Interim Report January - June

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Interim Report 2015

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LETTER TO THE SHAREHOLDERS

Dear Shareholders,

iTWO Software revenue (License + SaaS) grew by 118.4%, while operating earnings before tax*_{grew by 65.9%. In the}

first half year we have reached 13 large deals and we are optimistic to reach our internal goal of 25 deals in 2015 and 45 de-als in 2016. We strongly believe that we can reach our aspired annual growth rate of 80% (2011-2020) with iTWO software, PS and SaaS deal signings (Phase II/III) in the fifth year in a row. The current customer pipeline gives us confidence in our goal of 45 licenses for 2016.

We have introduced the iTWO phase II and III deals based on some examples in our management report.

The megatrends “internet of things” and “industry 4.0” will transform the traditional made-to-order production of the construc-tion industry into an industry logic of mass fabricaconstruc-tion. Producconstruc-tion costs and time will be reduced drastically in consequence. This will transform the global building and infrastructure industry. In parallel the industry output will grow to a level of USD 14 trillion by 2025. IT spending of advanced businesses will increase up to 3.5% of the revenue. In consequence the relevant market for RIB will range at a volume of USD 500 billion.

Today leading technology companies are developing cloud based big-data solutions that can run production and business processes out of one “single source of truth”. In 2016 we will enter the global market with iTWO 4.0, the 5D platform enabling users to complete large-scale projects on a cost and time base comparable to mass fabrication. With iTWO 4.0 cost savings of up to 30% can be reached.

In the future buildings, cities, infrastructure and worldwide CAPEX portfolios can be planed, constructed, built and operated on the iTWO 4.0 platform. The iTWO platform integrates CAD, PM, Estimation, PPS, ERP, FM, Project Management, Colla-boration, SCM, CRM, BI, Controlling and more in one big-data solution as an enterprise software or business solution. We plan to pilot iTWO 4.0 in 2016 in a mega-project (larger USD 1 billion: “iTWOCity”) and roll-out worldwide later. Our target is to achieve on a mid-term base 2-3% for the iTWO platform and for the iTWO based consulting services 1-2% of the total project amount. In addition we also plan to integrate iTWO PCI (project cost insurance), xTWO (E-Commerce Platform) and more iTWO related products and services out of the iTWO ecosystem into this pilot.

We estimate up to 1,000 potential clients for iTWO 4.0, who will plan, run, construct and operate a building or infrastructure portfolio larger than USD 1 billion.

Beginning of 2016 we plan to offer our iTWO 4.0 platform also in partnership with the top 100 IT consulting firms. Further-more, we plan to invest in up to 5 European 4.0 technology companies. Their technology will be integrated in our iTWO 4.0 platform. We have already identified very strong candidates.

Industry 4.0 and „Internet of Things“ have gained further speed and augmented the demand for iTWO technology significant-ly. With iTWO 4.0 we will focus even stronger on large and even very large iTWO deals (Phase III) in 2016. We are optimistic, that we can reach a strong iTWO pull-market in the next 24 months.

Our vision is to industrialize the building and construction industry and to build the cities and the infrastructure of the 21. Century for our children and grandchildren. We have a clear and tangible target ahead of us.

Thank you for your trust in RIB AG and an investment into the future of the building industry. Yours sincerely,

Thomas Wolf

*) EBT adjusted by currency effects (2015: € -67 thousand; 2014: € +196 thousand) and special effects (2014: € +2,116 thousand)

3 LETTER TO THE SHAREHOLDERS | INTERIM REPORT JAN - JUN 2015 | RIB SOFTWARE AG

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RIB SOFTWARE AG | INTERIM REPORT JAN - JUN 2015 | FINANCIAL DATA

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KEYFIGURES OF RIB GROUP (IFRS)

