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Software AG GB 2012, englisch

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 69 THE SOFTWARE AG GROUP 69 ECONOMIC CONDITIONS 78 BUSINESS TREND AND ECONOMIC SITUATION 80 FINANCIAL PERFORMANCE 82 FINANCIAL POSITION 89 FINANCIAL STATEMENTS OF SOFTWARE AG 92 (PARENT COMPANY) ADDITIONAL EARNINGS-RELATED FACTORS 95 TAKEOVER-RELATED DISCLOSURES 125 REMUNERATION REPORT 127 RISK REPORT 139 EVENTS AFTER THE BALANCE SHEET DATE 149 FORECAST 151 The origin of the current Software AG Group goes back more than four decades. The Company was founded on May 30, 1969 and was Europe’s first multinational software company. Today it operates in 70 countries and is one of the world’s leading software makers. The Software AG Group consists of 95 foreign and domestic subsidiaries and sub-subsidiaries. They are managed centrally by the strategic holding company, Software AG, with headquarters in Darmstadt (Germany). In 1992 Dr. Peter Schnell, co-founder and long-term CEO of Software AG, established the Software AG Foundation. The Software AG Foundation holds approximately 29 percent of our Company’s shares. Software AG has been listed on the Frankfurt stock exchange since April 26, 1999. The Software AG Group is managed globally by the parent company, Software AG, acting as a holding company. The financial position of the parent company is shaped by the financial position of the Group. For this reason the Manage- ment Board of Software AG combines the management reports of the Group and of the parent company into one management report. Unless otherwise stated, “Software AG” will hereinafter refer to the Software AG Group. BUSINESS ACTIVITIES The Software AG Group is a leading provider of process and integration software and guides its customers in their trans- formation to a Digital Enterprise. We help them design IT infrastructures that are so flexible that they can be adapted quickly and easily to ever changing business needs. This flexibility and agility are key for companies to be com- petitive. It is an ongoing necessity to adjust to IT’s short innovation cycles and the advancing digitization of our soci- ety. In doing this, organizations build on existing IT land- scapes that have evolved gradually over time. At some point these complex IT landscapes can no longer keep up with state-of-the-art technology. They drive maintenance costs up and stop meeting their actual purpose—namely to pro- vide efficient and automated support for business processes. This is when transformation becomes unavoidable: IT sys- tems must be harmonized and modernized. It usually isn’t just a matter of rebuilding the IT architecture, but rather an extensive overhaul of all processes in the organization. This creates a cycle. New technologies enable business processes to be designed differently and more efficiently. But by the THE SOFTWARE AG GROUP