Non-binding English convenience translation of the German original
Mandatory Publication pursuant to sections 14 para. 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) in conjunction with section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz - BörsG) Shareholders of SinnerSchrader Aktiengesellschaft, especially with residence, registered office, or customary abode outside of the Federal Republic of Germany, should pay particular attention to the "GENERAL INFORMATION AND INFORMATION FOR SHAREHOLDERS ESPECIALLY WITH RESIDENCE, REGISTERED OFFICE, OR CUSTOMARY ABODE OUTSIDE OF THE FEDERAL REPUBLIC OF GERMANY" in section 1 and "IMPORTANT INFORMATION FOR U.S. SHAREHOLDERS" in section 22 of this Offer Document.
OFFER DOCUMENT
Public Delisting Acquisition Offer (cash offer) by Accenture Digital Holdings GmbH Campus Kronberg 1 61476 Kronberg im Taunus Germany
to the shareholders of
SinnerSchrader Aktiengesellschaft Völckersstraße 38 22765 Hamburg Germany
to acquire all no-par value bearer shares held by them in SinnerSchrader Aktiengesellschaft at a price of
EUR 12.80 per share
Acceptance Period: from 27 June 2019 to 25 July 2019, 24.00 hrs (Frankfurt/Main local time)
SinnerSchrader-Shares: ISIN DE0005141907 Tendered SinnerSchrader-Shares: ISIN DE000A2YNUN8
Non-binding English convenience translation
TABLE OF CONTENTS 1. General information and information for shareholders especially with residence, registered office, or customary abode outside of the Federal Republic of Germany ...... 5 1.1 Legal basis for the execution of the public Delisting Acquisition Offer ...... 5 1.2 Publication of the decision to launch the Delisting Acquisition Offer ...... 6
1.3 Review of the Offer Document by the German Federal Financial Supervisory Authority ...... 6 1.4 Publication of this Offer Document ...... 6
1.5 Distribution of this Offer Document ...... 7 1.6 Acceptance of the Delisting Acquisition Offer outside the Federal Republic of Germany ...... 7
2. Information regarding the statements contained in the Offer Document ...... 8 2.1 General ...... 8 2.2 Status and sources of the information contained in the Offer Document ...... 8
2.3 Forward-looking statements and intentions ...... 8 2.4 No updates ...... 9 3. Summary of the Delisting Acquisition Offer ...... 9
4. The Delisting Acquisition Offer ...... 11 4.1 Subject matter of the Delisting Acquisition Offer ...... 11 4.2 Offer Price ...... 11
4.3 Acceptance Period ...... 11 4.4 Extension of the Acceptance Period ...... 11 5. The Bidder ...... 12 5.1 Legal basis and capital structure of the Bidder ...... 12 5.2 Corporate structure of the Bidder ...... 13 5.3 Information on the Bidder and persons acting in concert with the Bidder ...... 14
5.4 Acquisitions of shares and Takeover Offer ...... 14 5.5 SinnerSchrader-Shares currently held by the Bidder or by persons acting in concert with the Bidder or their subsidiaries; attribution of voting rights and financial instruments with respect to SinnerSchrader-Shares ...... 15 5.6 Information about securities acquisitions of the Bidder ...... 15 6. Description of SinnerSchrader Aktiengesellschaft ...... 16 6.1 Legal basis and capital structure...... 16 6.2 Domination and profit and loss transfer agreement...... 16
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6.3 Overview of the business activities of the SinnerSchrader Group ...... 17 6.4 Boards ...... 18
6.5 Persons acting in concert with the Company ...... 18 6.6 Information on the statements of the Company's management board and supervisory board ...... 18
7. Background of the Delisting Acquisition Offer as well as intentions of the Bidder and the Bidder Parent Companies ...... 19 7.1 Economic and strategic background of the Delisting Acquisition Offer and the Delisting ...... 19 7.2 Delisting ...... 19 7.3 Intentions of the Bidder and the Bidder Parent Companies ...... 20
8. Explanation regarding fairness of Offer Price ...... 21 8.1 Statutory minimum Offer Price ...... 21 8.2 The Offer Price ...... 22
8.3 Economic fairness of the Offer Price ...... 22 9. Official approvals and proceedings ...... 22 10. Conditions ...... 23
11. Acceptance and settlement of the Delisting Acquisition Offer for SinnerSchrader-Shares23 11.1 Central Settlement Agent ...... 23 11.2 Declaration of acceptance and re-booking ...... 23
11.3 Further declarations and assurances of SinnerSchrader-Shareholders in connection with the acceptance of the Delisting Acquisition Offer ...... 23 11.4 Legal consequences of acceptance ...... 25
11.5 Settlement of acceptances of the Delisting Acquisition Offer ...... 25 11.6 Costs and charges ...... 25 11.7 Stock exchange trading with Tendered SinnerSchrader-Shares ...... 26
12. Financing of the Delisting Acquisition Offer ...... 26 12.1 Maximum consideration ...... 26 12.2 Financing measures ...... 26
12.3 Financing confirmation ...... 26 13. Expected consequences of a successful Delisting Acquisition Offer on the assets, financial condition, and results of operations of the Bidder and of Accenture plc ...... 26 13.1 Status quo and assumptions ...... 26 13.2 Consequences on the individual financial statements of the Bidder ...... 28
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13.3 Consequences on the assets, financial condition, and results of operation of Accenture plc ...... 29
14. Possible consequences for SinnerSchrader-Shareholders that do not accept the Delisting Acquisition Offer ...... 30 14.1 Potential reduction of the free float and liquidity of the SinnerSchrader-Shares ...... 30
14.2 Consequences of the Delisting ...... 32 15. Right of withdrawal ...... 32 15.1 Right of withdrawal in case of an amendment of the Delisting Acquisition Offer and a competing offer ...... 32 15.2 Exercise of the right of withdrawal with regard to SinnerSchrader-Shares ...... 32 16. Cash payments and cash-equivalent benefits granted or suggested to members of the management board or the supervisory board of SinnerSchrader Aktiengesellschaft and potential conflicts of interest ...... 33 17. Taxes ...... 33
18. Publications ...... 33 19. No mandatory offer ...... 34 20. Assisting bank ...... 34
21. Applicable law and place of jurisdiction ...... 34 22. Important information for U.S. Shareholders ...... 34 23. Assumption of responsibility ...... 35
Annex 1: List of entities controlled by Accenture plc ...... 37 Annex 2: Financing confirmation of Deutsche Bank Aktiengesellschaft ...... 53
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1. General information and information for shareholders especially with residence, registered office, or customary abode outside of the Federal Republic of Germany
1.1 Legal basis for the execution of the public Delisting Acquisition Offer The public delisting acquisition offer (taking into account potential amendments, the "Delisting Acquisition Offer") contained in this offer document (the "Offer Document") by Accenture Digital Holdings GmbH with registered seat in Kronberg im Taunus, Germany, registered with the commercial register of the local court of Königstein im Taunus under registration number HRB 9608, with business address at Campus Kronberg 1, 61476 Kronberg im Taunus, Germany (hereinafter the "Bidder"), is a public acquisition offer within the meaning of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-und Übernahmegesetz - "WpÜG"), the German Stock Exchange Act (Börsengesetz - "BörsG") and the Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG-Angebotsverordnung - "WpÜG-Offer Regulation") to the shareholders of SinnerSchrader Aktiengesellschaft ("SinnerSchrader Aktiengesellschaft" or the "Company"), in order to allow a delisting of the shares in SinnerSchrader . The Delisting Acquisition Offer covers the acquisition of all no-par value bearer shares in SinnerSchrader Aktiengesellschaft with registered seat in Hamburg, Germany, registered with the commercial register of the local court of Hamburg under registration number HRB 74455, with business address at Völckersstraße 38, 22765 Hamburg, Germany, with a proportional amount in the share capital of EUR 1.00 per share (together the "SinnerSchrader-Shares" and individually a "SinnerSchrader-Share"), which are not directly held by the Bidder, for a purchase price of EUR 12.80 in cash per SinnerSchrader-Share. The Delisting Acquisition Offer is addressed to all holders of SinnerSchrader-Shares (together the "SinnerSchrader- Shareholders" and individually a "SinnerSchrader-Shareholder"). The Delisting Acquisition Offer can be accepted in accordance with the terms set forth in this Offer Document. The SinnerSchrader-Shares are admitted to trading on the regulated market of the Frankfurt Stock Exchange (General Standard) under ISIN DE0005141907. In addition, they are traded in the unregulated markets (Freiverkehr) of the stock exchanges in Berlin, Düsseldorf, Hamburg, München and Stuttgart as well as via other trading venues such as Tradegate Exchange. On 28 May 2019, the Bidder issued an instruction to the management board of SinnerSchrader Aktiengesellschaft under the DPLTA (as defined in section 6.2.) pursuant to section 308 German Stock Corporation Act (Aktiengesetz - "AktG") (the "Instruction"), to apply for the revocation of the admission of all SinnerSchrader-Shares to trading on the regulated market of the Frankfurt Stock Exchange pursuant to section 39 para. 2 sentence 1 BörsG (the "Delisting" and the respective application the "Delisting Application") after prior agreement with the Bidder and shortly before the end of the Acceptance Period (as defined in section 4.3). Furthermore, the management board of SinnerSchrader Aktiengesellschaft shall pursuant to the Instruction, after prior agreement with the Bidder, take all reasonable measures to ensure, to the extent possible, that the inclusion of SinnerSchrader-Shares in all organized trading venues (in particular the unregulated markets) is terminated at the earliest time possible. In accordance with section 39 para. 2 sentence 3 no. 1 BörsG, at the time the Delisting Application is filed, a public offer document to acquire all SinnerSchrader-Shares, referring to the Delisting Application, must have been published. Such public offer must comply with the provisions of the WpÜG as well as the requirements under section 39 BörsG. The Offer
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Document and the Delisting Acquisition Offer therefore satisfy not only the requirements according to WpÜG but also meet the demand in accordance with BörsG. In particular, the Delisting Acquisition Offer is not subject to any conditions (see section 10), the consideration satisfies the requirements under section 39 para. 3 sentence 2 WpÜG (see section 8) and the Offer Document contains the statements pursuant to section 2 no. 7a WpÜG-Offer Regulation (see section 7.2). The Delisting Acquisition Offer is issued exclusively under the laws of the Federal Republic of Germany, in particular under the WpÜG, the BörsG and the WpÜG Offer Regulation. The Delisting Acquisition Offer is not executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany. Thus, no other announcements, registrations, admissions or approvals of the Delisting Acquisition Offer outside the Federal Republic of Germany have been filed, arranged for or have been made otherwise. The SinnerSchrader- Shareholders cannot rely on having recourse to provisions for the protection of investors according to another jurisdiction than that of the Federal Republic of Germany. Any contract for the acquisition of SinnerSchrader Shares by the Bidder that is concluded on the basis of this Delisting Acquisition Offer is exclusively governed by the laws of the Federal Republic of Germany and is interpreted in accordance with them.
SinnerSchrader-Shareholders in the United States (the "U.S. Shareholders") should carefully read section 22 "Important information for U.S. Shareholders". During the period of the Delisting Acquisition Offer, the Bidder can acquire or execute corresponding acquisition agreements for SinnerSchrader-Shares in a different manner than as part of the Delisting Acquisition Offer on the stock exchange or over-the-counter insofar as this takes place in accordance with the applicable German legal provisions, especially the WpÜG. The acceptance of the compensation offer under the DPLTA (as defined in section 6.2) is still possible during the acceptance period of the Delisting Acquisition Offer. Information about such acquisitions or acquisition agreements, if any, will be published in Germany in the Federal Gazette and on the Internet at http://accenture.de/company- acquisition. 1.2 Publication of the decision to launch the Delisting Acquisition Offer
On 28 May 2019, the Bidder has published its decision to launch the Delisting Acquisition Offer under section 10 para. 1 sentence 1, para. 3 WpÜG in conjunction with section 39 para. 2 sentence 3 no. 1 BörsG. On 4 June 2019, the Bidder has announced as supplement to the publication dated 28 May 2019 that the offer price will amount to EUR 12.80. Both publications are available on the Internet at http://accenture.de/company-acquisition. 1.3 Review of the Offer Document by the German Federal Financial Supervisory Authority
The Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (the "BaFin") has reviewed the Offer Document and in the German language version in accordance with German law and has approved its publication on 27 June 2019. There are no other documents that are part of the Delisting Acquisition Offer. Registrations, admissions or approvals of this Offer Document and/or the Delisting Acquisition Offer under any laws other than the laws of the Federal Republic of Germany have not been made and are not intended. 1.4 Publication of this Offer Document The Bidder has published the Offer Document in accordance with section 14 paras. 2 and 3 WpÜG in conjunction with section 39 para. 2 sentence 3 no. 1 BörsG on 27 June 2019 by (i) making an announcement on the Internet at http://accenture.de/company-acquisition, and (ii) keeping available copies of the Offer Document for distribution free of charge at
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Deutsche Bank Aktiengesellschaft, Post IPO Services, Taunusanlage 12, 60325 Frankfurt/Main (order by fax at +49 69 9103 8794 or by e-mail to dct.tender- [email protected] stating a complete mail address). The announcement of (i) the Internet address under which the Offer Document was published and (ii) the availability of the Offer Document at Deutsche Bank Aktiengesellschaft was published in the Federal Gazette on 27 June 2019. A non-binding English translation that has not been reviewed by BaFin can be found on the Internet at http://accenture.de/company-acquisition. This non-binding English translation can also be obtained at Deutsche Bank Aktiengesellschaft. 1.5 Distribution of this Offer Document The publication, sending, distribution, or dissemination of the Offer Document or other documents associated with the Delisting Acquisition Offer outside of the Federal Republic of Germany may fall under the scope of legal provisions of jurisdictions other than those of the Federal Republic of Germany in which the publication, sending, distribution, or dissemination of the Offer Document are subject to legal restrictions. The Offer Document and other documents associated with the Delisting Acquisition Offer therefore may not be sent by third parties to countries or be published, distributed, or disseminated in countries if and to the extent that such sending, publication, distribution, or dissemination would violate applicable laws or will depend on observing official procedures or the granting of approval or the satisfaction of additional conditions and these have not been satisfied. The Bidder has not approved the publication, sending, distribution, or dissemination of the Offer Document or other documents associated with the Delisting Acquisition Offer by third parties outside the Federal Republic of Germany. Neither the Bidder nor persons acting in concert with the Bidder are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of the Offer Document outside the Federal Republic of Germany with the legal provisions of jurisdictions other than those of the Federal Republic of Germany. The Bidder will provide the Offer Document to banks or other investment services enterprises at which SinnerSchrader-Shares are kept upon request to be sent to SinnerSchrader- Shareholders with residence, registered office, or customary abode in the Federal Republic of Germany, the European Union or the European Economic Area. These banks and investment services enterprises may not otherwise publish, send, distribute, or disseminate the Offer Document unless this takes place in accordance with all applicable domestic and foreign legal provisions. Neither the Bidder nor persons acting in concert with the Bidder are in any way responsible for the compliance of such publication, sending, distribution, or dissemination of the Offer Document outside the Federal Republic of Germany with the legal provisions of jurisdictions other than the Federal Republic of Germany. The previous statements do not prevent a dissemination of the Offer Document in the European Union and the European Economic Area. 1.6 Acceptance of the Delisting Acquisition Offer outside the Federal Republic of Germany The Delisting Acquisition Offer can be accepted by all foreign and domestic SinnerSchrader- Shareholders (including shareholders with place of residence, registered office or usual abode in the Federal Republic of Germany, European Union or the European Economic Area) pursuant to the Offer Document and the legal provisions applicable in each case. Nonetheless, the Bidder points out that acceptance of the Delisting Acquisition Offer outside of the Federal Republic of Germany may be subject to legal restrictions. It is recommended that SinnerSchrader-Shareholders who want to accept the Delisting Acquisition Offer outside the Federal Republic of Germany and/or are subject to other jurisdictions than those of the Federal Republic of Germany inform themselves about the applicable legal provisions and their restrictions and observe them. The Bidder and the persons acting in concert with the
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Bidder do not assume any responsibility that acceptance of the Delisting Acquisition Offer outside of the Federal Republic of Germany is permitted under the laws applicable in each case. 2. Information regarding the statements contained in the Offer Document 2.1 General
References to time in the Offer Document refer to local time Frankfurt/Main, Germany, unless expressly noted otherwise. References to a "Banking Day" refer to a day on which the banks in Frankfurt/Main, Germany, are open for general business. Except as otherwise stated, to the extent that expressions such as "currently", "at the present time" or "today" are used in this Offer Document, they refer to the date of publication of this Offer Document. The Bidder has in no way authorized third parties to make statements about the Delisting Acquisition Offer or the Offer Document or to make any assessments in this regard. If third parties nevertheless make such statements, these shall be attributable neither to the Bidder nor to the persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG. 2.2 Status and sources of the information contained in the Offer Document Except where otherwise indicated, all information, statements, opinions, intentions, and forward-looking statements contained in the Offer Document are based on the information and plans available to the Bidder on the date of publication of the Offer Document and on certain assumptions of the Bidder at that time. All information is based on generally accessible information sources and information which the Bidder obtained in the context of the existing cooperation with SinnerSchrader Aktiengesellschaft. In particular, the 2017/2018 annual report and 2018/2019 half-year report of SinnerSchrader Aktiengesellschaft available and published on the Internet at https://sinnerschrader.ag as well as the annual financial statements of SinnerSchrader Aktiengesellschaft as of 31 August 2018 available on the Internet at www.bundesanzeiger.de, were used as a basis for preparing the Offer Document. Such information has not been verified separately by the Bidder. 2.3 Forward-looking statements and intentions Statements in the Offer Document may be forward-looking statements. These statements do not represent facts and are characterized by words such as “may,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” “outlook” and similar expressions. Such statements express the intentions, opinions, or current expectations of the Bidder and the persons acting in concert with the Bidder with respect to possible future events, e.g., regarding possible consequences of the Delisting Acquisition Offer for SinnerSchrader Aktiengesellschaft, for those SinnerSchrader- Shareholders who choose not to accept the Delisting Acquisition Offer or for future financial results of SinnerSchrader Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in concert with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied and that are difficult to predict and generally cannot be influenced by the Bidder and the persons acting in concert with the Bidder. The forward-looking statements contained in the Offer Document speak only as of the date of the publication of the Offer Document and could turn out to be
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incorrect; future events and developments could considerably deviate from the forward- looking statements contained in the Offer Document. Subject to section 2.4 the Bidder and the persons acting in concert with the Bidder undertake no duty to update any forward-looking statements made in this Offer Document or to conform such statements to actual results. It is possible that the Bidder may change its expectations, intentions and estimates outlined in this Offer Document after the publication of the Offer Document. 2.4 No updates The Bidder points out that it will update the Offer Document only to the extent that it is obligated to do so under the WpÜG. 3. Summary of the Delisting Acquisition Offer The following summary contains selected information provided in this Offer Document. This information is only intended to give the SinnerSchrader-Shareholders a first overview of the terms of the Delisting Acquisition Offer and therefore does not contain all information that could be relevant to the SinnerSchrader-Shareholders. Thus, this summary should be read in conjunction with the more detailed information provided elsewhere in this Offer Document. Reading the summary cannot replace the full reading of the Offer Document.
