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Software AG GB 2012, englisch

207 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 CONSOLIDATED INCOME STATEMENT 156 STATEMENT OF COMPREHENSIVE INCOME 157 CONSOLIDATED BALANCE SHEET 158 CONSOLIDATED STATEMENT OF CASH FLOWS 160 CONSOLIDATED STATEMENT OF CHANGES 162 IN EQUITY NOTES TO THE CONSOLIDATED FINANCIAL 164 STATEMENTS RESPONSIBILITY STATEMENT 243 AUDITORS‘ REPORT 245 Conditional capital The following conditional capital existed as of December 31, 2012: 1.) Up to €8,593 thousand divided into up to 8,593,184 bearer shares to service subscription rights under the third and fourth stock option plans (Management Incentive Plan III and IV, or MIP III and MIP IV) for members of the Management Board and Group officers. The requirements of this plan and the status of allocations and options exercised are presented in Note [34]. The Management Board’s use of this authorization totaled €89 thousand, divided into 89,600 bearer shares, in 2012. 2.) Up to €18,000 thousand divided into a maximum of 18,000,000 bearer shares, each with a notional interest in the share capital of €1 for the purpose of granting option rights and agreeing on option obligations arising from warrant bonds or granting conversion rights to and agreeing on conversion obligations with bearers of warrant bonds or convertible bonds in an aggregate principal amount of up to €500,000 thousand and with or without a limited term in accordance with the terms and conditions of the bonds, as resolved by the Annual Shareholders’ Meeting on May 21, 2010. Pursuant to this authorization, the Management Board may, subject to the consent of the Supervisory Board, resolve on or before May 20, 2015 that the rights described be issued by Software AG or a directly or indirectly held wholly owned affiliate of Software AG. As of December 31, 2012, the Management Board had not made use of this authorization. 3.) Up to €55,000 thousand divided into a maximum of 55,000 bearer shares, each with a notional interest in the share capital of €1, for the purpose of granting bearer shares upon the exercise of conversion or option rights granted by IDS Scheer AG pursuant to the authorizations of the annual shareholders’ meet- ings of IDS Scheer AG of April 29, 1999 and May 20, 2005, such conversion or option rights being accorded equivalent status under the provisions of the merger agreement of May 20, 2010 between the Company and IDS Scheer AG and in accordance with Section 23 of the German Reorganization and Transformation Act (UmwG). The requirements of this plan and the status of allocations and options exercised are presented in Note [34]. The Management Board did not make use of this authorization in fiscal year 2012.

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