S&T System Integration & Technology Distribution AG: Clarification on conditions for grosso holding to become an investor in S&T

Vienna (pta022/22.09.2010/13:15 UTC+2) Due to questions regarding the ad hoc notification issued by S&T dated 20 September 2010 concerning the acquisition of an interest in S&T by grosso holding Gesellschaft mbH, S&T hereby provides the following clarification:

The agreement regarding the acquisition by grosso holding of an interest in S&T via a capital increase, under which subscription rights are excluded, is subject to the following conditions precedent: (i) merger control approval, (ii) the conclusion of an agreement with the creditor banks during the course of restructuring, (iii) the conclusion of an agreement between grosso holding and the receiver (Masseverwalter) of the AvW group regarding the acquisition by grosso Holding of the S&T shares held by AvW, (iv) the granting of an exemption from the obligation to make an offer by the Takeover Commission pursuant to § 25 para. 1 no. 2 of the Takeover Act (restructuring privilege), and (v) the non-imposition of obligations or requirements by the Takeover Commission which conflict with the interests of the parties pursuant to § 25 para. 1 no. 2 of the Takeover Act. In the event that the Takeover Commission refuses to grant such an exemption, the agreement shall also be conditional upon the offer price - under the terms of a mandatory offer made to the remaining shareholders of S & T by grosso holding - corresponding to an amount not exceeding the issue price for the capital increase (setting a fair price pursuant to § 26 para. 3 of the Takeover Act). The aforementioned conditions must (with the exception of merger control approval) be fulfilled by 25 October 2010.

For more information: Mag. Michael Dvorak - Head of Investor Relations
Tel: +43 1 367 80 88 1020 | Mobile: +43 664 60191 1020 | michael.dvorak@snt-world.com http://www.snt-world.com
Issuer: S&T System Integration & Technology Distribution AG Geiselbergstraße 17-19
A-1110 Vienna | Fax: 01-367 80 88-1099 | E-mail: snt@snt-world.com www.snt-world.com
Industry: Information Technology | ISIN: AT0000905351 | Index: WBI | Stock Exchange: Official Market Vienna | Language: English

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Emitter:	S&T System Integration & Technology Distribution AG Geiselbergstraße 17-19 1110 Wien Austria
Contact Person:	Mag. Michael Dvorak
Phone:	+43 1 367 80 88 1020
E-Mail:	michael.dvorak@snt-world.com
Website:	www.snt-world.com
ISIN(s):	AT0000905351 (Share)
Stock Exchange(s):	Vienna Stock Exchange