EQS-WpÜG

Tender Offer / Target company: Software Aktiengesellschaft; Bidder: Mosel Bidco SE - Seite 2

The Delisting Offer will not be subject to completion conditions.

The offer document for the Delisting Offer (in German and a non-binding English translation) and further information on the Delisting Offer will be published and available on the internet at www.offer-2023.com.

Important Information:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell SAG Shares. The final terms of the Delisting Offer as well as other provisions relating to the Delisting Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Delisting Offer to the extent legally permissible. Investors and holders of SAG Shares are strongly advised to read the offer document and all other documents relating to the Delisting Offer as soon as they have been made public, as they will contain important information. The offer document for the Delisting Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Delisting Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.offer-2023.com.

The Delisting Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Stock Exchange Act (Börsengesetz – BörsG), the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Delisting Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Delisting Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of SAG Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no delisting offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable law.