DGAP-Adhoc: Software AG decides on Share Buyback

Software AG / Key word(s): Share Buyback

25.10.2013 12:50

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Software AG decides on share buyback

Software AG (TecDAX, ISIN DE 0003304002 / SOW) today decided, on the basis
of the authority granted by the general meeting of 3 May 2013, to conduct a
buyback of own shares in a value of up to EUR 110 million (excluding
ancillary costs) during the period until May 16, 2014 at the latest. The
limit for a share buyback is 10 percent of the share capital as of 3 May
2013 less other treasury shares, which the Company has previously purchased
or still holds or which are attributable to it under the provisions of §§
71d and 71e AktG (German Stock Corporation Act), which equals 4.724.926
shares. It is intended that the share buyback will be conducted through a
bank and exclusively on the stock exchange. The shares bought back may be
used for all purposes permissible under the above mentioned authority and
applicable stock corporation law.

Darmstadt, 25 October 2013

Software AG, Uhlandstr. 12, 64297 Darmstadt

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Information and Explaination of the Issuer to this News:

Further information to Software AG's Share Buyback Program

Software AG has repeatedly obtained the authorization for share repurchases
at the Annual General Meeting and used the last Share Buyback Program
(February - April 2013) to the following extent.
As of October 25 2013, Software AG owns an aggregate number of 3,966,818 of
own shares, corresponding to 4.56% of the share capital of Software AG.
The cash allocation priority has been based also on dividend continuity and
financing acquisitions.

Following is further information to the regulatory disclosure:

1) Why a share buyback now?
a. Software AG's cash on the balance sheet, posted after 9m in 2013, was
roughly EUR448 million. The current interest rate level is still on a low
level and
is in fact below Software AG's historical average dividend yield.
b. The current share price is, from the Executive Board point of view,
attractive for a repurchase.

2) Why this amount (EUR110 million)?
The volume corresponds to the given limit of maximum 10 percent of the
share capital of Software AG less other treasury shares, which the Company
already purchased.

3) How will the repurchased and already bought shares be used?
The repurchased shares may be used for any purpose permissible under the
relevant shareholders resolution of the Annual General Meeting of 3 May
2013 and applicable corporation stock law. The resolution states the
following purposes:
i. Delivery of shares to the holders of warrants or convertible bonds.
ii. The sale to third parties for the purpose of acquiring companies,
parts of companies and / or equity interests in companies or in the context
of corporate mergers.
iii. The recall of all or part of the treasury shares with or without
reduction of capital.

4) What is the impact of the share repurchase on the published EPS outlook
2013 (in the range of EUR1.70 to EUR1.80)?
a. The 2013 outlook for EPS 2013 was already given in January 2013 and
therefore is to be understood as net of effects from share buybacks.
b. The reported EPS for fiscal 2013 will tend to increase - to the extent
that the treasury shares will reduce the current number of shares
outstanding.

5) What is the effect of the repurchase program on the dividend?
a. No effect, Software AG's dividend policy remains unchanged.
b. The dividend policy is geared towards long-term and consistent dividend
payment.
c. The cash-out ratio in recent years was in the corridor of 20-25% of net
income.
d. Dividend for fiscal 2013 will also be defined on the base of full year
2013 results in spring 2014.

6) What is the effect of the repurchase program on the acquisition strategy
of Software AG?
No effect, Software AG will continue to buy software companies that:
i. Bring technological additions to the product portfolio (technology
tuck-ins) or
ii. Provide innovative kernels - such as Terracotta - for further organic
growth.

7) When will the share buyback program start?
a. First, Software AG will have to mandate a bank to implement the program.
b. Then, before the program begins, an additional communication will be
issued to the capital market.

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Language: English
Company: Software AG
Uhlandstraße 12
64297 Darmstadt
Germany
Phone: +49 (0)6151 92-1900
Fax: +49 (0)6151 92-34 1899
E-mail: Investor.Relations@softwareag.com
Internet: www.softwareag.com
ISIN: DE0003304002
WKN: 330400
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart

End of Announcement DGAP News-Service

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