ATOSS Software : Content to the notice convening the meeting agenda 2024

Invitation to the 2024 Annual General Meeting

Invitation to

the Ordinary General Meeting

ATOSS Software AG

Munich

Securities identification number 510 440

ISIN No. DE0005104400

We invite our shareholders to the

Ordinary Annual General Meeting

to be held on

Tuesday, 30 April 2024, 11:00 a.m. (CEST) at Haus der Bayerischen Wirtschaft Max-Joseph-Str. 5, 80333 Munich.

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Invitation to the 2024 Annual General Meeting

1. Agenda

1. Presentation of the adopted annual financial statements of ATOSS Software AG and the approved consolidated financial statements as at 31 December 2023, the management reports of ATOSS Software AG and the Group for the 2023 financial year, the report of the Supervisory Board for the 2023 financial year and the explanatory report of the Management Board on the disclosures under Sections 289a and 315a of the German Commercial Code (HGB)

These documents can be viewed on the Company's website at https://www.atoss.com/en/company/investor-relations/general-meetings.

No resolution is planned for item 1 of the Agenda. The Supervisory Board approved the annual financial statements for the 2023 financial year prepared by the Management Board on 08 March 2024 under Sections 171, 172 of the German Stock Corporation Act (AktG). The annual financial statement is thereby adopted pursuant to Section 172 AktG. The conditions under which the General Meeting is required to pass a resolution on adoption of the annual financial statement pursuant to Section 173(1) AktG have not been met.

2. Resolution on the appropriation of net profit

The Supervisory Board and the Management Board propose that the net profit from the past 2023 financial year, in the amount of EUR 40,953,560.05, be appropriated as follows:

1. Distribution of a dividend of EUR 3.37 per share, i.e. in an amount totalling EUR 26,802,068.32
2. Allocation in the amount of EUR 7,953,136.00 to other revenue reserves
3. Carrying forward the remaining amount of EUR 6,198,355.73.

The number of shares entitled to dividends may change until the General Meeting on 30 April 2024. In this case, with an unchanged distribution of EUR 3.37 per dividend-bearing share and an unchanged allocation of EUR 7,953,136.00 to other revenue reserves, a proposed resolution on the appropriation of profits that is amended accordingly will be submitted to the General Meeting.

Pursuant to Section 58 (4) sentence 2 AktG, the claim to the dividend is due on the third business day following the resolution of the General Meeting, i.e. on 06 May 2024.

3. Resolution on the discharge of the Management Board members for the 2023 financial year

The Supervisory Board and the Management Board propose that the Management Board members be discharged for their work in the 2023 financial year.

Agenda

4. Resolution on the discharge of the Supervisory Board members for the 2023 financial year

The Supervisory Board and the Management Board propose that the Supervisory Board members be discharged for their work in the 2023 financial year.

5. Resolution on the Election of the Auditor and Group Auditor for the 2024 financial year

On the recommendation of the Audit Committee, the Supervisory Board proposes the election of the auditing firm PricewaterhouseCoopers GmbH, Frankfurt a.M. - Munich branch, as auditor and group auditor for the 2024 financial year.

6. Resolution on the elections to the Supervisory Board

Pursuant to Sections 95 sentence 2, 96 (1) last instance, 101 (1) AktG and Section 8 (1) of the Company's Articles of Association, the Company's Supervisory Board consists of four members, three of whom are elected by the General Meeting. In accordance with Section 101 (2) AktG and Section 8 (1) sentence 3,

1. to (4) of the Articles of Association, the fourth member of the Supervisory Board is delegated to the Supervisory Board by the appointed shareholder (currently AOB Invest GmbH, based in Grünwald). In September 2023, the shareholder AOB Invest GmbH delegated Mr Jörn Nikolay to the Supervisory Board for a term of office until the end of the General Meeting which approves the discharge of the Supervisory Board members for the 2024 financial year.

The term of office of the current members of the Supervisory Board to be elected by the General Meet- ing, Moritz Zimmermann, Rolf Baron Vielhauer von Hohenhau and Klaus Bauer, ends upon conclusion of this General Meeting. For this reason, it is necessary to elect new members of the Supervisory Board to be elected by the General Meeting.

The Supervisory Board proposes that the following persons be elected to the Supervisory Board with effect from the end of the General Meeting until the end of the General Meeting that decides on discharge for the 2024 financial year:

1. Moritz Zimmermann, wohnhaft in München, General Partner der 42CAP Manager GmbH
   Financial expert within the meaning of Section 100 (5) AktG
   Due to his professional background, Mr Zimmermann fulfils the qualification requirements of a finan- cial expert within the meaning of Section 100 (5) AktG in the fields of accounting and auditing.
   Personal and business relationships with ATOSS Software AG
   Mr Zimmermann holds 10,928 shares in the Company. Other than in his capacity as member of the Supervisory Board of the Company, he does not have any personal or business relationships with the Company, any governing bodies of the Company or any shareholders with a material interest in the Company. The Supervisory Board considers Mr Zimmermann to be independent within the meaning of the German Corporate Governance Code.

