24/02/2009 Ad-hoc News EN
SHS Viveon

SHS VIVEON AG: Board of Directors resolves convertible bond of EUR 4.0 million

SHS VIVEON AG / Issue of Debt

Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

Martinsried, February 24, 2009 - The Board of Directors of SHS VIVEON AG on
February 24, 2009 has resolved to issue a convertible bond with the volume
of up to EUR 4,0 million. The Supervisory Board has approved this
resolution on February 24, 2009. The convertible bond will be issued with
shareholders' subscription rights based on the authorization issued to the
Board of Directors and Supervisory Board by the ordinary general meetings
on July 5, 2006 and June 20, 2007.

SHS VIVEON AG is in a difficult financial situation. The issue of the
convertible bond represents the central measure in course of the ongoing
recapitalization, which was initiated by the Board of Directors and the
Supervisory Board at the end of 2008. In a first step the extraordinary
general shareholder meeting of SHS VIVEON AG on February 10, 2009 has
approved a reduction of the share capital at the ratio of 40 to 1 down to
EUR 374,782.00. There were no counter appeals against the records of the
protocol of the general shareholder meeting. The notification for the
registry of the reduction of the share capital was provided to the
responsible register court promptly, but is not executed yet. The Board of
Directors decided to initiate the recapitalization immediately. Therefore
in a second step SHS VIVEON AG will be provided with fresh capital via the
issue of a convertible bond, in order to reduce the increased risk of
accounting insolvency due to the presently low equity capital. Here the
target in particular is to provide the company with sufficient equity
capital in order to be able to cover all potential balance sheet risks in
context with the Spanish subsidiary SHS Polar Sistemas Informáticos S.L..
Furthermore, the proceeds from the convertible bond will be used to
stabilize the tense financial situation of SHS VIVEON AG as well as to
repay part of the convertible bond 2006. It is planned to promptly convert
the convertible bond 2009 into equity capital. The conversion ratio stays
unchanged by the reduction of share capital resolved by the extraordinary
general shareholder meeting on February 10, 2009 (share capital reduction

- End of ad-hoc release -


Information and Explaination of the Issuer to this News:

As part of the convertible bond issue, the company will offer its
shareholders for subscription up to 40,000 bonds, each with a nominal value
of EUR 100. The shareholders are granted statutory subscription rights in
that way that VEM Aktienbank AG, Munich, is authorized to subscribe for and
acquire the bonds with the obligation to offer these to shareholders for
subscription. The subscription ratio is 375 : 1 (i.e., for every 375 shares
held, the shareholder receives the right to acquire one convertible bond).
The subscription period is from February 27, 2009 to March 13, 2009 (each
inclusive). The Board of Directors with the approval of the Supervisory
Board, excluded subscription rights for fractions which result from the
subscription ratio. There will be no trading of subscription rights.

The convertible bonds have a term commencing on March 13, 2009 and ending
after four years on March 12, 2013. The convertible bond bears interest on
its nominal amount of 7.5 % p.a. Interest is paid annually on December 31.
The convertible bond in addition to the conversion right for the bond
holder also contains a mandatory conversion right for the emitter. The
conversion price for a no-par value share is EUR 8.00. The conversion ratio
stays unchanged by the reduction of share capital resolved by the
extraordinary general shareholder meeting on February 10, 2009 (share
capital reduction 2009). In case the share capital reduction 2009 will not
be registered in the public registry until December 31, 2009 the holders of
the bond do have an extraordinary right to terminate the bond.

In the event that not all of the convertible bonds are acquired as part of
the offer for subscription, VEM Aktienbank AG has been engaged to offer the
bonds not acquired to third parties for subscription, with the support of
the company, via a private placement at their subscription price.

In case less than 25,000 convertible bonds are subscribed the issue of the
convertible bond will be cancelled and reversed.

Further details of the issue can be found in the notice of the subscription
offer starting on February 26, 2009 in the electronic federal gazette and
in the statutory publication in the Börsenzeitung. The terms and conditions
which apply to the convertible bond can be viewed and downloaded at SHS
VIVEON AG's Website - www.SHS-VIVEON.com starting on February 26, 2009.

SHS VIVEON AG is a pan-European business and IT consulting firm for
customer management solutions, with a range of products specializing in
customer risk management. SHS VIVEON AG, based in Martinsried (by Munich),
is listed in Frankfurt Stock Exchange's Prime Standard and has a presence
in four European countries with four subsidiaries and eight locations: SHS
VIVEON GmbH (D), SHS VIVEON Schweiz AG (CH), SHS Polar Sistemas
Informáticos S.L. (E) and SHS VIVEON Iberia S.L. (E). SHS VIVEON is one of
Europe's leading providers for customer management with around 400
employees and in excess of 150 customers in 15 countries, of which 30% are
included in Fortune 500 International. SHS VIVEON's customers include
well-known companies from the financial services, industrial and retail and
telecommunications segments, including BayWa, BMW Financial Services,
Credit Suisse, Daimler, Deutsche Telekom, Ingram Micro, RaabKarcher,
Telefonica o2, Orange and SüdLeasing. Further information on the company
can be found at: www.The-Customer-Management-Company.com
24.02.2009 Financial News transmitted by DGAP

Language: English
Fraunhoferstraße 12
82152 Martinsried bei München
Phone: +49 (0)89 747-257-0
Fax: +49 (0)89 747-257-10
E-mail: investor.relations@shs-viveon.com
Internet: www.shs-viveon.com
ISIN: DE0005072409
WKN: 507240
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Hannover, München, Hamburg, Düsseldorf, Stuttgart

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