Half-Yearly Report ATOSS Quarterly Report 02.2012

Letter to Shareholders

With the fi rst six months of 2012 now behind us, aToSS has once again achieved new record sales and earnings and remains on course for further growth. We have expanded our range of sectorspecifi c solutions, won new customers, developed our products, and even entered the Japanese market with our solutions.

eddie Bauer, an established uS brand has turned its focus on workforce management issues and has now been relying on the aToSS retail Solution since 2012. In the space of fi ve months the solution has been adapted to suit Japanese legislation, individual company agreements and the Japanese character set and is being introduced at 57 branches operated by the group in Japan.

We are also fi rmly established in the healthcare sector, which is experiencing intense concentration and cost pressures. Not to mention an increasing shortage of skilled staff. our specially tailored aToSS Medical Solution has been on the market since 1994 and is ideally suited to this sector's highly complex needs. It was therefore no coincidence that uniklinik frankfurt, the second largest hospital in the state of Hesse, opted to collaborate with aToSS in the fi rst half of this year. In future, some 3,800 members of staff including around 700 doctors will be more effi ciently deployed with the support of our aToSS solution.

In the manufacturing sector in particular, there is an increasing need for demand-optimized personnel resource planning, as fl uctuations in capacity utilization and ever more fl exible working hours make themselves felt. Manufacturing companies are faced with the task of scheduling their personnel resources with fl exibility, dependent on the order situation and in order to safeguard the availability of staff with the requisite qualifi cations to suit their specifi c production processes. This is a complex issue: from scheduling staffi ng capacities via the demand-oriented, rule-based allocation of staff to shifts and workstations through to increasing employee orientation by taking account e.g. of preferred duty rosters, qualifi cations and preferences such as team membership or car sharing, there are many aspects to be considered. aToSS is ideally placed in this environment with the aToSS Staff effi ciency Suite for manufacturing. The result combines the more effi cient deployment of staff, optimized to meet demand and tailored to individual production lines, with a substantial reduction in administrative costs and maximum freedom of management. robert Bosch GmbH is the latest customer to opt for this solution and is deploying the aToSS Staff effi ciency Suite to manage more than 9,000 employees at its plant in Bamberg.

In addition, aToSS has successfully brought high-potential solutions to market for the transport & logistics and hospitality sectors.

Consistent industry focus

Dear Shareholders, Customers, Business Partners and Colleagues,

We are well aware that we owe our market position to our continuous and uncompromising investment in research & development. In both technological terms and in the way the ATOSS solutions are optimally adapted to the processes of our actual and potential customers in target sectors such as manufacturing, transport & logistics, retail, hospitality, healthcare and numerous service industries, ATOSS has a clear lead over its competitors. We intend to continue to develop this lead, not least because our customers expect optimum support for their specific processes. ATOSS solutions stand for the latest technology, optimum scalability, low integration costs as well as future-proof investment security, with a free choice of databases and operating systems. In order to strengthen our technological lead, in the first half of 2012 we invested EUR 3.6 million, equivalent to 22 percent of our sales revenues, in the ongoing development of our products and solutions. That is around 10 percent more than in the same period last year.

ATOSS has been successfully addressing the issue of workforce management for a quarter of a century. It is evident that this is an issue of increasing relevance, as qualified staff are not only in short supply, but also expensive to recruit and employ. What's more, the performance of every successful company is increasingly a product of the skills and knowledge of its employees. Efficient and sustainable personnel management is called for. The question of "how do I ensure that I have the right staff with the right qualifications in the right place at the right time and at the right costs?" can only be answered with highly professional IT support. It is a matter of efficiently harmonizing the interests of employers and employees in compliance with legislative regulations. This is where we start – with significant effects e.g. on employee productivity, personnel costs, employee motivation and ultimately on higher sales and earnings for our customers.

For an medium-sized enterprise such as ATOSS, forging new partnerships holds major potential. Last year we were successful in acquiring among others Wincor Nixdorf, SAP® system supplier KWP and TDS HR Services & Solutions as partners – thereby opening up new horizons. Through Wincor Nixdorf, ATOSS is now represented in every important region of the world. Our technical cooperation with KWP gives SAP® HCM customers in particular the opportunity via our jointly developed Connector for SAP® HCM (Human Capital Management) to combine demand-oriented, flexible resource planning "by ATOSS®" online with their existing SAP® HCM solution. For ATOSS this opens the door to an exciting market, while at the same time strengthening the SAP® ecosystem. Opening our software to SAP® users has generated positive momentum in the healthcare sector, for example, particularly with regard to large hospitals, and especially among manufacturing and logistics companies that now have the opportunity of integrating ATOSS scheduling tools into their existing IT landscapes. Not least our cooperation with TDS HR Services & Solutions also provides ATOSS with access to topical areas such as cloud computing. These are just some representative examples of the success of the ATOSS partner program.