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In the event of his election to the Supervisory Board, Mr Zimmermann shall be proposed as a candidate for the chairmanship of the Supervisory Board.

Supplementary information regarding Mr Zimmermann

Personal information: Date of birth: 29 September 1976

Place of birth: Cologne

Education:

• Economics studies at the University of Economics, Law and Social Sciences in St. Gallen (Bach- elor of Economics)
• Master's degree in business administration at Ludwig Maximilian University in Munich

Professional career:

1998 - 2014	Hybris AG, Co-Founder and Managing Director
2014 - 2017	SAP SE, Senior Vice President Global Presales for SAP Hybris
2017 - 2020	SAP SE, Chief Technology Officer (CTO) for SAP Customer Experience
2021 - present	42CAP, General Partner

Memberships in statutory supervisory boards in Germany:

• ATOSS Software AG (since 2019)

Membership in comparable domestic or foreign supervisory bodies:

None

Further information on Mr Zimmermann is on the Company's website at https://www.atoss.com/en/company/investor-relations/general-meetings.

1. Rolf Baron Vielhauer von Hohenhau Dipl. Kfm., residing in Munich, President of the Bund der Steuer- zahler in Bayern e.V. (Bavarian Taxpayers Association).
   Financial expert within the meaning of Section 100 (5) AktG
   Due to his professional background, Baron Vielhauer von Hohenhau fulfils the qualification require- ments of a financial expert within the meaning of Section 100 (5) AktG in the field of auditing.
   Personal and business relationships with ATOSS Software AG
   Other than in his capacity as a member of the Supervisory Board of the Company, Baron Viel- hauer von Hohenhau does not hold any shares in the Company and does not have any personal or business relationships with the Company, any governing bodies of the Company or any share- holders with a material interest in the Company. The Supervisory Board considers Baron Vielhauer von Hohenhau to be independent within the meaning of the German Corporate Governance Code.
   Supplementary information about Baron Vielhauer von Hohenhau:

Personal information: Date of birth: 12 October 1944

Place of birth: Sagan

Agenda

Education:

• Studied business administration in Munich
• Studied agricultural business administration in Berlin
• Work as a journalist in Augsburg and Munich

Professional career:

1973 - 1983	Chamber of Crafts for Swabia - Public Relations Officer
1980 - present	Bavarian Taxpayers Association - Vice President (1980-1983), President since 1984
1986 - present	Taxpayers Association of Europe (TAE), Brussels - President
1988 - present	World Taxpayers Association (WTA), Washington - Founding Initiator (1986-1988),
	Deputy President (1988-2004), Honorary Deputy President (2004), Vice President
	(since 2004)
Entrepreneurial activities: :
1999 - present	Wirtschaftsberatungs- und Verwaltungs GmbH, Augsburg

Memberships in statutory supervisory boards in Germany:

• ATOSS Software AG (since 2001)

Membership in comparable domestic or foreign supervisory bodies:

• European Economic Senate e.V. (Chairman of the Supervisory Board)

Further information about Baron Vielhauer von Hohenhau is on the Company's website at https://www.atoss.com/en/company/investor-relations/general-meetings.

1. Klaus Bauer, residing in Nuremberg, member of the Supervisory Board and Advisory Board
   *The names of the companies in which the memberships exist are listed below in the supplemen- tary information for Mr Bauer.
   Financial expert within the meaning of Section 100 (5) AktG
   Due to his professional background, Mr Bauer fulfils the qualification requirements of a financial expert within the meaning of Section 100 (5) AktG in the fields of accounting and auditing.
   Personal and business relationships with ATOSS Software AG
   Other than in his capacity as a member of the Supervisory Board of the Company, Mr Baron does not hold any Company shares and does not have any personal or business relationships with the Company, any governing bodies of the Company or any shareholders with a material interest in the Company. The Supervisory Board considers Mr Bauer to be independent within the meaning of the German Corporate Governance Code.
   Supplementary information about Mr Bauer:

Personal information:	Date of birth: 29 May 1955
	Place of birth: Heilsbronn

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Invitation to the 2024 Annual General Meeting

Education:

• Training as an industrial clerk in Ansbach
• Training as a business economist and accountant in Nuremberg

Professional career:

1972 - 1974 Rheinische Kunststoffwerke GmbH, Worms - Apprenticeship as an industrial clerk 1976 - 1979 Triumph-Adler Vertriebsgesellschaft m.b.H, Nuremberg - Accountant

1979 - 1980 Müller GmbH, Heilsbronn - Head of Finance and Accounting 1980 - 1981 United Insurance Group, Nuremberg

1981 - 1988 Triumph Adler AG, Nuremberg - various functions (Group Head Controller, Group Head, General Controlling, Departmental Head Controlling, System and Methods, Departmental Head, Individual Data Processing)

