bonds, option bonds and/or income bonds and/or profit participation rights (or combinations

of these instruments), which were issued by the Company or a company in which RIB Software

SE directly or indirectly holds a majority interest, either in Germany or abroad, on the basis of the

authorisation resolved by the Annual General Meeting on 15 May 2018 and grant a conversion or

option right to subscribe to registered shares of the Company or determine a conversion obligation.

The new registered shares may only be issued from Conditional Capital 2018 at a conversion or op-

tion price that corresponds to the requirements of the authorisation resolved by the Annual General

Meeting on 15 May 2018 under agenda item 11.

The conditional capital increase is only to be implemented to the extent that option or conversion

rights are exercised, that the holders or creditors with a conversion obligation fulfil their conversion

obligations or that shares are tendered on the basis of the Company‘s powers of replacement, unless

own shares or new shares from the utilisation of an Authorised Capital are used for servicing. The

new registered shares shall participate in profits from the beginning of the financial year in which they

are created by the exercise of option or conversion rights or by the fulfilment of conversion obliga-


tions or the exercise of tender rights. The Administrative Board is authorised to determine the further

details of the implementation of the conditional capital increase.

c) Amendment of the Articles of Association

The following Article 4 (6) shall be added to the Articles of Association:

“(6) The share capital is conditionally increased by up to EUR 5,153,022.00 by issuing up to

5,153,022 new registered shares with a nominal value of EUR 1.00 each (“Conditional Capital

2018”). The conditional capital increase serves to grant registered shares to the holders or cre-

ditors of convertible bonds and/or option bonds, profit participation rights and/or income bonds

(or combinations of these instruments), which were issued by the Company or a company in

which RIB Software SE directly or indirectly holds a majority interest, either in Germany or ab-

road, on the basis of the authorisation resolved by the Annual General Meeting on 15 May 2018

under agenda item 11 and grant or establish a conversion or option right or a conversion obli-

gation into or to new registered shares of the Company. The conditional capital increase is only

to be implemented to the extent that option or conversion rights are exercised, that the holders

or creditors with a conversion obligation fulfil their conversion obligations or that shares are ten-

dered on the basis of the Company‘s powers of replacement, unless own shares or new shares

from the utilisation of an Authorised Capital are used for servicing. The new registered shares

shall participate in profits from the beginning of the financial year in which they are created by

the exercise of option or conversion rights or by the fulfilment of conversion obligations or the

exercise of tender rights. The Administrative Board is authorised to determine the further details

of the implementation of the conditional capital increase.”

In accordance with Sections 221 (4) Sentence 2, 186 (4) Sentence 2 AktG, the Administrative Board

submitted a written report on the reasons for the exclusion of the subscription right. The contents

of this report will be published in this invitation to the Annual General Meeting following the agenda.

***

Report of the Administrative Board regarding agenda item 9 pursuant to Sections 71 (1) No. 8 sentence 5, 186 (4) sentence 2 of the German Stock Corporation Act (Aktiengesetz – AktG)

The authorisation proposed under agenda item 9 is intended to enable the Company to acquire

and use treasury shares amounting to up to 10% of the Company‘s share capital by 14 May 2023.

The authorisation previously granted by the Annual General Meeting on 30 May 2017 was revoked.


Acquisition via the stock exchange or by means of a public purchase offer takes account of the

principle of equal treatment of shareholders. If the Company acquires its own shares via a public

purchase offer, each shareholder willing to sell may decide how many shares and – if a purchase

price range is determined – at what price it wishes to sell them to the Company. If the number of

shares offered exceeds the number of shares demanded by the Company, the proposed authori-

sation should make it possible for the shares offered to be acquired in proportion to the number of

shares tendered (tender quotas). The acquisition process can only be technically carried out within

an economically reasonable framework if, in principle, acquisitions are made on the basis of tender

quotas rather than participation quotas. The authorisation to give priority to quantities of up to 50

units is also intended to facilitate technical processing, since it avoids fractional amounts when

setting quotas and small residual stocks. The Administrative Board considers an exclusion of any

further shareholders‘ right to tender, if any, in this context to be objectively justified and appropriate,

also taking into account the interests of the shareholders.

