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Software AG GB 2012, englisch

66 CORPORATE GOVERNANCE CODE The Supervisory Board thoroughly addressed the subject of corporate governance and the German Corporate Governance Code again in fiscal year 2012. The Supervisory Board and Management Board took the necessary steps to comply with the recommendations of the Code (version dated May 26, 2011 and the revised version dated May 15, 2012) up to the time this report was drafted. At its meeting on February 7, 2012 the Supervisory Board defined the objective that at least six independent Supervisory Board members as defined by item 5.4.2 of the Corporate Governance Code (dated May 15, 2012) must be on the Supervisory Board. At all times during fiscal year 2012 at least six independent members as defined by item 5.4.2 of the German Corporate Governance Code were on the Supervisory Board. Because this objective was not defined until February 7, 2013, the Company has declared a corresponding deviation from the declaration of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG). Remuneration of Management and Supervisory Board members is again reported individually for fiscal year 2012 (For further information, refer to the Remuneration Report, page 127 et seq. in this Annual Report). The remuneration system for the members of the Management Board did not change in 2012. No conflicts of interest on the part of members of the Supervisory Board arose. No agreements were concluded with members of the Supervisory Board. Detailed reports from the Management Board and the Supervisory Board about the implementa- tion of the German Corporate Governance Code can be found in the Corporate Governance Report (refer to page 46 et seq. in this Annual Report). The declaration of compliance has been made public on the Company’s website at www.softwareag.com/corporate/inv_rel/corpgovernance/ 66 SOFTWARE AG | ANNUAL REPORT 2012

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