25 years of workforce management at ATOSS

Yours sincerely

Andreas F.J. Obereder Christof Leiber Chief Executive Officer Member of the Board

of Management

Research and development remain crucial

Importance of the ATOSS partner program

Our focus on the current financial year is squarely on international growth as we continue to invest in new and existing partnerships. Particular priority also attaches to expanding our leading position in technology and sector verticals and consistently developing our advantage in both performance and experience.

In the first six months of 2012 ATOSS has recorded a continuous positive development in sales and earnings. At the same time, in an uncertain economic climate there is evidence of a generally slightly weaker appetite for investment. In 2012, subject to a recovery in investment in the second half-year, we continue to anticipate moderate growth in sales. Despite our own scheduled investments in sales and marketing in particular, the operating margin on sales (EBIT) will remain securely above 20 percent.

Targets for 2012 and outlook for the full year

CONSOLIDATED OVERVIEW AS PER IFRS: HALF-YEARLY COMPARISON IN T EUR

	01.01.2012 - 30.06.2012	Proportion of total sales	01.01.2011 - 30.06.2011	Proportion of total sales	Change 2012 / 2011
Total Sales	16,273	100%	15,762	100%	3%
Software	9,874	61%	9,280	59%	6%
Licenses	3,401	21%	3,328	21%	2%
Maintenance	6,473	40%	5,952	38%	9%
Consulting	4,486	28%	4,306	27%	4%
Hardware	1,212	7%	1,435	9%	-16%
Other	701	4%	741	5%	-5%

EBITDA	4,312	26%	4,108	26%	5%
EBIT	4,037	25%	3,877	25%	4%
EBT	4,473	27%	3,982	25%	12%
Net income	3,012	19%	2,704	17%	11%
Cash Flow	2,157	13%	3,842	24%	-44%
Liquidity (1/2)	24,615		22,375		10%
EPS (in EUR)	0.76		0.68		12%
Employees (3)	266		249		7%

CONSOLIDATED OVERVIEW AS PER IFRS: QUARTERLY COMPARISON IN T EUR

	Q2/12	Q1/12	Q4/11	Q3/11	Q2/11
Total Sales	8,437	7,836	8,229	7,584	7,913
Software	5,017	4,857	4,891	4,651	4,705
Licenses	1,745	1,656	1,772	1,586	1,676
Maintenance	3,272	3,201	3,119	3,065	3,029
Consulting	2,248	2,238	2,145	1,931	2,184
Hardware	665	547	607	764	548
Other	507	194	586	239	476

EBITDA	2,207	2,105	1,894	1,792	2,054
EBIT	2,070	1,967	1,766	1,665	1,941
EBIT margin (in %)	25%	25%	21%	22%	25%
EBT	2,147	2,326	1,812	2,617	2,015
Net income	1,465	1,547	1,199	1,772	1,367
Cash Flow (4)	-1,001	3,158	-1,641	3,117	799
Liquidity (1/2)	24,615	28,496	24,851	26,349	22,375
EPS (in EUR)	0.37	0.39	0.30	0.45	0.34
Employees (3)	266	265	269	259	249

(1) Cash and cash equivalents, current and non-current financial assets (e.g. gold, equities)

(2) Dividend of EUR 0.60 per share on May 4, 2011 (TEUR 2,386) and EUR 0.71 per share on April 23, 2012 (TEUR 2,832)

(3) At the end of the quarter/half

(4) Cash flow adaption in comparison to the values reported last year for interest income and expenditure, since from December 31, 2011 this is reported within cash flow from investment activities

Facts Overview

Economic background Uncertainties emanating from the euro debt crisis are putting pressure on the economic climate. The mood in the IT industry in Germany is positive

ATOSS Software AG Growth in sales and earnings continues Research & development expenditure again increased Strong increase in earnings per share

Investor Relations

ATOSS stock: The rewards of a long-term commitment

Once again in the first half of 2012, the equity markets remained unsettled. Uncertainty was prompted by the constant flow of news focusing on the euro debt crisis and the weakening economy. The expectations expressed by German companies are declining. In June 2012 the ifo business climate index fell more sharply than had been anticipated. Likewise the economic index compiled by the Centre for European Economic Research (ZEW) also fell at the end of the first half. The stock markets have responded with nervousness and reticence.

ATOSS stock has escaped this trend. At the end of May the share price reached a new high of EUR 22.80, while a year on year comparison (July 2011 to June 2012) as of the end of June showed a gain of 17 percent. Taking into account the dividend payment of EUR 0.71, the increase amounted to almost 21 percent, whereas in the same period the relative benchmark, the DAXsubsector Software Performance Index, rose by 12 percent.

A long-term consideration underscores the particular strength of ATOSS stock. Over the period from January 2007 to June 2012, the share price rose by 93 percent, emphasizing the value of a long-term commitment. In addition, dividend payments between 2007 and 2012 totaled EUR 2.80 per share. Over the same period the DAXsubsector Software Performance Index rose by 28 percent.