The treasury shares acquired by the Company may be sold via the stock exchange or by means of

an offer addressed to all shareholders. In this way, the principle of equal treatment of shareholders

is also respected when selling the shares. The Administrative Board should, however, be able to

exclude shareholders‘ subscription rights to treasury shares in certain cases.

The subscription right of shareholders with regard to treasury shares shall be excluded if treasury

shares are offered and sold in the course of a merger with companies or as part of the acquisition

of companies, parts of companies, participations in companies or other non-cash contributions.

International competition and the globalisation of the economy often require consideration in the

form of shares for mergers and acquisitions of companies, parts of companies, shareholdings in

companies or other non-cash contributions. The authorisation proposed here is intended to give the

Company the necessary flexibility to be able to quickly and flexibly exploit opportunities that arise.

The authorisation to exclude shareholders‘ subscription rights is appropriate in this respect and is

in the interest of the Company.

Furthermore, the Administrative Board shall be authorised to sell the acquired treasury shares under

the exclusion of the subscription right of shareholders also outside the stock exchange and without

an offer addressed to all shareholders if the sale price does not materially fall short of the stock

exchange price at the time when the obligation to sell is entered into. This authorisation serves the

Company‘s interest in selling treasury shares to institutional investors in Germany and abroad, for

example, and thus specifically addressing certain groups of investors. In addition, the Company is

enabled to react quickly to favourable stock market situations. This authorisation makes use of the

possibility of the simplified exclusion of subscription rights in accordance with Section 71 (1) No.


8 sentence 5 No. 2 of the German Stock Corporation Act (Aktiengesetz – AktG) in conjunction with

Section 186 (3) sentence 4 AktG. The shareholders‘ asset interests are safeguarded by the fact that

the sale price may not be significantly lower than the stock exchange price. The final determination

of the sale price for treasury shares is made shortly before the sale in order to keep any discount

from the stock exchange price as low as possible. The participation interests of the shareholders are

safeguarded by the fact that the authorisation based on Section 186 (3) sentence 4 AktG is limited

to a maximum of 10% of the Company‘s respective share capital and that the share of the share

capital attributable to shares issued during the term of this authorisation on the basis of another

authorisation with simplified exclusion of shareholders‘ subscription rights is counted towards this

amount. In addition, shareholders can maintain their shareholding on essentially the same terms

and conditions by means of purchases on the stock exchange.

Moreover, the Company shall be able to service subscription rights issued by the Company to its

management, its executives and employees, as well as the executives and employees of its affi-

liated companies on the basis of the Stock Option Program 2015 adopted by the Annual General

Meeting under agenda item 8 on 10 June 2015 with own shares of the Company. The authorisation

to use treasury shares to service subscription rights under the Stock Option Program 2015 increa-

ses the Company‘s flexibility. With regard to the terms and conditions of the Stock Option Program

2015, reference is made to agenda item 8 of the invitation to the Annual General Meeting on 10

June 2015.

Finally, the Company‘s own shares acquired on the basis of this authorisation may be redeemed

(einziehen) in whole or in part without further resolution of the General Meeting. This does not entail

an exclusion of shareholders‘ subscription rights. Insofar as the shares are sold by means of an offer

addressed to all shareholders, the Administrative Board shall be authorised to exclude sharehol-

ders‘ subscription rights to own shares for fractional amounts. This is necessary in order to be able

to conduct the sale of own shares by way of an offer directed to all shareholders without technical

problems. The treasury shares, which are exempted from the shareholders‘ subscription rights as

fractional shares, are either sold on the stock exchange or otherwise disposed of in the best pos-

sible way for the Company. This does not significantly impair shareholders‘ rights.

The Administrative Board will carefully examine in each case, whether the exclusion of subscrip-

tion rights is in the interest of the Company, also taking into account the interests of the existing

shareholders.


The authorisations to sell treasury shares described above shall also apply to the treasury shares

already held by the Company.

The Administrative Board will report about each utilisation of the authorisation granted under agen-

da item 9 in the following General Meeting.

