THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

SSA Global Technologies, Inc. (SSAG)

4/10/2006 Proxy Information

Two of our Compensation Committee members, Messrs. Cohen and Neporent, are members of management of our controlling stockholder and are not considered to be independent.

Initial Public Offering of Common Shares and Use of Proceeds

On May 26, 2005, we sold 9,000,000 shares of Common Stock at $11.00 per common share in our IPO, including 1,400,000 shares acquired by investment entities affiliated with General Atlantic. The net proceeds of $85.8 million (gross proceeds of $99.0 million less expenses of the offering) were used to repay $81.2 million of the amount owed (excluding accrued and unpaid interest thereon) under the promissory notes issued on July 18, 2003 to Madeleine L.L.C., an affiliate of Cerberus (an entity under which we are under common control with) and investment entities affiliated with General Atlantic, in the aggregate principal amount of $130.1 million, which were due on November 15, 2006 and accrued interest at a rate of 1.23% per annum. On June 16, 2005, the underwriters of the IPO exercised the over-allotment option to purchase 1,350,000 shares of common stock at the IPO price of $11.00 per share. The net proceeds of $13.8 million (gross proceeds of $14.8 million less underwriting discount of $1.0 million), along with the remaining proceeds above, were used in part to fund the Boniva Software, Inc., and and E.piphany, Inc. acquisitions on August 1, 2005 and September 29, 2005, respectively.

Upon the closing of the IPO, 3,000,000 shares of preferred stock then outstanding, which were held by our controlling stockholders, were converted into 43,500,000 shares of Common Stock, plus 9,254,766 shares related to the accrued, but unpaid preferred stock dividends at the time of the IPO, for 52,754,766 shares of Common Stock in aggregate.

Also at the time of the IPO, the terms of the remaining related-party indebtedness, including the remaining portion of the $130.1 promissory note, the $69.2 million subordinated promissory note, the $23.0 million subordinated promissory note and the $7.7 million subordinated promissory note (all as discussed below) were modified into a senior unsecured promissory note payable to Cerberus and General Atlantic aggregating approximately $151.8 million of indebtedness to provide an interest rate of three-month LIBOR plus 2.75%, a three-year term and a senior unsecured ranking.

Registration Rights Agreement

On April 2, 2003, we entered into a registration rights agreement with Cerberus and General Atlantic affiliates.

Demand Registration Rights. Cerberus and the General Atlantic Stockholders have demand registration rights, subject to the following limitations: (i) in no event are we required to effect a demand registration unless the aggregate market price is at least $10,000,000; and (ii) subject to certain requirements pursuant to the registration rights agreement, in no event are we required to effect, in the aggregate, more than two demand registrations for the General Atlantic Stockholders and more than five demand registrations for Cerberus. In addition, if Cerberus or the General Atlantic Stockholders request that we file a registration statement on Form S-1 or S-3 for a public offering of all or any portion of their shares of registrable securities, we are required to use our reasonable best effort to register for public sale the registrable securities specified in such request.

Incidental Registration Rights. If we propose to register any of our securities under the Securities Act (other than in a registration on Forms S-4 or S-8 and other than pursuant to the preceding paragraph), management will notify all holders of registrable securities of its intention and upon the request of any holder, subject to certain restrictions, effect the registration of all securities requested by holders to be so registered.

Pursuant to the registration rights agreement, we will pay all registration expenses and indemnify each holder of registrable securities with respect to each registration which has been effected.

Promissory Notes

On December 19, 2002 we issued a subordinated promissory note to Madeleine L.L.C., a Cerberus affiliate, in the principal amount of $125.0 million but only borrowed $116.4 million under this note. We repaid $8.0 million of this note in December 2002, leaving a balance of $108.4 million at December 31, 2002. On April 2, 2003, we sold a 25% interest in SSA Global for $75.0 million to various investment entities affiliated with General Atlantic, represented by preferred stock. We used a portion of the proceeds from the issuance of this preferred stock to repay approximately $39.2 million of the subordinated promissory note and cancelled $10.0 million of indebtedness in exchange for $10.0 million of preferred stock, leaving a balance of $59.2 million outstanding under such note. In August 2003, we borrowed $10.0 million from Madeleine L.L.C., increasing the amount outstanding under the subordinated promissory note to $69.2 million. Interest on the subordinated promissory note was 8% per annum, payable monthly in arrears on the last day of each month, until maturity. The maturity date of the subordinated promissory note was December 31, 2007. The subordinated promissory note was subordinate in right of payment to the prior payment in full of indebtedness which we designate as our "senior indebtedness." The principal portion of approximately $69.2 million of this subordinated promissory note was included in the modified senior unsecured notes issued commensurate with the IPO and was paid off as of September 22, 2005, with proceeds from the $200.0 million credit facility referenced below. See "—Credit Facility."

