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Based on the information set forth in the Quarterly Report on Form 10-Q
of Altair Engineering Inc. (the Company) filed with the Securities and Exchange Commission on November 2, 2023, there were 54,627,196 shares of the Companys Class A common stock, $0.0001 par value per share (the
Class A Common Stock) outstanding as of October 16, 2023. James Ralph Scapa (Mr. Scapa) is the Trustee of the James R. Scapa Declaration of Trust dated March 5, 1987 (the Scapa Trust), and the
Manager of JRS Investments, LLC (the JRS LLC and, collectively with Mr. Scapa and the Scapa Trust, the Reporting Persons). As of December 31, 2023 (the Event Date), the Reporting Persons may be deemed to
beneficially own an aggregate of 17,116,566 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes (i) 10,301,610 shares of Class B common stock, $0.0001 par value per share
(the Class B Common Stock), of the Company held by the Scapa Trust, (ii) 6,687,182 shares of Class B Common Stock of the Company held by the JRS LLC, (iii) 31,049 shares of Class A Common Stock, (iv) 1,030 shares of
Class A Common Stock beneficially owned by Mr. Scapas wife and (v) 95,695 shares of Class A Common Stock issuable upon exercise of stock options which are currently exercisable or exercisable within sixty (60) days of the
Event Date, and excludes (i) 72,542 shares of Class A Common Stock to be issued pursuant to RSU awards granted to Mr. Scapa with time-based vesting conditions which will not be satisfied upon or within sixty (60) days of the Event
Date, (ii) 265 shares of Class A Common Stock to be issued pursuant to RSU awards granted to Mr. Scapas wife with time-based vesting conditions which will not be satisfied upon or within sixty (60) days of the Event Date and
(iii) 204,000 shares of Class A Common Stock issuable to Mr. Scapa upon exercise of stock options, which will not be exercisable upon or within sixty (60) days of the Event Date. The rights of the holders of Class A Common Stock
and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per
share. Each share of Class B Common Stock is immediately convertible, at the option of the Reporting Persons, into one share of Class A Common Stock and shall automatically convert into Class A Common Stock upon the occurrence of
certain events. Please see the Companys Registration Statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-220710) for a
description of the conversion rights. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to beneficially own 23.9%
of the shares of Class A Common Stock issued and outstanding. The percentage was obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Reporting Persons as set forth in Row 9 by (b) the
sum of (i) 54,627,196 shares of Class A Common Stock outstanding as of October 16, 2023, (ii) 16,988,792 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by the Reporting
Persons, and (iii) 95,695 shares of Class A Common Stock issuable upon exercise of stock options that are currently exercisable or that will be exercisable within sixty (60) days of the Event Date. |