Report of the Administrative Board regarding agenda item 10 pursuant to Sections 203 (2) sentence 2, 186 (4) sentence 2 of the German Stock Corporation Act (Aktiengesetz – AktG)

Under agenda item 10 it is proposed to authorise the Administration Board to increase the Compa-

ny‘s share capital until 14 May 2023, once or several times by up to a total of EUR 13,670,219.00

by issuing up to 13,670,219 new registered shares in the nominal amount of EUR 1.00 per share

against contribution in cash or in kind (“Authorised Capital 2018”). The authorisation corresponds

to the amount of the existing authorisation of the Administration Board. The renewal of the authori-

sation therefore serves exclusively to enable the Administration Board to flexibly exclude the sub-

scription right in accordance with Sections 203 (1) and (2), 186 (3) sentence 4 AktG also in the future.

With the requested authorisation regarding the creation of a new authorised capital, the Adminis-

trative Board will have a flexible instrument for structuring corporate finance. The purpose of the

proposed authorised capital is to enable the Administrative Board to continue to raise the capital

required for the further development of the Company in the capital markets at short notice by is-

suing new shares against cash contributions and thus to use any favourable market conditions to

cover future financing requirements without delay. In addition, the Administrative Board shall be

enabled to seize acquisition opportunities that arise on the market for a capital increase through

contributions in kind.

The requested authorisation envisages the possibility to exclude the shareholders‘ subscription

rights. The Administrative Board hereby submits its written report regarding the reasons of the

exclusion of the subscription rights.

The Administrative Board shall be authorised to exclude shareholders‘ subscription rights for any

fractional amounts. The authorisation to exclude subscription rights for fractional amounts opens

up the possibility of determining simple and practicable subscription ratios for a capital increase.

Fractional amounts arise if, as a result of the subscription ratio or the amount of the capital increase,

not all new shares can be distributed evenly among the shareholders according to their participati-

on in the previous share capital. The fractional amounts are of minor significance in relation to the


total capital increase. The impairment of shareholders by excluding subscription rights for fractional

amounts is therefore negligible in relation to the procedural advantages. A possible dilution effect

due to the offsetting of fractional amounts is hardly noticeable.

Furthermore, the Administrative Board shall be enabled to acquire companies, parts of companies

or participations in companies or other assets (including receivables) from third parties against the

issue of shares. This option to issue shares significantly increases the room for manoeuvre for the

Administrative Board to act competitively, since the consideration to be paid is sometimes provided

in the form of the purchaser‘s shares, particularly in the case of the acquisition of companies and

equity interests. Particularly in the case of larger corporate units, the Company would in many cases

not be able to provide the consideration in cash without making excessive use of the Company‘s

liquidity. In order to enable such transactions in the interest of the Company‘s growth strategy to

continue in the future, it is necessary to use authorised capital with the possibility of excluding

subscription rights. If new shares shall be issued in return for the acquisition of companies, parts of

companies, equity interests in companies or other assets (including receivables), the issue of shares

from a capital increase can only take place under exclusion of the subscription rights of existing

shareholders. Since such acquisitions are usually made at short notice, they generally cannot be

resolved by the Annual General Meeting of the Company, which only takes place once a year; even

in such cases, due to the legal deadlines, there is usually no time for convening an extraordinary

General Meeting. In such cases, the Administrative Board should therefore be authorised to exclude

subscription rights in order to be able to quickly and easily create new shares for this purpose. The

requested authorisation is purely a precautionary measure. Currently, there are no concrete plans to

make use of this authorisation.

Finally, pursuant to Sections 203 (1) and (2), 186 (3) sentence 4 of the German Stock Corporation Act

(Aktiengesetz – AktG), the exclusion of subscription rights shall also be permissible if the proportion

of the share capital attributable to the new shares for which subscription rights are excluded does

not exceed ten percent of the share capital either at the time the authorisation becomes effective or

at the time it is exercised, and if the issue price of the new shares does not significantly fall below

the stock market price. This should enable the Administrative Board to take advantage of favourable

stock market conditions at short notice and thus achieve the greatest possible strengthening of the

