Software AG: The Management Board of Software AG receives formal request from Mosel Bidco SE for a merger squeeze-out

Darmstadt (pta009/19.01.2024/09:10 UTC+1)

Mosel Bidco SE, Munich ("Mosel Bidco"), a holding company controlled by funds managed or advised by Silver Lake, today notified the Management Board of Software Aktiengesellschaft, Darmstadt (Frankfurt: ISIN DE000A2GS401) ("SAG") of the formal request pursuant to Section 62 para. 1 and para. 5 sentence 1 of the German Transformation Act (Umwandlungsgesetz – UmwG) in conjunction with Sections 327a et seq. of the German Stock Corporation Act (Aktiengesetz – AktG), Art. 9 para. 1 lit. c) SE Regulation, to carry out the procedure for the transfer of the shares of the minority shareholders of SAG against payment of an appropriate cash compensation in connection with a merger of SAG into Mosel Bidco by way of absorption (so-called merger squeeze-out) and, for this purpose, to have the general meeting of SAG resolve on the transfer of the shares of the minority shareholders of SAG within three months after conclusion of the merger agreement. The merger agreement will contain a declaration pursuant to Section 62 para. 5 sentence 2 UmwG, according to which the minority shareholders of SAG as the transferring legal entity are to be excluded in connection with the merger. Mosel Bidco will announce at a later date the amount of the appropriate cash consideration which Mosel Bidco will grant to the remaining shareholders of SAG for the transfer of their shares.

Mosel Bidco has confirmed that it holds approximately 93.33% of the share capital of SAG and is therefore the principal shareholder within the meaning of Section 62 para. 5 sentence 1 UmwG.

The effectiveness of the squeeze-out under the German Transformation Act depends, among other things, on the approval of the resolution by the general meeting of SAG and the registration of the transfer resolution and the merger in the commercial register at the registered seat of Mosel Bidco and/or SAG. SAG will separately announce the date of the general meeting resolving on the squeeze-out.

Software AG

The Management Board

Person making the notification:

Robert Hildebrandt

Director, Investor Relations

E: robert.hildebrandt@softwareag.com

T: +49 6151 92-1040

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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