EANS-Adhoc: Austrian Takeover Commission Press release on the proceedings involving S&T AG

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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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Mergers - Acquisitions - Takeovers
09.05.2013

Linz, May 9, 2013: The Austrian Takeover Commission has informed S&T
AG about the announcement of the following press release:

"The Second Senate of the Austrian Takeover Commission resolved on
January 25, 2013 to institute declaratory proceedings involving S&T
AG (FN 190272m), whose shares are listed on the Prime Standard
segment of the OTC (over-the-counter market) of Germany's Frankfurt
Stock Exchange. The object of the proceedings was to ascertain
whether or not grosso holding Gesellschaft mbH (FN 123293p), Quanmax
Inc. (Taipei, Taiwan) and Quanmax Malaysia Sdn. Bhd. (Penang,
Malaysia) as well as any other jointly proceeding legal entities are
obliged to tender a takeover offer to all other owners of
participatory shares in S&T AG.

The Second Senate of the Takeover Commission decided on May 8, 2013,
that Quanmax Inc., Quanmax Malaysia Sdn. Bhd., grosso holding
Gesellschaft mbH and DI Hannes Niederhauser constitute a group of
jointly acting legal entities, and that this group is obliged to
provide proof of having made a compulsory offer within twenty trading
days on the exchange subsequent to delivery of the decree on the
declaratory proceedings. The Second Senate also decided that the
option does not exist of reduction of the controlling participation
or of revocation in another way of the achievement of this
controlling participation by the jointly acting legal entities, so as
to preclude the obligation to tender such an offer. The publicly-made
obligatory offer is addressed solely to those owners of S&T AG's
participatory shares whose participation in S&T AG (formerly Quanmax
AG) predates the entry of the merger.

The merger of S&T System Integration & Takeover Distribution AG (FN
47292y) - the company being taken over - into Quanmax AG
(rechristened upon merger as S&T AG; FN 190272m) - the company taking
it over - caused the elections to the Supervisory Board pursued in
association with this merger. These were performed at the
Extraordinary General Meeting of November 6, 2012. These gave rise in
change of control in the former Quanmax AG (today's S&T AG; FN
190272m). The previously-controlling group of shareholders was
comprised of Quanmax Inc. and Quanmax Malaysia Sdn. Bhd. This was
extended through the addition of grosso holding Gesellschaft mbH,
whose incorporation was caused by the merger. The declaratory
proceeds established that DI Hannes Niederhauser is part of the
controlling group of shareholders."

The legal entities involved have rendered notification that they are
considering exercising their right of appeal of this decree, so as to
cause the rescinding of the obligation to tender an offer.

About S&T AG: S&T AG (ISIN AT0000A0E9W5, WKN A0X9EJ, SANT), formerly
Quanmax AG, is listed on the Prime Standard market of the Frankfurt
Stock Exchange. The company has 1,500 employees, and maintains
offices in 19 countries in Central and Eastern Europe. This makes S&T
of the three largest providers of IT systems in the region. S&T's
assets include the breadth of its portfolio of products and
proprietary technologies. This portfolio is offered through Central
and Eastern Europe.

Further inquiry note:
ir@snt.ag; +437327664150;

end of announcement euro adhoc
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issuer: S&T AG
Industriezeile 35
A-4021 Linz
phone: +43(732)7664-0
FAX: +43(732)7664-801
mail: kontakt@quanmax.ag
WWW: www.snt.at
sector: Computing & Information Technology
ISIN: AT0000A0E9W5
indexes:
stockmarkets: regulated dealing/prime standard: Frankfurt
language: English