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Software AG GB 2012, englisch

SOFTWARE AG | ANNUAL REPORT 2012 126 Appointment/dismissal of Management Board members and changes in the Articles of Incorporation Management Board members are appointed and dismissed in accordance with Section 84 et seqq. of the German Stock Corporation Act. Any changes in the Articles of Incorporation are resolved by the Annual Shareholders’ Meeting by a majority of at least three-fourths of the share capital repre- sented at the time of the resolution in accordance with Section 179 of the German Stock Corporation Act. Change of control Liabilities to banks in the amount of €200.0 million (2011: €219.6 million) could become due, in full or in part, in the case of a change of control on the part of the creditors. A member of the Management Board who leaves following a change of control within twelve months of such change and without good cause will receive a severance payment equal to three annual salaries based on the most recently agreed annual target remuneration. In case of resignation, the above mentioned regulation is not applicable if the position of the Management Board member has only been altered marginally with the change of control. Other takeover-related disclosures not mentioned in this section do not apply to Software AG.