A similar long-term review appeared under the title "high, sustainable, rising" in issue 19/12 of the magazine Euro am Sonntag (EuramS). ATOSS Software AG ranked as one of 10 stocks rated as "true dividend stars". Alongside DAX heavyweights such as BASF and Bayer, ATOSS finds itself in good company in this analysis. Apart from the dividend yield, the assessment was based on criteria that also included the development in price, the company's past history and future prospects. On the basis of its empirical analysis, EuramS also stressed that stocks that pay strong dividends generally also perform better than the market as a whole.

Following publication of the figures for the first half of 2012, on July 24 analysts at Warburg Research rated the stock as a hold given the development both in the share price and in business in the first six months. The analysts emphasized the growth in the high-margin software segment during the reporting period, as well as the fact that due to the high quality of sales, their earnings expectations were met despite sales revenues coming in somewhat lower than anticipated. At the same time, they also pointed out the declining appetite for investment. The analysis drew particular attention to the reality that in April and May customers were evidently less willing to invest, leading to a decline in orders received for software licenses.

On the basis of slightly reduced forecasts and somewhat higher risk loading, the upside target was trimmed from EUR 24.50 to EUR 22.20. The stock is now rated as a hold.

Further information: www.atoss.com

CONSOLIDATED OVERVIEW AS PER IFRS: QUARTERLY COMPARISON IN EUR

	Q2/12	Q1/12	Q4/11	Q3/11	Q2/11
High	22.80	22.09	17.40	18.34	18.28
Low	18.76	16.55	16.20	15.50	16.15
Share price at end of quarter	19.84	21.50	16.56	17.05	17.11
Treasury stock	0.00	0.00	49,009	49,099	49,099
Dividend paid per share	0.71	0.00	0.00	0.00	0.60
Cash flow per share (1)	-0.25	0.79	-0.41	0.78	0.20
Liquidity per share (2)	6.19	7.17	6.25	6.63	5.63
EPS	0.37	0.39	0.30	0.45	0.34
EPS (diluted)	0.37	0.39	0.30	0.45	0.34

Stocks 2007/2012

Stocks 2011/2012

(1) Cash flow adaption per share in comparison to the values reported last year for interest income and expenditure, since from December 31, 2011 this is reported within cash flow from investment activities

(2) Liquid assets per share comprise cash and cash equivalents as well as current and non-current financial assets (e.g. gold, equities)

Group Management Report 1. Business and conditions: Heightened uncertainty weighs on the German economy

It is likely that the German economy will experience a period of renewed weakness in the summer half-year. According to the German Institute for Economic Research (DIW), the debt crisis is restricting growth in the Federal Republic more strongly than expected. Consequently, demand for German products even in industrial countries such as the USA will remain weak. The DIW summer forecast for this year points to growth of 1.0 percent, coupled with a slight downturn in employment. The Federal Statistical Office, on the other hand, anticipates growth of just 0.7 percent in 2012.

The sustained deterioration in the economy is also reflected in the ifo business climate index for the manufacturing sector in Germany, which has fallen by 3 points since the beginning of the year. Similarly, the index measuring corporate estimates of the business situation is also down by around 2.4 points over the same period. According to the survey carried out by the ifo Institute, there has been a marked decline in expectations for the coming half-year, with German industry fearing increasing adversities as a result of the euro crisis.

In contrast with the weak economic data in general, the business climate in the high-tech sector is still rated as good. However in this sector too, there were signs of a slight deterioration in mood between the first and second quarters. The BITKOM index consequently declined by 7 points in the second quarter of 2012 to stand at 56 points. BITKOM is currently forecasting growth of around 3 percent in the IT segment in 2012.

While these comparisons both at the macroeconomic level and in the IT environment reflect increases that compare with a severely contracted baseline in the preceding year, ATOSS has in the past year recorded growth of 8 percent. What's more, in the first half of 2012 despite a declining corporate appetite for investment and in a generally challenging economic environment, ATOSS once again succeeded in recording new record sales and earnings (EBIT). In our core software business we recorded growth of 6 percent in sales, albeit accompanied by a decline in orders received for software licenses.

2. Earnings position: Stable development in sales and earnings

In the first six months of financial year 2012 ATOSS recorded sales up 3 percent at EUR 16.3 million (previous year: EUR 15.8 million). In our core software business, sales climbed 6 percent from EUR 9.3 million to EUR 9.9 million. Software maintenance, too, continued to develop positively with turnover increasing by 9 percent from EUR 6.0 million to EUR 6.5 million.

In the consulting area, ATOSS recorded growth of 4 percent in the first half year of 2012, with revenues rising from EUR 4.3 million last year to EUR 4.5 million.

The operating profit (EBIT) was 4 percent higher than in the previous year, rising from EUR 3.9 million to EUR 4.0 million.

Thanks to a strong financial result, earnings before taxes (EBT) in the reporting period climbed 12 percent from EUR 4.0 million to EUR 4.5 million.

Net income to 30 June, 2012 came in at EUR 3.0 million, representing growth of 11 percent relative to the EUR 2.7 million recorded in the same period last year. Earnings per share accordingly increased from EUR 0.68 to EUR 0.76.

