Software AG: Decision to launch a delisting tender offer of Mosel Bidco SE at EUR 32.00 per share announced

Darmstadt (pta017/18.12.2023/11:35 UTC+1)

Mosel Bidco SE, a holding company controlled by funds managed or advised by Silver Lake ("Bidder") today decided to offer to the shareholders of Software Aktiengesellschaft ("SAG") by way of a public delisting tender offer ("Delisting Offer") to acquire all no-par value registered shares in SAG with a proportionate interest in the share capital of EUR 1.00 per share ("SAG Shares"). The Bidder intends to offer a cash consideration in the amount of EUR 32.00 per SAG Share ("Offer Price"). The Delisting Offer will not be subject to completion conditions. As communicated in the joint reasoned statement by the Management Board and the Supervisory Board dated 26 May 2023 on the takeover offer of Mosel Bidco SE published on 17 May 2023, the Management Board has undertaken to support the Bidder's delisting strategy and, in this context, to take all measures reasonably necessary for the implementation of the delisting of the SAG Shares as soon as possible and to the extent legally and practically possible. The Management Board and the Supervisory Board of Software AG will comment on the content of the Delisting Offer as well as on the announced Offer Price after a thorough review of the yet to be published offer document in the context of the reasoned statement to be issued by the Management Board and the Supervisory Board in this regard.

Software AG

The Management Board

Person making the notification:

Robert Hildebrandt

Director, Investor Relations

E: robert.hildebrandt@softwareag.com

T: +49 6151 92-1040

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 Delisting 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 Delisting 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 the Bidder and as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). Once the Bidder 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 Delisting Offer (in German and in English) containing the detailed terms and conditions of, and other information relating to, the Delisting Offer will, among other things, be published on the internet at www.offer-2023.com.

Acceptance of the Delisting 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 Delisting Offer outside Germany and the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.

The Delisting 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 Delisting Offer because they, and not this document, will govern the terms and conditions of the Delisting 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 the Bidder 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 the Bidder, 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