EQS-Adhoc: ATOSS Software AG: Growth investor General Atlantic acquires block of shares representing approx. 20 percent of share capital from majority shareholder

Munich, June 15, 2023

The majority shareholder in ATOSS Software AG, AOB Invest GmbH, which is controlled by the founder and CEO of ATOSS Software AG, Andreas Obereder, and the financial investor General Atlantic today signed an agreement. According to this agreement, General Atlantic purchases approximately 20% of the shares in ATOSS Software AG from AOB Invest GmbH. AOB Invest GmbH grants General Atlantic a discount of 12.8% on the 6-month VWAP (180 trading days since September 30, 2022). The closing of the agreement is scheduled for June 30, 2023.

The agreement provides for put options for AOB Invest GmbH and call options for General Atlantic. Upon exercise of the options General Atlantic will acquire up to further just under 5% of the shares in ATOSS Software AG from AOB Invest GmbH. AOB Invest GmbH will remain the largest shareholder even if these options are exercised. AOB Invest GmbH and General Atlantic have agreed that during a four-year standstill period they will only dispose of the majority of their shareholding with the consent of the other party.

In an agreement dated today, the company has committed to General Atlantic to convene an extraordinary general meeting immediately after completion of the share purchase and to propose an amendment to the articles of association.

The amendment to the articles of association provides for the enlargement of the supervisory board of the company from three to four members, with AOB Invest GmbH being granted an appointment right (Entsenderecht) with respect to the fourth member of the supervisory board.

AOB Invest GmbH and General Atlantic have mutually agreed to approve this amendment to the articles of association. AOB Invest GmbH has also undertaken to exercise the appointment right (Entsenderecht) to the supervisory board as instructed by General Atlantic. General Atlantic plans to fill the additional position by Mr. Jörn Nikolay, managing director at General Atlantic in Munich.