EANS-Adhoc: USU Software AG: Profit and loss transfer agreement concluded with wholly owned subsidiary Aspera GmbH

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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Contracts/Profit and loss transfer agreement

31.05.2012

Möglingen, 31 May 2012 - Following the final acquisition of minority
interests in Aspera GmbH, Aachen, by USU Software AG (ISIN
DE000A0BVU28), Möglingen, the two companies signed a profit and loss
transfer agreement today. The Supervisory Board of USU Software AG
unanimously approved this plan. The profit and loss transfer
agreement is to be concluded for at least five years starting
retroactively from the beginning of the current fiscal year 2012/13
of Aspera GmbH, 1 April 2012. To become effective, the agreement
still requires the approval of the Annual General Meeting of USU
Software AG, which will be held on 18 July 2012 in Ludwigsburg.

The agreement includes an obligation for Aspera GmbH to transfer its
entire profit calculated according to the accounting regulations of
the German Commercial Code (HGB) to USU Software AG. At the same
time, USU Software AG undertakes to compensate any net loss for the
year that arises at Aspera during the term of the agreement and that
cannot be compensated by withdrawing funds from reserves formed
during the term of the agreement.

end of ad-hoc-announcement

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USU Software AG

The USU Group is Europe’s largest provider of IT Management and Knowledge

Management software. Market leaders from every sector of the
international economy create transparency with USU applications,
while also increasing flexibility, decreasing risks and cutting
costs. In addition to USU AG (founded in 1977), the subsidiaries
Aspera GmbH, LeuTek GmbH, OMEGA Software GmbH and USU Consulting GmbH
belong to USU Software AG (ISIN DE000A0BVU28), which is listed in the
Prime Segment of the German Stock Exchange in Frankfurt and on the
German Entrepreneurial Index (GEX). With its Valuemation® product
line, USU offers a top-quality portfolio for knowledge-based service
management, the merits of which have been recognized by leading
market analysts around the world – all from one single, reliable
source. What's more, this modular suite also fully supports the
industry standard ITIL®. The USU Group's products in this sector are
complemented and enhanced with the SmartTrack license management
solution from Aspera GmbH, the ZIS product family for systems
management from LeuTek GmbH as well as the myCMDB software from OMEGA
Software GmbH. USU Consulting offers top-notch strategy consulting
for IT service management. With KnowledgeCenter technology, customers
can activate and leverage all the knowledge resources within their
organizations. This system application bundles all the various
communications and information channels on one central platform. With
the support of intelligent knowledge bases from USU, call and service
centers provide accurate, individualized answers to over 25 million
inquiries per year. By developing and maintaining complex,
customer-specific applications, USU experts can combine
user-requested features, sector-specific knowledge and technological
expertise to create individual, customized solutions. Achieving
process and system integration and implementing knowledge portals and
employee portals are some of USU’s other well-established and proven
core competencies.

Further inquiry note:
USU Software AG
Investor Relations
Falk Sorge
Spitalhof
D-71696 Möglingen
Tel.: +49 (0) 71 41 - 48 67 351
Fax: +49 (0) 71 41 - 48 67 108
E-Mail: f.sorge@usu-software.de

USU Software AG
Corporate Communications
Dr. Thomas Gerick
Tel.: +49 (0) 71 41 - 48 67 440
Fax: +49 (0) 71 41 - 48 67 909
E-Mail: t.gerick@usu-software.de

end of announcement euro adhoc
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issuer: USU Software AG
Spitalhof
D-71696 Möglingen
phone: +49 (0)7141 4867 0
FAX: +49 (0)7141 4867 20
mail: investor@usu-software.de
WWW: http://www.usu-software.de
sector: Software
ISIN: DE000A0BVU28
indexes: CDAX, Prime All Share, Technology All Share
stockmarkets: free trade: Hannover, Berlin, München, Hamburg, Düsseldorf,
regulated dealing: Stuttgart, regulated dealing/prime standard:
Frankfurt
language: English