DGAP-Ad hoc: RIB Software SE

Public disclosure of inside information
according to Article 17 of the Regulation (EU) No 596/2014 (MAR)

RIB Software SE resolves on capital increase from authorized capital

Stuttgart, 22 March 2018 - The administrative board of RIB Software SE, Stuttgart (ISIN DE000A0Z2XN6) (the "Company"), has resolved to increase the Company's share capital from EUR 46,845,657.00 by up to EUR 4,684,565.00 to up to EUR 51,530,222.00 against contributions in cash through the partial use of its authorized capital by issuing up to 4,684,565 new registered shares with a par value of EUR 1.00 each per share (the "New Shares"). The New Shares are fully entitled to dividends as from 1 January 2017.

Shareholders' pre-emptive rights are excluded. The New Shares are to be offered in an accelerated bookbuilding by way of a private placement to qualified investors within the meaning of Section 2 No. 6 of the German Securities Prospectus Act (WpPG) outside the United States of America, subject to Rule 903 or Rule 904 of Regulation S of the U.S. Securities Act of 1933, as amended respectively (the "Securities Act"), as well as to qualified institutional buyers in the United States of America as defined in Rule 144A of the Securities Act. The placement will commence immediately after the publication of this release.

The New Shares are expected to be admitted without a prospectus to trading on the regulated market (regulierter Markt) and the sub-segment of the regulated market with further post-admission obligations of the Frankfurt Stock Exchange (Prime Standard).

Pricing for the New Shares is expected to take place on 23 March 2018 with settlement on or around 28 March 2018.

While having a solid cash position of approximately EUR 135 million (as of 31 December 2017), the Company continuously targets to maintain EUR 100 million in cash on an ongoing basis, which supports the Company's image in the market as a credible and reliable long-term technology provider to its large enterprise clients and strategic initiative partners, such as Flex and Microsoft. The amount of up to EUR 35 million is earmarked to support the Company's acquisition strategy of companies with ancillary technologies to its iTWO, such as facility management, to be funded from currently available cash.

In order to further accelerate the growth of the Company, the management now aims to do significant investments in Managed Services Providers (MSPs) that set up and manage cloud infrastructure (Infrastructure as a Service) for other companies via the internet and provide the associated services as a frontend for MTWO Cloud. Thus, also considering the target to maintain a stable cash position of approximately EUR 100 million, the Company has decided to raise the needed capital via the envisaged capital increase in order to invest the net proceeds into a number of MSP companies across the world by providing capital needed to them, especially to acquire industry domain expertise. MSPs will provide a new sales channel and a new opportunity for growth for the Company as it will likely result as a multiplier for the Company's iTWO technology by covering new geographies, strengthening the Company's position in existing markets, offering a new range of services, and expand to the Company's go-to-market strategy.

The Company has agreed to a six-month lock-up subject to customary exemptions. The first trading day for the New Shares is expected to be on 28 March 2018.

Person making the notification: Dina Schmid

Disclaimer

This publication constitutes neither an offer to sell nor the solicitation of an offer to buy securities. In particular, this document constitutes neither an offer to sell nor the solicitation of an offer to purchase securities in the United States of America. The shares in RIB Software SE (the "Securities") may not be offered or sold in the United States of America absent registration or an exemption from registration under the U. S. Securities Act of 1933, as amended (the "Securities Act"). The Securities have not been and will not be registered under the Securities Act. There will be no public offering of the Securities in the United States of America.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC as amended, and includes any relevant implementing measure in the Relevant Member State.

No action has been taken that would permit an offering of the Securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.