In connection with the Baan USA Inc., or Baan, acquisition, on July 18, 2003, we issued a promissory note in the principal amount of $97.6 million to Madeleine L.L.C., a Cerberus affiliate, and four promissory notes in the aggregate principal amount of $32.5 million to the following investment entities affiliated with General Atlantic: GAP 76, GAP 77, GAPCO II, GapStar and GAPCO KG. Interest on the promissory notes accrued at a rate of 1.23% per annum until maturity. We recorded imputed interest on these notes at 4%, a market rate of interest available from a third party. The maturity date of each of the promissory notes was November 15, 2006. As discussed above, the remaining principal and accrued, but unpaid interest portion of this subordinated promissory note was included in the modified senior unsecured notes issued commensurate with the IPO and was paid off as of September 22, 2005, with proceeds from the $200.0 million credit facility referenced below. See "—Credit Facility."

In connection with the EXE acquisition, on December 18, 2003, we issued a subordinated promissory note to Madeleine L.L.C., a Cerberus affiliate, in the principal amount of $23.0 million. Interest on the subordinated promissory note was 8% per annum, payable monthly in arrears on the last day of each month, until maturity. The maturity date of the note is December 18, 2006. The note was subordinate in right of payment to the prior payment in full of indebtedness which we designate as our senior indebtedness. The principal portion of this subordinated promissory note was included in the modified senior unsecured notes issued commensurate with the IPO and was paid off as of September 22, 2005, with proceeds from the $200.0 million credit facility referenced below. See "—Credit Facility."

On January 20, 2004, we issued five subordinated promissory notes in the aggregate principal amount of approximately $7.7 million to investment entities affiliated with General Atlantic. The interest rate on the notes was 8% per annum, payable monthly in arrears on the last day of each month, until maturity. The maturity date of each of the promissory notes is January 20, 2007. The notes were subordinate in right of payment to the prior payment in full of indebtedness which we designate as our senior indebtedness. The principal portion of this subordinated promissory note was included in the modified senior unsecured notes issued at the time of the IPO and was paid off as of September 22, 2005, with proceeds from the $200.0 million credit facility referenced below. See "—Credit Facility."

Credit Facility

On September 22, 2005, we entered into a new senior secured credit facility with a syndicate of financial institutions, JPMorgan Chase Bank, N.A., as administrative agent, and Citicorp USA, Inc., as syndication agent. Pursuant to the credit agreement, the lenders made a $200.0 million term loan, maturing September 22, 2011, and a five-year revolving credit facility of up to $25.0 million. The revolving facility is available for loans and for letters of credit to support payment obligations incurred in the ordinary course of business. Proceeds of the term facility were used to repay all related-party debt of approximately $154.7 million of principal and accrued interest, with the remainder used to pay fees of approximately $2.6 million related to the financing and for working capital purposes. In conjunction with such repayment, we recorded a non-cash, non-operating charge of approximately $3.3 million of unamortized financing fees associated with the related-party debt during the three months ended October 31, 2005. The credit facilities are collateralized by substantially all of our assets and those of our domestic subsidiaries and guaranteed by all of our domestic subsidiaries.

Other

Cerberus and General Atlantic each have representatives on our Board. Normal travel expenses to attend meetings are reimbursed by us.

5/25/2005 S-1/A Information

Mr. Green is currently an advisor to Cerberus.

Mr. Korteweg is currently a senior advisor to Cerberus Capital Management L.P. and Anthos Consult BV.

Mr. Neporent is Chief Operating Officer, General Counsel and Senior Managing Director of Cerberus Capital Management L.P.

Mr. Wechsler has managed the distressed portfolio or selected portfolio companies for private equity firms and he is currently an advisor to Cerberus.