As of the end of June due to a decline in orders received at EUR 2.8 million (previous year: EUR 3.3 million), orders on hand for software licenses stood at EUR 2.7 million (previous year: EUR 3.1 million). This still represents a satisfactory starting point for the second half of 2012.

3. Net assets and financial position

In the first six months of financial year 2012, cash flow from operations was below previous year's figure at EUR 2.2 million (previous year: EUR 3.8 million). Cash and equivalents slipped from EUR 15.8 million to EUR 12.8 million. The position as a whole, however, comprising cash and equivalents and other current and non-current financial assets (e.g. gold, equities) increased from EUR 22.4 million to EUR 24.6 million. Liquidity per share on June 31, 2012 including these current and non-current assets accordingly stood at EUR 6.19 (previous year: EUR 5.63).

The decline in cash and equivalents relative to the year before is attributable to a redistribution of investments in other current and non-current financial assets. With this change in investment strategy the company intends to emphasize its focus on safeguarding long-term value and hedging against inflation and take adequate precautions against the effects of an increase in money supply and the steep rise in the sovereign debt ratios in numerous euro zone states as well as the USA.

In total, the Management Board is authorized by the Supervisory Board to invest in physical gold in an amount of up to EUR 17.0 million and in dividend-bearing securities in an amount of up to EUR 5.0 million. On June 30, 2012 the company had EUR 8.8 million invested in gold and EUR 3.0 million invested in dividend-bearing securities.

In addition to net earnings of EUR 3.0 million, the EUR 2.2 million in cash flow from operations was also boosted by an increase in deferred revenues of EUR 1.2 million. Reduction of trade accounts payable and other liabilities induced cash flow reducing effects of EUR 1.6 million.

ATOSS also recorded an equity ratio of 68 percent (previous year: 61 percent). The company thus remains extremely well capitalized, with solvency assured at all times.

4. Product development

A high level of expenditure on research & development remains an important component of the ATOSS growth strategy with the goal of further extending the company's strong position as a technological leader in workforce management. Research & development costs rose by 10 percent in the first six months at EUR 3.6 million (previous year: EUR 3.2 million). Research & development costs as a proportion of overall sales amounted to 22 percent (previous year: 21 percent).

The company continues to refrain from capitalizing the expense of developing new products. All expenditure for this purpose is recognized in the income statement in the period in which it is incurred.

5. Employees

As compared to previous year the number of employees rose from 249 to 266. On June 30, 2012 ATOSS employed 118 software developers (previous year: 110), with a further 69 staff employed in consulting (previous year: 69), 39 in sales and marketing (previous year: 34) and 40 in administration (previous year: 36).

Personnel costs for the first six months of the current financial year amounted to EUR 8.1 million

(previous year: EUR 7.5 million).

6. Risks associated with future development

There has been no change in the company's risk structure relative to the description contained in the consolidated financial statements to December 31, 2011.

As in the past, the company's investment policy continues to focus on preserving the value of freely

available resources.

7. Events after the reporting period

There have been no reportable events of particular significance since June 30, 2012.

8. Outlook

In the uncertain economic environment in the first half of 2012, companies were a little more reticent in their willingness to invest. Consequently orders received as of 30 June, 2012 at EUR 2.8 million fell short of the previous year's figure of EUR 3.3 million. Orders on hand at the end of June 2012 amounted to EUR 2.7 (previous year: EUR 3.1 million).

Against this background, the Management Board's unchanged forecast for moderate growth in sales in 2012 is however subject to the proviso that the appetite for investment recovers once more in the second half-year. Despite the company's own scheduled investments in particular in sales and marketing, the EBIT margin will remain securely above 20 percent.

Half-YearlY reporT | QuarTerlY reporT Q2.2012 CoNSolIDaTeD BalaNCe SHeeT

CONSOLIDATED BALANCE SHEET TO 30.06.2012 IN EUR

Non-current assets





Current assets

Assets	30.06.2012	31.12.2011
Non-current assets
Tangible fi xed assets	2,871,251	2,948,852
Intangible assets	158,158	177,184
Other fi nancial assets	579,285	553,450
Deferred taxes	301,039	277,534
Total non-current assets	3,909,733	3,957,020
Current assets
Inventories	11,459	8,199
Trade accounts receivable	2,910,970	2,611,623
Other fi nancial assets	11,250,148	9,180,200
Other non-fi nancial assets	711,738	518,104
Cash and equivalents	12,785,352	15,117,296
Total current assets	27,669,667	27,435,422
Total assets	31,579,400	31,392,442

Equity and Liabilities	30.06.2012	31.12.2011
Equity
Subscribed capital	3,976,568	4,025,667
Capital reserve	-661,338	-387,528
Treasury stock	0	-322,909
Equity deriving from unrealized profi ts/losses	316,200	205,237
Unappropriated net income	17,774,153	17,585,809
Total equity	21,405,583	21,106,276
Non-current liabilities
Pension provisions	1,723,494	1,716,969
Deferred taxes	498,124	321,766
Total non-current liabilities	2,221,618	2,038,735
Current liabilities
Trade accounts payable	334,753	790,104
Other liabilities	3,470,226	4,622,107
Deferred revenues	2,897,525	1,702,752
Tax provisions	1,155,695	1,038,468
Other provisions	94,000	94,000
Total current liabilities	7,952,199	8,247,431
Total equity and liabilities	31,579,400	31,392,442

