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Software AG GB 2013. englisch

Compliance with the German Corporate Governance Code 2013 declaration of compliance pursuant to Section 161 of the German Stock ­Corporation Act (AktG) The Management Board and Supervisory Board hereby ­declare that in fiscal year 2013 (January 1 to December 31, 2013), all recommendations of the government commis- sion’s German Corporate Governance Code dated May 15, 2012 were followed during the period from January 1, 2013 to June 9, 2013, and during the period from June 10, 2013 to December 31, 2013, the code dated May 13, 2013 was followed, with the exceptions described below. The Man- agement Board and Supervisory Board would like to add the following: The code contains a new recommendation under point 4.2.2, paragraph 2, sentence 3 that when total remuneration for members of the Management Board is being determined, “the Supervisory Board should consider the overall correla- tion between the remuneration of the senior most managers and that of staff members including progression over time. For the comparison, the Supervisory Board must also define where the line between senior managers and relevant staff members is.” The Supervisory Board defines the members of the Group Executive Board of Software AG as relevant senior manage- ment; relevant staff members are employees in Germany. The Supervisory Board’s next review of the Management Board’s remuneration, which will be in summer 2014 because the latest comparative figures from 2013 will not be available until then, will compare remuneration of these groups of people and its progression over time, so as to be able to declare compliance with this recommendation. The code also makes a new recommendation under point 4.2.3, paragraph 2, sentence 6 that, “Total remuneration and its variable remuneration components should have a max- imum limit.” Current Management Board members’ contracts stipulate for short-term variable remuneration a maximum percent- age of the respective target amounts, based on which a maximum amount can be calculated. Their long-term share- based remuneration (PPS and MIP) is not subject to a max- imum limit. Current Management Board contracts therefore do not stipulate a maximum limit for total remuneration. A retroactive change to these contracts would be inappro- priate due to the principle of contract fidelity and not feasible for the Company. The Management Board and Supervisory Board agree that the code does not require amendments to existing contracts. They intend to apply the code’s recom- mendation accordingly to new Management Board mem- bers’ contracts. A further new recommendation of the code stipulates under point 4.2.3, paragraph 3 that, “With respect to pension com- mitments, the Supervisory Board should determine the rel- evant target pension level—even after service to the board has ended—and consider the annual and long-term expense incurred to the Company.” The target level of pension in the pension commitments stipulated in the current Management Board contracts Software AG | Annual Report 2013 46 Letter from the Management Board About Software AG Software AG ShareHighlights 2013