€ million unless otherwise indicated 2nd_quarter

2015 2nd_quarter 2014 Change 6 months 2015 6 months 2014 Change Group revenue 19.1 13.3 43.6% 39.3 27.1 45.0% iTWO revenue 7.7 4.0 92.5% 16.6 7.6 118.4% thereof iTWO Key Account 1.1 1.2 -8.3% 2.8 1.3 115.4% thereof iTWO Mass Market 2.1 1.3 61.5% 4.5 2.8 60.7% thereof iTWO SaaS / Cloud 4.5 1.4 221.4% 9.3 3.5 165.7% EBITDA as % of revenue 5.0 26.2% 5.7 42.9% -12.3% 10.8 27.5% 9.2 33.9% 17.4% EBITDA (adjusted)* as % of revenue 5.0 26.2% 3.3 24.8% 51.5% 10.8 27.5% 6.9 25.5% 56.5% EBIT as % of revenue 3.0 15.7% 4.3 32.3% -30.2% 6.7 17.0% 6.4 23.6% 4.7% EBIT (adjusted)* as % of revenue 3.0 15.7% 1.9 14.3% 57.9% 6.8 17.3% 4.1 15.1% 65.9% Profit after tax 2.0 3.5 -42.9% 4.8 5.1 -5.9% Depreciation and amortization from

purcha-se price allocation (PPA) 0.7 0.3 133.3% 1.4 0.7 100.0% Cash flow from operating activities 13.5 11.6 16.4% Free cash flow 8.8 6.3 39.7% Liquid funds and available-for-sale

secu-rities** 139.4 137.9 1.1% Equity ratio** 84.2% 85.0%

Average number of employees 651 584 11.5%

* 6M: EBITDA and EBIT adjusted by currency effects (2015: € -67 thousand; 2014: € +196 thousand) and special effects (2014: € +2,116 thousand) * Q2: EBITDA and EBIT adjusted by currency effects (2015: € +15 thousand; 2014: € +237 thousand) and special effects (2014: € +2.116 thousand)

** Presentation of previous as of December 31, 2014

13 Large-Deals during

the first half of the 2015

Big Move into Spanish

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THE RIB SHARE

Performance of the RIB share

During the first half of 2015, the positive trend in RIB shares was confirmed with an increase in the share price to € 14.47 (Xetra closing price 30 June 2015). This represents a growth of 32.3% as of 30 June 2015 and a market capitalisation increase for RIB Software AG to approx. € 629 million. Analysts Hauck & Aufhäuser, Berenberg and Equinet continue to give the RIB share a clear buy recommendation. Experts categorise the RIB share as having a target price of between € 16 and € 19. This target price was validated in July when a new record price of € 16.94 was attained. On 30 July 2015, the Xetra closing price for RIB shares was € 16.80, which equates to an increase of 53.6% since the beginning of the year.

Dividend payment of € 0.16 per share

At this year’s Annual General Meeting on 10 June 2015, the proposed dividend of € 0.16 per share was approved and around € 6.8 million worth of shares were distributed to shareholders. In the previous financial year, a dividend of € 0.06 per share was paid.

RIB share price performance January 2015 - July 2015

€9.85 €10.94 €12.03 €13.13 €14.22 €15.32 €16.41 90% 100% 110% 120% 130% 140% 150% 160%

January February March April May June July RIB Soware AG TecDAX

€17.50

5 THE RIB SHARE | INTERIM REPORT JAN - JUN 2015 | RIB SOFTWARE AG

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RIB SOFTWARE AG | INTERIM REPORT JAN - JUN 2015 | INTERIM GROUP MANAGEMENT REPORT

INTERIM GROUP MANAGEMENT REPORT

REPORT ON RESULTS OF OPERATIONS, FINANCIAL POSITION

AND NET ASSETS

RIB Group turnover increased by 45.0% to € 39.4 million

iTWO Software & Cloud revenues reached € 16.6 million (+118.4%)

Due to a successful first half of 2015, in which we completed 13 out of a total of 25 planned phase II / III deals, Group turnover increased by 45.0% to € 39.3 million (previous year: € 27.1 million).

It was pleasing to see that iTWO Software and Cloud revenues saw an increase of 118.4% to € 16.6 million (pre-vious year: € 7.6 million). Adjusted for acquisitions, overall sales grew by 22.9% to € 33.3 million during the first six months (previous year: € 27.1 million). The increase in demand of small and medium-sized enterprises (“mass market”) in Germany for iTWO 5D sharply increased by 60.7% in the first half year. The RIB Group also experienced significant international growth during this six month period with sales growing by 103.1% to € 19.5 million (previous year: € 9.6 million) while the growth was 66.7% excluding the acquisitions.

