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Software AG GB 2012, englisch

SOFTWARE AG | ANNUAL REPORT 2012 208 Authorized capital As of December 31, 2012, the Management Board was also authorized, subject to the consent of the Supervisory Board, to increase the Company’s share capital on one or more occasions on or before May 4, 2016 by up to a total of €43,074 thousand by issuing up to 43,074,091 new bearer shares in return for cash contributions and/or contributions in kind (authorized capital). In this respect, the shareholders are to be granted subscription rights except in the following cases: • The Management Board is authorized to exclude fractional amounts from shareholders’ subscription rights. • Subject to the consent of the Supervisory Board, the Management Board is authorized to exclude sub- scription rights in the event of capital increases in return for contributions in kind, provided the contribu- tion in kind is for the purpose of acquiring companies, parts of companies and/or equity interests in companies or as part of corporate mergers. • Subject to the consent of the Supervisory Board, the Management Board is authorized, in the event of capital increases, to exclude subscription rights in return for cash contribution to the extent necessary to grant the holders of option or conversion rights or those with obligations to exercise options or convert warrant bonds or convertible bonds, which were issued by Software AG or a wholly owned direct or indirect subsidiary of Software AG, or the holders of option or conversion rights, which Software AG—following the merger of IDS Scheer AG with Software AG—is obligated to recognize as a subscrip- tion right to new shares in the amount equivalent to that which they would be entitled as shareholders upon exercising their option or conversion rights or fulfilling their option or conversion obligations. • Subject to the consent of the Supervisory Board, the Management Board is authorized to exclude sub- scription rights of shareholders in the event of capital increases in return for cash contributions, provided the capital increases resolved on the basis of this authorization do not exceed 10 percent of the issued share capital at the time the resolution is passed at the Annual Shareholders’ Meeting or, if lower, of the share capital in issue at the time the authorization is acted upon and provided the issue price is not significantly lower than the stock market price. The upper limit of 10 percent of the issued share capital will be reduced by the pro rata amount of the share capital attributable to those treasury shares of the Company that are sold during the term of the authorized capital, subject to exclusion of shareholders’ subscription rights pursuant to Section 71 (1) No. 8, Sentence 5 and Section 186 (3) Sentence 4 of the German Stock Corporation Act. Furthermore, the upper limit will be reduced by the pro rata amount of the share capital attributable to those shares issued to service warrants and convertible bonds with

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