BOV and adesso continue doing business after the merger as “adesso AG“

Essen/Dortmund, 26 July 2006– After the general shareholder’s meeting of adesso AG, Dortmund, had approved the merger with BOV AG, Essen, already on July 14, 2006, the shareholders of BOV AG, too, voted in favour of the merger on July 25, 2006 in the context of an ordinary shareholders’ meeting. With more than 99 percent of the votes the proposals made by the administration had been accepted in order to jointly continue business activity under the name of “adesso AG”, with its legal domicile in Dortmund. After entry of the shareholders’ resolutions in the Commercial Register and the respective amendment of the memorandum of association the merger comes into force. The merger contract provides that the present members of the executive board of both companies remain in office. From now on the supervisory board will only consist of three members. In addition to this, the basis for a staff participation model will be created. The executive and the supervisory board explicitly welcome the resolutions of the shareholders’ meeting as a basis for operative cooperation.

“Shareholders of BOV and adesso have realized the potential of the merger for the continued growth of the “new” company”, as Dr. Rüdiger Striemer, member of the executive board of adesso, explains. “Expanding the branch and technology know-how as well as the access to markets in European countries are essential factors of success. This access to the capital market, which had not yet been open to the unlisted “old” adesso will additionally support our policy of growth.”

Further growth after successful business years

In 2005 adesso managed to achieve - for the second time in a row - an increase in turnover of more than 30 percent thus recording in its balance sheet the most successful business year since the foundation of the company. Although the BOV AG, by contrast, has not attained its objective of a balanced result, it was nevertheless able to achieve once again a significant improvement in result. Following the implementation of the merger a joint turnover - including the subsidiaries - of approximately 37m € is expected for the year 2006. Due to the merger the number of staff increases to 350 while further recruitments are planned. Thus the company gains significant importance on the market for IT services.

The group of companies with 7 locations in Germany and Switzerland is due to its new size able to provide service offers of a high volume for additional software projects. Major customers can access an integrated service offer, starting with consultancy via software development to the operation of IT processes. The technology know-how, therefore, ranges from the mainframe to the mobile end devices of the customer.

Strategic Improvements for the major customer business

Dirk Sebald, CEO of BOV AG, underlines the strategic advantage of the merger: “The combined company is better placed to meet diverse customer requirements more comprehensively and with higher availability together in conjunction with an optimal support of business processes by means of IT systems. By supplementing the respective branch competences the new adesso is very well positioned in four core branches at once. Companies from the sectors of finance, insurance, the lottery business and government rely on the tailor-made solutions of adesso.”

The merger is to be entered in the Commercial Register in August, subject to possible delays. The new supervisory board will then be made up of Prof. Dr. Volker Gruhn as chairman and the two members Prof. Dr. Willibald Folz and Mr. Dieter Porzel. Participation serves the purpose of staff retention as well as recruiting. Apart from releasing the former supervisory as well as the executive board of their responsibilities for the fiscal year 2005, the shareholders’ meeting created the basis for a new staff participation model. Staff members of the company are granted a right of pre-emption on a total of 1.000.000 shares at a fixed price, which remains the same even in case of an increase in the share price. The company thus supports a business policy which is in line with the shareholders´ interest and which actively promotes an increase in the long-term value of the company. At the same time options for having a stake in the company serve to increase staff loyalty and to offer an incentive to attract further highly qualified experts and managers.

Financing the merger by issuing new shares

The nominal capital of the company will be increased to 36.365.226 € by issuing 25.753.650 new shares to the present shareholders of adesso. After having approved the new shares for trading, they will be booked into the respective stock portfolio of the present adesso shareholders. The only change taking place for the BOV shareholders will be the company name and the stock exchange abbreviation due to the changed company name.