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Software AG GB 2013. englisch

GroupManagementReport Authorized capital In accordance with the resolution passed at the Annual Shareholders’ Meeting on May 5, 2011, there is authorized capital. The Management Board is authorized, with the con- sent of the Supervisory Board, to increase the Company’s share capital on one or more occasions on or before May 4, 2016 up to a total of €43,074,091 issuing up to 43,074,091 new bearer shares against cash contributions or contribu- tions in kind (authorized capital). Share buyback Furthermore, the Company is authorized to purchase trea- sury shares up to 10 percent of the existing share capital at the time of the resolution of the par value on or before May 2, 2018 in order to realize benefits associated with the acquisition of treasury shares in the interest of the Company and its shareholders. The treasury shares may be purchased on the stock market or through a public purchase offer ad- dressed to all shareholders of the Company. Please refer to the Notes and Events After the Balance Sheet Date for additional information on the conditional capital, authorized capital and the acquisition of treasury stock. Significant shareholders The Software AG Foundation, Darmstadt, holds approximate- ly 29 percent of the outstanding shares in Software AG. The foundation is a separate non-profit legal entity and is de- voted worldwide to the fields of therapeutic pedagogy, social therapy, education, services to youth and senior citi- zens, environment and research. No other shareholders hold more than 10 percent of the Company’s share capital. Subscribed capital and voting rights Software AG’s share capital totaled €86,943,945 before ­deducting treasury shares and is divided into 86,943,945 bearer shares. Each share represents €1.00 of the Company’s share capital. Each share entitles its holder to one vote. Shareholders can exercise their rights at the Annual Share- holders’ Meeting when they exercise their voting rights in accordance with legal stipulations and the Company’s Arti- cles of Incorporation. Conditional capital The following conditional capital exists: • In accordance with the resolution passed at the Annual Shareholders’ Meeting on May 4, 2012, a total of €8,566,684 divided into 8,566,684 bearer shares for the purpose of granting subscription rights to the members of the Management Board and managers of Software AG and its foreign and domestic subsidiaries in accordance with the terms and conditions of the resolutions of the Annual Shareholders’ Meetings on April 29, 2008 and May 4, 2012; • In accordance with the resolution passed at the Annual Shareholders’ Meeting on May 21, 2010, a total of €18,000,000 divided into 18,000,000 bearer shares for the purpose of servicing convertible bonds and warrants issued by Software AG or a wholly owned subsidiary in accordance with the terms and conditions of the resolu- tion of the Annual Shareholders’ Meeting on May 21, 2010; • In accordance with the resolution passed at the Annual Shareholders’ Meetings on May 21, 2010 and May 4, 2012, a total of €55,000 divided into 55,000 bearer shares for the purpose of servicing conversion and option rights granted by IDS SCheer AG in accordance with the terms and conditions of the resolution of the Annual Shareholders’ Meeting on May 21, 2010. Takeover-Related Disclosures 125 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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