Software AG: Software AG’s growth strategy gains backing from Silver Lake with €344.3 million PIPE investment;

Changes in Supervisory Board expected to reflect the strategic partnership.

Darmstadt (pta043/13.12.2021/21:30 UTC+1)

Today, Software AG (MDAX, ISIN DE000A2GS401 / SOW) entered into a strategic partnership with Silver Lake, a global technology investor with strong software expertise and a proven track record of creating value in software companies as they drive growth. With this partnership Silver Lake has committed to invest in and support Software AG to further accelerate its growth as part of its Helix strategy.

The parties agree that Silver Lake will be adequately represented on the Supervisory Board of Software AG. To this end, Karl-Heinz Streibich, the chairman of the Supervisory Board, and Ralf Dieter, chairman of the Audit Committee, today stepped down from office with effect as of January 31, 2022. It is intended that Christian Lucas, Managing Director of Silver Lake and co-head of the firm’s activities in Europe, and Jim Whitehurst, former CEO of Red Hat, will join the Supervisory Board as soon as possible thereafter. Based on discussions between Silver Lake, the Company and the current supervisory board members, it is expected that Christian Lucas will be elected as new chairman of the Supervisory Board.

Silver Lake has undertaken to invest €344.3 million in Software AG by subscribing for convertible bonds amounting to approximately 10 percent of the currently issued share capital. The subordinated unsecured convertible bonds shall be issued by the Company under exclusion of subscription rights of the shareholders and shall have a coupon of 2 percent, a 20 percent conversion premium and a maturity of 5 years. The reference price amounts to €38.78 (XETRA closing price on December 10, 2021), leading to an initial conversion price of €46.54. The convertible bonds are expected to be issued in January 2022.

A webcast for financial analysts and investors will take place on Tuesday, December 14, 2021, at 10:00 CET (09:00 GMT). Please pre-register to receive dial-in details at www.softwareag.com/investors

Darmstadt, December 13, 2021

Software AG

The Management Board

Person making the notification:

Robin Colman

Senior Vice President of Corporate Development and Investor Relations

E-Mail: robin.colman@softwareag.com

Tel: +49 6151 92-1274

Additional Information

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Software AG in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities described in this announcement will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

This announcement may include forward-looking statements, estimates, opinions and projections based on the beliefs of Software AG management. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'may,' 'will' or 'should' or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management board of Software AG with respect to future events and results and are subject to significant known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such statements due to factors including changes in general economic and business conditions, changes in currency exchange, the introduction of competing products, lack of market acceptance of new products, services or technologies and changes in business strategy. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this announcement.

Software AG undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. Software AG accepts no liability whatsoever in respect of the achievement of such forward-looking statements.

End of the Ad hoc Disclosure

(end)

Emitter:	Software AG Uhlandstraße 12 64297 Darmstadt Germany
Contact Person:	Investor Relations
Phone:	+49 615192-1900
E-Mail:	Investor.Relations@softwareag.com
Website:	www.softwareag.com
ISIN(s):	DE000A2GS401 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Hamburg, Hannover, Munich, Stuttgart, Tradegate