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Software AG GB 2012, englisch

211 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 indirect subsidiary of the Company equivalent to that to which the warrant holders or bondholders would be entitled upon exercising their option or conversion rights or fulfilling their option or conversion obligations and in the scope necessary to exclude shareholder subscription rights. f) Furthermore, the Management Board is authorized to recall all or part of the treasury shares in one or several steps without any additional authorization from the Annual Shareholders’ Meeting. The shares may also be recalled without a capital decrease by adjusting the pro rata amount in the Company’s share capital of the remaining shares. In such case, the Management Board is authorized to adjust the specification of the number of shares in the Articles of Incorporation. g) The authorization to purchase or use the Company’s treasury shares may be exercised either in whole or in part, and in the latter case on more than one occasion. Treasury shares may be purchased for one or more of the aforementioned purposes. At the beginning of the reporting period Software AG held 61,377 treasury shares representing an interest in the share capital of €61,377 (0.07 percent). Of these, the Management Board sold 19,000 shares repre- senting an interest in the share capital of €19,000 (0.02 percent) to employees in accordance with the aforementioned authorization “d” on August 14, 2012 as part of the exercise of the MIP III. The off-exchange sale took place on August 14, 2012 at a price of €26.11 per share. Pursuant to the authorization described in section “d,” the applicable stock market price was €26.25, just 0.5 percent above the sale price. Proceeds from the sale were used to service the Company’s obligations resulting from the exercise of the MIP III. As of December 31, 2012 Software AG held 42,377 treasury shares representing an interest in the share capital of €42,377 (0.05 percent). Equity management The Software AG Group has an obligation to achieve long-term, profitable growth. For this reason, net income for the year is the key indicator with regard to corporate management. Since software companies typically have a low level of capital expenditure for property, plant and equipment, equity is not a focus of corporate management. Dividends are calculated as the average of net income for the year and free cash flow. This resulted in total dividends of €39,605 thousand (2011: €39,913 thousand) and a payout ratio of 23.6 percent (2011: 21.9 percent).

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