Accrued maintenance revenues increased by 11.2% to € 11.9 million (previous year: € 10.7 million). Recurring revenue (Maintenance and SaaS) now account for 54,2% of total revenue (previous year: 52.4%). Low-margin consulting revenues grew by 43.1% to € 9.3 million (previous year: € 6.5 million).

Operating EBT

*

_{increased by 65.9% to € 6.8 million}

With an increase of 56.5%, operating EBITDA* for the first half of the year rose to € 10.8 million (previous year: € 6.9 million). Operating pre-tax profits* grew by 65.9% to €6.8 million (previous year: €4.1 million). Pre-tax profits increased to € 6.7 million (previous year: € 6.4 million). Net profit reached € 4.8 million in the first six months (previous year: € 5.1 million). Overall PPA amortization doubled from € 0.7 million in the previous year to € 1.4 million.

During the reporting period, R&D expenses increased by 26.7% to € 3.8 million (previous year: € 3.0 million) due to the acquisition of Byggeweb in the third quarter of 2014 and the strengthening of our development team in the area of cloud solutions.

Distribution and marketing costs amounted to € 8.1 million (previous year: € 6.3 million). Administrative expenses amounted to € 4.5 million (previous year: € 3.0 million). The average number of employees rose to 651 (previous year: 584). This rise is primarily due to the integration of Byggeweb and xTWO and the increase in development capacities for web-based solutions.

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7 INTERIM GROUP MANAGEMENT REPORT | INTERIM REPORT JAN - JUN 2015 | RIB SOFTWARE AG

High cash and cash equivalents of € 139.4 million

Free cashflow grew by 39.7% to € 8.8 million

Equity ratio of 84.2%

In the first half of 2015, the RIB Group generated a net cash flow from operating activities of € 13.5 million (previous year: € 11.6 million). The net cash flow of € -4.7 million from investment activity for the reporting period was slightly less than the previous year (€ -5.3 million). In the 2014 financial year, this included payments for consolidated com-panies acquisitions of € -0.9 million. Net cash flow from financing activity of € -9.5 million (previous year: € -2.2 mil-lion) mostly includes dividend payments of € -6.8 million (previous year: € -2.2 milmil-lion) and payments made for the redemption of other financial liabilities of € -2.7 million (previous year: € 0.0 million) relating to the acquisition of Byg-geweb in Denmark. Free cash flow improved in the first half of the year from € 6.3 million to € 8.8 million representing an increase of 39.7%.

After dividend pay-out, liquid assets including fixed interest securities amounted to € 139.4 million (31 December 2014: € 137.9 million) by the end of the first half of the year.

Shareholder’s equity totaled € 229.6 million (31 December 2014: € 226.4 million). For this reason, the equity ratio amounted to 84.2% (31 December 2014: 85.0%).

Trade payables amounted to € 1.7 million (31 December 2014: € 1.5 million). Trade receivables rose slightly to € 14.3 million (31 December 2014: € 13.8 million).

OPPORTUNITY AND RISK REPORT

With respect to the significant opportunities and risks posed by the expected development of the RIB Group, please refer to the opportunities and risks described in the Group Management Report of 31 December 2014.

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RIB SOFTWARE AG | INTERIM REPORT JAN - JUN 2015 | INTERIM GROUP MANAGEMENT REPORT

FORECAST REPORT

As a result of the 14 already achieved Phase II and III Deals by the end of July and due to our current deal pipeline, we anticipate continued growth in the demand for 5D technologies and cloud software for the construction industry over the second half of the year. As a result we are optimistic to reach again an 80% increase of Phase II/III deals this year.

We hereby reaffirm our forecast from the beginning of the year for an annual turnover of € 85 million (+21%) to € 95 million (+36%) and an EBITDA of € 29 million to € 36 million.

