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Software AG GB 2013. englisch

NotestotheConsolidatedFinancialStatements companies and/or equity interests in companies or as part of corporate mergers. • Subject to the consent of the Supervisory Board, the ­Management Board is authorized, in the event of capital increases, to exclude subscription rights in return for cash contribution to the extent necessary to grant the holders of option or conversion rights or those with obligations to exercise options or convert warrant bonds or ­convertible­bonds, which were issued by Software AG or a wholly owned direct or indirect subsidiary of ­Software AG, or the holders of option or or conversion rights, which Software AG—following the merger of IDS Scheer AG with Software AG—is obligated to recog- nize as a subscription right to new shares in the amount equivalent to that which they would be entitled as share- holders upon exercising their option or conversion rights or fulfilling their option or conversion obligations. • Subject to the consent of the Supervisory Board, the ­Management Board is authorized to exclude subscription rights of shareholders in the event of capital increases in return for cash contributions, provided the capital ­increases­­resolved on the basis of this authorization do not exceed 10 percent of the issued share capital at the time the resolution is passed at the Annual Shareholders’ Meeting or, if lower, of the share capital in issue at the time the authorization is acted upon and provided the issue price is not significantly lower than the stock market price. • The upper limit of 10 percent of the issued share capital will be reduced by the pro rata amount of the share capital attributable to those treasury shares of the ­Company that are sold during the term of the authorized capital, subject to exclusion of shareholders’ subscription rights pursuant to Section 71 (1) No. 8, Sentence 5 and Section 186 (3) Sentence 4 of the German Stock Corpo- ration Act. Furthermore, the upper limit will be reduced by the pro rata amount of the share capital attributable to those shares issued to service warrants and convertible bonds with option or conversion rights or option or ­conversion obligations, provided the bonds were issued during the term of the authorized capital subject to the exclusion of subscription rights as set forth in ­Section 186 (3) Sentence 4 of the German Stock Corporation Act. The Management Board did not make use of this authori- zation in fiscal year 2013. Acquisition of treasury shares Pursuant to the Annual Shareholders’ Meeting resolution dated May 3, 2013, the Company is authorized to carry out the following on or before May 2, 2018: a) Purchase treasury shares up to 10 percent of the existing share capital at the time of the resolution. The shares purchased, together with other treasury shares that the Company has already purchased and still holds or that are attributable to it in accordance with Sections 71d and 71e of the German Stock Corporation Act, may not account for more than 10 percent of the respective share capital at any time. b) Depending on the decision of the Management Board, the treasury shares may be purchased on the stock ­market or through a public purchase offer addressed to all shareholders of the Company. If the shares are purchased via the stock exchange, the consideration paid for the shares (not including transac- tion costs) may be up to 10 percent higher or lower than the average listed price—the unweighted average of the closing rates in Xetra trading on the Frankfurt stock ­exchange or a successor system—of the Company shares during the five stock market trading days preceding the purchase. The date of purchase is the date upon which the transaction is concluded. If the shares are purchased via a public purchase offer, the consideration paid for the shares (not including transaction costs) may be up to 10 percent higher or lower than the average listed price—the unweighted average of the closing rates in Xetra trading on the Frankfurt stock exchange or a successor system—of the Company shares during the five trading days prior to publication of the offer. If the purchase offer is over­ subscribed, bids will be accepted in proportion to the number of shares on offer. 169 Corporate Governance Report of the Supervisory Board Group Management Report Consolidated Financial Statements Additional Information Notes General Notes to the Consolidated Income Statement Notes to the Consolidated Balance Sheet Other Disclosures Responsibility Statement Auditors’ Report

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