ATOSS Software : Content of the notice convening the General Meeting / Agenda

INVITATION TO THE EX TRAORDINARY GENERAL MEETING 2023

I. Agenda

1. Resolution on an amendment to the Articles of Association regarding the composition of the Supervisory Board

The growth investor General Atlantic has acquired around 20% of the shares in ATOSS Software AG from the previous majority shareholder, AOB Invest GmbH, as part of a share­ purchase that has been closed on 30 June 2023. In the context of the acquisition of shares by General Atlantic from AOB Invest GmbH, ATOSS Software AG has undertaken vis-à-vis General Atlantic in an agreement dated 15 June 2023 to convene an Extraordinary General­ Meeting immediately after the closing of the share purchase and to propose an amendment to the Articles of Association with regard to the expansion of the Company's Supervisory Board from three to four members, with AOB Invest GmbH being granted a right of delegation to appoint the fourth member of the Supervisory Board.

AOB Invest GmbH and General Atlantic have mutually undertaken to agree to this amendment to the Articles of Association. AOB Invest GmbH has also undertaken to exercise the right of delegation to the Supervisory Board as instructed by General Atlantic. General Atlantic plans to fill the additional position with Mr. Jörn Nikolay, Managing Director at General­ Atlantic in Munich.

The Management Board and the Supervisory Board propose to resolve as follows:

"Section 8 of the articles of association (Composition of the Supervisory Board) shall be amended as follows:

a) Paragraph 1 shall be reworded as follows:

"(1) The Supervisory Board shall consist of four members. Three of these members shall be elected by the shareholders' meeting. One further member shall be nominated to the Supervisory Board - subject to the provision in paragraph 5 - by the person entitled to nominate pursuant to the following paragraphs 2 - 4 of this section 8."

b) After paragraph 1, the following new paragraphs are inserted:

"(2) AOB Invest GmbH, a shareholder with its registered office in Gruenwald, district of Munich (local court of Munich, HRB 194529), shall have the nomination right pursuant to paragraph 1 sentence 3 above, if and as long as AOB Invest GmbH holds shares amounting to at least 10% of the share capital.

AG EN DA

1. If the shareholding of AOB Invest GmbH falls below the threshold of 10% of the share capital, the nomination right pursuant to paragraph 1 sentence 3 above shall no longer vest with AOB Invest GmbH, but with the shareholder General Atlantic Chronos GmbH with its registered office in Munich (local court of Munich, HRB 284694), if and as long as General Atlantic Chronos GmbH holds shares amounting to at least 10% of the sha- re capital.
2. The nomination right pursuant to paragraph 1 sentence 3 above shall vest with the respective Legal Successor of AOB Invest GmbH or General Atlantic Chronos GmbH instead of AOB Invest GmbH or General Atlantic Chronos GmbH under the conditions set out in paragraphs 2 and 3. The term "Legal Successor" shall mean (i) the legal suc- cessor resulting from the (possible cross-border) change of legal form of AOB Invest GmbH or General Atlantic Chronos GmbH pursuant to sections 1 para. 1 no. 4, 190 et seqq., 333 et seqq. UmwG or (ii) in the case of a (possible cross-border) merger of AOB Invest GmbH or General Atlantic Chronos GmbH as the transferring legal entity pursu- ant to sections 1 para. 1 no. 1, 2 et seqq. or 305 et seqq. UmwG, it shall be understood as the acquiring legal entity.
3. Upon falling below the thresholds specified in paragraphs 2 and 3 for the first time, the nomination right of the respective person entitled to nomination shall cease to exist permanently. If there is no longer a person entitled to nominate according to the above provisions, the respective member of the Supervisory Board shall be elected by the shareholders' meeting.
4. The nomination right shall be exercised by written declaration to the Management Board of the Company. The person entitled to nominate must provide suitable proof to the Management Board of the holding of the applicable minimum shareholding. For the term of office of the member to be nominated, the provisions of section 9 shall apply mutatis mutandis."

1. The existing paragraph 2 shall become paragraph 7 and shall be reworded as follows:

"(7) Simultaneously with the election or nomination of the ordinary members of the Supervisory­ Board, substitute members may be elected or nominated by the person entitled to nominate them. A substitute member shall take office if the Supervisory Board member as whose substitute member he or she has been appointed leaves the Supervisory Board before the end of the term of office."

INVITATION TO THE EX TRAORDINARY GENERAL MEETING 2023

1. Requirements for participation in the General Meeting and the exercise of voting rights

Right to participate

The shareholders entitled to participate in the General Meeting and to exercise their voting rights and to submit motions in the General Meeting, are only those who register in text form in German or English with proof of their shareholding at the latest by 08 September 2023, 24:00 hours (CEST), at the office designated below.

