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Software AG GB 2013. englisch

Statement on Corpo- rate Governance The Company submitted its Statement on Corporate Gover- nance on March 4, 2014. It will be published in March 2014 on our website at governance/statement/. This statement includes the declaration of compliance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG), which was issued separately and published on our website at pliance/ on January 30, 2014. Appointment/dismissal of ­Management Board members and changes in the Articles of Incorporation Management Board members are appointed and dismissed in accordance with Section 84 et seqq. of the German Stock Corporation Act. Any changes in the Articles of Incorporation are resolved by the Annual Shareholders’ Meeting by a ma- jority of at least three-fourths of the share capital represent- ed at the time of the resolution in accordance with Section 179 of the German Stock Corporation Act. Change of control Liabilities to banks in the amount of €597.1 million (2012: €200 million) could become due, in full or in part, in the case of a change of control on the part of the creditors. A member of the Management Board whose appointment is terminated due to a change of control within 12 months of such change and without good cause will receive a sever- ance payment equal to three annual salaries based on the most recently agreed annual target remuneration. In case of resignation, the above mentioned regulation is not ap- plicable if the position of the Management Board member has only been altered marginally with the change of control. Other takeover-related disclosures not mentioned in this section do not apply to Software AG.   Software AG | Annual Report 2013 126 Letter from the Management Board Software AG ShareAbout Software AG Highlights 2013