Registered Share
            

First trading day of Software AG's registered share: October 2, 2017

New: ISIN DE000A2GS401 (new: WKN A2GS40)

Ticker Symbol unchanged: SOW

WHAT IS A REGISTERED SHARE?
Stock companies (Aktiengesellschaften) can categorize the share capital either in registered or bearer shares. Both types of shares entitle the shareholder the same rights. In contrast to companies with bearer shares, companies with registered shares maintain a share register logging the name, date of birth, address and number shares held by the shareholder. In proportion to the corporation, a shareholder will be recognized as such if registered in the share register (in accordance with section 67, paragraph 1 and 2 of the German Stock Corporation Act (AktG)). The shareholder shall demand information with regards to the data logged in the share register. 

WHAT ARE THE ADVANTAGES FOR THE SHAREHOLDER?
The registered share enables the direct dialogue between the corporation and its shareholders. The company can provide its shareholders with information more quickly and in a more targeted manner. The opportunities of electronic communication (e.g. via e-mail or via internet), in particular with regards to the Annual General Meeting (AGM), are simplified. 

WHAT ARE THE ADVANTAGES FOR THE CORPORATION?
Via the share register the corporation knows the shareholders, the shareholder structure and can address the shareholders (if recorded in the share register) directly. Furthermore, Investor Relations will be more efficient and can target its operations more directly. In addition to this, cost savings can be achieved. 

HAVE THE SHAREHOLDER’S RIGHTS CHANGED?
No, the legal status of Software AG’s shareholders, who are inscribed to the share register, has not changed due to the conversion from bearer to registered shares. Their holdings at the corporation remain unchanged along with their rights associated to their shares. Likewise, nothing has changed with regards to the dividend payments. 

IS AN ISSUED CONTINUING PROXY STILL VALID?
The general voting proxy (continuing proxy) issued to a depository bank also applies to registered shares unless the depository bank explicitly excludes that service. 

WHO CAN TAKE INSIGHT INTO THE SHARE REGISTER AND WHERE?
All shareholders are entitled to receive information from the company only about their personal data recorded in the share register. 

WILL THE DATA IN THE SHARE REGISTER BE PASSED ON?
No, a relay of information will not be made. The data are for exclusive purpose of the corporation. 

HOW IS PRIVACY MONITORED?
In accordance with Federal Data Protection Act the monitoring is carried out by the appointed data protection officer of the corporation and the regulatory authority in charge. 

WHEN WILL THE DATA RECORDED IN THE SHARE REGISTER BE DELETED?
Personal data will be deleted once shareholders have sold all of their Software AG shares, unless legal provisions provide for an obligation to retain data. Legal regulations on data protection and data storage are observed. 

HOW IS A SHAREHOLDER ENTERED IN THE SHARE REGISTER?
The registration happens automatically and is free of charge. 

HOW DO SHAREHOLDERS REGISTER FOR THE AGM?
Software AG will send the letter of invitation for the Annual Shareholders’ Meeting directly to the shareholders registered in its stock register. A registration sheet which shareholders can use to register with the company will be enclosed in the letter of invitation. 

ARE REGISTERED SHARES AS FUNGIBLE AS BEARER SHARES?
Yes, fungibility restrictions only exist for what is referred to as „registered shares with restricted transferability“, which are seldom used by exchange-listed companies. 

DO THE SHAREHOLDERS INCUR ONGOING COSTS FOR THE COMPANY’S MAINTENANCE OF THE SHARE REGISTER? WILL THERE BE AN INCREASE IN CUSTODY FEES?
The maintenance of the share register does not result in any direct costs to the shareholder because the related costs are borne by the company. The charges for the custody of registered shares are typically included in the general custody charges that apply equally to bearer and registered shares. In this respect, the custodian fees for shareholder generally do not change with the conversion. Also in this case, the details of the custody account management are the responsibility of the custodian bank. 

IS IT NECESSARY TO NOTIFY THE COMPANY OF CHANGES IN NAME OR ADDRESS?
As a rule, shareholders must notify their custodian bank immediately when there are any changes in name or address. The custodian banks, in turn, submit these changes to the company or the technical service provider that maintains the share register. 

WHAT HAPPENED TO THE WKN AND THE ISIN?
The shares of Software AG are traded as no-par value registered shares under the WKN A2GS40 and ISIN DE000A2GS401. 

AT WHAT RATIO HAS THE BEARER SHARES BEEN CONVERTED INTO REGISTERED SHARES?
The ratio was 1:1, which means that the number of shares in the custody account has not changed. 

HAS TRADING BEEN INTERRUPTED DURING THE CONVERSION?
No, there has not been trading interruption or temporary delisting.  

 

This document is a convenience translation of the German original. In the event of any conflict or inconsistency between the English and the German version, the German original shall prevail.

Notification of the conversion from no-par value bearer shares to no-par value registered shares according to Section 30e (1) No. 1 WpHG

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