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Software AG GB 2013. englisch

The Supervisory Board Chairman was in regular contact with the CEO and consult- ed with him about Software AG’s strategy, planning, business development, risk situation, risk management and compliance. The CEO informed him immediately of important occurrences. The close cooperation between the Management Board and Supervisory Board is based on close, trusting cooperation and an open, constructive dialog. Deliberations of the Supervisory Board addressed the Company’s strategic direc- tion and measures for strategy implementation, financing activities, the repur- chase of treasury stock and risk management. The M&A projects were discussed in depth by the responsible Strategy Committee. Based on the committee’s recommendations, the Supervisory Board also deliberated and then approved the acquisitions. The Supervisory Board and the Management Board discussed the quarterly and half-year results and reports and analyzed ongoing business development in detail. Any transactions requiring Supervisory Board approval in accordance with the Articles of Incorporation or applicable legislation were reviewed and ap- proved, where appropriate. Documents relevant for decisions were forwarded to the Supervisory Board in due time before the relevant meeting. Supervisory Board meetings The Supervisory Board held seven ordinary meetings during the year under review. At least one session took place each quarter. In addition, the Supervisory Board held two extraordinary meetings. For one of them the Supervisory Board took advantage of the option permitted by the Articles of Incorporation to hold meetings by telephone. If a member of the Supervisory Board was unable to attend a session, he or she had the option of participating via telephone or cast ballots in writing. On two occasions the Supervisory Board and on one occasion the Strategy Committee took advantage of the option permitted by the Articles of Incorporation to cast a vote in writing by means of circulation procedure. No member of the Supervisory Board attended fewer than half the Supervisory Board meetings. Software AG | Annual Report 2013 50 Letter from the Management Board About Software AG Software AG ShareHighlights 2013

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