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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 149 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 The further development of the patent proceedings in Del- aware in the year 2013 is described in the Risk Report under the section on patent law suits. Software AG sold its SAP services activities based in Canada and the USA to itelligence on January 16, 2013. With the sale, Software AG is continuing its strategy to concentrate its SAP consulting business on process consulting in German- speaking regions (Germany, Austria and Switzerland). This will not affect the further expansion of Software AG’s U.S.- based sales and marketing activities in the dynamically growing integration and process software (Business Process Excellence + Terracotta) market. The transaction covered all Software AG services related to SAP products that were coor- dinated in Toronto for Canada and in Reston, Virginia for the U.S. Moreover, itelligence acquired the majority of the approximately 80 employees as of January 16, 2013. itelli- gence is a leading full-service IT provider for the SAP market. With headquarters in Bielefeld, Germany, it has about 2,700 employees in 21 countries. Due to the Company’s good liquidity position, Software AG’s Management Board made use of the authorization granted it by the Annual Shareholders’ Meeting on May 21, 2010 and, with the consent of the Supervisory Board, passed a resolution on February 7, 2013 to repurchase treasury shares with a total maximum value of €180 million (excluding transaction costs) during the period until and including December 31, 2013. This represents a volume of approxi- mately 6.175 million shares based on the Xetra closing price (on February 11, 2013). The authorization defines the max- imum limit for the repurchase of treasury shares at 10 per- cent of the existing share capital as of May 21, 2010 (equal to 8,613,744 shares). As of February 7, 2013 Software AG held 42,377 treasury shares, which Software AG acquired through a past authorization. The Management Board considered the share price of Soft- ware AG’s stock to be unexpectedly low and interesting from a buying point of view at the time of the aforementioned decision. Moreover it did not see any other viable alterna- tives for short-term investments. EVENTS AFTER THE BALANCE SHEET DATE

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