1989 - 2009 PUMA AG, Herzogenaurach - various functions (e.g. Head of Individual Data-Pro- cessing, Director IT, Group Controller PUMA Group, GM Operations and Human Resources, Member of the Group Executive Committee, Senior Executive Vice President IT Systems, Processes, Strategic Projects)

2009 - 2011 PUMA AG, Herzogenaurach - Member of the Management Board/Chief Operating Officer

2011 - 2012 PUMA SE, Herzogenaurach - Managing Director/Chief Operating Officer

Memberships in statutory supervisory boards in Germany:

• ATOSS Software AG (since 2013)

Membership in comparable domestic or foreign supervisory bodies of commercial enterprises:

• Schwanhäußer Industrie Holding GmbH & Co. KG, Heroldsberg (Advisory Board)
• Schwanhäußer Grundbesitz Holding GmbH & Co. KG, Heroldsberg (Advisory Board)

Further information about Mr Bauer is on the Company's website at https://www.atoss.com/en/company/investor-relations/general-meetings.

The Supervisory Board is satisfied that the candidates designated above by the Supervisory Board can meet the expected time commitment.

Elections to the Supervisory Board shall be held by way of single election.

Agenda

7. Resolution on the approval of the Remuneration Report for the 2023 financial year

Pursuant to Section162 of the German Stock Corporation Act, the Management Board and Supervisory Board of listed companies shall prepare an annual Remuneration Report for the previous financial year and submit this to the General Meeting for resolution in accordance with Section 120a

(4) of the German Stock Corporation Act.

The Remuneration Report prepared for the 2023 financial year was formally audited by the auditor of ATOSS Software AG and issued with an audit certificate. The Remuneration Report and the certificate for the auditor's examination thereof are included in Section II following the Agenda. "Fur- ther information about items on the Agenda and reports to the General Meeting" are published and can be accessed on our website from the date on which the General Meeting is convened at https://www.atoss.com/en/company/investor-relations/general-meetings.

Furthermore, the Remuneration Report will also be accessible there during the General Meeting.

The Supervisory Board and the Management Board propose that the Remuneration Report for the 2023 financial year, prepared and audited under Section 162 of the German Stock Corporation Act, be approved.

8. Resolution on the change of legal form of ATOSS Software AG into a

European Company (Societas Europaea - SE)

The Management Board and Supervisory Board propose that the following resolution be adopted whereby, pursuant to Section 124 (3) Sentence 1 AktG, only the Supervisory Board submits the proposal for the appointment of the auditor and group auditor for the first financial year of the future ATOSS Software SE (Section 12 of the Draft Terms of Conversion), based on the recommendation of the Audit Committee, as well as the proposal for the appointment of the members of the first Supervisory Board of the future ATOSS Software SE to be elected by the General Meeting (Section 10

1. of the Articles of Association of ATOSS Software SE, which as Annex 1 forms part of the Terms of Conversion proposed for resolution):

The Terms of Conversion of 21 February 2024 pertaining to the conversion of ATOSS Software AG into a European Company (Societas Europaea - SE) is approved; the Articles of Association of ATOSS Software SE appended as Annex 1 to the Terms of Conversion are approved.

The Terms of Conversion and the Articles of Association of ATOSS Software SE appended as Annex 1 to the Terms of Conversion as well as the Agreement on Employee Involvement in ATOSS Software SE dated 7 November 2023 appended as Annex 2 to the Conversion Plan are set out below in Section II. "Further information about items on the Agenda and reports to the General Meeting" are published under item 2.

The following documents will be available on the Company's website at https://www.atoss.com/en/company/investor-relations/general-meetings from the date on which the General Meeting is convened:

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Invitation to the 2024 Annual General Meeting

1. the Terms of Conversion prepared by the Management Board dated 21 February 2024 pertaining to the conversion of ATOSS Software AG into a European Company (SE) including the Articles of Association of ATOSS Software SE attached as Annex 1 and the Agreement on the Participation of Employees in ATOSS Software SE dated 7 November 2023 attached as Annex 2;
2. the Conversion Report of the Management Board of ATOSS Software AG dated 18 March 2024;
3. the attestation of the court-appointed independent expert, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, dated 14 March 2024 pursuant to Art. 37 of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) and
4. the adopted annual financial statements, the approved consolidated financial statements and the management reports of ATOSS Software AG and the Group for the financial years 2023, 2022, and 2021.

Supplementary information on the members of the first Supervisory Board of ATOSS Software SE proposed for appointment in the Articles of Association of ATOSS Software SE and to be elected by the General Meeting is printed above under item 6 of the Agenda.