Company‘s equity capital. Experience has shown that the exclusion of subscription rights leads

to a higher inflow of funds than a comparable capital increase with subscription rights due to the

significantly faster possibility of action. In addition, new groups of investors can also be won with


such a placement under exclusion of subscription rights. The limitation to ten percent of the share

capital means that the dilutive effect on shareholders excluded from subscription rights is kept to a

minimum. Due to the limited scope of the capital increase, the shareholders concerned also have

the opportunity to maintain their shareholding quota by means of a purchase on the stock exchange

and thus under fair market conditions. The financial interests of the shareholders are safeguarded

by the fact that, on the basis of this authorisation, the shares may only be issued at a price that is

not significantly lower than the stock exchange price of the Company‘s already listed shares with

the same features. In any case, the Administrative Board will also determine the value of the shares

exclusively in the interest of the Company and its shareholders. There shall be counted towards this

ten percent limit (i) the proportion of the share capital attributable to treasury shares, which are sold

as from the time the authorisation became effective in direct or analogous application of Section

186 (3) sentence 4 AktG, and (ii) the proportion of the share capital attributable to shares subject

to conversion and/or option rights or conversion obligations from bonds and other instruments co-

vered by Section 221 AktG, which are issued under exclusion of the subscription rights pursuant to

Section 186 (3) sentence 4 AktG. This crediting rule ensures that the statutory valuation of Section

186 (3) sentence 4 AktG is also taken into account if measures are taken which economically corre-

spond to a cash capital increase through utilisation of authorised capital.

In addition, with regard to all options for excluding subscription rights, it is provided that the pro-

portion of the share capital attributable to the new shares for which subscription rights are excluded

may not exceed a total of twenty percent of the share capital, both at the time the authorisation

becomes effective and at the time it is exercised. This counteracts an excessive dilution of the exis-

ting shareholders‘ shareholdings. Shares shall be counted towards this twenty percent limit (i) which

are used as from 15 May 2018 on the basis of the authorisation to use treasury shares pursuant to

Sections 71 (1) No. 8 sentence 5, 186 (2) sentence 4 AktG under the exclusion of subscription rights,

i.e. not via a sale on the stock exchange or via an offer made to all shareholders, or (ii) relating to

conversion and/or option rights or conversion obligations from bonds and other instruments cover-

ed by Section 221 AktG which are issued as of 15 May 2018 under the exclusion of subscription

rights. This crediting prevents the possible dilution of the shareholders from cumulating the authori-

sed capital under exclusion of subscription rights and the use of own shares or the issue of bonds

and other instruments with conversion rights and/or conversion obligations covered by Section

221 AktG. This crediting is appropriate, as the use of own shares and the issue of bonds and other

instruments with conversion and/or option rights or conversion obligations covered by Section 221

AktG have a similar effect as a capital increase.


In each individual case, the Administrative Board will carefully examine whether it intends to make

use of the authorisation and will only do so if, in its opinion, it is in the well-understood interest of

the Company and thus of its shareholders and is proportionate. If the authorisation to exclude sub-

scription rights is exercised, the Administrative Board will report to the next General Meeting on the

relevant reasons for the exclusion of subscription rights.

Report of the Administrative Board regarding agenda item 11 on the exclusion of subscription rights pursuant to Sections 186 (3) sentence 4, 221 (4) sentence 2 in conjunction with Section 186 (4) sentence 2 of the German Stock Corporation Act (Aktiengesetz – AktG)

The proposed resolution under agenda item 11 provides for the authorisation of the Administrative

Board to issue bearer or registered convertible bonds, option bonds and/or income bonds and/or

profit participation rights (or combinations of these instruments) (together “Bonds”) on one or more

occasions until the end of 14 May 2020 with or without a maturity limit in the total nominal amount

of up to EUR 200,000,000.00. Conversion or option rights to subscribe for registered shares of the

Company with a nominal value of EUR 1.00 each (i.e. with a total nominal amount of up to EUR

5,153,022.00) may be granted to the holders or creditors of Bonds in accordance with the conver-

sion or option conditions and corresponding conversion obligations can be agreed with the holders

or creditors of Bonds.

The issue of Bonds of the aforementioned type offers the Company the opportunity to take advan-

tage of attractive financing alternatives on the capital market, depending on the market situation,

in addition to the other options for raising debt and equity. In particular, the authorisation to issue

profit-dependent or profit-oriented instruments such as profit participation rights and income bonds

makes it possible to strengthen the Company‘s financial resources by issuing so-called hybrid fi-

nancing instruments and thereby contribute to securing the financial conditions for future business

development.