Bidder: Accenture Digital Holdings GmbH, Campus Kronberg 1, 61476 Kronberg im Taunus, Germany Target company: SinnerSchrader Aktiengesellschaft, Völckersstraße 38, 22765 Hamburg, Germany Revocation of the admission to The management board of SinnerSchrader trading on the regulated market Aktiengesellschaft has been instructed by the Bidder to / termination of inclusion in the apply for the revocation of the admission of unregulated markets: SinnerSchrader-Shares to trading in the regulated market of the Frankfurt Stock Exchange after prior coordination with the Bidder and shortly before the end of the Acceptance Period (as defined in section 4.3) and to take all reasonable steps to ensure that, to the extent possible, the inclusion of SinnerSchrader-Shares in all organized trading venues (in particular the unregulated markets) is terminated.
Subject matter of the Delisting Acquisition of all no-par value bearer shares of Acquisition Offer: SinnerSchrader Aktiengesellschaft (ISIN DE0005141907) with a proportional amount in the share capital of EUR 1.00 per share, which are not directly held by the Bidder, including all ancillary rights existing at the time of settlement of the Delisting Acquisition Offer, in particular profit participation rights. Consideration: EUR 12.80 per SinnerSchrader-Share. Acceptance Period: Start: 27 June 2019
End: 25 July 2019, 24.00 hrs (Frankfurt/Main local time) ISIN: SinnerSchrader-Shares: ISIN DE0005141907 Tendered SinnerSchrader-Shares (as defined in
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section 11.2): ISIN DE000A2YNUN8
Effects of the Delisting It cannot be excluded in the future, that the stock market Acquisition Offer: price for SinnerSchrader-Shares will be adversely affected by the Delisting Application.
Acceptance of the Delisting The acceptance of the Delisting Acquisition Offer must be Acquisition Offer: declared during the Acceptance Period. The acceptance of the Delisting Acquisition Offer must be declared in writing to the Custodian Bank (as defined in section 11.2) of the respective SinnerSchrader-Shareholder. The declaration of acceptance will only become valid upon a timely re- booking of the Tendered SinnerSchrader-Shares at Clearstream Banking AG to ISIN DE000A2YNUN8 for the Tendered SinnerSchrader-Shares (as defined in section 11.2). Until settlement of the Delisting Acquisition Offer, the Tendered SinnerSchrader-Shares, for which the declaration of acceptance became valid, remain in the securities deposit account of the accepting SinnerSchrader- Shareholder. Cost of acceptance: Acceptance of the Delisting Acquisition Offer is free of charge and expense for SinnerSchrader-Shareholders with respect to SinnerSchrader-Shares in the custody of a Custodian Bank (as defined in section 11.2) with registered seat in the Federal Republic of Germany (including a German branch of a foreign custodian institution), except for the cost of transmitting the Declaration of Acceptance to the Custodian Bank. To this end, the Bidder will pay the Custodian Banks a market-standard commission, of which they will be informed separately. Fees of foreign custodian institutions and further costs and expenses have to be borne by the SinnerSchrader-Shareholder who accepts the Delisting Acquisition Offer. Any foreign trade-, sales- or stamp tax arising from the acceptance of the Delisting Acquisition Offer shall be borne by the respective SinnerSchrader-Shareholder.
Conditions: The completion of the Delisting Acquisition Offer and the contracts concluded by its acceptance are not subject to any conditions.
Stock exchange trading with It is not intended to organize or to apply for a trading in Tendered SinnerSchrader- stock exchanges of the Tendered SinnerSchrader-Shares Shares: (ISIN DE000A2YNUN8). Publications: The Bidder has published the Offer Document in accordance with section 14 paras. 2 and 3 WpÜG in conjunction with section 39 para. 2 sentence 3 no. 1 BörsG on 27 June 2019 by (i) making an announcement on the Internet at http://accenture.de/company-acquisition, and (ii) keeping available copies of the Offer Document for distribution free of charge at Deutsche Bank Aktiengesellschaft, Post IPO Services, Taunusanlage 12, 60325 Frankfurt/Main (order by fax at +49 69 9103 8794
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or by e-mail to [email protected] stating a complete mail address). The announcement of (i) the Internet address under which the Offer Document was published and (ii) the availability of the Offer Document at Deutsche Bank Aktiengesellschaft was published in the Federal Gazette on 27 June 2019. A non-binding English translation that has not been reviewed by BaFin can be found on the Internet at http://accenture.de/company- acquisition. This non-binding English translation can also be obtained at Deutsche Bank Aktiengesellschaft.
Settlement: With respect to the Tendered SinnerSchrader-Shares during the Acceptance Period, payment of the Offer Price will be made promptly but no later than by the eighth Banking Day after the end of the Acceptance Period in accordance with section 11.5.
4. The Delisting Acquisition Offer Since the Bidder published on 27 March 2017 a voluntary public takeover offer which was subsequently successfully completed and in connection with the share purchase agreements entered into on 20 February 2017 which were consummated on 4 April 2017 acquired control over SinnerSchrader Aktiengesellschaft within the meaning of section 29 para. 2 WpÜG (see section 5.4), the Delisting Acquisition Offer is a public acquisition offer. Therefore, the special rules on takeover and mandatory offers pursuant to WpÜG apply to the Delisting Acquisition Offer only to the extent provided for by section 39 BörsG. 4.1 Subject matter of the Delisting Acquisition Offer
The Bidder hereby offers to all SinnerSchrader-Shareholders in accordance with the terms as set forth in this Offer Document to acquire their no-par value bearer shares in SinnerSchrader Aktiengesellschaft (ISIN DE0005141907), which are not directly held by the Bidder, each with a proportional amount in the share capital of EUR 1.00, including all ancillary rights existing at the time of settlement of the Delisting Acquisition Offer, in particular profit participation rights. 4.2 Offer Price As consideration, the Bidder offers an amount of EUR 12.80 per SinnerSchrader-Share (the "Offer Price"). 4.3 Acceptance Period The period for acceptance of the Delisting Acquisition Offer will start with publication of this Offer Document on 27 June 2019 and will end on 25 July 2019, 24.00 hrs (Frankfurt/Main local time).
The period for acceptance of the Delisting Acquisition Offer, including any extensions described under section 4.4 below is defined in this Offer Document as "Acceptance Period". 4.4 Extension of the Acceptance Period
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In case of an amendment to the Delisting Acquisition Offer pursuant to section 21 para. 1 WpÜG, the Acceptance Period will automatically be extended by two weeks (section 21 para. 5 WpÜG), if the change is published within the last two weeks prior to the expiration of the Acceptance Period as defined in section 4.3. The Acceptance Period would then end on 8 August 2019, 24.00 hrs (Frankfurt/Main local time). This applies even if the amended Delisting Acquisition Offer violates legal provisions. If a competing offer to acquire SinnerSchrader-Shares is made by a third party during the Acceptance Period of the Delisting Acquisition Offer, the end of the Acceptance Period of the Delisting Acquisition Offer will automatically be equal to the end of the acceptance period for the competing offer if the Acceptance Period for the Delisting Acquisition Offer ends before the end of the acceptance period for the competing offer (section 22 para. 2 sentence 1 WpÜG). This applies even if the competing offer is amended or prohibited or violates legal provisions. If a general meeting of SinnerSchrader Aktiengesellschaft is convened in conjunction with the Delisting Acquisition Offer following the publication of the Offer Document, the Acceptance Period, without prejudice to section 21 para. 5 WpÜG and section 22 para. 2 WpÜG, will be ten weeks from publication of this Offer Document (section 16 para. 3 WpÜG). The Acceptance Period would then end on 5 September 2019, 24.00 hrs (Frankfurt/Main local time). With regard to the right of withdrawal in the event the Delisting Acquisition Offer is amended or a competing offer is launched, please refer to the statements contained in section 15 "Right of withdrawal". The Bidder will publish any extension of the Acceptance Period in accordance with section 18 "Publications". There will be no additional acceptance period pursuant to section 16 para. 2 WpÜG which would allow SinnerSchrader-Shareholders to accept the Delisting Acquisition Offer within two weeks after expiry of the Acceptance Period. 5. The Bidder 5.1 Legal basis and capital structure of the Bidder
The Bidder, Accenture Digital Holdings GmbH, is a limited liability company (Gesellschaft mit beschränkter Haftung) organized under German law registered with the commercial register of the local court of Königstein im Taunus under HRB 9608 with registered seat in Kronberg im Taunus. The business address of the Bidder is Campus Kronberg 1, 61476 Kronberg im Taunus, Germany. The Bidder was incorporated under the name mertus 318. GmbH on 19 January 2017, and was registered with the commercial register of the local court of Frankfurt/Main under HRB 107550 on 24 January 2017. With effect as of 13 February 2017, the Company name has been changed to Accenture Digital Holdings GmbH. The change of the Company's registered seat to Kronberg im Taunus took effect as of 10 May 2017. The share capital of the Bidder amounts to EUR 25,000.00. The Bidder's fiscal year starts on 1 September and ends on 31 August of the following year. For the period until 31 March 2017 and for the period from 1 April 2017 to 31 August 2017, a short fiscal year was formed. According to its articles of association, the business purpose of the Bidder is the acquisition, the holding and the administration (including exercising control and the assumption of
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directive functions) of participations in other companies and/or companies in the digital area (e.g. internet or electronic trade (e-commerce)).
The managing directors of the Bidder are Frank Riemensperger and Marcus Huth. Timothy Peter Noone is a statutory proxy (Prokurist) of the Bidder. The Bidder does not have a supervisory board and has no employees. The Bidder currently has no business activities other than holding SinnerSchrader-Shares and carrying out activities in relation to the Delisting Acquisition Offer. 5.2 Corporate structure of the Bidder
The sole shareholder of the Bidder is Accenture Holding GmbH & Co. KG, a limited partnership organized under German law, registered with the commercial register of the local court of Königstein im Taunus under HRA 2841 with its seat in Kronberg im Taunus, Germany. The sole personally liable and managing shareholder (geschäftsführender Komplementär) of Accenture Holding GmbH & Co. KG is Accenture Management GmbH, a limited liability company organized under German law registered with the commercial register of the local court of Königstein im Taunus under HRB 5903 and with its seat in Kronberg im Taunus, Germany. Accenture Holdings B.V., a private limited liability company (Besloten Vennootschap met beperkte Aansprakelijkheid) organized under the laws of the Netherlands, with its seat in Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce under KVK-number 27161549 is the sole limited partner (Kommanditist) in Accenture Holding GmbH & Co. KG with a limited partner's interest (Kommanditanteil) with a fixed capital contribution (Einlage) of EUR 200,000,100. Accenture Holdings B.V. also holds all shares in Accenture Management GmbH. The sole shareholder of Accenture Holdings B.V. is Accenture International B.V., a limited liability company (Besloten Vennootschap met beperkte Aansprakelijkheid) organized under the laws of the Netherlands, with its seat in Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce under KVK-number 70797285. The sole shareholder of Accenture International B.V. is Accenture Global Holdings Ltd., a private company limited by shares organized under the laws of the Republic of Ireland, with its seat in Dublin, Republic of Ireland, and registered with the Companies Registration Office under no. 591684. The sole shareholder of Accenture Global Holdings Ltd. is Accenture plc, a public limited company organized under the laws of the Republic of Ireland, with its seat in Dublin, Republic of Ireland, and registered with the Companies Registration Office under no. 471706 (Accenture plc and all of its Affiliates pursuant to sections 15 et seqq. AktG (including the Bidder) the "Accenture Group"). The latter company is the parent company of the Accenture Group. The shares of Accenture plc are listed on the New York Stock Exchange (NYSE).