9. Resolution on increasing the share capital from Company funds by issuing new shares and corresponding amendments to the Articles of Association

The Company last increased its share capital in 2020 to its current share capital of EUR 7,953,136.00 through a capital increase from company funds by means of issuing new shares. Since then, the ATOSS Software AG share price has continued to rise significantly. Given the positive development of the Company, in order to increase the attractiveness of the ATOSS share, particularly for private and small investors, and to improve the tradability of the ATOSS share and thereby strengthen the liquidity of the share, the share capital is to be increased from company funds by issuing new shares. Assuming the adoption of the resolution proposed by the Management Board and Supervisory Board under item 2 of this Agenda of allocating EUR 7,953,136.00 in the context of the appropriation of retained earnings, the share capital of the Company is to be increased by EUR 7,953,136.00 from EUR 7,953,136.00 to EUR 15,906,272.00 in accordance with the provisions pertaining to the capital increase from company funds (Sections 207 et seq. of the German Commercial Code). The capital increase is to be implemented by issuing 7,953,136 new no-par value bearer shares with a calculated interest in the share capital of EUR 1.00 per share. The new shares will be issued without consideration at a ratio of 1:1, so that one new share will be issued for each old share. The new shares are to carry dividend rights as from 1 January 2024.

In accordance with Section 218 sentence 1 AktG, the conditional capital of up to EUR 1,590,627.00 currently regulated in Section 4 (4) of the Company's Articles of Association increases by operation of law to EUR 3,181,254.00 when the capital increase from company funds takes effect in the same proportion as the share capital. The conditional capital serves to grant or impose option and/or conversion rights or obligations on holders or creditors of bonds with warrants and/or convertible bonds that are issued or guaranteed by the company or a Group company within the meaning

Agenda

of Section 18 AktG on the basis of the authorisation resolved by the General Meeting on 30 April 2021 under Agenda Item 10. The Company and its Group companies have not yet made use of this authorisation and have not yet issued any bonds with warrants and/or convertible bonds. Section 216 (3) and Section 218 sentence 2 AktG therefore do not apply.

The capital increase from company funds and the corresponding amendments to the Articles of Association shall only be filed for entry in the Companies' Register if a resolution is passed to transfer at least EUR 7,953,136.00 to other retained earnings as part of the resolution on the appropriation of profits proposed under Agenda item 2 b). An instruction regarding the order of entry to be ensured in the Companies' Register application will ensure that the capital increase from company funds and the corresponding amendments to the Articles of Association will only be entered in the Companies' Register once the change of legal form of the Company to the legal form of an SE, to be resolved pursuant to item 8 of the Agenda, has been entered in the Companies' Register. The situation will be different only in the event that no resolution on the change of legal form of the Company into the legal form of an SE is passed pursuant to item 8 of the Agenda or the new legal form of the SE is not definitively entered in the Companies' Register.

The Management Board and the Supervisory Board propose that the following resolution be adopted:

1. Capital increase from company funds
   The share capital of the Company will be increased by EUR 7,953,136.00, from EUR 7,953,136.00 to EUR 15,906,272.00, in accordance with the provisions of the German Stock Corporation Act per- taining to capital increases from company funds (Sections 207 et seq. AktG). The capital increase will be implemented by issuing 7,953,136 new no-par value bearer shares with a calculated inter- est in the share capital of EUR 1.00 per share. The new shares will be issued to the Company's shareholders at a ratio of 1:1, so that one new share will be issued for every one old share. The new shares will carry dividend rights as from 1 January 2024.
   The capital increase will be carried out by converting the other retained earnings in the amount of EUR 7,953,136.00 into share capital, which is recognised as an allocation to other revenue reserves in the resolution to be adopted under item 2 b) of the Agenda pertaining to the appropriation of net retained profits. The resolution on the capital increase from company funds is based on the resolution to be adopted under item 2 b) of the Agenda pertaining to the appropriation of net retained profits as an allocation to other retained earnings and the annual financial statements of the Company, adopted by the Supervisory Board, as at 31 December 2023. These audited and approved annual financial statements have been issued with an unqualified audit opinion by the Company's auditors, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt a.M. - Munich branch.
   With the approval of the Supervisory Board, the Management Board is authorised - subject to the instruction in accordance with letter e) below - to determine the further details of the implemen- tation of the capital increase.
2. Amendment of Section 4 (1) sentence 1 of the Articles of Association of ATOSS Software AG
   With effect from the date of entry of the resolution in the Companies' Register pursuant to a) above, Section 4 paragraph (1) sentence 1 of the Articles of Association of ATOSS Software AG shall

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be amended to reflect the capital increase from company funds and the associated increase in the share capital and shall read as follows:

"The share capital of the Company is

EUR 15,906,272.00

and is divided into 15,906,272 ordinary shares with no par value (no-par value shares)."