The issue of Bonds enables raising debt capital, which can be classified as equity or quasi-equity

both for rating purposes and for accounting purposes, depending on the structure of the bond

conditions. The conversion and option premiums achieved and the recognition of equity capital

benefit the Company‘s capital base. The further possibility provided for, in addition to the granting of

conversion and/or option rights, to establish conversion obligations and/or the combination of con-

vertible bonds, option bonds, profit participation rights and/or income bonds, extends the scope

for the structuring of these financing instruments. The authorisation also enables the Company to

place the Bonds itself or through its direct or indirect domestic or foreign majority holding compa-


nies. Bonds may be issued in currencies other than the euro, such as the legal currency of an OECD

country, with or without a maturity limit.

In the case of Bonds that grant a conversion or option right, the terms and conditions of the Bonds

may provide, in order to increase flexibility, that the Company will not grant registered shares of the

Company to a holder of conversion or option rights, but will pay the equivalent value in cash.

For Bonds that grant a conversion or option right or determine a conversion obligation, the authori-

sation proposes a minimum amount of 80% of the share price for determining the conversion or op-

tion price. The starting point here is the stock exchange price of the Company‘s share in connection

with the placement of the Bond. Unless an adjustment is already mandatory by law, the conversion

or option rights may, without prejudice to Section 9 (1) AktG, be adjusted to preserve their value if

the economic value of the existing conversion or option rights (e.g. through a capital increase) is

diluted during the term of the Bond and no subscription rights are granted to compensate for this.

The shareholders are generally to be granted a subscription right. However, it should be possible to

exclude the subscription right under the following conditions:

– The Administrative Board shall be authorised to exclude fractional amounts from the subscription

right. Such fractional amounts may result from the amount of the respective issue volume and the

necessity to present a practicable subscription ratio. In these cases, the exclusion of subscription

rights facilitates the settlement of the issue. The free fractional amounts excluded from sharehol-

ders‘ subscription rights will be realised either by sale on the stock exchange or in another way in

the best possible way for the Company.

– Furthermore, the Administrative Board is to be given the opportunity to exclude shareholders‘

subscription rights in order to grant the holders or creditors of conversion and/or option rights

or convertible bonds with conversion obligations subscription rights to the extent to which they

would be entitled after exercising their conversion or option rights or after fulfilling their conver-

sion obligations. The option and conversion conditions generally contain provisions designed to

protect the holders or creditors of option or conversion rights from dilution. This makes it easier to

place these financing instruments on the market. A subscription right of holders of existing option

or conversion rights offers the possibility of preventing the option or conversion price for holders

of existing option or conversion rights having to be reduced if the authorisation is exercised. This


enables a higher issue price of the registered shares to be issued upon exercise of the option

or conversion. As this facilitates the placement of the issue, the exclusion of subscription rights

serves the shareholders‘ interest in an optimal financial structure of their company.

– If Bonds with conversion or option rights or conversion obligations are to be issued, the Admi-

nistrative Board shall be authorised to exclude the subscription right in analogous application

of Section 186 (3) sentence 4 AktG, insofar as the Bonds are issued against cash payment and

the shares to be issued upon exercise of the conversion or option rights and the fulfilment of

the conversion obligations do not exceed a total of 10% of the share capital, either at the time

the authorisation becomes effective or at the time it is exercised. This maximum limit for the

simplified exclusion of subscription rights is reduced by the total nominal amount of the shares

that were issued or sold during the term of the authorisation under exclusion of the subscription

right in direct or analogous application of Section 186 (3) sentence 4 AktG or are to be issued

on the basis of convertible bonds or option bonds issued during the term of the authorisation,

when the subscription right was excluded in accordance with Section 186 (3) sentence 4 AktG.

The offsetting provision also ensures in this authorisation that no Bonds are issued on the basis

of this authorisation under the exclusion of subscription rights, to the extent that this would result

in the exclusion of shareholders‘ subscription rights to new or treasury shares of more than 10%

of the currently outstanding shares, taking into account capital increases or certain placements

of treasury shares in direct or analogous application of Section 186 (3) sentence 4 AktG. Further-

more, with regard to all possibilities for the exclusion of the subscription right, it is provided that

the proportion of the share capital attributable to the new shares for which the subscription right

is excluded may not exceed a total of 20% of the Company‘s share capital both at the time the

authorisation becomes effective and at the time it is exercised.

