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Software AG GB 2013. englisch

c) The offer may stipulate a preferential acceptance of a smaller number of shares of up to 100 units per shareholder. d) The Management Board is authorized to sell the treasury shares purchased on the basis of the authorization ­pursuant to letter “a” above or an authorization granted at an earlier time via the stock exchange or in another manner that fulfills the requirement to treat all share- holders equally, such as through an offer addressed to all of the Company’s shareholders. e) The Management Board is also authorized, subject to the consent of the Supervisory Board and with the ex- clusion of shareholder subscription rights, to sell the treasury shares purchased based on the authorization according to letter “a” or a previously granted authori- zation, provided the shares are sold for cash at a price that is not significantly lower than the listed prices of Company shares that have the same terms and features at the time of the sale. This authorization is limited to shares with a notional interest in the share capital of up to a total of 10 percent of the Company’s share capital in issue on the date of issue of the authorization or, if lower, the share capital in issue at the time the autho- rization is acted upon. The upper limit will be reduced by the pro rata amount of the share capital attributable to those shares issued during the term of this authori- zation as part of a capital increase subject to the exclu- sion of subscription rights pursuant to Section 186 (3) Sentence 4 of the German Stock Corporation Act. Fur- thermore, 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 average listed price of the Company shares—the ­unweighted average closing price in Xetra trading on the Frankfurt stock exchange or a successor system—during the five trading days preceding the sale will be considered the applicable listed price within the ­meaning of this paragraph. The date of sale is the date upon which the transaction is concluded. f) The Management Board is also authorized to execute the following with treasury shares acquired on the basis of the authorization pursuant to letter “a” above or a previously granted authorization: (i) to transfer them to employees and members of ­senior management of Software AG and its affiliates in the context of the Company’s stock option plan, which was resolved under item 7 a) of the agenda for the Annual Shareholders’ Meeting on April 29, 2008; (ii) to offer them for purchase or commit or transfer them with a waiting/blackout period of no less than four years to employees and members of senior management of Software AG and its affiliates, whereby the work and/or entity relationship must exist at the time of the offer or commitment and the commitment or transfer must be dependent upon the achievement of at least one revenue- related target, which entails doubling revenue with new products at the latest by fiscal 2015 as com- pared to fiscal 2010. Annual revenue with new products must be at least €450 million in the year this target is achieved. “New products” are all pro­ ducts that do not pertain to the Adabas-Natural product family, including EntireX, and are not third-party products that are sold individually under distribution rights. Revenue generated from changed licensing models for the cloud business should be made comparable. The Management Board can ­define further details or additional suc- cess targets. If success targets are achieved, the Management Board must make the offer or commitment and/or the transfer contingent upon whether Software AG’s share price reaches at least €60 in a specific period to be determined that is immediately following the Software AG | Annual Report 2013 170 Letter from the Management Board About Software AG Software AG ShareHighlights 2013

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