All aforementioned companies of the Accenture Group are holding companies. In addition, Accenture Holding GmbH & Co. KG provides management services for the German entities of the Accenture Group.
The following chart provides an overview of the essential current group structure of the shareholders of the Bidder:
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5.3 Information on the Bidder and persons acting in concert with the Bidder The following legal persons are persons acting in concert with the Bidder within the meaning of section 2 para. 5 sentence 3 WpÜG: − Accenture Holding GmbH & Co. KG; Accenture Management GmbH; Accenture Holdings B.V.; Accenture International B.V.; Accenture Global Holdings Ltd.; and Accenture plc (together the "Bidder Parent Companies"); − the companies listed in Annex 1. Aside from the persons just mentioned, there are no further Persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG. 5.4 Acquisitions of shares and Takeover Offer On 20 February 2017, the Bidder entered into share purchase agreements with SinnerSchrader-Shareholders, which were consummated on 4 April 2017 following the required approval of antitrust authorities. As a result, the Bidder acquired a total of 7,171,473 SinnerSchrader-Shares, approximately 62.13% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. On 27 March 2017, the Bidder published a public takeover offer for the acquisition of all SinnerSchrader-Shares, after BaFin had examined the offer document and permitted its publication on 24 March 2017 (the "Takeover Offer"). The acceptance period of the Takeover Offer ended on 8 May 2017. The additional acceptance period ended on 26 May 2017. At the end of the acceptance period, the Takeover Offer was accepted for a total of 432,043 SinnerSchrader-Shares, which corresponds to 3.7430% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. This was published by a notification in accordance with section 23 para. 1 sentence 1 no. 2 WpÜG on 11 May 2017. At the end of the additional acceptance period, the Takeover Offer was accepted for a total of 440,040 SinnerSchrader-Shares, which corresponds to a total of 3.8123% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. This was published by a notification in accordance with section 23 para. 1 sentence 1 no. 3 WpÜG on 31 May 2017. After the settlement of the Takeover Offer on 7 June 2017, the Bidder held an overall number of
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7,611,513 SinnerSchrader-Shares, approximately 65.94% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft.
Until the date of the publication of this Offer Document, the Bidder has acquired another 314,006 SinnerSchrader-Shares, approximately 2.72% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. 5.5 SinnerSchrader-Shares currently held by the Bidder or by persons acting in concert with the Bidder or their subsidiaries; attribution of voting rights and financial instruments with respect to SinnerSchrader-Shares
As of the date of the publication of this Offer Document, the Bidder directly holds 7,925,519 SinnerSchrader-Shares approximately 68.66% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft which are fully attributed to the Bidder Parent Companies pursuant to section 30 para. 1 sentence 1 no. 1 in conjunction with sentence 3 WpÜG. As of the date of the publication of this Offer Document, neither the Bidder nor persons acting in concert with the Bidder pursuant to section 2 para. 5 WpÜG or their subsidiaries hold any additional SinnerSchrader-Shares, nor are additional SinnerSchrader-Shares attributable to them. Except for the SinnerSchrader-Shares held directly by the Bidder, neither the Bidder nor persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG nor their subsidiaries hold voting rights in relation to SinnerSchrader Aktiengesellschaft to be disclosed pursuant to section 30 WpÜG and/or instruments to be disclosed pursuant to sections 38, 39 German Securities Trading Act (Wertpapierhandelsgesetz - "WpHG"). 5.6 Information about securities acquisitions of the Bidder In the period commencing six months prior to the publication of the decision to launch the Delisting Acquisition Offer on 28 May 2019 until the date of the publication of the Offer Document, i.e. 27 June 2019, the Bidder, persons acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG or any of their subsidiaries acquired SinnerSchrader- Shares as described below. (a) Prior share purchases On 14 June 2019 and on 19 June 2019, the Bidder has acquired via the stock exchange 501 SinnerSchrader-Shares and 265 SinnerSchrader-Shares, in total approximately 0.006% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft, in each case against payment of EUR 12.80 per SinnerSchrader- Share.
(b) No further acquisitions of SinnerSchrader-Shares; reservation regarding future acquisitions Apart from the above, within the last six months prior to the publication of the decision to launch the Delisting Acquisition Offer pursuant to section 10 para. 1 sentence 1 WpÜG on 28 May 2019, and since 28 May 2019 until the publication of this Offer Document, neither the Bidder nor persons acting in concert with the Bidder within the meaning of section 2 para. 5 sentence 3 WpÜG nor their subsidiaries have made prior share acquisitions within the meaning of WpÜG in conjunction with BörsG of SinnerSchrader-Shares or entered into any agreements on their acquisitions on or outside the stock exchange.
The Bidder reserves the right to acquire directly or through persons acting in concert with the Bidder or their subsidiaries additional SinnerSchrader-Shares outside the Delisting Acquisition Offer during the Acceptance Period.
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6. Description of SinnerSchrader Aktiengesellschaft 6.1 Legal basis and capital structure SinnerSchrader Aktiengesellschaft is a stock corporation under German law with its registered seat in Hamburg, registered with the commercial register of the local court of Hamburg, Germany under HRB 74455. The administrative headquarters of SinnerSchrader Aktiengesellschaft are located at Völckersstraße 38, 22765 Hamburg, Germany.
At the time of the publication of the Offer Document, the share capital of SinnerSchrader Aktiengesellschaft amounts to EUR 11,542,764.00 and is divided into 11,542,764 no-par value bearer shares (auf den Inhaber lautende Stückaktien ohne Nennbetrag), each representing a pro rata amount of the Company's registered share capital of EUR 1.00. Only one class of shares exists. All shares entitle to full voting and dividend rights. As of the date of the publication of this Offer Document, the Company does not hold any own shares. The SinnerSchrader-Shares are admitted to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (General Standard) under the international securities identification number (ISIN) DE0005141907. In addition, they are traded in the unregulated markets (Freiverkehr) of the stock exchanges in Berlin, Düsseldorf, Hamburg, München and Stuttgart as well as via other trading venues such as Tradegate Exchange. The management board of SinnerSchrader Aktiengesellschaft is authorized with the consent of the supervisory board pursuant to section 5 para. 1 of the articles of association of SinnerSchrader Aktiengesellschaft to increase the share capital of SinnerSchrader Aktiengesellschaft until 25 January 2022 by way of one or more issuances of new no-par value shares in exchange for cash and/or contributions in kind up to a total amount of EUR 5,770,000.00 (Authorized Capital 2017). In principle, a subscription right must be granted to the shareholders, provided that the management board of SinnerSchrader Aktiengesellschaft does not exclude the subscription right in accordance with section 5 para. 1 of the articles of association of SinnerSchrader Aktiengesellschaft. A conditional capital is not provided for in the articles of association of SinnerSchrader Aktiengesellschaft. 6.2 Domination and profit and loss transfer agreement On 7 December 2017, the Bidder as controlling entity and SinnerSchrader Aktiengesellschaft as controlled entity entered into a domination and profit and loss agreement pursuant to section 291 AktG (the "DPLTA"). The shareholders' meeting of the Bidder approved the DPLTA on 5 December 2017, and the general meeting of SinnerSchrader Aktiengesellschaft on 6 December 2017. The DPLTA took effect upon its registration with the commercial register of the registered office of SinnerSchrader Aktiengesellschaft at the local court of Hamburg on 16 January 2018.
Pursuant to the DPLTA, SinnerSchrader Aktiengesellschaft as controlled entity submits the control of the Company to the Bidder as controlling entity. The Bidder is therefore entitled to issue instructions to the management board of SinnerSchrader Aktiengesellschaft regarding the management of the Company. In addition, the Bidder is obliged during the term of the agreement to assume any losses which would incur without the existence of the obligation of loss assumption under the DPLTA. SinnerSchrader Aktiengesellschaft is obliged to transfer its entire profit to the Bidder for the term of the agreement. The DPLTA provides for a cash compensation (Barabfindung) of EUR 10.21 per SinnerSchrader-Share and for an annual compensation (Ausgleichszahlung) of EUR 0,27 gross per SinnerSchrader-Share which currently amount to EUR 0,23 net per SinnerSchrader-Share. The acceptance period for the compensation offer under the DPLTA (originally two months after the date of the publication of the registration of the DPLTA in the commercial register) has been prolonged in accordance with section 305 para. 4 sentence 3 AktG, as judicial appraisal proceedings have
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been initiated. A small number of SinnerSchrader-Shares are tendered to the Bidder by acceptance of the compensation offer under the DPLTA on an on-going basis. Pursuant to section 305 para. 3 AktG, after expiry of the day on which the DPLTA has become effective, interest shall accrue on the cash compensation of EUR 10.21 at the annual rate of five percentage points over the base rate according to section 247 of the German Civil Code (Bürgerliches Gesetzbuch - "BGB").
As of the date of the publication of the Offer Document, the Bidder acquired 10,150 SinnerSchrader-Shares, approximately 0.09% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. The acceptance of the compensation offer under the DPLTA is still possible during the Acceptance Period of the Delisting Acquisition Offer. 6.3 Overview of the business activities of the SinnerSchrader Group
With 636 employees as of 28 February 2019, SinnerSchrader Aktiengesellschaft with its direct and indirect subsidiaries (the "SinnerSchrader Group") is one of the biggest digital agency groups in Germany. The SinnerSchrader Group offers companies a comprehensive portfolio of services for the use of digital technologies to further develop and optimize their business. The emphasis is on the digital transformation of enterprises - especially with regard to customer interface - as well as the conception and the development of digital products and services. Other fields of activities of the SinnerSchrader Group are services related to the use of the internet for sale (e-commerce), for marketing and communication, and for the acquisition and retention of customers. The Company's range of services mainly comprises:
a) advice about and development of strategies for the use of digital technology for marketing, sales and communication as well as the establishment of digital business models;
b) the customized conception, design and technical development of websites, internet applications and mobile apps as well as the conception and the development of transformational products and services;
c) content-related and technical maintenance, performance measurement and optimization as well as technical operations, including the provision of the technical infrastructure of websites and internet applications;
d) the development, implementation and execution of digital marketing and communication measures; e) advice on digital media strategies and digital media technologies and tools;
f) the planning and drafting of concepts for marketing strategies in the internet based on editorial content, and their implementation in daily editing operations (content marketing);
g) the assumption of overall responsibility for setting up and managing sales channels in the internet, including logistics, payment processing and shop management (e- commerce-outsourcing).
The business of the SinnerSchrader Group is broken down into the segments Interactive Marketing, Interactive Media and Interactive Commerce. In this respect, the Interactive Marketing segment covers the range of services listed in a) to d) above with a focus on corporate clients in all sectors. The services listed in e) and f) are summarized in the segment Interactive Media. Similar to the segment Interactive Marketing, the segment Interactive Commerce offers services listed in a), b) and d), however, these services focus on e- commerce projects and small to medium enterprises (SMEs). At the same time, this segment also takes responsibility for the management of the digital sales channels as an outsourcing
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partner, as described in g) above. In the light of the fact that the performance characteristics and business models of the three segments have increasingly converged, the SinnerSchrader Group has announced its intention to abandon the previous division into segments. In the current fiscal year, it will manage its activities via smaller business units, so-called studios, which will develop their business around individual customer relationships and/or individual performance focuses and are supported at the same time by a joint operational and administrative platform. With the beginning of the fiscal year 2018/2019, the division into the three segments Interactive Marketing, Interactive Media and Interactive Commerce was discontinued after the business activities of the segments became increasingly aligned. Since then, the business has been managed in one segment.
The SinnerSchrader Group focuses its business activity on the German-speaking region, i.e. Austria, Switzerland and Germany. It primarily works for large and medium-sized companies based in Germany. On a comparatively small scope, it also provides services to companies in Luxembourg, the Netherlands, Switzerland and the USA. As of 28 February 2019 SinnerSchrader Aktiengesellschaft had the following direct and indirect subsidiaries: SinnerSchrader Deutschland GmbH, Hamburg, Germany; SinnerSchrader Swipe GmbH, Berlin, Germany (which was merged into SinnerSchrader Deutschland GmbH with effect as of 1 April 2019); SinnerSchrader Content GmbH, Hamburg, Germany; SinnerSchrader Commerce GmbH, Hamburg, Germany; SinnerSchrader Praha s.r.o., Prague, Czech Republic (with the exception of SinnerSchrader Swipe GmbH together the "SinnerSchrader-Subsidiaries"). In the fiscal year 2017/2018, the consolidated gross revenues of SinnerSchrader Aktiengesellschaft amounted to EUR 64,287,152 according to the consolidated financial statements for the business year ended 31 August 2018 (business year ended 31 August 2017: EUR 56,681,604). 6.4 Boards The Company's management board currently consists of two members: Matthias Schrader (CEO) and Thomas Dyckhoff (CFO). The Company's supervisory board currently consists of the following members: Frank Riemensperger (Chairman), Philip W. Seitz (Deputy Chairman) and Daniel Schwartmann. 6.5 Persons acting in concert with the Company The SinnerSchrader-Subsidiaries as well as the Bidder and persons acting in concert with the Bidder (see section 5.3) except for SinnerSchrader Aktiengesellschaft are considered as persons acting in concert with each other and with SinnerSchrader Aktiengesellschaft pursuant to section 2 para. 5 sentence 2 in conjunction with sentence 3 WpÜG. Aside from the just mentioned, there are no further persons acting in concert with the Company within the meaning of section 2 para. 5 WpÜG.
6.6 Information on the statements of the Company's management board and supervisory board In accordance with section 27 para. 1 WpÜG, the Company's management board and supervisory board are required to deliver reasoned statements on the Delisting Acquisition Offer and all possible changes to it. The Company's management board and supervisory board must publish their reasoned statements in each case without undue delay after the
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transmission of the Offer Document and any changes to it by the Bidder pursuant to section 14 para. 3 sentence 1 WpÜG.
7. Background of the Delisting Acquisition Offer as well as intentions of the Bidder and the Bidder Parent Companies In the following sections 7.1 to 7.3, the Bidder's intentions with respect to the combined future business activities of the SinnerSchrader Group and the Accenture Group are described. With respect to a possible change in the described intentions and estimates by the Bidder after the publication of the Offer Document, reference is made to section 2.3 of this Offer Document. The intentions of the Bidder are consistent with the intentions of the Bidder Parent Companies (particularly the intentions described in sections 7.1 to 7.3 of this Offer Document). As far as the following sections mention intentions of the Bidder, they therefore also contain the intentions of the Bidder Parent Companies. 7.1 Economic and strategic background of the Delisting Acquisition Offer and the Delisting The revocation of the stock exchange listing enables SinnerSchrader Aktiengesellschaft to free up management capacities due to regulatory requirements of maintaining the stock exchange listing. This means the management board and the Company will be able to focus more on delivering solutions to clients and driving digital transformation in the market. The revocation of the stock exchange listing would also reduce regulatory costs and expenses associated with the maintenance of stock exchange listing. The Accenture Group is in a very strong position to provide financing to the Company. Hence, the Company is no longer dependent on its own access to the stock market for financing purposes. In addition, the Delisting Acquisition Offer offers the SinnerSchrader-Shareholders an immediate and liquidity-independent disinvestment opportunity at a fair and attractive price. The Bidder is of the opinion that a Delisting also has no negative impact on the reputation of SinnerSchrader Aktiengesellschaft as an employer.
