Declaration of Conformity by the Management Board and Supervisory Board of Software AG, Darmstadt,
relating to the German Corporate Governance Code as required under sec. 161 of the German Stock Corporation Act.
Management and Supervisory Board declare that since adoption of the last declaration of conformity on January 26, 2021 Software AG has complied with, and will continue to comply, with all the recommendations of the Government Commission of the German Corporate Governance Code in the version of December 16, 2019 (entered into force on March 20, 2020, „GCGC 2019“) published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette (Bundesanzeiger).
Management and Supervisory Board would like to point out that the Supervisory Board resolved a new remuneration system for the Management Board in January 2021, which was approved by the Annual Shareholders' Meeting of Software AG on May 12, 2021 and fully complies with the recommendations of the GCGC 2019. The requirements of the adjusted remuneration system will be taken into account in the future when concluding contracts with new Management Board members or amending existing contracts with Management Board members. Three current Management Board contracts have not yet been adjusted to the new remuneration system.
Darmstadt, January 25, 2022
Chairman of the Management Board
Chairman of the Supervisory Board
Senior Vice President
Corporate Development & Investor Relations
Declaration of conformity, relating to the German Corporate Governance Code