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Software AG decides on a new share buyback program

DGAP-News: Software AG / Key word(s): Share Buyback
Software AG decides on a new share buyback program

03.09.2015 / 20:01

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Software AG decides on a new share buyback program

Darmstadt, Germany, September 03, 2015 - Software AG (Frankfurt TecDAX:
SOW) today announced (please refer to ad hoc release as of September 3,
2015) a share buyback program in a total volume of up to EUR 70 million
until December 31, 2015. Based on Software AG's Xetra closing price of
September 2, 2015 (EUR 24.02) this equales a volume of up to approx. 2.9
million shares. With this press release we intent to offer furhter
information on the share buyback program and answer some upcoming
questions:

Software AG has repeatedly obtained the authorization for share repurchases
at the Annual General Meeting and used the last Share Buyback Program
(November 2014 - February 2015) to the following extent. As of March 01,
2015, Software AG owned an aggregate number of 8,084,101 treasury shares,
corresponding to 9.3% of the share capital of Software AG. At the end of
April 2015 7,943,945 of these treasury shares, corresponding to 9.14% of
the share capital of Software AG, have been cancelled with a simultaneous
reduction of the share capital in the same amount. As of August 31, 2015,
Software AG still owns an aggregate number of 61,856 treasury shares,
corresponding to 0.08% 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 6 months in 2015,
was roughly EUR 424 million (EUR 455 million including stocks). The current
interest rate level is still on a low level and is in fact below Software
AG's historical average dividend yield.
b. Management considers the current share price attractive for a share
buy-back.

2) Why this amount (EUR 70 million)?
The management board has been authorized by the Annual General Meeting to
buy back shares up to 10 percent of the share capital of Software AG. With
the current program about 1/3 of this authorization will be exploited. This
volume is more than covered by the expected free cash flow of the next
couple of quarters. Therefore the high liquidity for Software AG is
ensured.

3) How will the treasury shares be used?
The repurchased shares may be used for any purpose permissible under the