7.2 Delisting In order to pursue the Delisting of the SinnerSchrader-Shares, on 28 May 2019, the Bidder issued the instruction to the management board of SinnerSchrader Aktiengesellschaft to apply for the revocation of the admission of all SinnerSchrader-Shares to trading on the regulated market of the Frankfurt Stock Exchange pursuant to section 39 para. 2 sentence 1 BörsG after prior coordination with the Bidder and shortly before the end of the Acceptance Period. According to section 39 para. 2 sentence 3 no. 1 BörsG, the revocation of the admission of shares to trading in the regulated market is only legally permissible if at the same time a Delisting Acquisition Offer in accordance WpÜG has been published. In order to allow the Delisting Application, the Bidder has prepared and published this Delisting Acquisition Offer. If the management of the Frankfurt Stock Exchange approves the application of the Company, it will revoke the admission of the SinnerSchrader-Shares to trading on the regulated market of the Frankfurt Stock Exchange. In this case, the management board of the Company will not apply for an admission of the SinnerSchrader-Shares to trading in the unregulated market (Freiverkehr) of the Frankfurt Stock Exchange. SinnerSchrader Aktiengesellschaft will further not apply for admission to trading of the SinnerSchrader-Shares on any other regulated market or any other organized trading venue. According to section 46 para. 3 sentence 1 Rules of the Frankfurt Stock Exchange (Börsenordnung der Frankfurter Wertpapierbörse), a revocation of admission to trading in accordance with section 39 para. 2 sentence 3 no. 1 BörsG will become effective in three days after its publication.
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The Delisting could in particular have the following consequences for the SinnerSchrader- Shares and SinnerSchrader-Shareholders:
1) In case of a Delisting, the trading of the SinnerSchrader-Shares on the regulated market of the Frankfurt Stock Exchange will be terminated. The SinnerSchrader-Shares are not admitted to trading on any other regulated market within Germany or the European Union/the European Economic Area. Therefore, the SinnerSchrader-Shareholders will no longer have access to a regulated market for the SinnerSchrader-Shares, which may adversely impact the ability to trade, and detrimentally affect SinnerSchrader-Shares.
2) The consequences described under 1) also apply for SinnerSchrader-Shares potentially issued in connection with a future capital increase in SinnerSchrader Aktiengesellschaft. The management board of the Company has no intention to apply for such new SinnerSchrader-Shares to be admitted to trading on any regulated or unregulated market. 3) It should be noted that pursuant to the instruction, SinnerSchrader Aktiengesellschaft shall also take all reasonable steps to ensure that, to the extent possible, the inclusion of the SinnerSchrader-Shares in all organized trading venues (in particular the unregulated markets) is terminated. Even if certain organized trading venues remain accessible for SinnerSchrader-Shareholders, these markets may not have sufficient liquidity to allow for ordinary trading activities. 4) It cannot be excluded that in the future, the stock market price for SinnerSchrader-Shares is adversely affected by the Delisting Application.
5) Upon completion of the Delisting, trading with SinnerSchrader-Shares will no longer be subject to several transparency and trading rules, particularly sections 33 et seqq. and 48 et seqq. WpHG, Articles 17, 18 and 19 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC as well as certain provisions of the Rules of the Frankfurt Stock Exchange. This will result in a significant lower level of protection for SinnerSchrader-Shareholders. 6) After completion of the Delisting, the German Corporate Governance Code will no longer be applicable to the Company, and, accordingly, the Company will no longer be obliged to issue a declaration of conformity in accordance with the German Corporate Governance Code. In addition, the deadline for submission of the documents pursuant to section 325 para. 1 sentence 1 nos. 1 and 2 of the German Commercial Code (Handelsgesetzbuch - "HGB") except for the aforementioned declaration of conformity, to the operator of the Federal Gazette will be extended from four to twelve months.
7.3 Intentions of the Bidder and the Bidder Parent Companies (a) Future business activity, assets and future obligations of SinnerSchrader Aktiengesellschaft
The Bidder has no intentions to change the business activity of the Company or to reduce, close, relocate or dispose business activities of the Company. Except for the intentions stated in this Offer Document, the Bidder has no intentions to change the current use of the Company's assets or cause the Company to create or change liabilities or obligations outside of its ordinary course of business. (b) Registered seat of SinnerSchrader Aktiengesellschaft, location of significant parts of the business
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There are no intentions with respect to relocating the business seat or relocating sites of significant parts of the business. (c) Employees, employee representation and employment conditions
The Bidder has no intentions to change the employees of the Company, their representations or their employment conditions. (d) Members of the Company's management board and supervisory board
The Bidder does not intend to change the composition of the management board of the Company.
The Bidder has no intention to change the size or composition of the supervisory board of the Company. (e) Delisting
With respect to the intention of the Bidder to initiate a Delisting at the end of the Acceptance Period and its consequences are referred to the statements in section 7.2. (f) Intentions with respect to the business activities of the Bidder and of the Bidder Parent Companies
Except for the effects on the assets, financial condition, and results of Operation of the Bidder set forth in section 13, the Bidder and the Bidder Parent Companies have no intentions that could affect the business activities, the registered seats of the companies or the location of material parts of the business, the use of the assets, future obligations, the members of the management of the Bidder and the Bidder Parent Companies, or the employees of the Bidder and the Bidder Parent Companies, their representation and their employment conditions. For clarification purposes it should be noted that the Bidder currently has no employees and, in particular, does not intend to hire employees or to set up employee representatives, but expressly reserves such measures. 8. Explanation regarding fairness of Offer Price
8.1 Statutory minimum Offer Price According to section 39 para. 3 sentence 2 BörsG in conjunction with section 31 para. 1 and 7 WpÜG in conjunction with sections 4 and 5 WpÜG Offer Regulation, the consideration offered to the SinnerSchrader-Shareholders for their SinnerSchrader-Shares as part of a Delisting Acquisition Offer must be fair. The consideration may not be less than a minimum value to be determined according to these provisions. The minimum value to be offered to the SinnerSchrader-Shareholders per SinnerSchrader-Share must in each case be equal to at least the greater of the two following amounts:
• Pursuant to section 39 para. 3 sentence 2 BörsG in conjunction with section 31 para. 1 and 7 WpÜG in conjunction with section 5 WpÜG Offer Regulation, the consideration must be cash and equivalent to at least the weighted average domestic stock exchange price of the SinnerSchrader-Shares during the last six months before publication of the decision to launch the Delisting Acquisition Offer pursuant to section 39 para. 2 sentence 3 no. 1 BörsG and section 10 WpÜG on 28 May 2019 as of the effective date of 27 May 2019 (the "Six-Months Average Share Price"). The minimum price communicated on 4 June 2019 by BaFin amounts to EUR 12.79 per SinnerSchrader-Share.
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• According to section 39 para. 3 sentence 2 BörsG in conjunction with section 31 para. 1 and 7 WpÜG in conjunction with section 4 WpÜG Offer Regulation, the consideration must be equivalent to at least the value of the highest consideration agreed upon or granted by the Bidder, a person acting in concert with it within the meaning of section 2 para. 5 WpÜG, or their subsidiaries for the acquisition of SinnerSchrader-Shares within the last six months before the publication of this Offer Document pursuant to section 14 para. 2 sentence 1 WpÜG. On 14 June 2019 and on 19 June 2019, the Bidder has acquired via the stock exchange 501 SinnerSchrader-Shares and 265 SinnerSchrader-Shares, in total approximately 0.006% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft, in each case against payment of EUR 12.80 per SinnerSchrader- Share.
During the period of six months before 27 June 2019 (the date of publication of the Offer Document), neither the Bidder nor persons acting in concert with it or their subsidiaries have acquired or agreed to acquire SinnerSchrader-Shares at a price exceeding EUR 12.80. 8.2 The Offer Price The price offered by the Bidder is EUR 12.80 per SinnerSchrader-Share and is therefore equivalent to the minimum value of EUR 12.80 to be offered in accordance with section 39 para. 3 sentence 2 BörsG in conjunction with section 31 para. 1 and 7 WpÜG in conjunction with sections 4 and 5 of the WpÜG Offer Regulation. 8.3 Economic fairness of the Offer Price The consideration in connection with the Takeover Offer published by the Bidder on 27 March 2017 amounted to EUR 9.00 per SinnerSchrader-Share. The Offer Price of the Delisting Acquisition Offer of EUR 12.80 exceeds the consideration for the Takeover Offer by EUR 3.80 and represents a premium of approximately 42.2%. Furthermore, the Offer Price of EUR 12.80 exceeds the cash compensation under the DPLTA amounting to EUR 10.21 per SinnerSchrader-Share plus the statutory interest pursuant to section 305 para. 3 sentence 3 AktG at a rate of five percentage points over the base interest rate. The consideration for the acquired or tendered SinnerSchrader-Shares, respectively, under the DPLTA amounted to between EUR 10.23 and a maximum of EUR 10.62 per SinnerSchrader-Share, depending on the interest amount. The Offer Price of the Delisting Acquisition Offer of EUR 12.80 exceeds the highest consideration paid, respectively, under the DPLTA of EUR 2.18 and represents a premium of approximately 20.5%. For these reasons, the Bidder is convinced that the Offer Price constitutes a fair consideration. The Delisting Acquisition Offer offers a fair and attractive consideration for the remaining SinnerSchrader-Shareholders and the possibility to realize their investment with a substantial premium immediately and with respect to all SinnerSchrader-Shares held by them without the risk of a step-by-step divestment on the market and without being exposed to associated price fluctuations. In addition, the Bidder has not applied any other valuation method to determine the adequacy of the Offer Price. 9. Official approvals and proceedings BaFin approved the publication of the Offer Document on 27 June 2019.
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No further official approvals or procedures are required in connection with the publication of the Offer Document. 10. Conditions The Delisting Acquisition Offer satisfies the requirements for a acquisition offer pursuant to section 39 para. 2 sentence 3 no. 1 BörsG and is, in particular, not subject to any conditions. 11. Acceptance and settlement of the Delisting Acquisition Offer for SinnerSchrader-Shares 11.1 Central Settlement Agent The Bidder has engaged Deutsche Bank Aktiengesellschaft, Frankfurt/Main, Germany, as central settlement office for the securities settlement of the Delisting Acquisition Offer with respect to the SinnerSchrader-Shares (the "Central Settlement Agent"). 11.2 Declaration of acceptance and re-booking Notice: SinnerSchrader-Shareholders who wish to accept the Delisting Acquisition Offer should contact their custodian bank or their other custodian securities services company with seat or branch in Germany with any questions they may have about acceptance of the Delisting Acquisition Offer and the technical aspects of settlement. These have been informed separately about the modalities for acceptance and settlement of the Delisting Acquisition Offer and are required to inform customers who hold SinnerSchrader-Shares in their securities deposit account about the Delisting Acquisition Offer and the steps necessary to accept it. SinnerSchrader-Shareholders can validly accept the Delisting Acquisition Offer only by doing the following within the Acceptance Period:
• Declare acceptance of the Delisting Acquisition Offer (the "Declaration of Acceptance") in writing to their respective custodian securities services company (the "Custodian Bank"), and
• instruct their Custodian Bank to effect without undue delay the re-booking of the SinnerSchrader-Shares in their securities deposit account for which they want to accept the Delisting Acquisition Offer (the "Tendered SinnerSchrader-Shares") to the ISIN DE000A2YNUN8 at Clearstream Banking AG.
The Declaration of Acceptance will only become effective if the Tendered SinnerSchrader- Shares have been re-booked to ISIN DE000A2YNUN8 at Clearstream Banking AG by no later than 18:00 hrs (local time Frankfurt/Main) on the second Banking Day (inclusive) after the end of the Acceptance Period. Such re-bookings must be effected by the relevant Custodian Bank after receipt of the Declaration of Acceptance. Declarations of Acceptance that are not received by the respective Custodian Bank within the Acceptance Period or that have been erroneously or incompletely filled out will not be regarded as an acceptance of the Delisting Acquisition Offer and do not entitle the respective SinnerSchrader-Shareholder to receive the Offer Price. Neither the Bidder nor persons acting on its behalf are required to notify the respective SinnerSchrader-Shareholder of any defects or errors in the Declaration of Acceptance, and they are not liable in the event that such notification is not made. 11.3 Further declarations and assurances of SinnerSchrader-Shareholders in connection with the acceptance of the Delisting Acquisition Offer By accepting the Delisting Acquisition Offer in accordance with section 11.2,
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(a) the accepting SinnerSchrader-Shareholders instruct their respective Custodian Bank and any intermediate custodians of the relevant SinnerSchrader-Shares and authorize them
• to initially leave the SinnerSchrader-Shares for which the Delisting Acquisition Offer shall be accepted in the securities deposit account of the accepting SinnerSchrader-Shareholder but to effect the re-booking to ISIN DE000A2YNUN8 at Clearstream Banking AG;
• to instruct and authorize Clearstream Banking AG for its part to provide the Tendered SinnerSchrader-Shares at the time of settlement of the Delisting Acquisition Offer to the Central Settlement Agent on its securities deposit account at Clearstream Banking AG for transfer of title to the Bidder;
• to instruct and authorize Clearstream Banking AG for its part to transfer the Tendered SinnerSchrader-Shares, in each case including all ancillary rights existing at the time of settlement of the Delisting Acquisition Offer, to the Bidder simultaneously in exchange for payment of the Offer Price for the respective Tendered SinnerSchrader-Shares into the account of the respective Custodian Bank at Clearstream Banking AG according to the provisions of the Delisting Acquisition Offer;
• to instruct and authorize any intermediate custodians of the relevant Tendered SinnerSchrader-Shares and Clearstream Banking AG for their part to provide to the Bidder or the Central Settlement Agent for the Delisting Acquisition Offer all information required for declarations and publications of the Bidder according to the WpÜG, especially to communicate the number of SinnerSchrader-Shares re-booked to ISIN DE000A2YNUN8 on each Stock Exchange Trading Day during the Acceptance Period; and
• to forward the Declaration of Acceptance to the Central Settlement Agent upon request; (b) the accepting SinnerSchrader-Shareholders engage and authorize their respective Custodian Bank as well as the Central Settlement Agent, in each case with exemption from the prohibition of self-contracting according to section 181 BGB, to take all expedient or necessary actions for settling the Delisting Acquisition Offer in accordance with the Offer Document and to issue or receive declarations and in particular to effect the transfer of title of the Tendered SinnerSchrader-Shares to the Bidder;
(c) the accepting SinnerSchrader-Shareholders declare that
• they accept the Delisting Acquisition Offer for all SinnerSchrader-Shares booked in their securities deposit account at the Custodian Bank at the time of the Declaration of Acceptance of the Delisting Acquisition Offer unless otherwise expressly specified in writing in the Declaration of Acceptance;
• they will transfer their Tendered SinnerSchrader-Shares to the Bidder contemporaneously and concurrently against payment of the Offer Price to the account of the respective Custodian Bank at Clearstream Banking AG after the expiry of the Acceptance Period; and
• the SinnerSchrader-Shares for which they accept the Delisting Acquisition Offer are in their sole ownership and are free from rights and claims of third
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parties and are not subject to any restrictions on disposal at the time of transfer of title to the Bidder.