1. Amendment of Section 4 (4) sentence 1 of the Articles of Association of ATOSS Software AG
   With effect from the date of entry of the resolution pursuant to a) above, Section 4 (4) sentence 1 of the Articles of Association of ATOSS Software AG shall be amended in the Companies' Register in line with the legal consequence of Section 218 sentence 1 AktG and shall read as follows:
   "The share capital is conditionally increased by up to EUR 3,181,254.00 by issuing up to 3,181,254 new no-par value bearer shares (Conditional Capital)."
2. Validity for ATOSS Software SE
   The resolution to be adopted under a) above regarding the capital increase from company funds will also apply to ATOSS Software SE after entry in the Companies' Register of the conversion of ATOSS Software AG into the legal form of an SE proposed for resolution under Agenda Item 8.
   aa) Amendment of Section 4 (1) sentence 1 of the Articles of Association of ATOSS Software SE

With effect from the date of entry of the resolution pursuant to a) above, Section 4 (1) sentence 1 of the Articles of Association of ATOSS Software SE shall be amended in the Companies' Register to reflect the capital increase from company funds and the associated increase in share capital and shall read as follows:

"The share capital of the Company is

EUR 15,906,272.00

and is divided into 15,906,272 ordinary shares with no par value (no-par value shares)."

bb) Amendment of Section 4 (5) sentence 1 of the Articles of Association of ATOSS Software SE

with effect from the date of entry of the resolution pursuant to a) above, Section 4 (5) sentence 1 of the Articles of Association of ATOSS Software SE shall be amended in the Companies' Register in line with the legal consequence of Section 218 sentence 1 AktG and shall read as follows:

"The share capital is conditionally increased by up to EUR 3,181,254.00 by issuing up to 3,181,254 new no-par value bearer shares (Conditional Capital)."

1. Instruction
   The Management Board is instructed to file the application for entry in the Companies' Register of the capital increase from company funds resolved under a) to d) above and the corresponding amendments to the Articles of Association only if the General Meeting under Agenda Item 2 b) has resolved an allocation to other revenue reserves of at least EUR 7,953.136.00 from the balance sheet profit and to ensure in this application that the capital increase from company funds and

Agenda

corresponding amendments to the Articles of Association resolved under a) to d) above are only entered in the Companies' Register once the change of legal form of the Company to the legal form of an SE, resolved under item 8 of the Agenda, has been entered in the Companies' Reg- ister. The instruction also applies to the Chairman of the Supervisory Board insofar as he shall participate in the registration for entry in the Companies' Register of the resolution pertaining to the capital increase from company funds and it also applies to the Management Board and Chairman of the Supervisory Board of ATOSS Software SE. In the event that no resolution is passed on item 8 of the Agenda regarding the change of legal form of the Company to the legal form of the SE or the new legal form of the SE is not definitively entered in the Companies' Register, the instruction in the preceding sentences does not apply; the application for entry in the Compa- nies' Register of the capital increase from company funds, resolved under letters a) to c) above, and corresponding amendments to the Articles of Association of ATOSS Software AG does not have to ensure prior entry of the new legal form of the SE in these cases.

10. Resolution on the cancellation of the existing Authorised Capital, the cre- ation of new Authorised Capital with the option to exclude subscription rights and the corresponding amendments to the Articles of Association

By resolution of the General Meeting on April 30, 2021 and Section 4 (3) of the Articles of Association of ATOSS Software AG, the Management Board is authorised, with the approval of the Supervisory Board, to increase the Company's share capital by April 29, 2026 by issuing new bearer shares against cash and/or non-cash contributions on one or more occasions by up to a total of EUR 1,590,627.00 (Autho- rised Capital). No use has been made of this authorisation to date.

The Authorised Capital remains unaffected by the capital increase from company funds proposed under Agenda Item 9 - unlike the conditional capital, which increases in the same proportion as the share capital in accordance with Section 218 sentence 1 AktG. In view of the above, the authori- sation is to be adjusted to the increasing nominal amount of share capital so that the scope of the new authorised capital continues to correspond to 20% of the share capital even after the capital increase from company funds. The term of the authorisation is to be renewed and the authorisa- tion brought into line with the provisions of the Act on the Financing of Investments to Secure the Future (Zukunftsfinanzierungsgesetz - ZuFinG, BGBl. 2023 I No. 354 of 14 December 2023) to provide an expanded opportunity for a simplified exclusion of subscription rights of up to 20% of the share capital in accordance with Section 186 (3) sentence 4 AktG.

The Management Board and the Supervisory Board propose that the following resolution be adopted:

1. The authorisation granted by the General Meeting on 30 April 2021 to the Management Board to, with the approval of the Supervisory Board, increase the share capital by up to a total of EUR 1,590,627.00 by issuing new no-par value bearer shares against cash and/or non-cash contributions on one or more occasions until 29 April 2026 (Authorised Capital), is cancelled with effect from the date of entry of the new authorised capital regulated below and the corresponding amendment to the Articles of Asso- ciation in the Companies' Register, insofar as it has not yet been utilised at the time of cancellation.

