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Software AG GB 2012, englisch

229 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 The option to exercise rights depends upon the achievement of defined targets for revenue and Group net income. The target is defined as the doubling of Group revenue for new products and simultaneous doubling of net income compared to fiscal year 2010 by fiscal year 2015 at the latest. “New products” as defined for the revenue performance target are essentially all products outside of the ADABAS-Natural and EntireX product portfolios. In November 2012 Management Incentive Plan IV was adjusted to reflect the new strategy of the Company, which requires substantial investments in growth and an intensified focus on the cloud market. The megatrend of cloud computing was therefore taken into account in the calculation of relevant revenues. Pro rata cloud revenue generated on a subscription basis is determined using a multiple factor. IFRS revenue from new products must however total at least €450 million in fiscal year 2015. Instead of doubling net income, it was determined that Software AG Group’s non-IFRS EBIT margin (EBIT margin adjusted to reflect the following one-time effects: effects of purchase price allocations, amortization associated with acquired intangible assets through corporate acquisitions, expenses from share-based remuneration and one-time effects of restructuring) must be at least 10 percent respectively by 2015, whereby underperformance of the non-IFRS EBIT margin may be balanced out by the appropriate outperformance of the revenue performance target. The condition that the share price must be €60.00 on at least one of the last five weekdays prior to exer- cise remained unchanged.

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