The instructions, declarations, orders, powers of attorney, and authorizations listed in section 11.3 lit. (a) to (c) are granted or issued irrevocably by the accepting SinnerSchrader- Shareholders in the interest of a smooth and rapid settlement of the Delisting Acquisition Offer. They will expire only in the event of valid withdrawal from the agreement entered into by acceptance of the Delisting Acquisition Offer according to section 15. 11.4 Legal consequences of acceptance
As a result of acceptance of the Delisting Acquisition Offer during the Acceptance Period, an agreement regarding the sale and assignment of the Tendered SinnerSchrader-Shares in accordance with the provisions of the Offer Document will be entered into between the accepting SinnerSchrader-Shareholder and the Bidder. This agreement and its interpretation will be subject to German law. All rights ancillary to them at the time of settlement (including all dividend rights) will be transferred to the Bidder upon transfer of title of the Tendered SinnerSchrader-Shares. Moreover, each SinnerSchrader-Shareholder accepting the Delisting Acquisition Offer will irrevocably issue the instructions, orders, authorizations and powers of attorney set forth in section 11.3 and make the declarations and assurances set forth in section 11.3. 11.5 Settlement of acceptances of the Delisting Acquisition Offer Payment of the Offer Price owed by the Bidder to the respective SinnerSchrader-Shareholder will be made to the accounts of the Custodian Banks of the accepting SinnerSchrader- Shareholders at Clearstream Banking AG in accordance with the terms of the Delisting Acquisition Offer simultaneously with the transfer of the Tendered SinnerSchrader-Shares into the securities deposit account of the Central Settlement Agent at Clearstream Banking AG for the purpose of transferring these shares to the Bidder. The in rem completion of the purchase agreements will only take place after expiry of the Acceptance Period.
The Central Settlement Agent will arrange for the transfer of the Offer Price to the account of the relevant Custodian Bank at Clearstream Banking AG without undue delay and at the latest by the eighth Banking Day after expiry of the Acceptance Period.
Upon payment of the Offer Price into the account of the respective Custodian Bank at Clearstream Banking AG, the Bidder has fulfilled its obligation to pay the Offer Price vis-à- vis the respective SinnerSchrader-Shareholder. It will be the responsibility of the respective Custodian Bank to credit the owed Offer Price to the account of the respective accepting SinnerSchrader-Shareholder. 11.6 Costs and charges Acceptance of the Delisting Acquisition Offer is free of charge and expense for SinnerSchrader-Shareholders whose SinnerSchrader-Shares are in the custody of a custodian bank with its registered seat in the Federal Republic of Germany (including German branches of foreign custodial institutions) except for costs for transmitting the Declaration of Acceptance to the respective Custodian Bank. To this end, the Bidder will pay the Custodian Banks a market-standard commission, of which they will be informed separately. For the avoidance of doubt, the Bidder points out that it cannot, however, issue binding instructions to the Custodian Banks on what costs and expenses the Custodian Banks charge for the acceptance of the Delisting Acquisition Offer. Fees from foreign Custodian Banks and other fees and expenses must be paid by the SinnerSchrader-Shareholder who accepts the Delisting Acquisition Offer. The respective SinnerSchrader-Shareholder also has to pay for foreign
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stock exchange-, sales-, or stamp taxes that may result from acceptance of the Delisting Acquisition Offer.
11.7 Stock exchange trading with Tendered SinnerSchrader-Shares It is not intended to organize or to apply for a trading in stock exchanges of the Tendered SinnerSchrader-Shares. SinnerSchrader-Shareholders who have accepted the Delisting Acquisition Offer will therefore no longer be able to trade their Tendered SinnerSchrader- Shares on the stock exchange once the Tendered SinnerSchrader-Shares have been booked into ISIN DE000A2YNUN8. 12. Financing of the Delisting Acquisition Offer 12.1 Maximum consideration The total number of SinnerSchrader-Shares currently outstanding is 11,542,764. The Bidder currently holds directly in total 7,925,519 SinnerSchrader-Shares. The theoretical total purchase price for all SinnerSchrader-Shares which are not yet directly held by the Bidder and not tendered under the DPLTA therefore amounts to EUR 46,300,736.00 (calculation: 3,617,245 x Offer Price of EUR 12.80) plus transaction costs, which are expected not to exceed EUR 200,000.00 (the "Transaction Costs"). The total cost for acquiring all SinnerSchrader-Shares on the basis of the Delisting Acquisition Offer would therefore be a maximum of approx. EUR 46,500,000.00, including Transaction Costs (the "Offer Costs"). 12.2 Financing measures The acquisition of the SinnerSchrader-Shares under the Delisting Acquisition Offer will be completely financed out of Accenture Group’s existing cash balance. The Accenture Group has sufficient cash at hand and does not require any external financing measures to conduct the acquisition. The required funds have been made available to the Bidder by way of an shareholder loan dated 8 March 2017 (which term is until 8 March 2021) in the amount of EUR 120 million from Accenture Holding GmbH & Co. KG. The interest rate is one-month Euribor plus 15 basis points with no negative interest accruing. 12.3 Financing confirmation In accordance with section 13 para. 1 sentence 2 WpÜG, Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt/Main, a securities services company independent of the Bidder, has confirmed in a letter dated 14 June 2019 that the Bidder has taken the measures necessary to ensure that the resources necessary to fully perform the Delisting Acquisition Offer will be available to it at the time at which the claim for the cash payment becomes due. The financing confirmation is attached to this Offer Document as Annex 2. 13. Expected consequences of a successful Delisting Acquisition Offer on the assets, financial condition, and results of operations of the Bidder and of Accenture plc
To estimate the expected consequences of the completion of the Delisting Acquisition Offer on the assets, results of operations and the financial condition of the Bidder, the Bidder has undertaken a provisional and unaudited assessment of the balance sheet situation that would result for the Bidder in the event of a successful conclusion of the Delisting Acquisition Offer; section 13.2 contains such a description of the expected consequences of the completion of the Delisting Acquisition Offer on the basis of the balance sheet and the profit and loss statement of the Bidder as of 28 February 2019 (the "Balance Sheet"). The expected consequences of the completion of the Delisting Acquisition Offer on the assets, results of operations and the financial condition of Accenture plc are described in section 13.3. 13.1 Status quo and assumptions
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The information, opinions, and forward-looking statements contained in this section 13.1, as well as the following explanations in relation to the expected consequences of a completion of the Delisting Acquisition Offer on the assets, results of operations and the financial condition of the Bidder, assume the following status quo and are based especially on the following assumptions: (a) Status quo
• The Balance Sheet of the Bidder is prepared in accordance with the generally accepted German accounting principles pursuant to the provisions of the German Commercial Code.
• From the time of its formation until the publication of this Offer Document, the Bidder has not engaged in any business activities except for the activities in connection with the acquisition and holding of shares in SinnerSchrader Aktiengesellschaft and has not generated any income except for the income resulting from the shareholding in SinnerSchrader Aktiengesellschaft.
• The acquisition of the shares in the SinnerSchrader Aktiengesellschaft will be funded via an intercompany loan from Accenture Holdings GmbH & Co. KG and the SinnerSchrader-Shares so acquired will be recorded as a financial asset on the balance sheet of the Bidder.
• The Bidder holds 7,925,519 SinnerSchrader-Shares, approximately 68.66% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. (b) Assumptions
• The Bidder would acquire all 3,617,245 SinnerSchrader-Shares (approximately 31.34% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft) that are not directly held by the Bidder and are not yet tendered under the DPLTA at a purchase price of EUR 12.80 per SinnerSchrader-Share, i.e., for payment of a total purchase price of EUR 46,300,736.00.
• The Bidder bears assumed Transaction Costs in an amount not exceeding EUR 200,000.00. The Transaction Costs are financed by way of an intercompany loan from Accenture Holding GmbH & Co. KG.
• For simplification purposes, it is assumed that the Transaction Costs are to be capitalized by the Bidder as incidental acquisition costs in accordance with the generally accepted German accounting principles pursuant to the provisions of the German Commercial Code.
• The acquisition of the SinnerSchrader-Shares under the Delisting Acquisition Offer will be funded via a intercompany loan from Accenture Holding GmbH & Co. KG.
• Apart from the intended acquisition of the SinnerSchrader-Shares, no other consequences on the assets, results of operations and the financial condition of the Bidder in the future are considered in the following presentation in section 13.2.
• No synergy effects occur.
The Bidder points out that the consequences of the Delisting Acquisition Offer of SinnerSchrader Aktiengesellschaft on the future assets, results of operations and the financial
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condition of the Bidder cannot be precisely predicted at present. In particular, this is due to the following reasons:
• The final amount of the Offer Costs cannot be determined before the completion of the Delisting Acquisition Offer and the final number of SinnerSchrader-Shares for which the Delisting Acquisition Offer has been accepted is certain.
• The exact amount of the Transaction Costs cannot be determined before the completion of the Delisting Acquisition Offer.
• For the sake of simplicity, tax effects on the Bidder were not taken into account. 13.2 Consequences on the individual financial statements of the Bidder (a) Assets and financial condition
The acquisition of the SinnerSchrader-Shares based on the Delisting Acquisition Offer is expected to have the following consequences on the assets and financial condition of the Bidder based on the status quo and the assumptions described in section 13.1:
Balance Sheet in Interim Balance Sheet Expected change due Bidder after TEUR*) according to of the Bidder as of to the Delisting completion of the German Commercial 28 February 2019 Acquisition Offer Delisting Acquisition Code (unaudited) (unaudited) Offer (unaudited) Financial assets 74,063 46,500 120,563 Receivables from affiliated companies 9,143 - 9,143 Cash 683 - 683 Assets 83,899 46,500 130,389 Total Equity 25 - 25 Subscribed Capital 25 - 25 Other accruals 906 - 906 Payable to affiliated companies 82,958 46,500 129.458 Total Liabilities & Equity 83,899 46,500 130,389 *) in TEUR: in thousand Euro (rounded) **) The financial assets include incidental acquisition costs in the amount of a maximum of TEUR 200.
• The financial assets (investments) will increase as a result of the acquisition of the SinnerSchrader-Shares to presumably a total of approximately TEUR 120,563 (including incidental acquisition costs of a maximum of TEUR 200). Of this, approximately TEUR 46,500 (including a maximum of TEUR 200 incidental acquisition costs) are attributable to the completion of the Delisting Acquisition Offer.
• The cash will not change because the transaction will be completely financed by way of an intercompany loan.
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• As a result of the intercompany loan to fund the Delisting Acquisition Offer including incidental acquisition costs, however, a liability of TEUR 46,500 will arise.
• Approximately TEUR 46,301 of the total assets are attributable to the maximum amount of SinnerSchrader-Shares to be acquired upon completion of the Delisting Acquisition Offer. (b) Results of operation
The Bidder's future results of operation will essentially consist of the transferred profits from SinnerSchrader Aktiengesellschaft. Pursuant to section 2 para. 1 sentence 1 of the DPLTA, SinnerSchrader Aktiengesellschaft is obliged to transfer all its profit to the Bidder for the term of the agreement. In accordance with the current version of section 301 AktG, the annual profit which would be generated without such profit transfer, after deducting (i) any loss carried forward from the previous year, (ii) the amount to be included in the statutory reserve pursuant to section 300 AktG and (iii) the amount restricted for distribution pursuant to section 268 para. 8 HGB, shall be transferred as profit.
The profit of SinnerSchrader Aktiengesellschaft which was transferred under the DPLTA amounted to EUR 5,532,427 in the fiscal year ending as of 31 Augusut 2018. In the expectation of the Bidder that the profit which must be transferred under the DPLTA in the future fiscal years will be within the same range or will be higher based on the current performance of SinnerSchrader Aktiengesellschaft, the future income of the Bidder from its participation in SinnerSchrader Aktiengesellschaft would amount to approximately EUR 5.5 million or a higher amount per year. The annual compensation to outside shareholders to be paid under the DPLTA before the completion of the Delisting Acquisition Offer would not apply. Currently, no interest accrues for the Bidder on the basis of the shareholder loan of Accenture Holding GmbH & Co. KG which is described in section 12.2, since the agreed interest formula would lead to a negative interest rate and, as agreed, negative interest is not paid. 13.3 Consequences on the assets, financial condition, and results of operation of Accenture plc As mentioned in section 12 above, the Offer Costs would amount to a maximum of approx. EUR 46,500,000.00. The acquisition of the SinnerSchrader-Shares under the Delisting Acquisition Offer is expected to have the following consequences on the assets, results of operations and the financial condition of Accenture plc as the ultimate parent company of the Bidder based on the status quo and the assumptions described in section 13.1: Accenture plc has financed the acquisition of the SinnerSchrader-Shares by the Bidder through available cash on its balance sheet. As of 28 February 2019, the balance sheet date for the last unaudited interim balance sheet published by Accenture plc for the same accounting period with SinnerSchrader Aktiengesellschaft, the consolidated total assets, total liabilities and equity of Accenture plc were as follows (based on an exchange rate of EUR 1.00 to USD 1.1416, the official exchange rate as of 28 February 2019 as posted on the website of the European Central Bank): Consolidated total assets: EUR 23,992,824,107 (USD 27,390,208,000)
Consolidated total liabilities: EUR 11,967,118,956 (USD 13,661,663,000) Consolidated total Equity: EUR 12,025,705,151 (USD 13,728,545,000)
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As a consequence of the future acquisition of the Sinner-Schrader Shares under the Share Purchase Agreements and under the Delisting Acquisition Offer, the following changes in the consolidated balance sheet of Accenture plc would occur: - The cash position of Accenture plc is expected to decrease from TEUR 3,911,080 by TEUR 46,500 to EUR 3,864,580.
− Due to the increase in the shareholding in SinnerSchrader Aktiengesellschaft liabilities for Accenture plc are expected to decrease from TEUR 11,967,119 by TEUR 37,131 to TEUR 11,929,988. - Net equity for Accenture plc is expected to decrease by TEUR 9,369.