Preferred Stock Issuances

We issued 3,000,000 shares of our Series A Convertible Preferred Stock at an accreted value of $6.90 per share on April 2, 2003. Upon the consummation of this offering, all of these shares of Series A Convertible Preferred Stock will convert into 51,212,683 shares of our common stock, including 7,712,683 shares related to the accreted value of preferred stock dividends at January 31, 2005. Funds and accounts managed by Cerberus or its affiliated management companies, collectively referred to as the Cerberus Stockholders, acquired 2,250,000 shares of Series A Convertible Preferred Stock in exchange for all of their then existing equity holdings and the forgiveness of $10.0 million of outstanding indebtedness owed by us. Investment entities affiliated with General Atlantic, collectively referred to as the General Atlantic Stockholders, acquired 750,000 of such shares for a purchase price of $75 million. After the conversion into common stock of all of the shares of Series A Convertible Preferred Stock upon the consummation of this offering, the Cerberus Stockholders will own 41,998,262 shares of common stock and the General Atlantic Stockholders will own 13,999,421 shares of common stock (without giving effect to the potential purchase by investment entities affiliated with General Atlantic of up to 1,500,000 shares of our common stock in this offering), including the 4,785,000 common shares issued on February 25, 2004, in connection with an amendment to our certificate of incorporation that reclassified each share of Series A Convertible Preferred Stock into one share of Series A Convertible Preferred Stock and 1.595 shares of common stock (if General Atlantic's affiliated investment entities acquire in this offering 1,500,000 shares, the General Atlantic stockholders will own 15,499,421 shares of common stock).

We paid a $25.0 million special cash dividend to holders of our Series A Convertible Preferred Stock on January 28, 2005. The $25.0 million special cash dividend was paid to each of the holders of shares of Series A Convertible Preferred Stock pro rata in proportion to the number of shares of Series A Convertible Preferred Stock owned by each such holder. The payment of such dividends does not effect any of the other terms of the Series A Convertible Preferred Stock prior to its conversion into common stock, including the liquidation preference.

Common Stock Issuances

On February 25, 2004, we filed an amendment to our Certificate of Incorporation that reclassified each share of Series A Convertible Preferred Stock outstanding at the time of the amendment into one share of Series A Convertible Preferred Stock and 1.595 shares of common stock, which resulted in the issuance of 4,785,000 shares of common stock.

Registration Rights Agreement

On April 2, 2003, we entered into a registration rights agreement with the Cerberus Stockholders and the General Atlantic Stockholders.

Demand Registration Rights. The Cerberus Stockholders and the General Atlantic Stockholders have demand registration rights, subject to the following limitations: (i) in no event are we required to effect a demand registration until an initial public offering of common stock; (ii) in no event are we required to effect a demand registration unless the aggregate market price is at least $10,000,000; and (iii) subject to certain requirements pursuant to the registration rights agreement, in no event are we required to effect, in the aggregate, more than two demand registrations for the General Atlantic Stockholders and more than five demand registrations for the Cerberus Stockholders. In addition, if the Cerberus Stockholders or the General Atlantic Stockholders request that we file a registration statement on Form S-3 for a public offering of all or any portion of their shares of registrable securities, we are required to use our reasonable best efforts to register for public sale the registrable securities specified in such request.

Incidental Registration Rights. If, after an initial public offering of equity securities, we propose to register any of our securities under the Securities Act (other than in a registration on Form S-4 or S-8 and other than pursuant to the preceding paragraph), we will notify all holders of registrable securities of our intention and upon the request of any holder, subject to certain restrictions, effect the registration of all securities requested by holders to be so registered.

Pursuant to the registration rights agreement, we will pay all registration expenses and indemnify each holder of registrable securities with respect to each registration which has been effected. Shares of common stock acquired by investment entities affiliated with General Atlantic in this offering will constitute registrable securities under the registration rights agreement.

Promissory Notes

On December 19, 2002 we issued a subordinated promissory note to Madeleine L.L.C., a Cerberus affiliate, in the principal amount of $125.0 million, but only borrowed $116.4 million under this note. We repaid $8.0 million in December 2002, leaving a balance of $108.4 million at December 31, 2002. On April 2, 2003, we sold a 25% interest in the company for $75.0 million to various investment entities affiliated with General Atlantic, represented by Series A Convertible Preferred Stock. We used a portion of the proceeds from the issuance of the Series A Convertible Preferred Stock to repay approximately $39.2 million of the subordinated promissory note and cancelled $10.0 million of indebtedness in exchange for $10.0 million of Series A Convertible Preferred Stock, leaving a balance of $59.2 million outstanding under such note. In August 2003, we borrowed $10.0 million from Madeleine L.L.C., increasing the amount outstanding under the subordinated promissory note to $69.2 million. Interest on the subordinated promissory note is 8% per annum, payable monthly in arrears on the last day of each month, until maturity. The maturity date of the subordinated promissory note is December 31, 2007. The subordinated promissory note is subordinate in right of payment to the prior payment in full of indebtedness which we designate as "senior indebtedness." As of January 31, 2005, we had approximately $69.7 million outstanding on the note together with interest accrued thereon.

