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Software AG GB 2013. englisch

Defined contribution plans There is a minor volume of defined contribution pension commitments. Defined contributions are paid to external insurance companies or funds. Furthermore, Software AG makes contributions to the state and/or public pension fund primarily in Germany. Defined contribution pension commit- ments accounted for expenses of €17,597 thousand (2012: €16,524 thousand) in 2013. [26] Equity Share capital As of December 31, 2013, Software AG’s share capital ­totaled €86,944 thousand (2012: €86,917 thousand), ­divided into 86,943,945 (2012: 86,917,445) bearer shares. Each share entitles its holder to one vote. Conditional capital The following conditional capital existed as of December 31, 2013: 1.) Up to €8,567 thousand divided into up to 8,566,684 bearer shares to service subscription rights under the third and fourth stock option plans (Management Incen- tive Plan III and IV, or MIP III and MIP IV ) for members of the Management Board and Group officers. The re- quirements of this plan and the status of allocations and options exercised are presented in Note[34]. The Management Board’s use of this authorization ­totaled €27 thousand, divided into 26,500 bearer shares, in fiscal 2013. 2.) Up to €18,000 thousand divided into a maximum of 18,000,000 bearer shares, each with a notional interest in the share capital of €1.00, for the purpose of granting option rights and agreeing on option obligations arising from warrant bonds or granting conversion rights to and agreeing on conversion obligations with bearers of ­warrant bonds or convertible bonds in an aggregate principal amount of up to €500,000 thousand and with or without a limited term in accordance with the terms and conditions of the bonds, as resolved by the Annual Shareholders’ Meeting on May 21, 2010. Pursuant to this authorization, the Management Board may, subject to the consent of the Supervisory Board, resolve on or before May 20, 2015 that the rights ­described be issued by Software AG or a directly or ­indirectly held wholly owned affiliate of Software AG. As of December 31, 2013, the Management Board had not made use of this authorization. 3.) Up to €55 thousand divided into a maximum of 55,000 bearer shares, each with a notional interest in the share capital of €1.00, for the purpose of granting bearer shares upon the exercise of conversion or option rights granted by IDS Scheer AG pursuant to the authorizations of the annual shareholders’ meetings of IDS Scheer AG of April 29, 1999 and May 20, 2005, such conversion or option rights being accorded equivalent status under the provisions of the merger agreement of May 20, 2010 between the Company and IDS Scheer AG and in ­accordance with Section 23 of the German Reorganiza- tion and Transformation Act (UmwG). The requirements of this plan and the status of alloca- tions and options exercised are presented in Note [34]. The Management Board did not make use of this autho- rization in fiscal year 2013. Authorized capital As of December 31, 2013, the Management Board was also authorized, subject to the consent of the Supervisory Board, to increase the Company’s share capital on one or more occasions on or before May 4, 2016 by up to a total of €43,074 thousand by issuing up to 43,074,091 new bearer shares in return for cash contributions and/or contributions in kind (authorized capital). In this respect, the shareholders are to be granted subscription rights except in the following cases: • The Management Board is authorized to exclude frac- tional amounts from shareholders’ subscription rights. • Subject to the consent of the Supervisory Board, the ­Management Board is authorized to exclude subscription rights in the event of capital increases in return for ­contributions in kind, provided the contribution in kind is for the purpose of acquiring companies, parts of Software AG | Annual Report 2013 168 Letter from the Management Board About Software AG Software AG ShareHighlights 2013

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