Software AG: Silver Lake secures majority of shares in Software AG

Darmstadt (pta023/03.07.2023/13:25 UTC+2)

• 63.44 percent of Software AG shares secured as of June 28, 2023
• Software AG welcomes important step towards deepened strategic partnership with Silver Lake
• Additional acceptance period ends on July 17, 2023

Darmstadt, Germany – July 3, 2023: The planned deepened strategic partnership between Software AG and Silver Lake has reached an important milestone. Mosel Bidco SE, a holding company controlled by funds managed or advised by Silver Lake, announced today that the total number of Software AG shares for which its voluntary public tender offer has been accepted plus the total number of Software AG shares held by Silver Lake (including shares for which Silver Lake has entered into agreements to acquire such shares) amounts to 46,946,036 Software AG shares at the end of the acceptance period on June 28, 2023. This corresponds to approximately 63.44 percent of the share capital of Software AG.

Sanjay Brahmawar, Software AG CEO, commented: "Silver Lake becoming our majority shareholder is an important milestone for our business and will enable us to accelerate the execution of our strategy, as we transition to a cloud first business and intensify our focus on the cloud application and data integration market. The Management Team and I are confident that Silver Lake's ownership is in the best interests of all Software AG stakeholders and are excited by what we can achieve in the future."

Pursuant to section 16 of the German Securities Acquisition and Takeover Act (WpÜG), shareholders who have not yet tendered their shares can still accept the offer at the offer price of €32.00 per share during an additional acceptance period of two weeks. This commences on July 4, 2023 and ends on July 17, 2023, 24:00 hrs (CEST).

The completion of the offer remains subject to regulatory clearances. Closing of the transaction is expected in the fourth quarter of 2023.

About Software AG

Software AG simplifies the connected world. Founded in 1969, it helps deliver the experiences that employees, partners and customers now expect. Its technology creates the digital backbone that integrates applications, devices, data and clouds; empowers streamlined processes; and connects "things" like sensors, devices and machines. It helps 10,000+ organizations to become a truly connected enterprise and make smarter decisions, faster. The Company has about 5,000 employees across more than 70 countries and annual Group revenue of more than €950 million.

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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 terms and conditions for 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") have been 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, 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, 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 published by Silver Lake. 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