By adding web-based solutions to our iTWO platform in the future we see a number of mixed forms of licence and SaaS deals besides traditional licence and pure SaaS deals. In order to improve comparability we clustered our deal volume for Phase II / III deals into the time period of signing and four subsequent years. The following two examples will illustrate the calculation:

Example of a Phase-II iTWO Licence Deal*:

Item Number Unit price (USD) Total (USD)

Licence Deal 50 10,000 500,000

Consulting / Training (20% of licence fee) 100,000

Annual Maintenance fee (18% of licence fee)

First 6 months (July to December) 45,000

Year 1 after Signing 90,000

Total in USD 1,005,000

* 4 years total contract amount is between 500,000 USD and 5 million USD

Example for a Phase-III iTWO Licence and SaaS Deal*:

Item Number Unit price (USD) Total (USD)

Licence & SaaS Deal 300 8,000 2,400,000

Consulting / Training (20% of licence fee) 480,000

Annual Maintenance fee (18% of licence fee) + SaaS fee

First 6 months (July to December) 240,000

Total in USD 5,720,000

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9 INTERIM GROUP MANAGEMENT REPORT | INTERIM REPORT JAN - JUN 2015 | RIB SOFTWARE AG

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RIB SOFTWARE AG | INTERIM REPORT JAN - JUN 2015 | CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Consolidated income statement

For the period: 01.01.2015 to 30.06.2015 € thousand, unless otherwise indicated

Note 2nd quarter 2015 2nd quarter 2014 6 months 2015 6 months 2014

Revenue (4) 19,152 13,330 39,361 27,122

Cost of sales -8,454 -5,472 -16,581 -10,850

Gross profit 10,698 7,858 22,780 16,272

Other operating income (5) 357 2,504 775 2,706

Marketing and distribution costs -3,967 -3,042 -8,065 -6,340 General administrative expenses -2,233 -1,482 -4,508 -3,003 Research and development expenses -1,866 -1,454 -3,772 -2,980

Other operating expenses (6) -28 -103 -484 -260

Financial income 49 79 98 164

Finance costs -93 -54 -139 -162

Profit before tax 2,917 4,306 6,685 6,397

Income taxes -942 -760 -1,926 -1,335

Profit after tax 1,975 3,546 4,759 5,062

Result per share on the basis of the share earnings of the shareholders of RIB Software AG:

basic and diluted (8) € 0.04 € 0.10 € 0.11 € 0.14

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11 CONSOLIDATED INTERIM FINANCIAL STATEMENTS | INTERIM REPORT JAN - JUN 2015 | RIB SOFTWARE AG

Consolidated statement of comprehensive income

For the period: 01.01.2015 to 30.06.2015 € thousand

2nd quarter

2015 2nd quarter 2014 6 months 2015 6 months 2014

Profit after tax 1,975 3,546 4,759 5,062

Components reclassified with no effect on profit and loss:

Revaluations -76 5 -153 10

Other consolidated comprehensive income after taxes for

components reclassified with no effect on profit and loss -76 5 -153 10

Components reclassified in subsequent periods with an effect on profit and loss:

Exchange differences -2,497 722 5,053 669

Changes in value of available-for-sale securities 0 -3 -5 15

Other consolidated comprehensive income after taxes for

components reclassified with an effect on profit and loss -2,497 719 5,048 684

Other consolidated comprehensive income after taxes -2,573 724 4,895 694

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Consolidated statement of financial position as of 30.06.2015 and

31.12.2014

€ thousand

Note 30.06.2015 31.12.2014

Goodwill (9) 54,453 52,951

Other intangible assets 45,809 44,575

Property, plant and equipment 7,365 6,836

Investment properties 6,149 5,732

Prepaid land use lease payments 1,091 1,015

Other assets 63 63

Deferred tax assets 392 199

Total non-current assets 115,322 111,371

Inventories 149 109

Trade receivables 14,337 13,826

Available-for-sale securities (10) 35 273

Other assets 3,413 2,992

Cash and cash equivalents 139,394 137,621

Total current assets 157,328 154,821

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€ thousand 30.06.2015 31.12.2014 Subscribed capital 43,467 43,467 Treasury shares -5,543 -5,543 Capital reserves 135,421 135,157 Legal reserves 60 60