Equity Non-current liabilities Current liabilities

CONSOLIDATED CASH FLOW STATEMENT FROM 01.01.2012 TO 30.06.2012 IN EUR

	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Cash Flow from business operations
Net income	3,011,707	2,704,179
Depreciation of fixed assets	275,105	230,813
Gains/Losses from the disposal of fixed assets	370	246
Gains/Losses from the sale of available-for-sale financial assets	-434,796	0
Other result on financial asset	-70,531	-89,179
Change in deferred taxes	152,854	14,026
Change in pension provisions	6,525	-23,637
Adjustment for other items not recognized in profit or loss	6,820	19,849
Change in net current assets
Trade accounts receivable	-299,347	-120,026
Inventories and other assets	-196,892	-191,497
Trade accounts payable	-455,351	-538,213
Other liabilities	-1,151,882	-649,882
Deferred revenues	1,194,773	1,893,058
Tax provisions	117,227	592,553
Cash flow from business operations (1)	2,156,582	3,842,290
Cash flow from investing activities
Disbursements for the acquisition of tangible and intangible fixed assets	-178,849	-247,914
Receipts from the disposal of other financial assets	3,668,426	0
Disbursements for the acquisition of other financial assets	-5,244,661	-6,240,720
Receipts from interests/dividends	90,003	89,179
Disbursements for interests	-82	0
Cash flows generated from investing activities (2)	-1,665,163	-6,399,455

Cash flow from financing activities
Income from the sale of treasury stock	0	41,050
Dividend payments	-2,823,363	-2,385,941
Cash flows from financing activities (3)	-2,823,363	-2,344,891
Changes in cash and equivalents – total of (1) to (3)	-2,331,944	-4,902,056
Cash and equivalents at the beginning of the period	15,117,296	20,691,419
Cash and equivalents at the end of the period	12,785,352	15,789,363

Changes in cash and equivalents - total of (1) to (3)
Cash and equivalents at the beginning of the period
Cash and equivalents at the end of the period

C O N S OL I D A T E D INC O M E ST A T E M E N T C O N S OL I D A T E D ST A T E M E NT OF C O M PRE H E NSI VE INC O M E C O N S OL I D A T E D C A SH FLO W ST A T E M E N T

CONSOLIDATED INCOME STATEMENT FROM 01.01.2012 TO 30.06.2012 in EUR

		Quarterly report	6-months report
	01.04.2012 -30.06.2012	01.04.2011 -30.06.2011	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Sales	8,437,124	7,913,355	16,273,294	15,761,835
Cost of sales	-2,489,295	-2,220,106	-4,714,644	-4,671,199
Gross profit on sales	5,947,829	5,693,249	11,558,650	11,090,636
Selling costs	-1,374,992	-1,470,876	-2,585,030	-2,729,169
Administration costs	-705,372	-652,973	-1,400,022	-1,267,783
Research and development costs	-1,803,060	-1,679,130	-3,556,582	-3,243,595
Other operating expenses	-2,011	-8,864	-29,231	-38,116
Other operating income	7,474	60,079	48,879	65,563
Operating profit (EBIT)	2,069,868	1,941,485	4,036,664	3,877,536
Interest and similar income	150,415	92,702	659,744	143,641
Interest and similar expenses	-73,605	-19,522	-223,516	-39,256
Earnings before taxes (EBT)	2,146,678	2,014,665	4,472,892	3,981,921
Taxes on income and earnings	-682,115	-647,652	-1,461,185	-1,277,742
Net income	1,464,563	1,367,013	3,011,707	2,704,179

Earnings per share (undiluted)	0.37	0.34	0.76	0.68
Earnings per share (diluted)	0.37	0.34	0.76	0.68

Average number of shares in circulation (undiluted)	3,976,568	3,976,568	3,976,568	3,974,386
Average number of shares in circulation (diluted)	3,976,568	3,976,568	3,976,568	3,976,568

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FROM 01.01.2012 TO 30.06.2012 IN EUR

	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Net income	3,011,707	2,704,179
Changes not recognized in profit and loss resulting from the sale/purchase of treasury stock	0	41,050
Changes not recognized in profit or loss resulting from available-for-sale financial assets	104,143	-59,596
Income tax effects	6,820	24,934
Other income for the period after taxes	110,963	6,388
Comprehensive income after taxes	3,122,670	2,710,567

