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RIB Software SE: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

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RIB Software SE
27.03.2020 / 09:27
Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

Notification of Major Holdings

1. Details of issuer
Name:RIB Software SE
Street:Vaihinger Str. 151
Postal code:70567
City:Stuttgart
Germany
Legal Entity Identifier (LEI):549300TXKMFBJ0ECRO90

2. Reason for notification
XAcquisition/disposal of shares with voting rights
 Acquisition/disposal of instruments
 Change of breakdown of voting rights
 Other reason:

3. Details of person subject to the notification obligation
Legal entity: Schneider Electric SE
City of registered office, country: Rueil Malmaison, France

4. Names of shareholder(s)
holding directly 3% or more voting rights, if different from 3.
Schneider Electric Investment AG

5. Date on which threshold was crossed or reached:
25 March 2020

6. Total positions
 % of voting rights attached to shares
(total of 7.a.)
% of voting rights through instruments
(total of 7.b.1 + 7.b.2)
Total of both in %
(7.a. + 7.b.)
Total number of voting rights pursuant to Sec. 41 WpHG
New9,99 %24,92 %34,91 %51899298
Previous notification0 %24,92 %24,92 %/

7. Details on total positions
a. Voting rights attached to shares (Sec. 33, 34 WpHG)
ISINAbsoluteIn %
 Direct
(Sec. 33 WpHG)
Indirect
(Sec. 34 WpHG)
Direct
(Sec. 33 WpHG)
Indirect
(Sec. 34 WpHG)
DEOOOAOZ2XN6051847040 %9,99 %
Total51847049,99 %

b.1. Instruments according to Sec. 38 (1) no. 1 WpHG
Type of instrumentExpiration or maturity dateExercise or conversion periodVoting rights absoluteVoting rights in %
%
  Total %

b.2. Instruments according to Sec. 38 (1) no. 2 WpHG
Type of instrumentExpiration or maturity dateExercise or conversion periodCash or physical settlementVoting rights absoluteVoting rights in %
Irrevocable Undertaking to accept a Public Takeover Offer Within one week after begin of the acceptance periodPhysical819391515,79 %
Put Optionduring a 2 months period aPhysical47405299,13 %
   Total1293444424,92 %

8. Information in relation to the person subject to the notification obligation
 Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.).
XFull chain of controlled undertakings starting with the ultimate controlling natural person or legal entity:

Name% of voting rights (if at least 3% or more)% of voting rights through instruments (if at least 5% or more)Total of both (if at least 5% or more)
Schneider Electric SE % % %
Schneider Electric Industries SAS % % %
Schneider Electric Investment AG9,99 %24,92 %34,91 %

9. In case of proxy voting according to Sec. 34 para. 3 WpHG
(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)

Date of general meeting:
Holding total positions after general meeting (6.) after annual general meeting:
Proportion of voting rightsProportion of instrumentsTotal of both
% % %

10. Other explanatory remarks:
On 20 March 2020, Schneider Electric Investment AG (the "Bidder") published its voluntary public takeover offer to the shareholders of RIB Software SE for the acquisition of all registered shares in RIB Software SE (the "Takeover Offer"). As per 25 March 2020, 14:00 hours CET, the Takeover Offer (acceptance period expires on 22 April 2020) has been accepted for O shares of RIB Software SE, equaling approx. 0.00% the share capital and voting rights of RIB Software SE. Prior to the publication of the Takeover Offer, five shareholders of RIB Software SE have irrevocably undertaken to tender a total of 4,740,530 RIB Shares into the Takeover Offer; this corresponds to approx. 9.13% of the share capital of RIB Software SE. The Bidder and the five shareholders of RIB Software have also entered into put option agreernents with respect to 4,740,529 shares of RIB Software SE; this corresponds to approx. 9.13% of the share capital of RIB Software SE. Furthermore, RIB Software SE has irrevocably 

Date
26 March 2020



27.03.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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