In the event of an exclusion of subscription rights, the issue price of the Bond may not be set sig-

nificantly below its market value in analogous application of Section 186 (3) sentence 4 AktG. This

takes account of shareholders‘ need to protect themselves against dilution of their shareholdings.

In order to ensure compliance with this requirement for the issue of Bonds, the theoretical market

value of the Bonds with conversion or option rights or conversion obligations is determined using

recognised financial mathematical methods. The issue price to be fixed may not be significant-

ly lower than this market value. In this case, shareholders will be protected from dilution of their

shareholdings and shareholders will not suffer any economic disadvantage through an exclusion of

subscription rights because the value of a subscription right would practically fall to zero.


If profit participation rights or income bonds without conversion rights, option rights or conversion

obligations are to be issued, the Administrative Board is authorised to exclude shareholders‘ sub-

scription rights altogether if these profit participation rights or income bonds have merely obligatory

features, i.e. if they do not establish any membership rights in the Company, do not grant any parti-

cipation in the liquidation proceeds and the amount of interest is not calculated on the basis of the

amount of the annual net profit, the balance sheet profit or the dividend. In addition, it is necessary

that the interest rate and the issue price of the profit participation rights or income bonds correspond

to current market conditions at the time of issue. If the above conditions are met, the exclusion of

subscription rights will not result in any disadvantages for shareholders, as the profit participation

rights or income bonds do not establish any membership rights or grant any share in the liquidation

proceeds or profits of the Company. On the one hand, it can be provided that the interest depends

on the existence of a net profit for the year, a balance sheet profit or a dividend. On the other

hand, a provision would be inadmissible according to which a higher net income, a higher balance

sheet profit or a higher dividend would lead to a higher interest rate. Accordingly, the issue of profit

participation rights or income bonds does not change or dilute the voting rights or the participa-

tion of shareholders in the Company or its profits. Finally, the issue conditions in line with market

conditions, which are binding for this case of exclusion of subscription rights, would not result in a

significant subscription right value.

The above possibilities of excluding subscription rights give the Company the flexibility to take

advantage of favourable capital market situations at short notice and enable the Company to take

advantage of a low interest rate level or favourable demand situation flexibly and at short notice for

an issue. The decisive factor here is that, in contrast to an issue of bonds with subscription rights,

the issue price can only be fixed immediately before the placement, which avoids a considerable

risk of price changes for the period of a subscription period and maximises the issue proceeds in the

interest of all shareholders. In addition, the elimination of the lead time associated with the subscrip-

tion right results in further advantages in terms of both the costs of raising funds and the placement

risk. With a placement without subscription rights, the otherwise required safety margin as well as

the placement risk can be reduced and the raising of funds for the benefit of the company and its

shareholders can be correspondingly reduced in price.

If the proposed authorisations are exercised, the Administrative Board will report on this at the An-

nual General Meeting following the exercise.

The Conditional Capital 2018 proposed for resolution under agenda item 11 lit. b) and the corres-

ponding amendment to the Articles of Association proposed under agenda item 11 lit. c) are inten-


ded to enable the Company to issue to the holders or creditors of Bonds issued on the basis of the

authorisation proposed under item 11 a) of the agenda the number of new shares owed upon exer-

cise of the conversion or option right and upon fulfilment of the conversion obligation. Alternatively,

treasury shares can also be used for servicing within the scope of legal limits.

***

Further convocation information

Total number of Shares and Voting Rights

At the time of the convocation of this Annual General Meeting, the share capital of the Company is

divided into 51,530,222 registered shares with a nominal value of EUR 1.00 per share. Each share

generally grants one vote at the Annual General Meeting. At the time of the convocation of this

Annual General Meeting, therefore, 51,530,222 voting rights exist in principle. This total amount

also includes 1,174,140 treasury shares held by the Company at the time of the convocation to this

Annual General Meeting, which do not grant any voting rights.