Accumulated other consolidated comprehensive income 7,237 2,342

Retained earnings 48,968 50,963

Equity attributable to owners of the parent 229,610 226,446

Total equity 229,610 226,446

Pension provisions 3,772 3,579

Other finance liabilities 2,239 2,286

Deferred tax liabilities 12,270 11,604

Total non-current liabilities 18,281 17,469

Trade payables 1,652 1,529

Provisions for income taxes 4,779 5,398

Other provisions 1,098 1,056

Accruals 2,914 3,511

Deferred revenue 12,925 4,959

Other financial liabilities 97 2,669

Other liabilities 1,294 3,155

Total current liabilities 24,759 22,277

Total liabilities 43,040 39,746

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Accumulated other comprehensive

income Issued capital Capital reserves Legal reserves Changes in value of avai -lable-for-sale securities Foreign currency translation reserve Revalua -tions Treasury shares Re -tained earnings Equity attributa -ble to owners of parent Non-con -trolling interests

Total equity according to consolidated statement of financial

position 38,715 80,768 56 -19 -2,954 -1 13 -6,240 32,397 142,610 67 142,677 - - - - - - - 5,062 5,062 - 5,062 - - 15 669 10 - -694 - 694 0 0 0 15 669 10 0 5,062 5,756 0 5,756 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -2,238 -2,238 - -2,238 - -23 - - - - - - -23 -67 -90 - 45 - - - - - - 45 - 45 38,715 80,790 56 -4 -2,285 -103 -6,240 35,221 146,150 0 146,150 43,467 135,157 60 5 2,758 -421 -5,543 50,963 226,446 0 226,446 - - - - - - - 4,759 4,759 - 4,759 - - -5 5,053 -153 -4,895 - 4,895 0 0 0 -5 5,053 -153 0 4,759 9,654 0 9,654 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -6,754 -6,754 - -6,754 - - - - - - - - - - - - - - - - - - - 264 - - - - - - 264 - 264 43,467 135,421 60 0 7,81 1 -574 -5,543 48,968 229,610 0 229,610

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Consolidated statement of cash flows

For the period: 01.01.2015 to 30.06.2015 € thousand

6 months

2015 6 months 2014

Cash flows from operating activities:

Profit before tax 6,685 6,397

Adjustments for:

Depreciation of property, plant and equipment 314 301

Amortisation of intangible assets 3,635 2,417

Depreciation of investment property 76 69

Changes in valuation allowances for trade receivables 78 -4

Other non-cash items 226 -2,398

Interest expense and other finance cost 139 162

Financial income -98 -164

11,055 6,780

Working capital adjustments:

Increase/decrease(-) in provisions and deferred liabilities -362 -388 Increase(-)/decrease in receivables and other assets -1,074 -922 Increase/decrease(-) in liabilities

from trade payables and other liabilities 6,305 6,705

Cash generated from operations 15,924 12,175

Interest paid 0 0

Interest received 34 88

Income taxes paid -2,428 -695

Net cash flows from operating activities 13,530 11,568

Proceeds from the disposal of non-current assets 0 9

Purchase of property, plant and equipment -347 -465

Purchase/production of intangible assets -4,579 -4,018

Purchase of consolidated companies net of cash acquired 0 -890 Purchase(-)/sale of available-for-sale securities 242 65

Net cash flows from investing activities -4,684 -5,299

Dividends paid -6,754 -2,238

Payments made to minority shareholders -60 0

Payments made for redeeming other financial liabilities -2,696 -2

Payments made for finance leases 0 -1

Net cash flows used in financing activities -9,510 -2,241

Change in cash and cash equivalents impacting cash flow -664 4,028

Cash and cash equivalents at the beginning of the period 137,621 78,378 Currency-related change in cash and cash equivalents 2,437 502

Cash and cash equivalents at the end of the period 139,394 82,908

Composition of cash and cash equivalents:

Liquid funds, unrestricted 136,214 81,183

Liquid funds, restricted 3,180 1,725

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NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Corporate information

This condensed consolidated interim financial statement of RIB Software AG (the “Company”) and its subsidiaries (collectively the “Group”) was drawn up according to the regulations of the International Financial Reporting Stan-dards (IFRS). It complies in particular with the IAS 34 regulations “Interim reporting”.

The condensed consolidated interim financial statement has not been subjected to auditing inspection or a general audit.

Our business activity is in some respects subject to seasonal fluctuations.