The consequences of the acquisition of the SinnerSchrader-Shares under the Delisting Acquisition Offer on the consolidated balance sheet of Accenture plc as of 28 February 2019 is also shown in the table below (certain aggregate amounts shown in the table may deviate from the sum of the relevant individual line items due to rounding differences):
Balance sheet impact Accenture plc as of Accenture plc as of Change due to Impact to in thousands on 28 February 2019 28 February 2019 completion of Accenture plc after Accenture plc (in USD, US- (in USD, US- the Delisting completion of the GAAP, unaudited) GAAP, unaudited) Acquisition Delisting converted to EUR Offer Acquisition Offer (unaudited) (unaudited)
Cash and cash equivalents 4,464,889 3,911,080 (46,500) 3,864,580 Other current assets 9,368,411 8,206,387 - 8,206,387 Total current assets 13,833,300 12,117,467 (46,500) 12,070,967 Total non-current assets 13,556,908 11,875,357 - 11,875,357 Total Assets $27,390,208 €23,992,824 €(46,500) €23,946,324 Total Liabilities 13,661,663 11,967,119 (37,131) 11,929,988 Total Shareholders' Equity*) 13,728,545 12,025,705 (9,369) 12,016,336 Total Liabilities and Equity $27,390,208 €23,992,824 €(46,500) €23,946,324 *) Includes non-controlling interests. The balance sheet items and results of SinnerSchrader Aktiengesellschaft are fully consolidated at Accenture plc level for the purposes of the consolidated financial statements before and after the completion of the Delisting Acquisition Offer. 14. Possible consequences for SinnerSchrader-Shareholders that do not accept the Delisting Acquisition Offer SinnerSchrader-Shareholders who do not intend to accept the Delisting Acquisition Offer should consider the statements in section 7 and the following: 14.1 Potential reduction of the free float and liquidity of the SinnerSchrader-Shares (a) After the successful completion of the Delisting Acquisition Offer, in case of the acquisition of 75% or more of the outstanding SinnerSchrader-Shares, the Bidder could have the required majority of the votes and the capital to enforce important structural and other measures under corporate law at the general meeting of SinnerSchrader Aktiengesellschaft. This includes e.g., capital increases, exclusion of subscription rights for other shareholders in case of capital measures as well as conversions, mergers and dissolutions. As of the date of the publication of the Offer
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Document, the Bidder already holds 7,925,519 SinnerSchrader-Shares, approximately 68.66% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. Depending on the number of shareholders attending the general meeting, the current shareholding of the Bidder in SinnerSchrader Aktiengesellschaft may already be sufficient to obtain a majority of 75% of the valid votes cast.
In the case of certain structural measures under company law, the Bidder would be obliged (if necessary, subject to compliance with further requirements) to make an offer to the remaining SinnerSchrader-Shareholders in each case on the basis of a company evaluation of SinnerSchrader Aktiengesellschaft in order to acquire their SinnerSchrader-Shares against an adequate compensation. As such company valuation would in principle depend on the circumstances at the time of passing the resolution on the respective measure by the Company's general meeting, a compensation could in terms of value be equivalent to the Offer Price, but could also be lower or higher.
(b) The current stock market price of the SinnerSchrader-Shares may reflect the fact that the Bidder published its decision to launch a Delisting Acquisition Offer on 28 May 2019. It is uncertain whether the current stock market price will remain at the same level after expiry of the Acceptance Period. (c) Even if a Delisting is delayed or does not take place at all, the execution of the Delisting Acquisition Offer will presumably result in a reduction of the free float of the SinnerSchrader-Shares. Following completion of the Delisting Acquisition Offer, the number of the free float shares could be reduced to such an extent that supply and demand with regard to SinnerSchrader-Shares will be lower than today and that therefore the liquidity of the SinnerSchrader-Shares will be reduced. As a consequence, it is possible that sell orders relating to SinnerSchrader-Shares cannot be executed at all or not in a timely manner. In addition, the possible reduction in liquidity of the SinnerSchrader-Shares could lead to a significantly increased volatility of the price of the SinnerSchrader-Shares in the future. (d) Even if a Delisting is delayed or does not take place at all, the execution of the Delisting Acquisition Offer and especially the reduction of the free float shares will presumably result that SinnerSchrader Aktiengesellschaft can no longer fulfil the corresponding index criteria for the remaining SinnerSchrader-Shares in CDAX, Prime All Share and Technology All Share to which they belong according to the information on the website of the Frankfurt Stock Exchange. This may lead to an exclusion of the SinnerSchrader-Shares from the CDAX, Prime All Share and Technology All Share. It would therefore be expected that index funds and institutional investors that map CDAX, Prime All Share and Technology All Share in their portfolios will refrain from acquiring additional SinnerSchrader-Shares and sell their existing SinnerSchrader-Shares after the Delisting Acquisition Offer is executed. (e) Furthermore, the Bidder could demand transfer of the SinnerSchrader-Shares of the minority shareholders to the main shareholder in exchange for granting reasonable cash compensation if it holds the required number of SinnerSchrader-Shares. The Bidder could demand transfer of the SinnerSchrader-Shares according to sections 327a et seqq. AktG if at least 95% of the share capital in SinnerSchrader Aktiengesellschaft belong to the Bidder and if the general meeting of SinnerSchrader Aktiengesellschaft resolves to transfer the SinnerSchrader-Shares of the minority shareholders to the main shareholder in exchange for an appropriate cash compensation. In addition, if the Bidder holds at least 90% of the share capital in SinnerSchrader Aktiengesellschaft and has the legal form of a stock corporation under German law (Aktiengesellschaft), the Bidder could demand transfer of the
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SinnerSchrader-Shares held by the minority shareholders pursuant to sections 62 para. 5 German Transformation Act (Umwandlungsgesetz), 327a et seqq. AktG in connection with a merger if the general meeting of SinnerSchrader Aktiengesellschaft resolves to transfer the SinnerSchrader-Shares of the minority shareholders to the main shareholder in exchange for granting an appropriate cash compensation.
As part of the aforementioned transfers, under German law, the Bidder would be required to submit to the minority shareholders an offer to acquire the SinnerSchrader-Shares for an appropriate cash compensation on the basis of a company valuation of SinnerSchrader Aktiengesellschaft. As such a company valuation would depend on the circumstances at the time of the resolution of general meeting of the company on the respective measure, this compensation offer could be equal to the offer price, but it could also be lower or higher. Additionally, reference is made to section 7.2. 14.2 Consequences of the Delisting
The planned Delisting is subject to legal provisions and can have additional consequences for the SinnerSchrader-Shareholders as described in section 7.2. 15. Right of withdrawal
15.1 Right of withdrawal in case of an amendment of the Delisting Acquisition Offer and a competing offer According to the WpÜG, SinnerSchrader-Shareholders who accepted the Delisting Acquisition Offer have the following rights of withdrawal:
• In the event of an amendment of the Delisting Acquisition Offer pursuant to section 21 para. 1 WpÜG, SinnerSchrader-Shareholders have the right to withdraw from the agreements concluded on the basis of their acceptance of the Delisting Acquisition Offer until the end of the Acceptance Period according to section 21 para. 4 WpÜG, if and to the extent that they have accepted the Delisting Acquisition Offer before the publication of the amendment of the Delisting Acquisition Offer.
• In the event of a competing offer pursuant to section 22 para. 1 WpÜG, SinnerSchrader-Shareholders have the right to withdraw from the agreements concluded on the basis of their acceptance of the Delisting Acquisition Offer until the end of the Acceptance Period according to section 22 para. 3 WpÜG, if and to the extent that they have accepted the Delisting Acquisition Offer before the publication of the offer document of the competing offer. 15.2 Exercise of the right of withdrawal with regard to SinnerSchrader-Shares This section 15.2 exclusively applies to SinnerSchrader-Shareholders who have accepted the Delisting Acquisition Offer with respect to SinnerSchrader-Shares and who want to exercise their potential right of withdrawal according to section 15.1.
SinnerSchrader-Shareholders may exercise a right of withdrawal pursuant to section 15.1 with respect to the SinnerSchrader-Shares only by doing the following prior to the expiry of the Acceptance Period: (a) Declaring their withdrawal in due time to their Custodian Bank in writing for a specified number of Tendered SinnerSchrader-Shares, whereas, if no number is specified, the withdrawal shall be deemed to be declared for all Tendered SinnerSchrader-Shares tendered by the respective SinnerSchrader-Shareholder, and
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(b) instructing their Custodian Bank to cause such number of Tendered SinnerSchrader- Shares held in their securities deposit account as is equivalent to the number of Tendered SinnerSchrader-Shares in respect of which they have declared their withdrawal to be re-booked to ISIN DE0005141907 at Clearstream Banking AG.
The declaration of withdrawal will only become effective if the Tendered SinnerSchrader- Shares of the respective SinnerSchrader-Shareholder have been re-booked pursuant to section 15.2(b). If the SinnerSchrader-Shareholders declare the withdrawal to their Custodian Bank within the period in which they have the right of withdrawal pursuant to section 15.1, the re-booking of the Tendered SinnerSchrader-Shares to ISIN DE0005141907 will be considered to be timely if this has been effected by no later than 18.00 hrs (local time Frankfurt/Main) on the second Banking Day (inclusive) after the end of this deadline. The respective Custodian Bank is instructed to effect the re-booking of the SinnerSchrader-Shares without undue delay after receiving the declaration of withdrawal. After re-booking, the SinnerSchrader-Shares can be traded again under the ISIN DE0005141907. 16. Cash payments and cash-equivalent benefits granted or suggested to members of the management board or the supervisory board of SinnerSchrader Aktiengesellschaft and potential conflicts of interest
No cash payments or any other cash-equivalent benefits have been granted by the Bidder or a person acting in concert with the Bidder within the meaning of section 2 para. 5 WpÜG either to management board members or supervisory board members of SinnerSchrader Aktiengesellschaft in connection with the Delisting Acquisition Offer, nor have they been specifically suggested to management board members or supervisory board members. This does not include the payment of the Offer Price to members of the management board and the supervisory board of SinnerSchrader Aktiengesellschaft for SinnerSchrader-Shares which these members of the management board and supervisory board of SinnerSchrader Aktiengesellschaft may tender into the Delisting Acquisition Offer.
However, some board members indirectly participate in the capital of SinnerSchrader Aktiengesellschaft in the form of a participation in Accenture plc due to a management participation program. 17. Taxes SinnerSchrader-Shareholders are advised to obtain professional tax law advice on the tax consequences of the acceptance of the Delisting Acquisition Offer, taking into account their individual tax circumstances, before accepting the Delisting Acquisition Offer. 18. Publications On 28 May 2019, the Bidder announced its decision to launch the Delisting Acquisition Offer pursuant to section 10 para. 1 WpÜG in conjunction with section 39 para. 2 sentence 3 no. 1 BörsG. The Bidder published the Offer Document, the publication of which was permitted by BaFin on 27 June 2019, in accordance with section, 14 paras. 2 and 3 WpÜG on 27 June 2019, by (i) making an announcement on the Internet at http://accenture.de/company-acquisition, and (ii) keeping available copies of the Offer Document for distribution free of charge at Deutsche Bank Aktiengesellschaft, Post IPO Services, Taunusanlage 12, 60325 Frankfurt/Main, Germany (order by fax at +49 69 9103 8794 or by e-mail to [email protected] in each case stating a complete mail address). The announcement of (i) the Internet address under which the Offer Document was published and (ii) the availability of the Offer Document at Deutsche Bank Aktiengesellschaft was published in the Federal Gazette on 27 June 2019. A non-binding English translation, that has not been reviewed by BaFin, can be found on the
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Internet at http://accenture.de/company-acquisition. This non-binding English translation can also be obtained at Deutsche Bank Aktiengesellschaft.
All communications and announcements of the Bidder required in connection with the Delisting Acquisition Offer under the WpÜG will be published on the Internet at http://accenture.de/company-acquisition in German and in the Federal Gazette. Non- binding English convenience translations might also be available. According to section 23 para. 1 WpÜG, the Bidder will publish the number of SinnerSchrader-Shares based on the Declarations of Acceptance received by it, including the percentage of the share capital and the voting rights, as follows:
• on a weekly basis after publication of this Offer Document (section 23 para. 1 sentence 1 number 1 WpÜG),
• on a daily basis during the last week before the end of the Acceptance Period (section 23 para. 1 sentence 1 number 1 WpÜG),
• promptly after the end of the Acceptance Period (section 23 para. 1 sentence 1 number 2 WpÜG).
Publications of the Bidder pursuant to section 23 paras. 1 and 2 WpÜG as well as additional communications and announcements in connection with the Delisting Acquisition Offer, which are required under the WpÜG, will be published in German and may also be published in a non-binding English translation on the Internet at http://accenture.de/company- acquisition. In addition, communications and announcements will be published in German in the Federal Gazette. 19. No mandatory offer At the time of the publication of the Offer Document, the Bidder holds directly 7,925,519 SinnerSchrader-Shares, approximately 68.66% of the share capital and voting rights in SinnerSchrader Aktiengesellschaft. As the Bidder already controls SinnerSchrader Aktiengesellschaft pursuant to section 29 WpÜG, a mandatory offer for the SinnerSchrader- Shares cannot be triggered as a result of the completion of the Delisting Acquisition Offer. 20. Assisting bank Deutsche Bank Aktiengesellschaft with registered seat in Frankfurt/Main, Germany, coordinates the securities settlement of the Delisting Acquisition Offer. 21. Applicable law and place of jurisdiction The Delisting Acquisition Offer is governed by German law. Any agreement that is concluded on the basis of the acceptance of the Delisting Acquisition Offer is subject to German law and is to be exclusively interpreted in line with it. Exclusive venue for all legal disputes arising from or in connection with the Delisting Acquisition Offer (and any agreement that is concluded on the basis of the acceptance of the Delisting Acquisition Offer) shall be, to the extent permitted by law, Frankfurt/Main, Germany. 22. Important information for U.S. Shareholders
Nothing in this Offer Document constitutes an offer to buy or the solicitation of an offer to sell securities in the United States of America (the "USA") and in any other jurisdiction in which such a Delisting Acquisition Offer or solicitation would be unlawful.
The Delisting Acquisition Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without
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limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the USA. No offer to purchase or solicitation of an offer to sell SinnerSchrader- Shares may be made by any such use, means, instrumentality or facility from or within the USA, or to persons located or resident in the USA. Accordingly, copies of this Offer Document as well as any other documents or materials relating to the Delisting Acquisition Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the USA, or to persons located or resident in the USA. Any purported tender of SinnerSchrader-Shares resulting directly or indirectly from a violation of these restrictions will be invalid. Tenders of SinnerSchrader-Shares made by a person located or resident in the USA or any fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the USA will not be accepted. For the purposes of this paragraph, "USA" means the United States of America, its territories and possessions, any State of the USA and the District of Columbia. 23. Assumption of responsibility Accenture Digital Holdings GmbH, with registered seat in Kronberg im Taunus, Germany, assumes responsibility for the content of this Offer Document and declares that to its knowledge the information contained in this Offer Document is correct and that no substantial facts have been omitted.
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Kronberg im Taunus, 27 June 2019
Accenture Digital Holdings GmbH
Frank Riemensperger Managing Director
Marcus Huth Managing Director
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Annex 1: List of entities controlled by Accenture plc
Country Legal Name Seat Andorra Sistemes Consulting, S.L. Andorra la Vella, Andorra
Argentina Accenture S.R.L. Ciudad Autónoma de Buenos Aires, Argentina
Argentina Accenture Service Center S.R.L. Ciudad Autónoma de Buenos Aires, Argentina
Australia 2nd Road Pty Ltd Sydney, Australia
Australia Accenture Australia Holdings Propriety Sydney, Australia Limited
Australia Accenture Australia Proprietary Limited Sydney, Australia
Australia Accenture Cloud Solutions Australia Pty Sydney, Australia Ltd
Australia Accenture Cloud Solutions Pty Ltd Sydney, Australia
Australia Accenture Solutions Propriety Limited Sydney, Australia
Australia Avanade Australia Pty Ltd Sydney, Australia
Australia Daynine Consulting (Australia) Pty Ltd Sydney, Australia
Australia Interactive Broadband Consulting Group Sydney, Australia Australia Proprietary Limited
Australia Loud & Clear Creative Pty Ltd Melbourne, Australia
Australia Maud Corp Pty Limited Sydney, Australia
Australia Octo Technology PTY Ltd Sydney, Australia
Australia Orbium Pty Ltd Sydney, Australia
Australia PrimeQ Australia Pty Ltd Sydney, Australia
Australia PrimeQ Limited Sydney, Australia
Australia Redcore Group Holdings Pty Ltd Sydney, Australia
Australia Redcore Pty Ltd Sydney, Australia
Australia Simian Pty Limited Sydney, Australia
Australia The Monkeys Pty Limited Sydney, Australia
Australia Troop Studios Pty Ltd Sydney, Australia
Austria Accenture GmbH Vienna, Austria
Bangladesh Accenture Communications Infrastructure Dhaka, Bangladesh Solutions Ltd.
