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Software AG GB 2012, englisch

06 HIGHLIGHTS 08 LETTER FROM THE MANAGEMENT BOARD 12 THE COMPANY 38 SOFTWARE AG SHARE 46 CORPORATE GOVERNANCE 58 REPORT OF THE SUPERVISORY BOARD 68 GROUP MANAGEMENT REPORT 155 CONSOLIDATED FINANCIAL STATEMENTS 245 FURTHER INFORMATION 125 THE SOFTWARE AG GROUP 69 ECONOMIC CONDITIONS 78 BUSINESS TREND AND ECONOMIC SITUATION 80 FINANCIAL PERFORMANCE 82 FINANCIAL POSITION 89 FINANCIAL STATEMENTS OF SOFTWARE AG 92 (PARENT COMPANY) ADDITIONAL EARNINGS-RELATED FACTORS 95 TAKEOVER-RELATED DISCLOSURES 125 REMUNERATION REPORT 127 RISK REPORT 139 EVENTS AFTER THE BALANCE SHEET DATE 149 FORECAST 151 Subscribed capital and voting rights Software AG’s share capital totaled €86,917,445 before deducting treasury shares and is divided into 86,917,445 bearer shares. Each share represents €1.00 of the Company’s share capital. Each share entitles its holder to one vote. Shareholders can exercise their rights at the Annual Share- holders’ Meeting, when they exercise their voting rights in accordance with legal stipulations and the Company’s Arti- cles of Incorporation. Authorized capital and share repurchase In accordance with the resolution passed at the Annual Shareholders’ Meeting on May 5, 2011, there is authorized capital. The Management Board is authorized, with the con- sent of the Supervisory Board, to increase the Company’s share capital on one or more occasions on or before May 4, 2016 up to a total of €43,074,091 by issuing up to 43,074,091 new bearer shares against cash contributions or contribu- tions in kind (authorized capital). Furthermore, the Company is authorized to purchase treasury shares having a notional interest in the share capital of no more than 10 percent of the share capital in issue at the time of the resolution on or before May 20, 2015 in order to realize benefits associated with the acquisition of treasury shares in the interest of the Company and its shareholders. The treasury shares may be purchased on the stock market or through a public purchase offer addressed to all share- holders of the Company. Please refer to the Notes and Events after the Balance Sheet Date for additional information on the conditional capital, authorized capital and the acquisition of treasury stock. Significant shareholders The Software AG Foundation, Darmstadt, holds 29 percent of the outstanding shares in Software AG. The foundation is a separate non-profit legal entity and is devoted worldwide to the themes of therapeutic pedagogy, social therapy, edu- cation, services to youth and senior citizens, environment and research. No other shareholder holds more than 10 per- cent of the Company’s share capital. TAKEOVER-RELATED DISCLOSURES