NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

18 January 2018

RECOMMENDED CASH OFFER

for

SQS SOFTWARE QUALITY SYSTEMS AG

by

ASSYSTEM SERVICES DEUTSCHLAND GmbH

(formerly Weilchensee 884. V V GmbH)

Offer Update - Options Condition Satisfied

On 15 December 2017, Assystem Services Deutschland GmbH ("Bidco") and SQS Software Quality Systems AG ("SQS"), announced that they had reached agreement on the terms of a recommended all cash offer by Bidco for the entire issued and to be issued share capital of SQS (the "Offer"). The full terms and conditions of the Offer are set out in the offer document which was published on 18 December 2017 (the "Offer Document").

Stock Option Proposals

The Offer is subject, amongst other things, to the condition set out in paragraph 1.1.2 of Part A of Appendix II to the Offer Document relating to the Stock Option Proposals.

As at 16 January 2018, Bidco had received valid acceptances of the Stock Option Proposals in respect of 1,571,510 outstanding SQS Stock Options representing, in aggregate, 97.1 per cent. of all outstanding SQS Stock Options. As the total number of outstanding SQS Stock Options represents, in aggregate, less than 5 per cent. of the nominal capital of the SQS Shares and of the voting rights normally exercisable at a general meeting of SQS,  Bidco is pleased to announce that the condition set out in paragraph 1.1.2 of Part A of Appendix II to the Offer Document relating to the Stock Option Proposals has been satisfied.

Conditions Satisfied

Further to the announcement on 16 January 2018 of the satisfaction of the Anti-trust Condition and this announcement, Bidco is pleased to announce that the only remaining substantive Condition to be satisfied is the Acceptance Condition set out in paragraph 1.1.1 of Part A of Appendix II to the Offer Document.

Bidco encourages SQS Shareholders who have not yet accepted the Offer to do so as soon as possible and, in any event, by 1.00 p.m. (London time) on 22 January 2018.

Full details of the procedure for accepting the Offer are set out in page 5 of the Offer Document.

Except as otherwise announced, the Offer remains subject to the terms and conditions set out in the Offer Document.

The timetable set out in the Offer Document remains unchanged. Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.

Enquiries:

SQS Software Quality Systems AG                                                                                   Tel: +49 (0) 2203 91 540

Diederik Vos, Chief Executive Officer

René Gawron, Chief Financial Officer

Numis (Nominated Adviser, Financial Adviser and Joint Broker to SQS)                  Tel: +44 (0) 207 260 1000

Simon Willis

Jamie Lillywhite

Mark Lander

Stockdale Securities Limited (Joint Broker to SQS)                                                      Tel: +44 (0) 207 601 6100

Robert Finlay

Antonio Bossi

FTI Consulting (Financial Media and Investor Relations to SQS)                                 Tel: +44 (0) 203 727 1000

Matt Dixon / Dwight Burden 

Assystem Services Deutschland GmbH                                                                           Tel: +33 (0) 155 650 325

(formerly Weilchensee 884. V V GmbH)

Olivier Aldrin, Managing Director

Rothschild (Financial Adviser to Assystem Technologies and Bidco)                          Tel: +44 (0) 207 280 5000
Alistair Allen

Stuart Vincent

Omaier Akhtar

Ricky Paul

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser, financial adviser and joint broker exclusively for SQS and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than SQS for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.

Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker exclusively for SQS and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than SQS for providing the protections afforded to clients of Stockdale Securities Limited, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Assystem Technologies and Bidco and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Assystem Technologies and Bidco for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.

Further information

This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable), which contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. SQS Shareholders are advised to read the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable) carefully.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code (insofar as set out within the Framework Agreement) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law, and the availability of the Offer to persons who are residents, citizens or nationals of jurisdictions other than the United Kingdom or Germany may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Germany should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person. Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement and all documentation relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdiction.

Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to German investors

The German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) ("WpÜG") does not apply to the Offer as the SQS Shares are not traded on an organised market pursuant to Section 1 paragraph 1 of the WpÜG.

Notice to US investors

The Offer is being made for securities in a German registered company whose shares are traded on AIM and on the Open Market of Deutsche Börse, and SQS Shareholders in the United States should be aware that this announcement and any documentation relating to the Offer have been, or will be, prepared in accordance with disclosure requirements, format and style that differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in any other documents relating to the Offer, have been, or will be, prepared, save where Bidco and SQS have expressly agreed otherwise, in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the applicable provisions of English and German law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

Both SQS and Bidco are companies registered under the laws of Germany. It may not be possible for SQS Shareholders in the United States to effect service of process within the United States upon SQS or Bidco or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue SQS or Bidco or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.

Publication on website

A copy of this announcement together with the Offer Document will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SQS's website at www.sqs.com/en/offer.php by no later than 12:00 noon on the Business Day following this announcement until the end of the Offer Period.

Neither the content of SQS's websites nor the content of any websites accessible from hyperlinks on such website (or any other websites) are incorporated into, or form part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

In addition, a hard copy of this announcement and any information incorporated by reference in this announcement may be requested free of charge by contacting the Registrars on +44 (0)371 707 1312 or by writing to them at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom.

SQS Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Code insofar as set out in the Framework Agreement.

Application of the Code and dealing disclosure requirements

SQS is a German registered company whose shares are traded on AIM and it is therefore not subject to the Code. Accordingly, SQS Shareholders and others dealing in SQS Shares are not obliged to disclose any of their dealings under the provisions of the Code. However, market participants are requested to make disclosures of "dealings" as if the Code applied and as if SQS were in an "offer period" under the Code. Disclosures made in relation to relevant securities of SQS should be released via a Regulatory Information Service using the headline "Document re: SQS". The headline "Form 8/8.3" should not be used. Any question regarding completion of these forms should be raised with Numis (on +44 (0) 207 260 1000).

SQS's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose "dealings", you should contact an independent financial adviser authorised by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (as amended) (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction). The guidance set out below follows the requirements of Rule 8 of the Code.

Any person who is "interested" in one per cent. or more of any class of "relevant securities" of SQS or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") is requested to make an "Opening Position Disclosure" following the commencement of the Offer Period which began upon the announcement of the Offer.

An "Opening Position Disclosure" should contain details of the person's "interests" and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) SQS and (ii) any "securities exchange offeror(s)". Persons requested to make an "Opening Position Disclosure" are requested to make such "Opening Position Disclosure" by no later than 3:30 p.m. on the tenth "business day" following the announcement of the Offer. Relevant persons who undertake "dealings" in the relevant securities of SQS or a "securities exchange offeror" prior to the deadline for making an "Opening Position Disclosure" are requested instead to make a "Dealing Disclosure".

If any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of an "offeree" or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that "offeree" or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a "Dealing Disclosure" by no later than 3:30 p.m. on the "business day" following the date of the relevant transaction. These requested disclosures should continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. A "Dealing Disclosure" should contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) SQS and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed.

Accordingly, in the case of both an "Opening Position Disclosure" and any "Dealing Disclosure", disclosures of interests in the shares of SQS are requested to be made.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of SQS or a "securities exchange offeror", they should be regarded to be a single person for these purposes.

"Opening Position Disclosures" will be made by SQS and by any "offeror", and all "dealings" in "relevant securities" of SQS by SQS, by any "offeror" or by any persons "acting in concert" with any of them, will be disclosed in a "dealing disclosure" by no later than 12:00 noon on the "business day" following the date of the relevant transaction.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".

Terms in quotation marks are defined in the Code, which can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. If you are in any doubt as to whether the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the Financial Conduct Authority under the Financial Services and Markets Act 2000 (as amended).