Software AG

2. Quarterly Report 2008



Accounting policies

Basis of presentation

Software AG’s consolidated financial statements as of June 30, 2008 have been prepared in accordance with the International Financial Reporting Standards (IFRS) as promulgated by the International Accounting Standards Board (IASB). The IASs/IFRSs applicable as of December 31, 2007 were observed, as were the corresponding interpretations of the International Financial Reporting Interpretations Committee (IFRIC – formerly SIC). The same accounting policies have been applied as in the consolidated financial statements as of December 31, 2007. Accordingly, accounting policies are not explained in detail in these quarterly financial statements. These quarterly financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting.

Software AG is a joint stock corporation under German law with registered offices in Darmstadt. The Company is the parent company of a Group which is active in the fields of development, licensing, and maintenance of software as well as IT services.

The consolidated financial statements of Software AG are expressed in thousands of euros unless stated otherwise.

Changes in the consolidated group

The group of consolidated companies changed in comparison with December 31, 2007 as a result of the following transactions.
1. Mergers within the Group effective as of January 1, 2008:

2. In addition, on June 5, 2008, Software AG Argentina S.R.L. was established in Buenos Aires, Argentina, with a share capital of €100 thousand.

Earnings per share

Earnings per share were calculated by dividing net income for the period attributable to Software AG’s shareholders by the weighted average number of shares issued and outstanding during the period under review. Software AG has issued only common shares. The weighted average number of shares amounted to 28,573,305 in the first half of 2008. The weighted average number of shares amounted to 28,589,148 in the second quarter 2008.

A total of 63,372 stock options were exercised in the first half of 2008, of which 27,359 were exercised in the second quarter. The number of shares increased correspondingly by 63,372 in the first half of 2008. Another 60,318 stock options may be exercised from the second stock option plan in fiscal 2008. Therefore, diluted earnings per share were calculated for these potential shares in the quarterly financial statements using the treasury stock method. Diluted earnings per share were computed by dividing net income for the period attributable to Software AG’s shareholders by the weighted average number of shares issued and outstanding plus the weighted average number of exercisable stock options.