Software AG
Software AG: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
Software AG / Law amendment of securities according to § 30e Para. 1, No. 1 of the WpHG [the German Securities Trading Act] 29.06.2017 / 16:48 Dissemination of a Post-admission Duties announcement according to Article 30e Para. 1, No. 1 WpHG transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Software Aktiengesellschaft Darmstadt WKN 330400 ISIN DE0003304002 Publication according to Section 30e Para. 1, No. 1 WpHG (German Securities Trading Act) - change in the rights attached to securities Notification on the conversion of no-par value bearer shares to no-par value registered shares and on the conversion of the stock market listing - ISIN DE0003304002 (old) - WKN 330400 (old) - - ISIN DE000A2GS401 (new) - WKN A2GS40 (new) - On May 17, 2017, the Annual General Meeting of Software AG, Darmstadt, resolved under agenda item 6 the conversion of no-par value bearer shares to no-par value registered shares and the amendments of the Articles of Association accordingly. The corresponding amendments to the Articles of Association were entered into the Company's commercial register at the District Court - Registration Court of Darmstadt (HRB 1562) on June 26, 2017 and thereby made effective. The Company's share capital in the amount of EUR76,400,000 is now divided into 76,400,000 no-par value registered shares. The last trading day for no-par value bearer shares will be September 29, 2017. Open orders on the stock exchange that will not have been executed by September 29, 2017 will be cancelled as a result of the conversion. As per October 2, 2017, the shares of Software AG will be traded as no-par value registered shares under the new ISIN DE000A2GS401. The custody account conversion to no-par value registered shares will take place on the Record Date (October 3, 2017, in the evening). For this purpose, the shares held in custody accounts at financial institutions will be converted from no-par value bearer shares of Software AG into no-par value registered shares of Software AG each at a ratio of 1:1. As of October 4, 2017 (Payment Date), the no-par value registered shares will be booked under the new ISIN. The share capital divided into no-par value registered shares will be securitized in one global certificate deposited with Clearstream Banking AG, Frankfurt/Main. The Company's shareholders will participate in the holding in collective safe custody at Clearstream Banking AG in proportion to their ownership interest as co-owners. With registered shares, only those shareholders who are entered in the share registry as registered shareholders are considered by the Company to be shareholders. Consequently, only those shareholders entered into the Company's share registry as shareholders are authorized to participate in and to exercise their voting rights at the Annual General Meeting. The shareholders must disclose to the Company for recordation in the share registry the information required by law (last name, first name, date of birth and address, as well as the number of Software AG shares they hold); electronic mail addresses and any changes thereto should always be provided in order to simplify the communication. The legal status of a shareholder is not affected by the conversion from no-par value bearer shares into no-par value registered shares when the shareholder is listed in the share registry. The shareholder's ownership in the Company also remains unchanged as do the rights of the shareholder associated with the shareholder's shares. Additionally, the shareholder's right to sell his or her shares will not be restricted or impeded; in particular, the consent of the Company is not required for the transfer of registered shares of Software AG. The acting settlement agent is DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt/Main. The conversion from no-par value bearer shares to no-par value registered shares is free of charge to shareholders. Darmstadt, June 2017 Software AG Management Board --------------------------------------------------------------------------- 29.06.2017 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Software AG Uhlandstraße 12 64297 Darmstadt Germany Internet: www.softwareag.com End of News DGAP News Service
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