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Software AG GB 2012, englisch

SOFTWARE AG | ANNUAL REPORT 2012 210 d) The Management Board is also authorized, subject to the consent of the Supervisory Board and the exclusion of shareholder subscription rights, to sell the treasury shares purchased, provided the shares are sold for cash at a price that is not significantly lower than the listed prices of Company shares that have the same terms and features at the time of the sale. This authorization is limited to shares with a notional interest in the share capital of up to a total of 10 percent of the share capital in issue on the date of issue of the authorization or, if lower, the share capital in issue at the time the authorization is acted upon. The upper limit will be reduced by the pro rata amount of the share capital attributable to those shares issued during the term of this authorization as part of a capital increase subject to the exclusion of subscription rights pursuant to 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 attribut- able to those shares issued to service warrants and convertible bonds with option or conversion rights or option or conversion obligations, provided the bonds were issued during the term of the authorized capital subject to the exclusion of subscription rights as set forth in Section 186 (3) Sentence 4 of the German Stock Corporation Act. The average listed price of the Company shares—the unweighted aver- age closing price in Xetra trading on the Frankfurt stock exchange or a successor system—during the five trading days preceding the sale will be considered the applicable listed price within the meaning of this paragraph. The date of acquisition is the date upon which the transaction is concluded. e) The Management Board is also authorized, subject to the consent of the Supervisory Board and the exclusion of shareholders’ subscription rights, to dispose of the treasury shares as follows: (i) To sell the shares to third parties, provided such sale is for the purpose of acquiring companies, parts of companies, and/or equity interests in companies or within the context of business combi- nations; (ii) In compliance with the terms and conditions of the bonds, the Management Board may deliver the shares to the holders of warrants or convertible bonds issued by the Company or by a wholly owned direct or indirect subsidiary of the Company; (iii) In compliance with the terms and conditions of the options and bonds as well as the terms and conditions of the merger agreement between the Company and IDS Scheer AG, the Management Board may deliver the shares to the holders of option or conversion rights granted by IDS Scheer AG pursuant to the authorizations of the annual shareholders’ meetings of IDS Scheer AG of April 29, 1999 and May 20, 2005. In the event of a sale of treasury shares via an offer to all shareholders, the Management Board is furthermore authorized, subject to the consent of the Supervisory Board, to grant subscription rights to the holders of warrants or convertible bonds issued by the Company or by a wholly owned direct or

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