Pursuant to Section 15 (2) of the Articles of Association, proof of share ownership pur­ suant to Section 67c (3) German Stock Corporation Act (AktG), which refers to the beginning­ of the 21st day prior to the General Meeting, i.e. to 25 August 2023, 00:00 hours (CEST) (the so-called record date) is sufficient. The proof of share ownership must be provided in text form in German or English language and must be received by the Company­ at the latest by 08 September 2023, 24:00 hours (CEST), at the following address:

ATOSS Software AG c/o Commerzbank AG

GS-OPS Income & General Meetings 60261 Frankfurt am Main

E-mail:hv-eintrittskarten@commerzbank.com

In relation to the Company, only those who have provided proof of shareholding shall be deemed to be shareholders for the purpose of participating in the Meeting and exercising voting rights. The entitlement to participate and the scope of voting rights are based exclusively on the shareholding on the cut-off date. The cut-off date does not imply a lock on the saleability of the shareholding. Disposals after the cut-off date shall have no significance for the seller's statutory participation and voting rights. Likewise, an additional acquisition of shares in the Company after the cut-off date does not lead to any changes with regard to participation and voting rights. Anyone who does not yet own any shares on the cut-off date, and only becomes a shareholder thereafter, is not entitled to participate and vote.

REQU I REM ENTS FO R PARTI CI PATI O N I N TH E G EN ER AL M EE TI N G AN D TH E EXERCI S E O F VOTI N G RI G HTS

Procedure for voting by proxy at the General Meeting

Shareholders who do not wish to participate in the General Meeting in person may also have their voting rights exercised at General Meeting by a proxy, for example by an intermediary­ (e.g. a bank), a shareholders' association, other institutions or persons covered­ by Section 135 AktG, by proxies appointed by the Company who are bound by instructions, or by another person of their choice. In this case, too, timely registration and proof of shareholding under the above provisions are required.

If a shareholder authorises more than one person, the Company may reject one or more of them.

The granting of the power of attorney, revocation thereof and proof of the authority vis- à-vis the Company must be in text form. The granting can be made to the proxy or to the Company. Proof of authority must either be presented by the proxy on the day of the General Meeting (e.g. by presenting the proxy at the admission control) or by declaration to the Company by post or by fax at the latest by 14 September 2023, 17:00 hours (CEST) or by the commencement of the voting procedures at the day of the General Meeting or electronically by e-mail to the following address:

ATOSS Software AG

Legal Department - ao. HV 2023 Rosenheimer Str. 141 h

81671 Munich

Fax: +49 (0) 89 - 42771 - 58400

E-mail: hauptversammlung@atoss.com

A power of attorney form will be sent to the persons duly registered for the General Meeting. This form is also available on the Company's website for download at https://www.atoss.com/en/company/investor-relations/general-meetings.

The above provisions on the form of powers of attorney do not extend to the form of granting, its revoking and proving powers of attorney to intermediaries, shareholders' associations or other institutions or persons covered by Section 135 AktG. The special statutory provisions of Section 135 AktG apply in this regard. However, the relevant proxies may set their own formal requirements; in such a case, the shareholders are therefore requested to consult with the proxy in good time regarding any particular form of the relevant power of attorney that may be required by the proxy.

INVITATION TO THE EX TRAORDINARY GENERAL MEETING 2023

Procedure for votes casting by proxies appointed by the Company at the General Meeting

The Company offers its shareholders the option of authorising the proxies nominated by the Company to exercise their voting rights prior to the General Meeting. Share­ holders who wish to authorise a power of attorney to the proxies appointed by the Company must also register for the General Meeting in due time under the above provisions and provide proof of shareholding. The proxies appointed by the Company shall exercise the voting rights under their instructions. Without instructions from the share- holder, the proxies appointed by the Company are not authorised to exercise voting rights. A form for granting power of attorney and issuing instructions to the proxies appointed­ by the Company will be send to the persons duly registered for the General Meeting and is also available for download on the Company's website https://www.atoss.com/en/company/investor-relations/general-meetings.

The granting of the power of attorney to the proxies appointed by the Company, revocation thereof and proof of the authority vis-à-vis the Company, must be in text form. These can also be transmitted electronically (e-mail), e.g. by sending the admission card and the power of attorney/instruction form as a scanned file, for example in PDF format, by e-mail to the address below. For organisational reasons, shareholders are requested to send the power of attorney and instructions to the proxies appointed by the Company to the following address, fax number or e-mail address by 14 September 2023, 17:00 hours (CEST) (date of receipt by the Company) at the latest:

ATOSS Software AG

Legal Department - ao. HV 2023 Rosenheimer Str. 141 h

81671 Munich

Fax: +49 (0) 89 - 42771 - 58400

E-mail: hauptversammlung@atoss.com

Alternatively, a handover to the proxies during the General Meeting is also possible until the commencement of the voting procedures. In addition, we offer shareholders who have duly registered and are present at the General Meeting to authorise the proxies appointed by the Company to exercise their voting rights at the General Meeting as well until the commencement of the voting procedures.

REQU I REM ENTS FO R PARTI CI PATI O N I N TH E G EN ER AL M EE TI N G AN D TH E EXERCI S E O F VOTI N G RI G HTS

Representation by the proxies appointed by the Company is limited to the exercise of voting rights in accordance with instructions. In particular, the proxies appointed by the Company do not accept any powers of attorney and instructions to file object­ ions against resolutions of the General Meeting, to exercise the right to speak and ask questions or to file motions.

There is no obligation to use the forms provided by the Company to authorise or issue instructions to the proxies appointed by the Company.