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Software AG GB 2012, englisch

CORPORATE GOVERNANCE 51 developments, financial performance, and assets and financial position four times per year. We held our most recent Annual Shareholders’ Meeting on May 4, 2012 in Darmstadt. Approxi- mately 67.93 percent of voting shares were present. The next Annual Shareholders’ Meeting will convene on May 3, 2013 in Darmstadt. As in past years, the invitation to the Annual Shareholders’ Meeting and related documents and information such as the agenda are published on the Software AG website at www.softwareag.com/corporate/inv_rel/annualgenmeeting/ Pursuant to the recommendations of the Corporate Governance Code, we conduct the Annual Shareholders’ Meeting in an expedient manner, preferably within a time frame of four hours. To conduct our Annual Shareholders’ Meeting efficiently, the chairperson has the option to cut short speakers who stray from the topic at hand and to refer to detailed information already published on the website. Shareholders who do not wish to exercise their voting rights may authorize a member of the Company to vote by proxy in accordance with the shareholder’s instructions. Portions of the Annual Shareholders’ Meeting will also be broadcast via the Internet. The invitation to the Annual Shareholders’ Meeting and related documents and information such as the agenda are published on the Software AG website along with the date of the Meeting. The resolutions adopted by previous shareholders’ meetings as well as the quarterly reports of preceding fiscal years can also be found there. CODE OF BUSINESS CONDUCT AND ETHICS Software AG established a global code of business conduct and ethics in fiscal year 2011. It is availableon Software AG’s website at www.softwareag.com/corporate/inv_rel/csr/code_of_conduct/ The code describes Company-wide ethical standards with attention to specific regional aspects. The code is binding for all employees of Software AG and its subsidiaries. The Compliance Board intervenes to make decisions in questionable cases. The board convened to discuss four cases in 2012. In total, Software AG employees addressed the Compliance Board with 27 inquiries in 2012. The Compliance Board consisted of Ms. Christine Schwab (General Counsel), Mr. Frank Simon (Senior Vice President, Audit, Processes and Quality) and Mr. Hanjörg Beger (Senior Vice President, Human Resources) in the year under review.

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