In the past the revenue in the fourth quarter tended to be higher than in the individual preceding quarters. The inte-rim results can therefore only be regarded as an indicator for the results of the entire financial year.

This condensed and unaudited consolidated interim financial statement should be read with the audited IFRS con-solidated financial statements of RIB Software AG as of 31 December 2014.

Due to the representation of the numbers in € thousands, rounding differences may arise in individual items.

2. Accounting policies

In drawing up the consolidated interim financial report the same accounting policies and calculation methods were used as in the consolidated financial statements as of 31 December 2014.

3. Consolidated group

During the reporting period, RIB FZ Limited Liability Company, Fujairah, United Arab Emirates suspended its busi-ness activities and was dissolved on 30 June 2015 and removed from the relevant companies register.

4. Revenue

Revenue breaks down as follows: € thousand

6 months

2015 6 months 2014

Software licences 8,748 6,433

Software as a service / cloud 9,343 3,460

Total software licences and software as a service / cloud 18,091 9,893

Maintenance 11,931 10,720

Consulting 9,339 6,509

Total revenue 39,361 27,122

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5. Other operating income

Other operating income include primarily foreign exchange effects arising from cash and cash equivalents and exch-ange gain arising from available-for-sale securities.

6. Other operating expenses

Other operating expenses include foreign exchange expenses arising from cash and cash equivalents, foreign cur-rency differences due to intercompany consolidation and other expenses not attributable to the functional positions.

7. Expenses for employee benefits and number of employees

Expenses for employee benefits

€ thousand

6 months

2015 6 months 2014

Wages and salaries 16,581 13,023

Social security and pension costs 2,651 2,440

Total 19,232 15,463

Average number of employees

6 months

2015 6 months 2014

General administration 91 74

Research & development 261 239

Sales & marketing 120 99

Support & consulting 179 172

Total 651 584

8. Earnings per share – basic and diluted

Earnings per share are calculated on the basis of the profit share of the shareholders in RIB Software AG as shown in the following table:

€ thousand

6 months

2015 6 months 2014

Profit share of the shareholders of RIB Software AG – basic and diluted 4,759 5,062

Shares in thousand

6 months

2015 6 months 2014

Weighted average of shares in circulation - basic 42,210 37,299

Dilution effect 241 74

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The average commercial value of the Company’s shares used to calculate the dilution effect of existing share op-tions is based on the quoted market prices for the period in which the opop-tions were in circulation.

9. Goodwill

€ thousand

30.06.2015 31.12.2014

License / Software Segment 32,234 31,424

SaaS / Cloud Segment 13,561 13,299

Professional Services Segment 4,315 4,160

GZ TWO development unit 3,449 3,174

ARRIBA Finance 894 894

Total 54,453 52,951

The change in carrying amounts by € 1,502 thousand was attributable to currency translation effects of goodwill held in local currency, which were recognised outside profit or loss.

10. Available-for-sale securities

Available-for-sale securities comprise short-term sovereign corporate bonds of foreign companies in US dollars. The fair values of the corporate bonds are based on quoted prices on an active market.

11. Segment information

Please refer to section (8) of our consolidated financial statements for the 2014 financial year for information on the basis of our segment reporting and notes on the segments.

The tables below show the segment revenue, segment results and reconciliations with the revenue shown in the consolidated income statement and comprehensive income.

€ thousand

6 months 2015

License / Software SaaS / Cloud Prof. Services Total

Total revenue, external sales 20,679 9,343 9,339 39,361

Cost of sales -5,528 -3,269 -7,784 -16,581

Research and development expenses -2,706 -1,066 0 -3,772

Segment profit (EBIT) 12,445 5,008 1,555 19,008

Interest income and expense -41

Other unallocated income and expenses -12,282

Profit before tax (EBT) 6,685

Income tax expense -1,926

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€ thousand

6 months 2014

License / Software SaaS / Cloud Prof. Services Total

Total revenue, external sales 17,153 3,460 6,509 27,122

Cost of sales -4,869 -334 -5,647 -10,850

Research and development expenses -2,165 -815 0 -2,980

Segment profit (EBIT) 10,119 2,311 862 13,292

Interest income and expense 2

Other unallocated income and expenses -6,897

Profit before tax (EBT) 6,397

Income tax expense -1,335

Profit after tax 5,062

The other non-allocated income and expenses include other operating income, general management expenses, sales and marketing costs and other operating expenses.