CONSOLIDATED STATEMENT OF CHANgES IN EQUITY TO 31.06.2012 IN EUR

	Subscribed capital	Capital reserve	Treasury stock	Equity deriving from unrealized profi ts/losses	Unappro priated net income	Total
As of 01.01.2011	4,025,667	-375,203	-376,284	0	14,296,435	17,570,615
Net income	0	0	0	0	2,704,179	2,704,179
Sale of treasury stock	0	-12,325	53,375	0	0	41,050
Purchase of treasury stock	0	0	0	0	0	0
Dividend	0	0	0	0	-2,385,941	-2,385,941
Other changes in equity	0	0	0	-34,662	0	-34,662
As of 30.06.2011	4,025,667	-387,528	-322,909	-34,662	14,614,673	17,895,241

As of 01.01.2012	4,025,667	-387,528	-322,909	205,237	17,585,809	21,106,276
Net income	0	0	0	0	3,011,707	3,011,707
Withdrawal of treasury shares	-49,099	-273,810	322,909	0	0	0
Dividend	0	0	0	0	-2,823,363	-2,823,363
Other changes in equity	0	0	0	110,963	0	110,963
As of 30.06.2012	3,976,568	-661,338	0	316,200	17,774,153	21,405,583

	Subscribed capital	Capital reserve	Treasury stock	Equity deriving from unrealized profi ts/losses	Unappro priated net income	Total
As of 01.01.2011	4,025,667	-375,203	-376,284	0	14,296,435	17,570,615
Net income	0	0	0	0	2,704,179	2,704,179
Sale of treasury stock	0	-12,325	53,375	0	0	41,050
Purchase of treasury stock	0	0	0	0	0	0
Dividend	0	0	0	0	-2,385,941	-2,385,941
Other changes in equity	0	0	0	-34,662	0	-34,662
As of 30.06.2011	4,025,667	-387,528	-322,909	-34,662	14,614,673	17,895,241

As of 01.01.2012	4,025,667	-387,528	-322,909	205,237	17,585,809	21,106,276
Net income	0	0	0	0	3,011,707	3,011,707
Withdrawal of treasury shares	-49,099	-273,810	322,909	0	0	0
Dividend	0	0	0	0	-2,823,363	-2,823,363
Other changes in equity	0	0	0	110,963	0	110,963
As of 30.06.2012	3,976,568	-661,338	0	316,200	17,774,153	21,405,583

One share represents 1 euro of subscribed capital.

Notes to the consolidated financial statement

1. General

The present report has been prepared in accordance with International Financial Reporting Standards (IFRS) in compliance with IAS 1.14. In particular the report complies with the provisions contained in IAS 34 "Interim Financial Reporting". The requirements contained in German Accounting Standard (DRS) No. 6 regarding interim reporting have likewise been fulfilled.

In accordance with IAS 34.20, the present statements include a consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income, consolidated cash flow statement, a statement of changes in consolidated equity and explanatory notes to the consolidated statements.

The same financial accounting, valuation and computation methods have been applied as in the case of the annual financial statements to December 31, 2011.

The Management Board is satisfied that the impression of the economic situation of the company, its net assets, financial position, earnings situation and cash flow conveyed by the present quarterly financial statements accords with the true facts. This interim report has not undergone an auditors' inspection or statutory audit.

2. Reporting period

The present interim report was prepared to June 30, 2012 for the reporting period from January 1, 2012 to that date.

3. Currency

All figures are stated in euro. Amounts are rounded up to whole euro units.

4. Group of consolidated companies

In addition to the parent company ATOSS Software AG, Munich, the consolidated financial

statements to June 30, 2012 also include all subsidiary companies:

ATOSS CSD Software GmbH, Cham, Germany ATOSS Software Ges. mbH, Vienna, Austria ATOSS Software AG, Zurich, Switzerland ATOSS Software S.R.L., Timisoara, Romania

These companies are fully consolidated.

5. Changes in equity

The development in equity is evident from the statement of changes in consolidated equity.

6. Treasury stock

In the first six months some 49,099 treasury shares were withdrawn, since the primary reason for holding these shares – namely to underpin the convertible bond program – is no longer applicable following the expiry of the program. The shares were withdrawn on the basis of a resolution adopted at the annual general meeting of ATOSS Software AG on May 2, 2011, which authorized the Board of Management to purchase shares in the company. Shares purchased on the basis of this and previous authorizations may be withdrawn without the need for a further resolution by the general meeting to approve the withdrawal thereof (Section 71, Para. 1, No. 8, Sentence 6 of the German Stock Corporation Act).

7. Sales

The company's sales were composed as follows:

EUR	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Software licenses	3,400,980	3,327,621
Software maintenance	6,472,568	5,951,919
Total software	9,873,548	9,279,540
Consulting	4,485,692	4,305,585
Hardware	1,211,700	1,434,765
Others	702,354	741,945
Total Sales	16,273,294	15,761,835

The geographic breakdown of Sales was as follows:

EUR	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Germany	14,578,725	14,286,775
Austria	816,355	864,629
Switzerland	389,747	382,665
German-speaking territories in total	15,784,827	15,534,069
Other countries	488,467	227,766
Total Sales	16,273,294	15,761,835

8. Personnel costs

The consolidated personnel costs to June 30, 2012 were composed as follows:

EUR	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Wages and salaries	6,731,709	6,180,081
Social security contributions and expenditure on retirement pensions and welfare	1,333,623	1,300,303
Total personnel costs	8,065,332	7,480,384

9. Other operating income and expenses

In the first six months of the current financial year the company recorded other operating income in the amount of EUR 48,879 (previous year: EUR 65,563). This essentially comprised income resulting from the liquidation of provisions in the amount of EUR 27,509 (previous year: EUR 6,758) and from exchange rate differentials in the amount of EUR 16,327 (previous year: EUR 56,616).

