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Software AG GB 2012, englisch

50 SOFTWARE AG | ANNUAL REPORT 2012 The Supervisory Board defined the following goals for its membership composition: Members should be actively engaged in their careers and should not exceed the age of 65; they should work in the fields of ICT/media or enterprise IT and, as an R&D board member of a large technology company, they should know the needs of medium-sized enterprises or possess in-depth knowledge of financial reporting and/or financial auditing. Moreover, 25 percent of the members should be female; members of the Supervisory Board should be familiar with the requirements and duties associated with the two-tier governance structure of German Stock Corporation Law. The composition of the Supervisory Board reflects these goals. The terms of those members of the Supervisory Board elected on May 21, 2010 will end upon completion of the 2015 Annual Shareholders’ Meeting, where the actions of the Board in fiscal year 2014 will be ratified. The Supervisory Board will apply the abovementioned guidelines in preparing nominations for those elections—and any other prior elections that may become necessary—as well as conduct regular assessments of the guidelines in the meantime. Software AG’s Supervisory Board determined the number of independent Supervisory Board members as defined in point 5.4.2 of the German Corporate Governance Code dated May 15, 2012 in its meeting on February 7, 2013. As a result, the Supervisory Board of Software AG will have six independent members. This was the case at all times during fiscal year 2012. With respect to this matter, for the period from June 15, 2012 to December 31, 2012, Software AG declared a deviation from point 5.4.1., paragraph 2, sentence 1, 3rd sub-sentence of the German Corporate Governance Code in its declaration of compliance for fiscal year 2012 pursu- ant to Section 161 of the German Stock Corporation Act (AktG). Software AG maintains no direct or indirect business relationships with Supervisory Board members. In particular, no mutual consulting agreements or other contracts for work or services exist. SHAREHOLDERS AND ANNUAL SHAREHOLDERS’ MEETING The Annual Shareholders’ Meeting is one of the main corporate bodies, through which share- holders can exercise their rights and their voting rights. Software AG invites its shareholders to participate in its Annual Shareholders’ Meeting. Important decisions are made at the meeting, about the ratification of the actions of the Management and Supervisory Boards, election of the Supervisory Board and external auditors, amendments to the Articles of Incorporation, and measures that change the Company’s capital. Not least, the shareholders decide on profit distribution. As scheduled in the financial calendar, we inform our shareholders of our business