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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 133 member in the amount of €158 thousand. Another member will receive severance payment equal to the member’s total fixed salary for the remainder of the contract period, but not to exceed six months. The third Management Board member will receive no severance pay in such a case. From the time of their departure until completion of their 62nd year of age, the members of the Management Board will receive a dis- ability pension of €13.1 thousand (2011: €13.0 thousand) per month, and the CEO will receive €19.7 thousand (2011: €19.5 thousand) per month. The disability pension is increased annually by the percentage by which the consumer price index for Germany published by the Federal Statistical Office has increased in comparison to the previous year. The Company maintains life insurance policies for the Man- agement Board members with an insured amount equaling €1,500 thousand in the event of death and €3,000 thousand in the event of disability. Members of the Management Board receive pensions for life after completing their 62nd year of age, regardless of their age when they joined the Company. For two members of the Management Board, the pension amounts to €16.7 thousand (2011: €16.5 thousand) per month; the CEO’s pension amounts to €21.0 thousand (2011: €20.7 thou- sand) per month. The pension is increased annually by the percentage by which the consumer price index for Ger- many published by the Federal Statistical Office has increased in comparison to the previous year. This pension commitment also includes a widow’s annuity of 60 percent of the Management Board member’s pension. In the event that a Management Board member leaves the Company prior to the age of 62, and before reaching the 15th year as a member of the Company’s Management Board, such Man- agement Board member will still be entitled to pension benefits, but they will be reduced on a pro-rated basis. In the event that a Management Board member leaves the Company prior to the age of 62, but after reaching the 15th year as a member of the Company’s Management Board, such Management Board member will still be entitled to full pension benefits. If the CEO leaves the Company prema- turely, there is no pro-rated reduction. in € Change in present value (DBO) from pension commitments 2012 Present value of pension commitments Dec. 31, 2012 Karl-Heinz Streibich (Chief Executive Officer) 2,077,204.00 5,404,658.00 Dr. Wolfram Jost 216,806.00 590,724.00 Arnd Zinnhardt 752,332.00 1,747,961.00 In addition, Management Board members who have served on the Board for more than three years can, at the discretion of the Company, be given the opportunity to waive portions of their future variable target remuneration to finance additional supplementary benefits. In such a case, the Company pays an annual amount corresponding to the amount waived, raised to the percentage of the average target performance ratio for the preceding three full fiscal years before the respective waiver, into a pension plan negotiated by the Company for the benefit of the Management Board member. This option has thus far not been granted to any Management Board member. In addition, all members of the Management Board are entitled to be provided with a suitable company car. No additional commitments have been made regarding sever- ance pay in the event an employment contract is not extended or a shareholder change occurs, nor regarding supplementary state benefit paid to unemployed people who enter self- employment or found a new business, continuation of salary payments in the event of early termination of employment, or interest on severance payments. There are also no entitle- ments to payments based on customary practice. 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

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