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Software AG GB 2012, englisch

241 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 Due to the Company’s good liquidity position from the Management Board’s point of view, Software AG’s Management Board made use of the authorization granted it by the Annual Shareholders’ Meeting on May 21, 2010 and, with the consent of the Supervisory Board, passed a resolution on February 7, 2013 to repurchase treasury shares with a total maximum value of €180 million (excluding transaction costs) dur- ing the period until and including December 31, 2013. The maximum limit for the repurchase of treasury shares is 10 percent of the existing share capital as of May 21, 2010 (equal to 8,613,744 shares). The Management Board considered the share price of Software AG’s stock to be unexpectedly low and interesting from a buying point of view at the time of the aforementioned decision. Moreover, it did not see any other viable alternatives for short-term investments. The repurchase has been underway since February 12, 2013 with the involvement of a bank whose deci- sions regarding when shares are bought cannot be influenced by Software AG. It takes place solely on the stock exchange. The repurchased shares may be used for all purposes permissible by the provisions of stock corporation law and by the aforementioned authorization (to service warrants and convertible bonds, to sell to third parties for the purpose of acquiring companies, parts of companies and/or interests in compa- nies or as part of a corporate merger, to cancel shares with or without lowering the share capital). Software AG had acquired 777,078 shares at an average price of €29.75 as of February 27, 2013. Software AG thus held a total of 819,455 shares for a consideration paid of €24,273 thousand (excluding transaction costs). The treasury shares held on February 27, 2013 represent €819.455, or 0.9 percent, of the share capital. No events of material significance for the consolidated financial statements occurred between the balance sheet date and the release for publication of the consolidated financial statements.

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