Software AG: Software AG supports increased Silver Lake Offer

Darmstadt (pta048/04.05.2023/19:07 UTC+2)

• Increased offer with high degree of certainty for shareholders

• Independent Takeover Committee of Supervisory Board members was put in place following first approach from Silver Lake (prior to 21 April 2023) to ensure fiduciary duty to all stakeholders

• Shared strategic vision for Software AG as a successful, independent company headquartered in Darmstadt, Germany

Darmstadt, Germany – May 04, 2023: Software AG (the "Company"; Frankfurt TecDAX®: ISIN DE000A2GS401) has today agreed with Blitz 22-449 SE (the "Investor"), a holding company controlled by funds managed or advised by Silver Lake Technology Management, L.L.C. ("Silver Lake") to amend the investment agreement concluded on April 21, 2023. In this amendment agreement, Silver Lake and the Company have agreed a higher offer price to Software AG's shareholders of €32.00 per share.

The revised offer price would represent an even more attractive premium of 63.3 percent to the XETRA closing price of Software AG shares on 20 April 2023. It would also offer a substantial premium of 57.5 percent to the three-month volume-weighted average share price. It would imply an equity value of Software AG of approximately €2.4 billion.

When Silver Lake first approached Software AG after securing exclusivity with the Software AG Foundation, the Silver Lake representatives on the Supervisory Board recused themselves and an independent Takeover Committee of independent Supervisory Board members was created to assess the offer.

This was the first approach that the Company received and led to the announcement of a voluntary public tender offer to all shareholders of Software AG at a price of €30.00 per share on April 21, 2023. Following this announcement, the Company's Management Board and the independent Takeover Committee on behalf of the Supervisory Board also received and reviewed a preliminary, non-binding offer from a US Software competitor, subject to a number of conditions precedent.

In line with its fiduciary duty, the Management Board and the independent Takeover Committee on behalf of the Supervisory Board of Software AG, working with its external advisors, have reviewed this second offer; price, deal certainty, outstanding due diligence requirements, confirmation of financing, strategic fit and impact on all stakeholders. Based on this assessment, the Management Board has subsequently negotiated with Silver Lake an increase in the offer price. Following this process, the Management Board and the independent Takeover Committee support the revised Silver Lake offer and intend to recommend acceptance of the offer in their reasoned statement. As a consequence of the increased Silver Lake offer, the Company does not intend to enter into discussions with the US competitor which has delivered the preliminary, non-binding offer. The Company notes the recent media speculation about an offer at €34 per share. This non-binding offer was subject to specific conditions that were not achievable.

As previously announced, Silver Lake has secured a 30.1 percent stake in the Company and its fully binding share purchase agreement with the Foundation for a 25.1 percent stake does not include carve-outs for other offers. Silver Lake has also announced that it has acquired an additional 5 percent stake in Software AG bringing its total holding to over 30 percent.

The transaction is fully funded with equity and debt financing in place.

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Disclaimer

This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The voluntary public takeover offer for the outstanding ordinary shares (including ordinary shares represented by American depositary receipts) of Software AG (together with its consolidated subsidiaries, the "Software AG Group") has not commenced. The terms and conditions of the takeover offer will be published in, and the solicitation and offer to purchase ordinary shares (including ordinary shares represented by American depositary receipts) will be made only pursuant to the offer document and related offer materials prepared by Silver Lake and as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). Once Silver Lake has obtained the necessary permission from BaFin, the offer document and related offer materials will be published in Germany; in addition, Software AG's Management Board and Supervisory Board will publish a statement pursuant to Sec. 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG). The offer document for the takeover offer (in German and in English) containing the detailed terms and conditions of, and other information relating to, the takeover offer will, among other things, be published on the internet at www.offer-2023.com.

Acceptance of the takeover offer by shareholders that are resident outside Germany and the United States may be subject to further legal requirements. With respect to the acceptance of the takeover offer outside Germany and the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.

The Tender Offer Statement (including the offer document, a related letter of transmittal and other related offer materials) and any related statement, as they may be amended from time to time, as well as the Management and Supervisory Board's statement pursuant to Sec. 27 WpÜG will contain important information that should be read carefully before any decision is made with respect to the takeover offer because they, and not this document, will govern the terms and conditions of the takeover offer.

This document constitutes neither an offer nor recommendation to subscribe or buy in any other way securities of Software AG or any of the companies that are members of the Software AG Group at present or in the future, nor does it form part of such an offer and it should not be understood as such. This document does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States of America or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Securities of Software AG may not be offered or sold in the United States of America without registration or exemption from registration in accordance with the U.S. Securities Act of 1933, as amended.

Cautionary statement regarding forward-looking statements

This document contains forward-looking statements, including statements regarding the expected consummation of the proposed transaction and Software AG's future performance, which involves a number of risks and uncertainties, including the satisfaction of closing conditions for the transaction, the possibility that the transaction will not be completed, the failure to retain key Software AG employees, customers and partners, uncertainty regarding the anticipated benefits of the transaction and the failure of the parties to achieve anticipated goals of the transaction, and other risks and uncertainties discussed in Software AG's public disclosure, as well as the offer document to be filed by Silver Lake and the statement pursuant to Sec. 27 WpÜG to be published by Software AG's Management and Supervisory Board. These documents and statement are based on current expectations, assumptions, estimates and projections, and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Software AG and Silver Lake, that may cause results, levels of activity, performance or achievements to be materially different from any future statements. These statements are generally identified by words or phrases such as "believe", "anticipate", "expect", "intend", "plan", "will", "may", "should", "estimate", "predict", "potential", "continue" or the negative of such terms or other similar expressions. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and you should not place undue reliance on these statements. Software AG undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise, unless expressly required to do so by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

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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