In connection with the Baan acquisition, on July 18, 2003, we issued a promissory note in the principal amount of $97.6 million to Madeleine L.L.C., a Cerberus affiliate, and four promissory notes in the aggregate principal amount of $32.5 million to the following investment entities affiliated with General Atlantic: GAP 76, GAP 77, GAPCO II, GapStar and GAPCO KG. Interest on the promissory notes accrues at a rate of 1.23% per annum until maturity. The maturity date of each of the promissory notes is November 15, 2006. As of January 31, 2005, we had an aggregate of approximately $132.6 million outstanding on the notes together with interest accrued thereon. Approximately $81.2 million of these notes will be repaid with the proceeds of this offering.

In connection with the EXE acquisition, on December 18, 2003, we issued a subordinated promissory note to Madeleine L.L.C., a Cerberus affiliate, in the principal amount of $23.0 million. Interest on the subordinated promissory note is 8% per annum, payable monthly in arrears on the last day of each month, until maturity. The maturity date of the note is December 18, 2006. The note is subordinate in right of payment to the prior payment in full of indebtedness which we designate as "senior indebtedness." As of January 31, 2005, we had approximately $23.2 million outstanding on the note together with interest accrued thereon.

On January 20, 2004, we issued five subordinated promissory notes in the aggregate principal amount of approximately $7.7 million to investment entities affiliated with General Atlantic. The interest rate on the notes is 8% per annum, payable monthly in arrears on the last day of each month, until maturity. The maturity date of each of the promissory notes is January 20, 2007. The notes are subordinate in right of payment to the prior payment in full of indebtedness which we designate as "senior indebtedness." As of January 31, 2005, we had an aggregate of approximately $7.7 million outstanding on the notes together with interest accrued thereon.

Upon the consummation of this offering, we intend to modify the terms of approximately $150.0 million of indebtedness owed by us to Madeleine L.L.C. and investment entities affiliated with General Atlantic to provide for an interest rate of average three-month LIBOR plus 2.75%, a three-year term and a senior unsecured ranking. See "Description of Certain Indebtedness—Promissory Notes."

Legal Proceedings

Certain of our Baan subsidiaries are party to certain labor and product liability litigation, substantially all of which was commenced prior to acquisition. This litigation consists of approximately 35 individual claims in approximately 20 jurisdictions. In accordance with SFAS No. 5, we had accrued $15.2 million as of January 31, 2005, for the litigation in respect of which we believe a loss is probable and reasonably estimable. We believe we have good defenses in connection with many of these claims and intend to vigorously contest such claims or seek to reach settlements to the extent appropriate. We believe the reserve amount is sufficient for the ultimate resolution of all current Baan-related litigation. There can be no assurance that this will be the case.

On February 27, 2004, Peavey Electronics Corporation, or Peavey, filed a complaint in the Circuit Court of Lauderdale County, Mississippi against Baan U.S.A., Inc., or Baan USA. The complaint includes claims that Baan USA breached its warranties and obligations under the software license and support agreement and the professional services agreement entered into by the parties. In addition, the complaint includes claims of fraud, fraudulent misrepresentation and negligent misrepresentation against Baan USA. These claims are based on allegations by Peavey of defects and deficiencies in, and failed implementation of, Baan USA's software. Peavey's complaint asserts losses of $28.5 million, which Peavey claims is the amount spent by Peavey on the software and implementation, including license and consulting fees, and seeks punitive damages in an unspecified amount, interest and attorneys' fees. On April 1, 2004, Baan USA filed a motion to dismiss Peavey's complaint, which the court granted in part, as well as an answer to the complaint claiming a number of defenses. We have evidence that, in our view, suggests that there were no defects or deficiencies in the software and consulting services provided to Peavey by Baan USA which could have caused the damages alleged by Peavey, and we believe that any such damages were caused by actions taken by Peavey to alter the Baan USA software. In addition, we believe that many of the claims alleged by Peavey are subject to a statute of limitations defense. Accordingly, we believe we have meritorious defenses in connection with the claims alleged by Peavey and intend to vigorously contest such claims.

On February 11, 2005, Macrovision Corporation, or Macrovision, filed a complaint in the United States District Court Northern District of California against us and Baan USA alleging infringement of a patent owned by Macrovision. Macrovision is claiming monetary damages in an amount not yet specified as a result of the alleged infringement and is requesting an injunction from any acts that infringe upon the relevant patent. Although we are still evaluating the claims alleged by Macrovision, we believe that we have meritorious defenses against such claims based, in part, on the litigation history of the relevant patent and we intend to vigorously contest such claims.

We are and may from time to time in the future become subject to certain other legal proceedings and claims which arise in the normal course of business. These routine litigation matters are settled or defended, depending on the circumstances of each claim. While any legal proceeding has elements of uncertainty, we do not believe, based on historical experience and current facts, that the amount of any liability incurred in connection with these types of claims would have a material effect on our financial condition or on the results of our operations.