Acquisition of OSC Group Intended

Local presence in northern Germany to be greatly expanded / Acquisition of an initial 60% of the shareholdings intended

Filderstadt, 31 August 2012 – All for One Steeb AG and the shareholders of AG, Lübeck, Dr. Dietmar Kamp, Timm Nissen and Peter Duve, have signed a comprehensive letter of intent that foresees a complete takeover of AG and its subsidiaries in the coming years. According to the letter, All for One Steeb AG intends to initially acquire 60% of the shareholdings in the company and the remaining 40% of the shares following the end of a multi-year earnout period. The three company founders will continue to manage the business and serve as directors of AG and managing directors of its subsidiaries. All for One Steeb AG will use this planned equity deal to greatly expand its local presence in northern Germany, and in so doing significantly enhance customer service and support.

Established in 1993, the OSC Group (»Open Systems Consulting«) is one of the strongest mid-size SAP consulting companies when it comes to sales. The companies that comprise the group, namely AG at the top and the subsidiaries OSC Open Systems Consulting GmbH, Lübeck, OSC Smart Integration GmbH and OSC Business Solutions GmbH, both based in Hamburg, as well as OSC Business Xpert GmbH, Burgdorf, together employ some 80 people and most recently generated total annual revenues of approximately EUR 8 million. The OSC Group is not only an SAP Special Expertise Partner for Supply Chain Execution and SAP Professional Services, but also operates successfully in the fields of SAP Human Capital Management, SAP Business Analytics and SAP Business One.

By decidedly strengthening its local presence in the north of Germany, All for One Steeb AG would also further enhance its position as the No. 1 for SAP among small and mid-sized businesses in what is called the DACH market (Germany, Austria and Switzerland). The acquisition of the shareholdings is expected to be completed in the coming weeks subject to, among other things, finalising the purchase agreement taking into account any rights to reserve approval. AG

Timm Nissen, Director of AG: »This planned combination with the No. 1 on the market offers outstanding long-term opportunities for customers and employees alike. Our customers are asking more and more about resources such as cloud services, business intelligence and mobility – areas in which All for One Steeb has positioned itself as an efficient and powerful service provider. And so, the intended alliance will enable us to provide greater benefits to our customers by more comprehensively fulfilling our role as an ERP pilot.«

All for One Steeb AG

Andreas Naunin, All for One Steeb AG management team executive responsible for Business Development, Marketing and Alliance Management: »I know and value the OSC team from my time as the head of SAP Germany’s SME division. OSC has established an impeccable reputation in the north and has gained predominance through its strong local ties, excellent customer relations and marketing power.«

Lars Landwehrkamp, CEO of All for One Steeb AG: »OSC and All for One Steeb have been working together successfully for many years as business partners. OSC now serves a large and prominent customer base particularly in the consumer-goods and process industries and the field of business logistics. Together we want to dramatically expand this good foundation.«