Geographic information

Revenue by geographic area (based on the location of customers) breaks down as follows: € thousand

6 months

2015 6 months 2014

EMEA (Germany, Europe, Middle East and Africa) 28,731 19,667

APAC (Asia Pacific) 2,621 2,336

North America 8,009 5,119

Total revenue 39,361 27,122

12. Disclosures on assets and liabilities measured at fair value on first recognition

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments: ▪Level 1:

fair values measured based on quoted prices (unadjusted) in active markets for identical assets or liabilities ▪Level 2:

„fair values measured based on valuation techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly“

▪Level 3:

„fair values measured based on valuation techniques for which any inputs which have a significant effect on the recorded fair value are not observable, either directly or indirectly“

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Financial assets measured at fair value as of 30 June 2015: € thousand

Level 1 Level 2 Level 3 Total

Available-for-sale financial assets:

Corporate bonds 35 - - 35

Financial assets measured at fair value as of 31 December 2014: € thousand

Available-for-sale financial assets:

Corporate bonds 273 - - 273

Financial liabilities measured at fair value as of 30 June 2015: € thousand

Financial liabilities:

Derivatives - 466 1,690 2,156

Financial liabilities measured at fair value as of 31 December 2014: € thousand

Financial liabilities:

Derivatives - 564 1,681 2,245

The financial liabilities measured at fair value are derivative financial liabilities from company acquisitions. The derivatives allocated to level 2 are liabilities whose amount depends on the future price performance of RIB Software AG’s share. If the share exceeds an agreed minimum rate in the period up until April 2017, the liability shall be increased up to an agreed maximum amount. If the performance targets are not met, a fixed minimum amount must be paid. We assume that the performance targets will be met and have therefore recognised the liabilities at the present value of the agreed maximum amount.

The derivatives allocated to level 3 are liabilities from option agreements related to the acquisition of RIB Cosinus GmbH, Freiburg (hereinafter referred to as RIB Cosinus) and xTWO GmbH, Frankfurt am Main (hereinafter referred to as xTWO).

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Under the agreement dated 24 November 2014, RIB Software AG acquired 75% of the shares in xTWO. Alongsi-de this, a put option agreement was concluAlongsi-ded concerning the transfer of the remaining shares (25%), leading to recognition of a derivative financial liability. If the purchase option is exercised, RIB Software AG is obligated to pay a fixed purchase price of € 500 thousand. The financial liability from the acquisition of xTWO was determined by discounting this strike price as of the acquisition date using an interest rate of 1.25%, which is appropriate for the respective period and risk. The fair value of the financial liability from the put option as of the acquisition date is thus € 474 thousand.

As the exercise of the put option requires continued employment of the owner of the option, a part of this contingent consideration is attributable to a transaction in the form of a consideration arrangement, which is to be considered separate from the company acquisition. Based on the purchase price for 75% of the shares, we have derived an amount of € 158 thousand for the proportion attributable to the financial obligation from the company acquisition, and an amount of € 316 thousand for the proportion attributable to the separate transaction, which is accumulated over a period of 26 months at the expense of personnel expenses through profit or loss. This results in a personnel expense of € 73 thousand in the reporting period. Further, the accrued interest from the financial liabilities results in an interest expense of € 1 thousand.

The financial liability from the acquisition of RIB Cosinus results from mutually agreed buy and sell options for the transfer of the outstanding stake of 20% to this company. The options may be exercised for a period of six months starting from 1 August 2016 under certain circumstances, or else from 1 August 2018. The option price is based on the value of RIB Cosinus as a going concern at the time the option is exercised. However, the option price is limited by a contractually agreed minimum price (€ 1,100 thousand) as well as a maximum price (€ 1,900 thousand). As re-gards the subsequent valuation of the financial liability from the acquisition of RIB Cosinus, the expected enterprise value that will arise in the event of application of the valuation method agreed in the purchase agreement at the time of the option was determined in the 2014 financial year on the basis of updated budget figures. Alternative future scenarios were taken into account.

