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Auditors' report

We have audited the consolidated financial statements prepared by Software Aktiengesellschaft, comprising the income statement, the balance sheet, the cash flow statement, the presentation of recorded income and expenses, and the notes to the consolidated financial statements, as well as the management report on the Group and on Software Aktiengesellschaft for the financial year from 1 January 2007 to 31 December 2007. The preparation of the consolidated financial statements and the management report on the Group and on Software Aktiengesellschaft in accordance with IFRS, as these are to be applied within the EU, and in accordance with the supplementary provisions defined in Section 315a (1) HGB, is the responsibility of the legal representatives of the Company. Our responsibility is to express an opinion on the consolidated financial statements and the management report on the Group and on Software Aktiengesellschaft on the basis of the audit performed by us.

We conducted our audit of the consolidated financial statements in accordance with Section 317 HGB and German generally accepted standards for the audit of annual financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). These standards require that we plan and perform the audit such that misstatements and irregularities materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements, as prepared in accordance with the applicable accounting standards, and in the management report on the Group and on Software Aktiengesellschaft, are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and in the management report on the Group and on Software Aktiengesellschaft are examined primarily on a test basis within the framework of the audit. The audit includes assessing the financial statements of the companies included in the consolidated financial statements, the definition of the scope of the consolidation group, the accounting and consolidation principles applied, and significant estimates made by the legal representatives as well as evaluating the overall presentation of the consolidated financial statements and the management report on the Group and on Software Aktiengesellschaft. We believe that our audit provides a reasonable basis for our opinion.


Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the consolidated financial statements have been prepared in accordance with IFRS, as these are to be applied within the EU, and in accordance with the supplementary provisions to be applied, as defined in Section 315a (1) HGB, and present a true and fair view of the net assets, financial situation and results of operations of the Group. The management report on the Group and on Software Aktiengesellschaft is consistent with the consolidated financial statements and, as a whole provides a suitable view of the Group's position and suitably presents the opportunities and risks of future development.


Frankfurt am Main, March 11, 2008


BDO Deutsche Warentreuhand
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft

sgd. Schumacher
Wirtschaftsprüfer

sgd. Dr. Rosien
Wirtschaftsprüfer