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1. The Management Board is authorised, with the approval of the Supervisory Board, to increase the share capital up to a total of EUR 3,181,254.00 by way of issuing new no-par value bearer shares against contributions in cash or contributions in kind on one or more occasions until 29 April 2029 (Authorised Capital). Generally, the shareholders are to be granted a subscription right. The subscription right can also be granted to the shareholders in such a way that the new shares are taken over by one or more credit institutions or companies within the meaning of Section 186 (5) sentence 1 AktG named by the Management Board with the obligation to offer them to the share- holders for subscription (indirect subscription right). However, the Management Board is autho- rised to exclude shareholders' subscription rights with the approval of the Supervisory Board
2. 1. in order to exclude fractional amounts from the shareholders' subscription rights;
   2. if the new shares are issued in return for contributions in kind in connection with mergers or for the purpose of acquiring companies, parts of companies, equity interests in companies or other assets or claims to the acquisition of other assets, including claims against the Company;
   3. if the new shares are issued in return for contributions in cash and the issue price per new share is not significantly lower than the stock market price of the Company's shares of the same class and rights already listed at the time when the issue price is definitively determined. The number of shares issued in this way with the exclusion of subscription rights may not exceed a total of 20% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised. Other shares issued or sold during the term of this authorisation with the exclusion of subscription rights in direct or analogous application of Section 186 (3) sentence 4 AktG are to be counted towards the maximum limit of 20% of the share capital. To be counted towards are also shares to be issued for the purpose of servicing option and/or conversion rights or obligations under bonds with warrants and/or convertible bonds and/or profit participation rights, provided that such Bonds or profit participation rights are issued during the term of this authorisation with the exclusion of subscription rights in analogous application of Section 186 (3) sentence 4 AktG;
   4. to the extent necessary to grant holders or creditors of bonds with warrants and/or convertible bonds with option and/or conversion rights or obligations, which have been or will be issued by the Company or a group company of the Company within the meaning of Section 18 AktG in which the Company directly or indirectly holds a majority interest, subscription rights to new shares to the extent to which they would be entitled after exercising the option or conversion rights or after fulfilling option exercise or conversion obligations;
   5. if the new shares are to be issued to employees of the Company or employees of an enterprise affiliated with the Company or members of the management of an enterprise affiliated with the Company within the framework of share participation or other share-based programmes, whereby the employment relationship with the Company or the board relationship or employ- ment relationship with an enterprise affiliated with the Company shall exist at the time of the commitment to issue the shares; to the extent permitted by Section 204 (3) sentence 1 AktG, the

Agenda

contribution to be made regarding the new shares may be covered by the portion of the net profit for the year which the Management Board and the Supervisory Board may allocate to other revenue reserves in accordance with Section 58 (2) AktG. The number of shares issued in this way with the exclusion of subscription rights may not exceed a total of 5% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised;

and only to the extent that the shares issued during the term of this authorisation on the basis of this authorisation or another authorised capital with the exclusion of shareholders' subscription rights in return for contributions in cash and/or in kind do not exceed a total of 20% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised. The following shall be counted towards the above 20% limit

• treasury shares sold during the term of this authorisation under exclusion of subscription rights, and
• new shares to be issued on the basis of bonds with warrants and/or convertible bonds and/ or participatory rights with warrants and/or convertible participatory rights issued during the term of this authorisation with the exclusion of subscription rights.

The Management Board is authorised, subject to the approval of the Supervisory Board, to determine the content of the share rights, the further details of the capital increase and the terms and conditions of the share issue, in particular the issue price. In this context, the profit entitlement of the new shares may also be structured deviating from Section 60 (2) AktG; to the extent permitted by law, the new shares may, in particular, also carry a profit entitlement from the beginning of the financial year preceding their issue if, at the time of the issue of the new shares, a resolution on the appropriation of profits has not yet been adopted by the General Meeting in respect of the profits of this financial year.

The Supervisory Board is authorised to amend the wording of the Articles of Association accordingly after the Authorised Capital has been utilised or after the deadline for the utilisation of the Authorised Capital has expired.

1. Section 4 (3) of the Articles of Association (share capital) is hereby repealed and reworded as follows: "(3) The Management Board is authorised, with the approval of the Supervisory Board, to increase the Share Capital by up to a total of EUR 3,181,254.00 by way of issuing new no-par value bearer shares for contribution in cash and/or in kind on one or more occasions until 29 April 2029 (Autho- rised Capital). Generally, the shareholders are to be granted a subscription right. The subscription right can also be granted to the shareholders in such a way that the new shares are taken over by one or more credit institutions or companies within the meaning of Section 186 (5) sentence 1 AktG named by the Management Board with the obligation to offer them to the shareholders for subscription (indirect subscription right). However, the Management Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights,
2. 1. in order to exclude fractional amounts from the shareholders' subscription rights;
   2. if the new shares are issued in return for contributions in kind in connection with mergers or for the purpose of acquiring companies, parts of companies, equity interests in companies or other assets or claims to the acquisition of other assets, including claims against the Company;

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Invitation to the 2024 Annual General Meeting