The other operating expenses amounting to EUR 29,231 (previous year: EUR 38,116) were composed primarily of exchange rate differentials in the amount of EUR 24,890 (previous year: EUR 35,851).

10. Financial investment income and expenses

The company recorded income in the first six months of the current financial year in the amount of EUR 659,744 (previous year: EUR 143,641) from financial investments. This comprised profits from the sale of financial assets in the amount of EUR 334,823 (previous year: EUR 565), income from write-ups on financial assets in the amount of EUR 134,946 (previous year: EUR 5,086), as well as interest income in the amount of EUR 90,003 (previous year: EUR 90,478) and dividends received in the amount of EUR 99,972 (previous year: EUR 47,511).

The company also recorded expenses amounting as of June 30, 2012 to EUR 223,516 (previous year: EUR 39,256). These comprised write-downs on financial assets in the amount of EUR 154,336 (previous year: EUR 0) resulting from intra-year valuations to June 30, 2012 and interest costs incurred in connection with pension provisions in the amount of EUR 69,180 (previous year: EUR 38,489).

11. Tax charge

Consolidated tax expenses to June 30, 2012 were comprised as follows:

EUR	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Eearnings before taxes (EBT)	4,472,892	3,981,921
Expected tax charge (2012: 32.60%, 2011: 32.98%)	-1,458,163	-1,313,238
Non-deductible operating expenses	-6,181	-9,230
Permanent differences resulting from balance sheet differentials	-50,313	0
Differences in tax rates at consolidated companies	53,472	44,726
Actual Group tax charge	-1,461,185	-1,277,742

12. Earnings per share

The figure for earnings per share is calculated by dividing the net income of EUR 3,011,707 by the weighted average number of shares outstanding. Between January 1 and June 30, 2012 there were an average of 3,976,568 shares in circulation. Thus earnings per share for this period amounted to EUR 0.76, in comparison with EUR 0.68 in the first six months of the preceding year.

In order to calculate diluted earnings per share, the net income must be adjusted to allow for the interest cost relating to convertible bonds in the amount of EUR 0 (previous year: EUR 22). In addition the average number of shares outstanding is increased with the inclusion of shares potentially issued as a result of convertible bonds. Between January 1 and June 30, 2012 there were no convertible bonds in circulation. Thus the diluted earnings per share for this period amounted to EUR 0.76, in comparison with EUR 0.68 in the preceding year.

13. Segment reporting

The company has only one uniform business segment which comprises the creation, sale and implementation of software solutions directed towards the efficient deployment of personnel.

The individual software solutions comprise:

ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE):

ASES and ASE are working time management and personnel resource planning solutions for customers of all sizes in all industries. These software solutions are generally accompanied by other services covering implementation and training. In addition consulting services are rendered with the object of making meaningful use of the available scope and developing optimum solutions for the efficient deployment of personnel under specific operating conditions and in consideration of works council agreements and industry-wide pay deals. The company also sells hardware components for time recording and access control purposes. ASES/ASE software is used in conjunction with all major standard system platforms and databases. Moreover thanks to the extensive facility to define customer-specific parameters these solutions are capable of satisfying even the most sophisticated requirements of customers of all sizes in all industries.

ATOSS Time Control (ATC):

ATC offers a software solution for working time management and personnel resource planning for small and medium-sized customers as well as large but decentrally organized clients. Likewise, in conjunction with ATC, ATOSS offers software implementation and training as well as consulting services. Merchandise including hardware and recording media is also available. ATC software is installed on the Microsoft Windows system platform in association with standard SQL databases and is particularly user-friendly and convenient for small to medium-sized customers as well as large decentralized organizations.

EUR	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Sales
ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE)	15,002,087	14,529,185
ATOSS Time Control (ATC)	1,271,207	1,232,650
Total sales	16,273,294	15,761,835

Operating profit (EBIT)
ATOSS Staff Efficiency Suite (ASES) and ATOSS Startup Edition (ASE)	3,821,318	3,613,429
ATOSS Time Control (ATC)	215,346	264,107
Total operating profit (EBIT)	4,036,664	3,877,536

14. Employees

On June 30, 2012 the company had 266 employees (previous year: 249).

