EANS-Adhoc: Software AG / Software AG decides on share buyback

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ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
adhoc with the aim of a Europe-wide distribution. The issuer is solely
responsible for the content of this announcement.
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Buybacks
07.02.2013

Software AG's executive board (TecDAX, ISIN DE 0003304002 / SOW)
today decided, on the basis of the authority granted by the general
meeting of 21 May 2010 and with the approval of the supervisory
board, to conduct a buyback of own shares in a value of up to EUR 180
million (excluding ancillary cost) during the period until 31
December 2013 at the latest. The limit for a share buyback is 10 per
cent of the share capital as of 21 May 2010 (equals 8.613.744
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,
7 February 2013 Software AG, Uhlandstr. 12, 64297 Darmstadt

end of ad-hoc-announcement ==========================================
====================================== Software AG has repeatedly
obtained the authorization for share repurchases at the Annual
General Meeting, but this has only been used to a small extent: 0.4
million in 2010. The cash allocation priority has been based on
dividend continuity and financing acquisitions (or the repayment of
related debt). Following is further information to the regulatory
disclosure: 1) Why a share buyback now? a. Software AG's cash on the
balance sheet, posted at the end of 2012, was EUR316 million. The
current interest rate level is not attractive and is in fact below
Software AG's dividend yield (1.6% based on the last dividend payment
of EUR 0.46 cents and current share price). b. The current share
price is, from the point of view of the Executive Board, unexpectedly
low and attractive for a repurchase (therefore the decision has just
been taken and was not planned before January 29, 2013). c. Currently
there is no other use for the free cash than an investment in the
capital market.

2) Why this amount (EUR180 million)? a. The volume corresponds to the
excess cash which would otherwise be invested in the capital market.
b. This amount takes into account the free cash that will be
available in the course of fiscal year 2013.

3) How will the repurchased shares be used? a. The repurchased shares
may be used for any purpose permissible under the relevant
shareholders resolution of the Annual General Meeting of 21 May 2010
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 and the earnings per share forecast were established and
published before the decision on the repurchase was taken. Therefore
the program could not be taken into account b. Through the share
buyback the reported earnings per share will tend to increase - to
the extent that the treasury shares will reduce the current number of
shares outstanding (86.917 million shares). c. With the full exercise
of the announced share repurchase program by the end of 2013, the
published earnings per share forecast may increase by up to EUR0.13.

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.

6) What is the effect of the repurchase program on the acquisition
strategy of Software AG? a. 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
growth 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.

Further inquiry note:
Otmar F. Winzig
Senior Vice President
Investor Relations & Compliance
Otmar.Winzig@softwareag.com
Tel.: +49 (0)6151 92 1669
Fax: +49 (0) 6151 92 341669

end of announcement euro adhoc
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issuer: Software AG
Uhlandstr. 12
D-64297 Darmstadt
phone: +49 (0)6151 92 1899
FAX: +49 (0) 6151 92 1933
mail: investor.relations@softwareag.com
WWW: http://www.softwareag.com
sector: Software
ISIN: DE0003304002
indexes: TecDAX, CDAX, HDAX, Prime All Share, Technology All Share
stockmarkets: free trade: Hannover, Berlin, Hamburg, Düsseldorf, Stuttgart,
regulated dealing/prime standard: Frankfurt
language: English