Requirements for the participation in the Annual General Meeting and the exercise of voting rights

Only those shareholders who are entered in the Company‘s share register on the day of the Annual

General Meeting and who have registered in good time are entitled to participate in the Annual Ge-

neral Meeting and to exercise their voting rights. The registration must reach the Company at least

six days prior to the Annual General Meeting, i.e. by 8 May 2018 (midnight), in text form in either

German or English language at the following address:

RIB Software SEc/o FAE Management GmbHOskar-Then-Straße 763773 GoldbachTelefax: +49 (0) 6021 589735E-mail: [email protected]


The registration status of the share register on the day of the Annual General Meeting is decisive for

the right to participate and for the number of voting rights to which a shareholder is entitled at the

Annual General Meeting. Please note that, for technical processing reasons, reclassifications in the

share register will only be made if they have been registered with the Company at least six days prior

to the Annual General Meeting, i.e. by 8 May 2018 (midnight).

The shares will not be barred or blocked by a registration for the Annual General Meeting; sharehol-

ders can therefore freely dispose of their shares even after registration to the Annual General Meeting.

Procedure for voting by proxy

Shareholders may have their voting rights exercised by a proxy, for example a credit institution or

a shareholders‘ association. If a shareholder authorises more than one person, the Company may

reject one or more of them. The granting of a proxy, its revocation and the proof of authorisation

towards the Company require text form. If a credit institution, an equivalent institution or company

according to Section 135 (10) of the German Stock Corporation Act (Aktiengesetz – AktG) in con-

junction with Section 125 (5) AktG, a shareholders‘ association or a person within the meaning of

Section 135 (8) AktG is authorised, there may be differing provisions which must be requested from

the same.

As a service, we offer our shareholders the opportunity to authorise a proxy nominated by the

Company to exercise their voting rights at the Annual General Meeting. The proxy nominated by the

Company must be authorised and instructed in text form and has the right to grant subauthorisati-

on. He/She is obliged to exercise the voting rights exclusively in accordance with the shareholder‘s

instructions. To the extent that no express or a contradictory or unclear instruction has been issued,

the proxy nominated by the Company will abstain from voting on the respective agenda item.

A proxy form will be sent to shareholders with the admission ticket after registration for the Annual

General Meeting. The power of attorney and instructions form for the proxy nominated by the Com-

pany is available on the Company‘s website at:

http://group.rib-software.com/en/investor-relations/annual-general-meeting/2018/.


Evidence of the appointment of a proxy and the power of attorney to exercise voting rights, to-

gether with instructions for the proxy nominated by the Company, may be submitted by one of the

following methods:

RIB Software SEVaihinger Straße 15170567 StuttgartFax: +49 (0) 711 7873-311E-mail: [email protected]

If not issued in the Annual General Meeting, authorisations and instructions to the proxy nominated

by the Company to exercise voting rights must be received by the Company no later than 14 May

2018 (noon).

Instructions to the proxy nominated by the Company under agenda item 2 (Resolution on the appro-

priation of profits) shall remain valid even if the proposed appropriation of profits is amended as a

result of a change in the number of shares entitled to dividends.

In the event that a power of attorney is granted, timely registration in accordance with the above

provisions is also required. Subject to the aforementioned time-limited option of granting a power

of attorney to the proxy nominated by the Company, this does not preclude the granting of power

of attorney after registration.

Shareholders‘ rights according to Art. 56 sentence 2 and sentence 3 SE Regulation, Section 50 (2) SEAG, Sections 122 (2), 126 (1), 127, 131 (1) of the German Stock Corporation Act (Ak-tiengesetz – AktG)

Supplements to the agenda at the request of a minority pursuant to Art. 56 sentence 2 and sentence

3 SE Regulation, Section 50 (2) SEAG, Section 122 (2) AktG

In accordance with Art. 56 sentence 2 and sentence 3 SE Regulation, Section 50 (2) SEAG, which

corresponds in substance to Section 122 (2) sentence 1 AktG, shareholders whose shares together

reach a nominal amount of EUR 500,000 (corresponds to 500,000 shares) may request that items

be placed on the agenda and announced. Each new item must be accompanied by a statement of

reasons or a draft resolution.

Requests for supplements must be addressed to the Administrative Board in writing and must be

received by the Company at least 30 days prior to the Annual General Meeting; the date of receipt

and the day of the Annual General Meeting are not counted. The last possible receipt date is 14 April

2018 (midnight). Requests for supplements received at a later date will not be taken into account.