	01.01.2012 -30.06.2012	01.01.2011 -30.06.2011
Development	118	110
Consulting	69	69
Sales and marketing	39	34
Administration	40	36
Total	266	249

15. Board of Management

The members of the Board of Management are:

ndreas F.J. Obereder
hristof Leiber

Andreas F.J. Obereder	Chief Executive Officer
Christof Leiber	Executive Board

16. Supervisory Board

The members of the Supervisory Board are:

Peter Kirn	Chairman
Rolf Baron Vielhauer von Hohenhau	Deputy Chairman
Richard Hauser	Member of the Supervisory Board

17. Board member shareholdings

On the reporting date of June 30, 2012 board members held the following numbers of ATOSS shares:

EUR	30.06.2012	31.03.2012	31.12.2011	30.09.2011	30.06.2011
Andreas F.J. Obereder	1,988,285	1,988,285	1,981,184	1,981,184	1,981,184
Peter Kirn	14,760	14,760	19,760	19,760	19,760

18. Notifiable participating interests

In the first six months of financial year 2012 the company received the following notifications regarding changes in participating interests pursuant to section 21 ff. of the German Securities Trading Act:

On January 30, 2012 the share in voting rights held by Mr. Andreas Obereder, Germany, exceeded 50 percent of nominal capital. His holding at that time amounted to 50.0000025 percent.

On January 27, 2012 the share in voting rights held by MainFirst SICAV, Luxembourg, exceeded 5 percent of nominal capital. Its holding at that time amounted to 5.06 percent.

On March 13, 2012 the threshold of 3 percent of voting rights was exceeded with the purchase of shares by Investmentaktiengesellschaft für langfristige Investoren TGV, Germany. Its holding at that time amounted to 3.93 percent. On March 15, 2012 the proportion of 5 percent of voting rights was exceeded with the purchase of further shares by this company whose holding at this time amounted to 5.83 percent.

On March 09, 2012 Universal Investment, Germany, reduced its holding below the voting rights threshold of 3 percent of nominal capital through the sale of shares. Its holding at that time

amounted to 2.32 percent.

On March 20, 2012 the threshold of 3 percent of voting rights was exceeded with the purchase of shares by IFM Independent Fund Management AG, Liechtenstein. Its holding at that time amounted to 3.27 percent.

19. Business transactions with closely related persons

The wife of the Chief Executive Officer provides services to the company. In the first six months of the financial year 2012 the value of these services amounted to EUR 2,236 (previous year: EUR 4,316).

The company is satisfied that the terms agreed for these transactions are standard market terms.

20. Events after the reporting period

There have been no reportable events of particular significance since June 30, 2012.

We hereby give an assurance to the best of our knowledge and belief that in accordance with the applicable interim reporting standards these interim consolidated financial statements convey an impression of the net assets, financial position and earnings situation of the Group which accords with the true facts; and that the development in business including the results and the situation of the Group are so described in the interim consolidated management report as to convey an impression which likewise accords with the true facts; and that the essential opportunities and risks associated with the anticipated development of the Group in the remainder of the financial year are so described.

This report contains forward-looking statements that are based on the conviction of the Management Board of ATOSS Software AG and reflect current assumptions and estimations. These forward-looking statements are subject to risks and uncertainties. Many facts that cannot currently be predicted may cause the actual performance and earnings of ATOSS Software AG to develop in a different manner. This could for example include the non-acceptance of newly introduced products or services, changes in the general economic and business climate, a failure to achieve efficiency and cost-reduction targets or changes in business strategy.

The Management Board is firmly convinced that the expectations embodied in these forwardlooking statements are sound and realistic. Should however the above-mentioned or other unforeseeable risks materialize, ATOSS Software AG cannot guarantee that the expressed expectations will prove to be correct.

Munich, August 13, 2012

Andreas F.J. Obereder Christof Leiber Chief Executive Officer Member of the Board

of Management

Corporate Calendar

October 22, 2012 P	ress release nine months´ financial statement
November 14, 2012 A	nalysts conference,

Deutsches Eigenkapitalforum, Frankfurt

November 15, 2012 Publication nine months' financial statement

Responsible

ATOSS Software AG Am Moosfeld 3 81829 Munich T +49 89 4 27 71 0 F +49 89 4 27 71 100 www.atoss.com

INVESTOR RELATIONS

ATOSS Software AG Investor Relations Christof Leiber T +49 89 4 27 71 0 F +49 89 4 27 71 100 [email protected]

Imprint

Other Offices

Düsseldorf T +49 2150 9 65 0

Frankfurt

T +49 69 13 82 43 0

Hamburg

T +49 40 27 81 63 0

Stuttgart

T +49 7 11 7 28 73 200

Subsidiaries

Germany

ATOSS CSD Software GmbH, Cham T +49 99 71 85 18 0

Austria

ATOSS Software Ges.mbH, Vienna T +43 1 7 17 28 334

Switzerland ATOSS Software AG, Zurich T +41 44 3 08 39 56

Romania

ATOSS Software SRL, Timisoara T +40 356 710 170

ATOSS Software AG

Am Moosfeld 3 81829 München T +49 89 4 27 71 0 F +49 89 4 27 71 100

[email protected] www.atoss.com