1. if the new shares are issued in return for contributions in cash and the issue price per new share is not significantly lower than the stock market price of the Company's shares of the same class and rights already listed at the time when the issue price is definitively deter- mined. The number of shares issued in this way with the exclusion of subscription rights may not exceed a total of 20% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised. Other shares issued or sold during the term of this authorisation with the exclusion of subscription rights in direct or anal- ogous application of Section 186 (3) sentence 4 AktG are to be counted towards the maxi- mum limit of 20% of the share capital. To be counted towards are also shares to be issued for the purpose of servicing option and/or conversion rights or obligations under bonds with warrants and/or convertible bonds and/or profit participation rights, provided that such Bonds or profit participation rights are issued during the term of this authorisation with the exclusion of subscription rights in analogous application of Section 186 (3) sentence 4 AktG;
2. to the extent necessary to grant holders or creditors of bonds with warrants and/or con- vertible bonds with option and/or conversion rights or obligations, which have been or will be issued by the Company or a group company of the Company within the meaning of Section 18 AktG in which the Company directly or indirectly holds a majority interest, sub- scription rights to new shares to the extent to which they would be entitled after exercising the option or conversion rights or after fulfilling option exercise or conversion obligations;
3. if the new shares are to be issued to employees of the Company or employees of an enterprise affiliated with the Company or members of the management of an enterprise affiliated with the Company within the framework of share participation or other share- based programmes, whereby the employment relationship with the Company or the board relationship or employment relationship with an enterprise affiliated with the Com- pany shall exist at the time of the commitment to issue the shares; to the extent permit- ted by Section 204 (3) sentence 1 AktG, the contribution to be made regarding the new shares may be covered by the portion of the net profit for the year which the Manage- ment Board and the Supervisory Board may allocate to other revenue reserves in accor- dance with Section 58 (2) AktG. The number of shares issued in this way with the exclu- sion of subscription rights may not exceed a total of 5% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised;

and only to the extent that the shares issued during the term of this authorisation on the basis of this authorisation or another authorised capital with the exclusion of shareholders' subscription rights in return for contributions in cash and/or in kind do not exceed a total of 20% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised. The following shall be counted towards the above 20% limit

• treasury shares sold during the term of this authorisation under exclusion of subscription rights, and
• new shares to be issued on the basis of bonds with warrants and/or convertible bonds and/ or participatory rights with warrants and/or convertible participatory rights issued during the term of this authorisation with the exclusion of subscription rights.

The Management Board is authorised, subject to the approval of the Supervisory Board, to determine the content of the share rights, the further details of the capital increase, and the terms and conditions of the share issue, in particular the issue price. In this context, the profit entitlement of the new shares may also be structured deviating from Section 60 (2) AktG; to the extent permitted by law, the new shares may, in particular, also carry a profit entitlement from the beginning of the

Agenda

financial year preceding their issue if, at the time of the issue of the new shares, a resolution on the appropriation of profits has not yet been adopted by the General Meeting in respect of the profits of this financial year.

The Supervisory Board is authorised to amend the wording of the Articles of Association accordingly after the Authorised Capital has been utilised or after the deadline for the utilisation of the Autho- rised Capital has expired."

1. After the change of legal form of ATOSS Software AG to an SE is entered into the Companies' Register, as proposed for resolution under Agenda Item 8, the resolutions to be adopted under a) and b) above on the cancellation of the existing Authorised Capital and the creation of new Authorised Capital shall also apply to ATOSS Software SE.

Section 4 (4) of the Articles of Association of ATOSS Software SE (share capital) is hereby repealed and reworded as follows:

"(4) The Management Board is authorised, with the approval of the Supervisory Board, to increase the Share Capital by up to a total of EUR 3,181,254.00 by way of issuing new no-par value bearer shares for contribution in cash and/or in kind on one or more occasions until 29 April 2029 (Autho- rised Capital). Generally, the shareholders are to be granted a subscription right. The subscription right can also be granted to the shareholders in such a way that the new shares are taken over by one or more credit institutions or companies within the meaning of Section 186 (5) sentence 1 AktG named by the Management Board with the obligation to offer them to the shareholders for subscription (indirect subscription right). However, the Management Board is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights,

1. in order to exclude fractional amounts from the shareholders' subscription rights;
2. if the new shares are issued in return for contributions in kind in connection with mergers or for the purpose of acquiring companies, parts of companies, equity interests in companies or other assets or claims to the acquisition of other assets, including claims against the Company;
3. if the new shares are issued in return for contributions in cash and the issue price per new share is not significantly lower than the stock market price of the Company's shares of the same class and rights already listed at the time when the issue price is definitively deter- mined. The number of shares issued in this way with the exclusion of subscription rights may not exceed a total of 20% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised. Other shares issued or sold during the term of this authorisation with the exclusion of subscription rights in direct or anal- ogous application of Section 186 (3) sentence 4 AktG are to be counted towards the maxi- mum limit of 20% of the share capital. To be counted towards are also shares to be issued for the purpose of servicing option and/or conversion rights or obligations under bonds with warrants and/or convertible bonds and/or profit participation rights, provided that such Bonds or profit participation rights are issued during the term of this authorisation with the exclusion of subscription rights in analogous application of Section 186 (3) sentence 4 AktG;
4. to the extent necessary to grant holders or creditors of bonds with warrants and/or con- vertible bonds with option and/or conversion rights or obligations, which have been or will be issued by the Company or a group company of the Company within the meaning of Section 18 AktG in which the Company directly or indirectly holds a majority interest, sub- scription rights to new shares to the extent to which they would be entitled after exercising the option or conversion rights or after fulfilling option exercise or conversion obligations;