Pursuant to Section 50 (2) SEAG, a three-months pre-ownership period of shares prior to the day of

the Annual General Meeting within the meaning of Section 122 (2) sentence 1 AktG in conjunction


with Sections 122 (1) sentence 3, 142 (2) sentence 2 AktG is not a prerequisite for a request to sup-

plement the agenda for a General Meeting of an SE.

Please send any requests for additions to the following address:

RIB Software SEThe Administrative BoardVaihinger Straße 15170567 Stuttgart

Motions and election proposals by shareholders pursuant to Sections 126 (1), 127 AktG

Shareholders may submit counter-motions to the proposals of the Administrative Board on a spe-

cific agenda item and submit proposals for the election of members of the Administrative Board or

auditors.

Counter-motions and election proposals that have to be made accessible and are received by the

Company at least 14 days prior to the Annual General Meeting, whereby the day of receipt and the

day of the Annual General Meeting will not be counted, i.e. at the latest by 30 April 2018 (midnight),

will be made accessible to the other shareholders, including the name of the shareholder and the

reasons, on the internet at

http://group.rib-software.com/en/investor-relations/annual-general-meeting/2018/

without undue delay. Any statements by the Administrative Board will also be published there.

In contrast to election proposals, counter-motions will only be made accessible if they are accom-

panied by a statement of reasons.

Any counter-motions and election proposals to be made accessible are to be submitted exclusively

to the following address:

RIB Software SEAttn. Dina Schmid Vaihinger Straße 15170567 StuttgartFax: +49 (0) 711 7873-311E-mail: [email protected]

Counter-motions and election proposals sent to a different address will not be considered.


Shareholders‘ information right pursuant to Section 131 (1) AktG

Pursuant to Section 131 (1) AktG, each shareholder is entitled to request information from the Admi-

nistrative Board during the Annual General Meeting concerning the Company’s affairs to the extent

it is required for the proper evaluation of an item of the agenda. The duty to provide information

also extends to the Company‘s legal and business relations with affiliated companies as well as

to the position of the group and the companies included in the consolidated financial statements.

Requests for information must generally be made orally at the Annual General Meeting in the course

of the discussion.

Further explanations to the shareholders‘ rights pursuant to Art. 56 sentence 2 and sentence 3 SE

Regulation, Section 50 (2) SEAG, Sections 122 (2), 126 (1), 127, 131 (1) AktG are available on the

Company‘s website at

http://group.rib-software.com/en/investor-relations/annual-general-meeting/2018/.

Documentation for the Annual General Meeting and information pursuant to Section 124a AktG

The documentation to be made accessible to the Annual General Meeting and further information

pursuant to Section 124a AktG will be published on the Company’s website at

http://group.rib-software.com/en/investor-relations/annual-general-meeting/2018/

shortly after the convocation of the Annual General Meeting.

The documentation to be made accessible is also available for inspection by the shareholders at the

premises of the RIB Software SE, Vaihinger Straße 151, 70567 Stuttgart, and at the Annual General

Meeting itself. Upon request, each shareholder will be given copies of the mentioned documentati-

on without undue delay and free of charge.

Stuttgart, April 2018

RIB Software SEThe Administrative Board


DIRECTIONS

FILharmonie Filderstadt

Tübinger Straße 40

70794 Filderstadt

www.filharmoniefilderstadt.de

Approach with public transportation from Stuttgart main station + airport:

Starting from Stuttgart main station: Take the suburban train S2 (direction Filder-

stadt) and get off the S2 at the stop “Bernhausen/Bahnhof”. Departing from Stutt-

gart airport please also take the S2 (direction Filderstadt) to “Bernhausen/Bahnhof”.

From here you can have a short walk South West via Tübinger Straße until you reach FILharmonie

Filderstadt or go by bus (Line 37, direction Plattenhardt) until you reach “Bernhausen Filharmonie”.

Exit Exit

Trade Fair

Airport

Exit

Exit

Exit

RIB Software SE

Investor Relations Vaihinger Straße 151 70567 Stuttgart

Phone: +49 711 7873-191 Fax: +49 711 7873-311

E-Mail: [email protected] Internet: group.rib-software.com

Documents

Invitation to the Annual General Meeting on 15 May 2018 · 2019. 6. 26. · ANNUAL GENERAL MEETING 2018 RIB SOFTWARE SE 3 Dear Shareholders, We hereby invite our shareholders to the