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Belgium Accenture BPM S.C.R.L. Brussels, Belgium
Belgium Accenture NV / SA Brussels, Belgium
Belgium Accenture Technology Ventures S.P.R.L. Brussels, Belgium
Belgium Avanade Belgium SPRL Brussels, Belgium
Bolivia Accenture Technology, Consulting and Santa Cruz de la Sierra, Outsourcing S.A. Bolivia Botswana Accenture (Botswana) (Proprietary) Gaborone, Botswana Limited
Brazil Accenture Consultoria de Industria e São Paulo, Brazil Consumo Ltda (Brazil)
Brazil Accenture Consultoria de Recursos São Paulo, Brazil Naturais Ltda (Brazil)
Brazil Accenture do Brasil Limitada São Paulo, Brazil
Brazil Accenture Servicos Administrativos Ltda Rio de Janeiro, Brazil
Brazil Accenture Servicos de Suporte de Negocios Curitiba, Brazil Ltda
Brazil AD Dialeto Agencia de Publicidade LTDA São Paulo, Brazil
Brazil Avanade do Brasil Limitada São Paulo, Brazil
Brazil Concrete Desenvolvimento de Sistemas São Paulo, Brazil Ltda
Brazil Concrete Solutions Ltda São Paulo, Brazil
Brazil Gapso Serviços de Informática Ltda Rio de Janeiro, Brazil (Brazil)
Brazil New Content Editora e Produtora Limitada São Paulo, Brazil
Brazil Vivere Brasil Serviços e Soluções S.A. São Paulo, Brazil
Bulgaria Accenture Bulgaria EOOD Sofia, Bulgaria
Canada Accenture Business Services for Utilities Toronto, Canada Inc. Services D'Affaires D'Accenture Pour Utilities Inc. Canada Accenture Business Services of British Vancouver, Canada Columbia Limited Partnership
Canada Accenture Canada Holdings Inc. Toronto, Canada
Canada Accenture Inc. Toronto, Canada
Canada Accenture Nova Scotia Unlimited Liability Halifax, Canada Company Canada Avanade (Canada) Inc Toronto, Canada
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Canada Gestion Altima (Canada) Inc. Montreal, Canada
Canada NBS Marketing Inc. Montreal, Canada
Chile Accenture Chile, Asesorías y Servicios Santiago, Chile Limitada
Chile New Content Chile Sociedad por Acciones Santiago, Chile
Chile Shackleton Chile, S.A. Santiago, Chile
China ?What If! Shanghai Co., Ltd Shanghai, China
China Accenture (China) Co., Ltd. Shanghai, China
China Accenture (Shenzhen) Technology Co., Nanshan District, Shenzhen, Ltd. China China Accenture Enterprise Development Shanghai, China (Shanghai) Co Ltd
China Accenture Technology Solutions (Dalian) Dalian, China Co., Ltd.
China Aorui Advertising (Shanghai) Co Ltd Shanghai, China
China Chengdu Mensa Advertising Co., Ltd. Jinjiang District, Chengdu, China
China designaffairs Business Consulting (Shang- Shanghai, China hai) Co., Limited
China Inventor Advertisement (Beijing) Co. Ltd Beijing, China
China Mackevision CG Technology and Service Shanghai, China (Shanghai) Co. Ltd
China Nanjing Demeng Advertising Co., Ltd. Nanjing, China
China NewsPage China Limited Shanghai, China
China Qi Jie (Beijing) Information Technologies Beijing, China Co., Ltd.
China Shanghai Baiyue Advertising Co Ltd Shanghai, China
China Shun Zhe Technology Development Co Ltd Shanghai, China
China Vertical Retail Consulting (Shanghai) Ltd Shanghai, China
China Xiamen Zang Tong Information Xiamen, China Technology Co., Ltd.
China Zielpuls (Shanghai) Co., Ltd. Shanghai, China
Colombia Accenture Ltda (Colombia) Bogata, Colombia
Costa Rica Accenture Services SRL City of San Jose, Costa Rica
Costa Rica Accenture SRL City of San Jose, Costa Rica
Costa Rica Search Technologies LATAM SA City of San Jose, Costa Rica
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Czech Republic Accenture Services, s.r.o. Prague, Czech Republic
Czech Republic INCAD spol Sro Prague, Czech Republic
Czech Republic SinnerSchrader Praha s.r.o. Prague, Czech Republic
Denmark Accenture A/S Copenhagen, Denmark
Denmark Avanade Denmark A/S Copenhagen, Denmark
Denmark Filmproduction ApS Copenhagen, Denmark
Denmark Hjaltelin Stahl K/S Copenhagen, Denmark
Denmark Odgaard ApS Copenhagen, Denmark
Denmark Pegasus Production K/S Copenhagen, Denmark
Ecuador Accenture Ecuador SA Quito, Ecuador
Egypt Accenture Egypt L.L.C. Cairo, Egypt
Finland Accenture Oy Helsinki, Finland
Finland Accenture Services Oy Helsinki, Finland
Finland Accenture Technology Solutions Oy Helsinki, Finland
Finland Avanade Finland Oy Helsinki, Finland
Finland Paja Finanssipalvelut Oy Helsinki, Finland
France Accenture Customer Services Distribution Paris, France SAS
France Accenture Holdings France SASU Paris, France
France Accenture Post Trade Processing SASU Puteaux, France
France Accenture S.A.S.U. Paris, France
France Accenture Technology Solutions SASU Paris, France
France Altima SASU Roubaix, France
France Appaloosa Technology SASU Paris, France
France Avanade France SAS Paris, France
France Digiplug S.A.S.U. Paris, France
France Octo Technology SA Paris, France
France Orbium SAS Paris, France
France Pach Invest SASU Paris, France
Germany Accenture CAS GmbH Kaiserslautern, Germany
Germany Accenture Cloud Services GmbH Wilsdruff, Germany
Germany Accenture Dienstleistungen GmbH Kronberg im Taunus, Germany
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Germany Accenture Digital Holdings GmbH Kronberg im Taunus, Germany
Germany Accenture GmbH Kronberg im Taunus, Germany
Germany Accenture Holding GmbH & Co KG Kronberg im Taunus, Germany
Germany Accenture Management GmbH Kronberg im Taunus, Germany
Germany Accenture Services fur Kreditinstitute Hof, Germany GmbH
Germany Accenture Services GmbH Kronberg im Taunus, Germany
Germany Accenture Technology Solutions GmbH Kronberg im Taunus, Germany
Germany Avanade Deutschland GmbH Kronberg im Taunus, Germany
Germany designaffairs GmbH Munich, Germany
Germany GoodFilm GmbH Stuttgart, Germany
Germany Kolle Rebbe GmbH Hamburg, Germany
Germany Mackevision Medien Design GmbH Stuttgart, Germany
Germany Orbium GmbH Frankfurt am Main, Germany
Germany SinnerSchrader Aktiengesellschaft Hamburg, Germany
Germany SinnerSchrader Content GmbH Hamburg, Germany
Germany SinnerSchrader Deutschland GmbH Hamburg, Germany
Germany Zielpuls GmbH Munich, Germany
Ghana Accenture Ghana Limited Accra, Ghana
Gibraltar Accenture PLC Gibraltar, Gibraltar
Greece Accenture BPM Operations Support Athens, Greece Services Societe Anonyme
Greece Accenture Societe Anonyme of Athens, Greece. Organization, Information Technology and Business Development
Hong Kong Accenture Company Limited Quarry Bay, Hong Kong
Hong Kong Accenture Technology Solutions (HK) Co. Quarry Bay, Hong Kong Ltd Hong Kong Altima Asia Ltd. Quarry Bay, Hong Kong
Hong Kong Avanade Hong Kong Ltd. Wanchai, Hong Kong
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Hong Kong AvantBiz Consulting Limited (Hong kong) Wanchai, Hong Kong
Hong Kong designaffairs group China Co., Limited Kowloon, Hong Kong
Hong Kong DMA Solutions Limited (Hong Kong) Wanchai, Hong Kong
Hong Kong Inventor Technology Ltd. Quarry Bay, Hong Kong
Hong Kong LemonXL Limited (Hong kong) Wanchai, Hong Kong
Hong Kong Most Champion Ltd (Hong Kong) Kowloon, Hong Kong
Hong Kong Orbium Limited Wanchai, Hong Kong
Hong Kong PacificLink iMedia Limited Wanchai, Hong Kong
Hong Kong Pixo Punch Limited Wanchai, Hong Kong
Hong Kong Seabury Aviation & Aerospace Asia (Hong Quarry Bay, Hong Kong Kong) Limited
Hong Kong Vertical Retail Consulting Hong Kong, Ltd Kwun Tong, Hong Kong
Hong Kong Vertical Retail Consulting Ltd Kwun Tong, Hong Kong
Hungary Accenture Hungary Holdings Kft Budapest, Hungary
Hungary Accenture Tanacsado Kolatolt Felelossegu Budapest, Hungary Tarsasag
India Accenture Solutions Private Limited Mumbai, India
India DAZSI Systems (India) Pvt. Ltd. Mumbai, India
India EnergyQuote Private Ltd. (India) Bangalore, India
India Innoveer Solutions India Pvt Ltd Mumbai, India
India Intrigo Systems India Private Limited Mumbai, India
India Kogentix Technologies Private Limited Mumbai, India
India Redcore (India) Pvt Ltd Mumbai, India
India Sanchez Capital Services Private Limited Mumbai, India
India SolutionsIQ India Consulting Services Bangalore, India Private Limited
Indonesia Perseroan Terbatas Accenture Jakarta, Indonesia
Indonesia PT Asta Catur Indra Jakarta, Indonesia
Indonesia PT Kogentix Teknologi Indonesia Jakarta, Indonesia
Ireland Accenture Capital Designated Activity Dublin, Ireland Company (Ireland)
Ireland Accenture Defined Benefit Pension Plan Dublin, Ireland Trustees Limited Ireland Accenture Finance II Limited Dublin, Ireland
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Ireland Accenture Finance Limited Dublin, Ireland
Ireland Accenture Global Holdings Ltd Dublin, Ireland
Ireland Accenture Global Services Limited Dublin, Ireland
Ireland Accenture Global Solutions Limited Dublin, Ireland
Ireland Accenture International Limited Dublin, Ireland
Ireland Accenture Limited Dublin, Ireland
Ireland Avanade Ireland Limited Dublin, Ireland
Ireland Exactside Ltd (Ireland) Dublin, Ireland
Ireland Rothco Holdings Designated Activity Dublin, Ireland Company (Ireland)
Ireland Rothco Unlimited Company Dublin, Ireland
Ireland S3 TV Technology Limited Dublin, Ireland
Ireland Tadata Creative Unlimited Company Dublin, Ireland
Ireland Tara Risk DAC Dublin, Ireland
Israel Accenture Ltd Herzelia, Israel
Israel Maglan Information Defense Technologies Herzelia, Israel Research Ltd.
Italy Accenture Back Office and Administration Milan, Italy Services SpA (Italy)
Italy Accenture Finance and Accounting BPO Milan, Italy Services S.p.A.
Italy Accenture HR Services SpA (TESS) (Italy) Milan, Italy
Italy Accenture Managed Services SpA (Italy) Milan, Italy
Italy Accenture Outsourcing S.r.l. Milan, Italy
Italy Accenture S.p.A. Milan, Italy
Italy Accenture Technology Solutions S.r.l. Milan, Italy
Italy Avanade Italy SRL Milan, Italy
Italy I-FABER S.p.A (Italy) Milan, Italy
Italy SEC Servizi S.p.A Milan, Italy
Japan Accenture Japan Ltd Tokyo, Japan
Japan Avanade Japan KK Tokyo, Japan
Japan DayNine Consulting Japan KK Tokyo, Japan
Japan IMJ Corporation Tokyo, Japan
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Japan Mackevision Japan Co., Ltd Tokyo, Japan
Kenya Accenture East Africa Limited Nairobi, Kenya
Luxembourg Accenture International Capital SCA Luxembourg, Luxembourg
Luxembourg Orbium Sàrl Luxembourg, Luxembourg
Malaysia Accenture Sendirian Berhad Kuala Lumpur, Malaysia
Malaysia Accenture Solutions Sdn. Bhd. Kuala Lumpur, Malaysia
Malaysia Accenture Technology Solutions Sdn. Bhd. Kuala Lumpur, Malaysia
Malaysia Aspiro Solutions (Malaysia) Sdn Bhd Selangor, Malaysia
Malaysia Avanade Malaysia Sdn. Bhd. Kuala Lumpur, Malaysia
Malaysia NewsPage (Malaysia) Sdn Bhd Kuala Lumpur, Malaysia
Malaysia Seabury Malaysia Sdn Bhd (Malaysia) Kuala Lumpur, Malaysia
Mauritius Accenture Customer Services Distribution Port Louis, Mauritius SAS (Mauritius Branch)
Mauritius Accenture Customer Services Ltd Port Louis, Mauritius
Mauritius Accenture Services (Mauritius) Ltd Port Louis, Mauritius
Mexico Accenture Branch Holdings BV (Mexico) Mexico City, Mexico branch
Mexico Accenture SC Mexico City, Mexico
Mexico Accenture Technology Solutions S.A. de Mexico City, Mexico C.V. (Mexico)
Mexico Operaciones Accenture SA de CV (Mexico) Mexico City, Mexico
Mexico Servicios Tecnicos De Programacion Mexico City, Mexico Accenture SC (Mexico)
Morocco Accenture Maghreb S.a r.l. Casablanca, Morocco
Morocco Accenture Services Morocco Societe Casablanca, Morocco Anonyme
Morocco Octo Technology SA Rabat, Morocco
Mozambique Accenture Mozambique, Limitada Maputo, Mozambique
Myanmar ACN Consulting Co., Ltd. Yangon, Myanmar
Namibia Accenture Namibia Windhoek, Namibia
Netherlands Accenture Australia Holdings B.V. Amsterdam, Netherlands (Netherlands)
Netherlands Accenture B.V. Amsterdam, Netherlands
Netherlands Accenture Branch Holdings B.V. Amsterdam, Netherlands
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Netherlands Accenture Central Europe B.V. Amsterdam, Netherlands
Netherlands Accenture Holdings B.V. Amsterdam, Netherlands
Netherlands Accenture International BV Amsterdam, Netherlands
Netherlands Accenture Korea B.V. Amsterdam, Netherlands
Netherlands Accenture Middle East B.V. Amsterdam, Netherlands
Netherlands Accenture Minority I B.V. Amsterdam, Netherlands
Netherlands Accenture Participations BV Amsterdam, Netherlands
Netherlands Accenture Technology Ventures B.V. Amsterdam, Netherlands
Netherlands Avanade Netherlands BV Amsterdam, Netherlands
Netherlands Storm Digital BV Groningen, Netherlands
New Zealand Accenture NZ Limited Auckland, New Zealand
New Zealand Cloud Sherpas New Zealand Ltd Auckland, New Zealand
New Zealand DayNine Consulting (New Zealand) Ltd Auckland, New Zealand
New Zealand PrimeQ NZ Pty Ltd Auckland, New Zealand
New Zealand Redcore New Zealand Ltd Wellington, New Zealand
Nigeria Accenture Limited Lagos, Nigeria
Norway Accenture AS Lysaker, Norway
Norway Accenture Services AS Barum, Norway
Norway Avanade Norway AS (Norway) Barum, Norway
Norway Hytracc Consulting AS Barum, Norway
Norway Kaplan Norway AS Oslo, Norway
Peru Accenture Peru S.R.L Lima, Peru
Peru Accenture Technology Solutions SRL Lima, Peru
Philippines Accenture Healthcare Processing Inc Makati City, Philippines
Philippines Accenture Inc. Manila, Philippines
Philippines Cloudsherpas Inc. Manila, Philippines
Philippines Orbium Inc. Makati City, Philippines
Philippines Search Technologies BPO, Inc. Manila, Philippines
Philippines Zenta Global Philippines, INC. Taguig City, Philippines
Poland Accenture Delivery Poland sp. z o.o. Warsaw, Poland Poland Accenture Operations Sp. z o.o. Warsaw, Poland
Poland Accenture Services Sp. z.o.o. Warsaw, Poland
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Poland Accenture Sp. z o.o. Warsaw, Poland
Poland Avanade Poland Sp. z.o.o. Warsaw, Poland
Poland Orbium International sp. z o.o. Warsaw, Poland
Poland Orbium Services sp. z o.o. Warsaw, Poland
Portugal Accenture 2 Business Process Services Lisboa, Portugal Sociedad Anonima
Portugal Accenture Consultores de Gestao SA Lisboa, Portugal
Portugal Accenture Technology Solutions- Solucoes Lisboa, Portugal Informaticas Integradas, S.A.