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Invitation to the 2024 Annual General Meeting

1. if the new shares are to be issued to employees of the Company or employees of an enterprise affiliated with the Company or members of the management of an enterprise affiliated with the Company within the framework of share participation or other share- based programmes, whereby the employment relationship with the Company or the board relationship or employment relationship with an enterprise affiliated with the Com- pany shall exist at the time of the commitment to issue the shares; to the extent permit- ted by Section 204 (3) sentence 1 AktG, the contribution to be made regarding the new shares may be covered by the portion of the net profit for the year which the Manage- ment Board and the Supervisory Board may allocate to other revenue reserves in accor- dance with Section 58 (2) AktG. The number of shares issued in this way with the exclu- sion of subscription rights may not exceed a total of 5% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised;

and only to the extent that the shares issued during the term of this authorisation on the basis of this authorisation or another authorised capital with the exclusion of shareholders' subscription rights in return for contributions in cash and/or in kind do not exceed a total of 20% of the share capital, neither of the share capital at the time this authorisation becomes effective nor at the time it is exercised. The following shall be counted towards the above 20% limit

• treasury shares sold during the term of this authorisation under exclusion of subscription rights, and
• new shares to be issued on the basis of bonds with warrants and/or convertible bonds and/ or participatory rights with warrants and/or convertible participatory rights issued during the term of this authorisation with the exclusion of subscription rights.

The Management Board is authorised, subject to the approval of the Supervisory Board, to determine the content of the share rights, the further details of the capital increase, and the terms and conditions of the share issue, in particular the issue price. In this context, the profit entitlement of the new shares may also be structured deviating from Section 60 (2) AktG; to the extent permitted by law, the new shares may, in particular, also carry a profit entitlement from the beginning of the financial year preceding their issue if, at the time of the issue of the new shares, a resolution on the appropriation of profits has not yet been adopted by the General Meeting in respect of the profits of this financial year.

The Supervisory Board is authorised to amend the wording of the Articles of Association accordingly after the Authorised Capital has been utilised or after the deadline for the utilisation of the Authorised Capital has expired."

1. Instruction
   The Management Board is instructed to enter the cancellation of the existing authorised capital and the creation of new authorised capital, resolved under a) and b) above and the correspond- ing amendment to the Articles of Association under c) and d) above, in the Companies' Register only if and when the General Meeting has resolved the capital increase from company funds to EUR 15,906,272.00 pursuant to Agenda Item 9 and this capital increase has been entered in the Company's Companies' Register. The instruction also applies to the Management Board of ATOSS Software SE.

Agenda

The written report of the Management Board, in accordance with Sections 203 para. 2 sentence 2, 186 para. 4 sentence 2 AktG, can be viewed on the Company's website at https://www.atoss.com/en/company/investor-relations/general-meetings from the date of convo- cation.

11. Resolution on the appointment of the Auditor of the Sustainability Report and Group Sustainability Report for the 2024 financial year

ATOSS Software AG is currently subject to the obligation to provide non-financial Group reporting in accordance with Section 315b of the German Commercial Code (HGB). Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU with regard to corporate sustainability reporting (Corporate Sustainability Reporting Directive - CSRD) provides that certain large capital market-oriented (parent) companies will in future be required to include a (group) sustainability report in their (group) management report for financial years beginning after 31 Decem- ber 2023. Thereafter, certain large capital market-oriented (parent) companies will have to expand their (group) management report to include a (group) sustainability report, which shall be audited externally by the auditor or - at the option of the respective member state - another auditor or an independent provider of assurance services.

The CSRD shall be implemented in German law by 6 July 2024 ("CSRD Implementation Act"). The legislative process has not yet been finalised and the CSRD Implementation Act has not yet entered into force. In the event that ATOSS Software AG is obliged under the CSRD Implementation Act to prepare a sustainability report and/or Group sustainability report for the financial year 2024 and to have it audited externally and the appointment of the auditor of the sustainability report and/ or Group sustainability report for the financial year 2024 requires a further resolution of the General Meeting in addition to the election of the auditor and Group auditor provided for under Agenda Item 5, an election of the auditor of the sustainability report and Group sustainability report that is to be prepared, if applicable, is to be done as a precautionary measure.

On the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt a.M. - Munich branch, be selected as the auditor of the sustainability report and Group sustainability report to be prepared for the 2024 financial year, if applicable.

The election shall take effect from the date on which the CSRD Implementation Act comes into force and is subject to the condition precedent that, under the CSRD Implementation Act, ATOSS Software AG is obliged to prepare a sustainability report and/or Group sustainability report for the 2024 financial year and to have it audited externally and that the appointment of the auditor of the sustainability report and/or Group sustainability report for the 2024 financial year is subject to a resolution by the General Meeting.

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