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Software AG GB 2013. englisch

GroupManagementReport Management Board members receive an amount per phan- tom share equal to the dividend resolved by the Annual Shareholders Meeting for the balance of all phantom shares held at the time of the Annual Shareholders’ Meeting. Members of the Management Board may elect to let the Company dispose of the amounts that have become due after the waiting period for an unlimited period of time and thus continue to participate in the success of the Company. Accounting procedures correspond with those of phantom shares that have not yet become due. This plan led to income of €3,530 thousand (2012: personnel costs of €3,618 thousand) in fiscal year 2013, which are main- ly included in “long-term remuneration.” The income was a result of losses in share price during the year under review. b) Management Incentive Plan III 2007-2011 (MIP III) In the third quarter of 2007, a share-based incentive plan for members of the Management Board and executive man- agers was launched. A total of 3,150,000 (1,050,000 prior to the stock split in 2011) ownership rights were issued to members of the Management Board in past years. If per- formance targets are reached by June 30, 2016, the holders of these ownership rights are entitled to a payment of the value by which the Software AG stock surpasses the base price of €24.12 (€72.36 prior to the stock split). The defined performance target involved reaching the €1,000,000 thou- sand mark for Group revenues by no later than fiscal year 2011, while at the same time doubling after-tax earnings compared to fiscal year 2006. These conditions were met in fiscal year 2010. No member of the Management Board exercised options under MIP III in 2013. Participants of MIP III can be paid an annual bonus for unex- ercised options in the amount of the dividend approved at the respective Annual Shareholders’ Meeting. This must be reapproved every year. This bonus was not paid in fiscal 2013. Variable remuneration The individual members of theManagement Board receive performance-based remuneration comprising a one-year variable component and various multi-year variable components. Short-term variable remuneration Fifty percent of the one-year variable bonus depends on achievement of the Group revenue and earnings targets that are communicated to the capital market. In addition, each member of the Management Board agrees to different quantitative and qualitative targets relevant to the respec- tive area of responsibility, which are in the interest of the medium to long-term strategic development of the Com- pany. The bonuses are calculated based on the extent to which targets are achieved. If the level of achievement is zero, no variable remuneration is paid. The maximum achievable level is 200 percent. Medium and long-term variable remuneration a) Phantom share plan A portion of the variable remuneration is paid as a long-term component on the basis of a phantom share plan. The amount of this component depends on the achievement of the same targets and is subject to the same limits as was agreed for the one-year variable remuneration for fiscal year 2013. The long-term remuneration component accruing for fiscal year 2013 is not paid out, but converted into virtual (phan- tom) shares on the basis of the average share price of Software AG stock for the month of February 2014 less 10 percent. The resulting number of shares will become due in three identical tranches with terms of one, two and three years. On the due dates in March 2015 to 2017, the number of phantom shares will be multiplied by the then-applicable share price for February. This amount is adjusted to reflect the amount (measured in percent) by which the shares outperform or underperform the TecDAX index and is then paid to the members of the Management Board. The TecDax adjustment for this out- or underperformance is limited to 50 percent. 109 Corporate Governance Report of the Supervisory Board Consolidated Financial Statements Notes Additional Information Group Management Report Business and General Conditions Economic Report Events after the Balance Sheet Date Risk and Opportunity Report Remuneration Report Forecast Takeover-Related Disclosures Statement on Corporate Governance

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