There were no significant changes compared to 31 December 2014 with respect to the valuation parameters. For further detail, please see Section 38 of our consolidated financial statements of the financial year 2014.

The subsequent valuation of the financial liability was undertaken by discounting this purchase price on the balance sheet date using a risk-compliant interest rate corresponding to the respective term of 1.02% or 1.25%.

From the interest accrued on purchase price liabilities results an interest expense of € 9 thousand.

No reallocations between Levels 1 and 2 and reallocations to or from Level 3 were undertaken during the reporting period.

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The financial liabilities valued at fair value developed as follows in the reporting period: € thousand

2015

As of 1 January 2,245

Changes without effect on profits

Repayments -79

Change arising from currency translation 38

Other disposals -112

-153 Changes with effect on profits

Expenses from the subsequent valuation of purchase price liabilities (other operating expenses) 51 Expenses from the interest accrued on purchase price liabilities (finance expenses) 13

64

As of 30 June 2,156

Material valuation parameters were subjected to a sensitivity analysis for measuring the purchase price liabilities. The calculations carried out for this purpose by the Group were undertaken separately for the valuation parameters classified as material. An increase or decrease in the material assumptions would have had the following effects on the carrying amounts of the purchase price liabilities on level 3 of € 1,690 thousand:

€ thousand

Valuation parameter

Sensitivity Carrying amount Discounting interest rate used for the discounting period + 1 %-point 1,646 Discounting interest rate used for the discounting period - 1 %-point 1,736 Growth rate in the budgeted revenues in the budget period + 10,0 % 1,715 Growth rate in the budgeted revenues in the budget period - 10,0 % 1,635

13. Events after the balance sheet date

Under the agreement dated 03 July 2015, the Group acquired a 100% shareholding in SOFT SA Madrid, Spain. The consideration includes a fixed component amount of € 10,000 thousand payable immediately upon closing of transaction, with a fixed component amount of € 2,300 thousand payable in RIB shares upon completion of transacti-on at a fixed price per share, altransacti-ong with a payment of € 1,000 thousand as a so-called earn-out comptransacti-onent, depen-ding on the RIB Software AG share price, within one calendar year of the closing date. SOFT SA is a construction software company based in Spain that specialises in the sales and development of costing software and is active in the Spanish and Latin American markets.

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23 DECLARATION OF THE LEGAL REPRESENTATIVES | INTERIM REPORT JAN - JUN 2015 | RIB SOFTWARE AG

DECLARATION OF THE LEGAL REPRESENTATIVES

We hereby confirm that to the best of our knowledge, the interim consolidated financial statements give a true and fair view of the net assets, financial position and results of operations of the Group and the interim Group manage-ment report gives a true and fair view of the business performance, including the results of operations and the situation of the Group, and describes the main opportunities and risks and anticipated development of the Group in the remaining financial year, in accordance with the applicable framework for interim financial reporting.

Stuttgart, 31 July 2015

RIB Software AG

Stuttgart

The Executive Board

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RIB SOFTWARE AG | INTERIM REPORT JAN - JUN 2015 | FURTHER INFORMATION

FURTHER INFORMATION

Financial Calendar

30 October 2015

Interim Report (January - September 2015) Analyst Conference Call

Contact

RIB Software AG

Vaihinger Straße 151 70567 Stuttgart Germany

Investor Relations

Phone: +49 (0) 711 7873-191 Fax: +49 (0) 711 7873-311 E-Mail: [email protected] Internet: group.rib-software.com

Imprint

Published by:

RIB Software AG Vaihinger Straße 151 70567 Stuttgart Germany

Responsible for content:

RIB Software AG, Stuttgart

Photos:

Title: Shutterstock July 2015

Trademarks:

RIB, RIB iTWO, ARRIBA, the RIB logo and the iTWO logo are registered Trademarks of RIB Software AG in Germa-ny und optionally in other countries. All other trademarks and product names is property of the respective owners. After deadline changes may have occurred. RIB does not guarantee its accuracy.

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RIB Software AG Investor Relations Vaihinger Straße 151 70567 Stuttgart Germany Phone: +49 711 7873-191 Fax: +49 711 7873-311 E-Mail: [email protected] Internet: group.rib-software.com