Annual Report 2007
8. Takeover-related disclosures
Subscribed capital and voting rights
Software AG's share capital totaled €85,618,365 and is divided into 28,539,455 bearer shares. Each share represents €3.00 of the issued share capital and entitles the holder to one vote. Shareholders can exercise their rights at the Annual Shareholders' Meeting, when they exercise their voting rights in accordance with legal stipulations and the Company's Articles of Incorporation.
Authorized capital and share repurchase
Software AG has authorized capital pursuant to Section 5 (5) of the Company's Articles of Incorporation. The Executive Board is authorized, with the consent of the Supervisory Board, to increase the Company's share capital on one or more occasions on or before May 12, 2011 up to a total of €41,803,362 by issuing up to 13,934,544 million new bearer shares against cash contributions or contributions in kind (Authorized Capital).
Furthermore, the Company is authorized to purchase treasury shares having a share in the issued share capital not to exceed €8,531,934 on or before November 10, 2008 in order to realize the benefits associated with the acquisition of treasury shares in the interest of the Company and its shareholders. Treasury shares may be purchased on the stock market or through a public purchase offer directed to all shareholders of the Company.
Please refer to the Notes for additional information on the conditional capital, authorized capital and the acquisition of treasury stock.
Significant shareholders
Software AG Stiftung, Darmstadt, holds approximately 30 percent of the outstanding shares in Software AG. The foundation is a separate nonprofit legal entity and is devoted worldwide to the themes of therapeutic pedagogy, social therapy, education, services to youth and senior citizens, environment and research. No other shareholders hold more than 10 percent of the share capital.
Appointment/dismissal of Executive Board members and changes in the Articles of Incorporation
Executive Board members are appointed and dismissed in accordance with Section 84 et seqq. of the German Stock Corporation Act.
Any changes in the Articles of Incorporation are resolved by the Annual Shareholders' Meeting by a majority of at least three-fourths of the share capital represented at the time of the resolution in accordance with Section 179 of the German Stock Corporation Act. Changes in the wording of the Articles of Incorporation in connection with the utilization of conditional and authorized capital were resolved by the Supervisory Board in accordance with resolutions of the Annual Shareholders' Meeting of September 21, 1998 (Section 5, Paragraphs 1 and 2 of the Articles of Incorporation); April 27, 2001 (Section 5, Paragraphs 1 and 3 of the Articles of Incorporation); May 13, 2005 (Section 5, Paragraphs 1 and 4 of the Articles of Incorporation); and May 12, 2006 (Section 5, Paragraphs 1 and 5 of the Articles of Incorporation).
Change of control
In the event of a change of control, the lenders can call due liabilities to financial institutions amounting to € 197.0 million in their entirety or partially.
If a member of the Executive Board should resign due to a change of control within 12 months of such change and without good cause, this member will receive a severance payment equal to three annual salaries based on the annual target remuneration most recently agreed and the average target performance ratio for the preceding three full fiscal years. In case of resignation the above mentioned regulation is not applicable if the position of the Executive Board member has only been altered marginally with the change of control. This change of control clause for Executive Board members is intended to replace the existing regulations of paying the remaining term of the contract in the event of termination by the Company as well as the agreed escalation bonus in the amount of 0.5 percent of the increase of the Company's market capitalization as a result of a takeover bid.
Other takeover-related disclosures not mentioned in this section do not apply to Software AG.
