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Software AG GB 2013. englisch

NotestotheConsolidatedFinancialStatements purchase and a maximum of five stock market trad- ing days. Furthermore, the purchase can only occur during exercise periods that are between the 3rd and 15th trading day (up to and including respectively) on the Frankfurt stock exchange after the last day of the Annual Shareholders’ Meeting and after the release of the second or third-quarter results. The offer price is at least the unweighted average closing price of Software AG’s share in XETRA trading on the five trading days in Frankfurt am Main immediately ­following the day the offer is made. Provided shares are transferred or offered for purchase to the mem- bers of the Management Board afterward, this au- thorization applies to the Supervisory Board. Up to 3,000,000 treasury shares can be offered for purchase, committed or transferred respectively to members of the Management Board or of senior management of Software AG and affiliate com­ panies as well as their employees; (iii) to offer for purchase and transfer them to employees and members of senior management of Software AG and its affiliates in the context of the stock option plans resolved by the Annual Shareholders’ Meeting in accordance with Section 193 (2) No. 4 of the German Stock Corporation Act in the future. g) The Management Board is also authorized, subject to the consent of the Supervisory Board and the exclusion of shareholders’ subscription rights, to sell the treasury shares purchased on the basis of the authorization ­pursuant to letter “a” above or a previously granted authorization to third parties, provided this occurs for the purpose of acquiring companies, corporate divisions and/or interests in companies or as part of corporate mergers. h) The Management Board is also authorized, subject to the consent of the Supervisory Board and the exclusion of shareholders’ subscription rights and in accordance with the terms and conditions of the bonds, to deliver the treasury shares purchased on the basis of the ­authorization pursuant to letter “a” above or a previously granted authorization to the holders of warrants or con- vertible bonds issued by the Company or by a wholly owned direct or indirect subsidiary of the Company. i) The Management Board is also authorized to recall all or part of the treasury shares purchased on the basis of the authorization pursuant to letter “a” above or a ­previously granted authorization in one or several steps without any additional authorization by the Annual Shareholders’ Meeting. The shares may also be recalled without a capital decrease by adjusting the pro rata amount in the Company’s share capital of the remaining shares. In such case, the Management Board is autho- rized to adjust the specification of the number of shares in the Articles of Incorporation. j) The authorizations for purchase and use of treasury shares can be exercised in full or partially and, in the case of the latter, multiple times, by the Company, its subsidiaries or for its or their account by third parties. Treasury shares may be purchased for one or more of the aforementioned purposes. At the beginning of the reporting period Software AG held 42,377 treasury shares representing an interest in the share capital of €42,377 (0.05 percent). With the consent of the Supervisory Board, the Management Board decided on February 7, 2013 to utilize its authorization from May 21, 2010 until December 31, 2013 up to a total volume of €180 million. During the period from February 12, 2013 to April 29, 2013, the Company repurchased a total of 3,924,441 shares at an average price (not including trans- action fees) of €29.27 per share (€29.28 per share including transaction fees), for a total cost of €114,869 thousand (not including transaction fees) or €114,926 thousand (including transaction fees) as illustrated below. This represents 4.51 percent of Software AG’s share capital. The repurchased shares may be used for all purposes permissible by the provisions of stock corporation legislation and by the afore- mentioned authorization. 171 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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