Portugal Tech - Avanade Portugal, Unipessoal Lda Lisboa, Portugal
Puerto Rico Accenture Puerto Rico LLC Guaynabo, Puerto Rico
Romania Accenture Industrial Software Solutions SA Targu Mures, Romania.
Romania Accenture Managed Services SRL Bucharest, Romania
Romania Accenture Services S.R.L. Bucharest, Romania
Russia Accenture LLC Moscow, Russia
Saudi Arabia Accenture Saudi Arabia Limited – Al Al Khobar, Saudi Arabia Khobar Branch
Saudi Arabia Accenture Saudi Arabia Limited – Riyadh Riyadh, Saudi Arabia Branch
Saudi Arabia Accenture Saudi Arabia Ltd (KSA) Riyadh, Saudi Arabia
Singapore ?What If! Innovation Singapore Holdings Singapore, Singapore Pte
Singapore Accenture PTE LTD Singapore, Singapore
Singapore Accenture SG Services Pte Ltd Singapore, Singapore
Singapore Avanade Asia Pte Ltd (Singapore) Singapore, Singapore
Singapore Mackevision Singapore Pte. Ltd. Singapore, Singapore
Singapore Orbium Pte. Ltd. Singapore, Singapore
Slovak Republic Accenture Services, s.r.o. Bratislava, Slovak Republic
Slovak Republic Accenture Technology Solutions Slovakia, Bratislava, Slovak Republic s.r.o.
Slovak Republic Accenture, s.r.o. Bratislava, Slovak Republic
South Africa Accenture (Africa) (Pty) Ltd Johannesburg, South Africa
South Africa Accenture (South Africa) (Proprietary) Johannesburg, South Africa Limited South Africa Accenture Services (Pty) Ltd (South Africa) Johannesburg, South Africa
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South Africa Accenture Technology Infrastructure Johannesburg, South Africa Services Propriety Limited
South Africa Accenture Technology Solutions Johannesburg, South Africa (Proprietary) Limited
South Africa Avanade South Africa Pty Ltd Johannesburg, South Africa
South Korea Mackevision Korea Ltd Seoul, South Korea
Spain Accenture Holding Iberia, S.L. Madrid, Spain
Spain Accenture Outsourcing Services, S.A. Madrid, Spain
Spain Accenture, S.L, Sociedad Unipersonal Madrid, Spain
Spain Avanade Spain, S.L. Barcelona, Spain
Spain Customerworks Europe, S.L. Bilbao (Bizkaia), Spain
Spain Energuia Web, S.A. Madrid, Spain
Spain Global Public Firm, S.L. Madrid, Spain
Spain Informatica de Euskadi, S.L. Derio, Spain
Spain ITBS Servicios Bancarios de Tecnología de Madrid, Spain la Información S.L.
Spain Opportunity Shck, S.L. Madrid, Spain
Spain Shackleton Barcelona, S.L. Barcelona, Spain
Spain Shackleton Buzz&Press, S.L. Madrid, Spain
Spain Shackleton Madrid, S.L. Madrid, Spain
Spain Shackleton S.A. Madrid, Spain
Spain TECNILOGICA ECOSISTEMAS SA Madrid, Spain (Spain)
Sri Lanka Accenture Lanka (Private) Ltd Colombo, Sri Lanka
Sweden Accenture AB Stockholm, Sweden
Sweden Accenture Services AB Stockholm, Sweden
Sweden Avanade Sweden A.B. Stockholm, Sweden
Sweden Kaplan PNR1 AB Stockholm, Sweden
Sweden Kaplan S1 AB Stockholm, Sweden
Sweden Marianne Kaplan AB Stockholm, Sweden
Switzerland Accenture AG Zurich, Switzerland
Switzerland Accenture Finance GmbH in Liquidation Schaffhausen, Switzerland
Switzerland Accenture Finance II GmbH in Liquidation Schaffhausen, Switzerland
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Switzerland Accenture Holding GmbH in Liquidation Neuhausen am Rheinfall, Switzerland
Switzerland Accenture Services AG Zurich, Switzerland
Switzerland Avanade Scwheiz GmbH (Switzerland) Wallisellen, Switzerland
Switzerland Octo Technology SA Lausanne, Switzerland
Switzerland Orbium AG Zurich, Switzerland
Switzerland Orbium Holding AG Zurich, Switzerland
Switzerland Orbium International AG Zurich, Switzerland
Switzerland Orbium Licences AG Zurich, Switzerland
Taiwan Accenture Co., Ltd. Taipei, Taiwan
Tanzania Accenture Consulting Services Ltd Dar es Salaam, Tanzania
Thailand Accenture Co., Ltd. Bangkok, Thailand
Thailand Accenture Solutions Co., Ltd. Bangkok, Thailand
Thailand IT One Company Limited Bangkok, Thailand
Trinidad and Tobago AGS Business and Technology Services Port-of-Spain, Trinidad and Limited Tobago
Tunisia Accenture S.A.S. (Tunisian branch) Tunis, Tunisia
Turkey Accenture BPM Is Yonetimi Ltd Sirketi Istanbul, Turkey (Turkey)
Turkey Accenture Danismanlik Limited Sirketi Istanbul, Turkey
Turkey Accenture Danismanlik Limited Sirketi Istanbul, Turkey Izmir Subesi (Turkey)
Turkey Accenture Endüstriyel Yazılım Çözümleri Istanbul, Turkey Limited Şirketi (Turkey)
Ukraine Accenture Branch Holdings Ukraine Kyiv, Ukraine Representative Office
United Arab Emirates Accenture Middle East BV - DIFC Branch Dubai, UAE
United Arab Emirates Accenture Middle East BV Abu Dhabi Abu Dhabi, United Arab Branch Emirates United Arab Emirates Accenture Middle East BV Dubai branch Dubai, UAE
United Kingdom ?What If! China Holdings Ltd London, United Kingdom
United Kingdom ?What If! Holdings Limited London, United Kingdom
United Kingdom ?What If! Limited London, United Kingdom
United Kingdom Accenture (UK) Limited London, United Kingdom
United Kingdom Accenture Cloud Software Solutions Ltd. London, United Kingdom
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United Kingdom Accenture Post-Trade Processing Limited London, United Kingdom
United Kingdom Adaptly UK Limited London, United Kingdom
United Kingdom Allen International Consulting Group Ltd Marlow, England (UK)
United Kingdom Avanade Europe Holdings Ltd. London, United Kingdom
United Kingdom Avanade Europe Services Ltd. London, United Kingdom
United Kingdom Avanade UK Limited London, United Kingdom
United Kingdom Brand Learning Group Limited (UK) London, United Kingdom
United Kingdom Brand Learning Partners Limited (UK) London, United Kingdom
United Kingdom Certus Solutions Consulting Services London, United Kingdom Limited
United Kingdom Cutting Edge Solutions Ltd (UK) London, United Kingdom
United Kingdom DayNine Consulting Ltd (UK) London, United Kingdom
United Kingdom Droga5 UK Ltd. London, United Kingdom
United Kingdom Energy Management Brokers Ltd. (UK) London, United Kingdom
United Kingdom EnergyQuote JHA Ltd. (UK) London, United Kingdom
United Kingdom Focus Group Europe Limited (UK) Marlow, England
United Kingdom GenFour Limited (UK) Marlow, England
United Kingdom Imagine Broadband (USA) Ltd (UK) London, United Kingdom
United Kingdom Infusion Development UK Limited London, United Kingdom
United Kingdom K Comms Group Limited (UK) London, United Kingdom
United Kingdom Kaper Communications Ltd (UK) London, United Kingdom
United Kingdom Karma Communications Debtco Ltd (UK) London, United Kingdom
United Kingdom Karma Communications Group Ltd (UK) London, United Kingdom
United Kingdom Karma Communications Holdings Ltd London, United Kingdom
United Kingdom Karmarama Ltd London, United Kingdom
United Kingdom Kogentix Ltd (United Kingdom) Watford, United Kingdom
United Kingdom Kream Comms Ltd London, United Kingdom
United Kingdom Kurt Salmon UKI Limited (UK) Marlow, England
United Kingdom Mackevision UK Ltd London, United Kingdom
United Kingdom New Energy Associates Ltd (UK) Marlow, England United Kingdom Nice Agency Limited London, United Kingdom
United Kingdom Orbium Consulting Limited London, United Kingdom
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United Kingdom Seabury Aviation & Aerospace Ltd (UK) London, United Kingdom
United Kingdom Search Technologies Ltd (UK) London, United Kingdom
United States ?What If! USA Limited Wilmington, DE USA
United States Accenture 2 LLC Wilmington, DE USA
United States Accenture Capital Inc. Wilmington, DE USA
United States Accenture Cloud Solutions LLC Wilmington, DE USA
United States Accenture Credit Services, LLC Wilmington, DE USA
United States Accenture Federal Services LLC Wilmington, DE USA
United States Accenture Flex LLC Wilmington, DE USA
United States Accenture GP LLC Wilmington, DE USA
United States Accenture Inc. Wilmington, DE USA
United States Accenture Insurance Services, LLC Wilmington, DE USA
United States Accenture International LLC Wilmington, DE USA
United States Accenture LLC Wilmington, DE USA
United States Accenture LLP Park Ridge. IL, USA
United States Accenture State Healthcare Services LLC Wilmington, DE USA
United States Accenture Sub II Inc Wilmington, DE USA
United States Accenture Sub LLC Wilmington, DE USA
United States Adaptly LLC Wilmington, DE USA
United States Altitude LLC Marlborough, MA USA
United States ASM Research LLC Fairfax, VA, USA
United States Avanade Federal Services LLC Seattle, WA USA
United States Avanade Holdings LLC Seattle, WA USA
United States Avanade Inc. Seattle, WA USA
United States Avanade International Corp Wilmington, DE USA
United States BABCN, L.L.C. Wilmington, DE USA
United States Capital Consultancy Services, Inc. Montgomery, MD, USA
United States Clearhead Group LLC Wilmington, DE USA
United States Cloud Sherpas (GA) LLC Cobb County, GA, USA
United States Computer Research & Telecommunications Park Ridge. IL, USA (U.S.) LLC
United States D5 Global Holdings LLC Wilmington, DE USA
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United States DayNine Consulting LLC Wilmington, DE USA
United States DAZ Systems LLC Marina del Rey, CA, USA
United States Declarative Holdings LLC Wilmington, DE USA
United States Defense Point Security LLC Wilmington, DE USA
United States Designaffairs LLC Portland, OR, USA
United States Droga5 LLC Wilmington, DE USA
United States Droga5 Studios LLC Wilmington, DE USA
United States Enaxis Consulting LP Houston, TX, USA
United States First Annapolis Consulting LLC Montgomery, MD, USA
United States Imagine Broadband USA, LLC Wilmington, DE USA
United States InfusionDev LLC Wilmington, DE USA
United States Interactive Broadband Consulting Group Cherry Hill, NJ, USA LLC
United States Intrigo Systems LLC Marina del Rey, CA, USA
United States Investtech Systems Consulting LLC Bakersfield, Kern County, CA, USA
United States Knowledgent Group LLC Wilmington, DE USA
United States Kogentix LLC Wilmington, DE USA
United States Kurt Salmon US LLC Wilmington, DE USA
United States Mackevision Corporation Michigan, USA
United States MCG Holdings LLC Wilmington, DE USA
United States Meredith Specialty LLC Des Moines, IA, USA
United States Meredith Xcelerated Marketing LLC (US) Des Moines, IA, USA
United States Mindtribe Product Engineering Limited Marina del Rey, CA, USA Liability Company
United States Mortgage Cadence LLC Wilmington, DE USA
United States Orbium LLC Wilmington, DE USA
United States Pillar Technology Group LLC Wilmington, DE USA
United States Procurian International I LLC (US) Wilmington, DE USA
United States Procurian International II LLC (US) Wilmington, DE USA
United States Procurian LLC Wilmington, DE USA United States Procurian USA LLC (US) Pennsylvania, PA, USA
United States Proquire LLC Wilmington, DE USA
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United States Radiant Services, LLC South Bend, IN, USA
United States Seabury Corporate Advisors LLC Wilmington, DE USA
United States Search Technologies International LLC Richmond, VA. USA
United States Search Technologies LLC Richmond, VA. USA
United States Sente Partners LLC Wilmington, DE USA
United States SolutionsIQ LLC Spokane County, WA. USA
United States TargetSt8 Consulting LLC Wilmington, DE USA
United States Wire Stone LLC Wilmington, DE USA
United States Zenta Mortgage Services LLC (US) Wilmington, DE USA
United States Zenta Recoveries, Inc. Wilmington, DE USA
United States Zenta US Holdings, Inc. Wilmington, DE USA
Uruguay Accenture Uruguay S.R.L. Montevideo, Uruguay
Venezuela Accenture, C.A. (compania anonima) Caracas, Venezuela
Vietnam Accenture Vietnam Co., LTD. Ho Chi Minh City, Viet Nam
Zambia Accenture Zambia Limited Lusaka, Zambia
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52 Non-binding English convenience translation
Annex 2: Financing confirmation of Deutsche Bank Aktiengesellschaft
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