Software AG

Transaction in Own Shares • Mar 10, 2017

News Details

Other Capital Market Information | 10 March 2017 15:06

Software AG: Release of a capital market information

Software AG / Announcement pursuant to Art. 5 (1) lit. a) of Regulation (EU)
No 596/2014 and Art. 2 (1) of Delegated Regulation (EU) 2016/1052 / Share
Buy-Back Program 2017

10.03.2017 / 15:06
Dissemination of a Post-admission Duties announcement transmitted by DGAP -
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Announcement pursuant to Art. 5 (1) lit. a) of Regulation (EU) No 596/2014
and Art. 2 (1) of Delegated Regulation (EU) 2016/1052 / Share Buy-Back
Program 2017

The share buy-back announced by Software Aktiengesellschaft (TecDAX, ISIN
DE0003304002 / SOW) by way of ad hoc disclosure on 6 March 2017 will
commence on 13 March 2017. During the period until 15 May 2017, own shares
of the company in a value of up to EUR 100 million (excluding ancillary
costs) will be bought back. Based on the Xetra closing rate (on 6 March
2017), this equates to a volume of up to ca. 2.876 million shares. The
Management Board is thus exercising the authority to buy back its own
shares according to Section 71 (1) no. 8 Stock Corporation Act (AktG)
granted by the general meeting of Software Aktiengesellschaft on 31 May
2016. The shares bought back may be used for all purposes permissible under
the above mentioned authority and applicable stock corporation law.

A bank will be mandated to execute the buy-back, which will decide upon the
timing of the purchase of the shares independently and free of influence of
the company. The right of Software Aktiengesellschaft to terminate the
mandate prematurely and to transfer the mandate to another bank remains
unaffected. The buy-back shall be executed exclusively via the electronic
trading system of the Frankfurt Stock Exchange (Xetra) at the lowest
available price, and discretionary in the interests of the company. The
purchase price of each share bought back (excluding ancillary costs) must
neither exceed nor fall below the average stock price of Software AG's
shares by more than 10 percent on the basis of the unweighted average Xetra
closing price of the Frankfurt Stock Exchange or a comparable successor
system on the five trading days preceding the acquisition. As regards the
time of acquisition, the time of the conclusion of the transaction shall be
decisive.

Furthermore, the bank is/will be bound to comply with the conditions for
trading pursuant to Article 5 of the Regulation (EU) No. 596/2014 of the
European Parliament and the Council of 16 April 2014, the Delegated
Regulation (EU) 2016/1052 of the Commission of 8 March 2016 as well as all
relevant provisions. According to the Delegated Regulation, the shares must
not be purchased at a price exceeding the higher of the price of the last
independent trade or the highest current independent bid, in each case on
the stock exchange where the purchase is carried out. In accordance with
the Delegated Regulation, in any one day no more than 25 percent of the
average daily volume of the shares on the stock exchange on which the
purchase is carried out will be purchased. The average daily volume figure
is based on the average daily volume traded in the 20 trading days
preceding the date of purchase.

Provided that all relevant legal requirements are met, the Executive Board
may at any time suspend and resume the share buy-back program.

Information on the transactions relating to the Share Buy-Back Program 2017
will be adequately disclosed no later than by the end of the seventh daily
market session following the date of execution of such transactions in a
detailed form and in an aggregated form. In addition, Software
Aktiengesellschaft will post on its website (www.softwareag.com) under
section 'Investor Relations' the transactions disclosed and keep that
information available for the public for at least a 5-year period from the
date of public disclosure.

Darmstadt, March 10, 2017
Software Aktiengesellschaft

The Management Board

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 Language:    English
 Company:     Software AG
              Uhlandstraße 12
              64297 Darmstadt
              Germany
 Internet:    www.softwareag.com



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