Declaration of Compliance 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 GermanStock Corporation Act
Management Board and Supervisory Board hereby declare that since issuing the last declaration of compliance on January 25, 2022, all the recommendations of the Government Commission of the German Corporate
Governance Code (“GCGC”), initially in the version dated December 16, 2019 (effective March 20, 2020) and subsequently in the version dated April 28, 2022 (effective June 27, 2022) published by the German Ministr of Justice and Consumer Protection in the official section of the Federal Gazette (Bundesanzeiger) have been and will continue to be complied with.
Management Board and Supervisory Board would like to point out that the Supervisory Board adopted a new remuneration system for the Management Board in January 2021 and amended it in 2022; it was last approved by Software AG’s Annual Shareholders’ Meeting on May 17, 2022, and fully complies with the recommendations of the GCGC. The policies of the new remuneration system shall be applicable when contracts with new Management Board members are concluded or amending existing contracts with Management Board members. One current Management Board contract has not yet been adjusted to the new remuneration system.
Darmstadt, January 30, 2023
Chairman of the Management Board
Christian Yannick Lucas
Chairman of the Supervisory Board
Director Investor Relations
64297 Darmstadt, Germany
Compliance Declaration Relating to the German Corporate Governance Code