Annual General Meeting 2008

- This translation from the German original into English has been provided for your convenience. The German text is exclusively binding and valid for all purposes. -

Beta Systems Software Aktiengesellschaft, Berlin

Securities code number: 522 440
ISIN: DE0005224406

 

 

Invitation to the Regular Annual General Meeting of Shareholders

 

We are pleased to extend an invitation to our shareholders to the


Regular Annual General Meeting


on Wednesday, May 14, 2008, 10 a.m.,

in the Ludwig-Erhard-Haus, Fasanenstraße 85, D-10623 Berlin.

 

  1. Presentation of the adopted annual financial statements Beta Systems Software AG as at December 31, 2007, of the adopted Consolidated Financial Statements and of the Combined Management Report on the Group and on the Company as per December 31, 2007, with the explanatory report on information provided in accordance with Sections 289 para. 4 and 315 para. 4 of the German Commercial Code and the Combined Report of the Supervisory Board of Beta Systems Software Aktiengesellschaft for the fiscal year 2007.

  2. Resolution on granting discharge to the Management Board for the fiscal year 2007

  3. Resolution on granting discharge to the Supervisory Board for the fiscal year 2007

  4. Choice of the independent auditor for the fiscal year 2008

  5. Resolution on the authorization of the Management Board for the purchase and use of own (treasury) shares pursuant to Section 71 para. 1 Item 8 of the German Stock Corporation Act (AktG) and for the exclusion of subscription and right of tender

  6. Resolution on the Creation of New Approved Capital 2008 with the Option of excluding Subscription Rights, and Amendment of Section 4 para. 8 of the Articles of Association
    We have published the full Agenda with the proposals of Administration for the passing of resolutions and the reports of the Management Board to the Annual General Meeting on Items 5 and 6 of the Agenda, as well as the complete conditions for participation, in the electronic German Federal Gazette of April 3, 2008.

Availability and presentation of documentation
As from the convocation of the Annual General Meeting, the adopted annual financial statements of Beta Systems Software AG as at December 31, 2007, the adopted Consolidated Financial Statements and the Combined Management Report on the Group and on the Company as per December 31, 2007, with the explanatory report on the information pursuant to Section 289 para. 4 and Section 315 para. 4 of the German Commercial Code and the Combined Report of the Supervisory Board of Beta Systems Software Aktiengesellschaft for the fiscal year 2007, as well as the reports on the Agenda Items 5 and 6 will be laid out in the premises of the Company for viewing by the shareholders.

Upon request, each shareholder will be sent a copy of this documentation free of charge. The documentation is also available free of charge from the paying agent and are also posted on the company’s website under www.betasystems.de (Heading: Investor Relations/Annual General Meeting) and will be laid out at the Annual General Meeting.


Participation terms and conditions
The prerequisites for participation by the shareholders in the Annual General Meeting and for the exercising of votes have changed owing to the entering into force of the German Act on Business Integrity and Shareholder Actions (UMAG) and the respective amendment to the Articles of Association of Beta Systems Software Aktiengesellschaft.
According to this Act, the shareholders entitled to participate in the Annual General Meeting and to exercise their voting rights are those who register by May 7, 2008 at the following address

Beta Systems Software Aktiengesellschaft
c/o Commerzbank AG
ZTB M 3.2.4 – General Meetings/Proxy Voting
D-60261 Frankfurt
Telefax: +49 (0)69/136-26351

with the Company and who have provided proof for the Company from the custodian bank under this address that they were shareholders of the Company at the start of April 23, 2008. Registration and the proof of shareholdings must be set down in writing in German or English.

Shareholders may dispose of their shares freely, even after registering.


Proxy
The exercising of voting rights can also be carried out by a proxy and through an association of shareholders. As a special service, we offer our shareholders the option of being represented at the Annual General Meeting by a proxy appointed by the Company. The proxies can be authorized in writing by way of the admission and proxy statement sent to the shareholders after they have registered for the Annual General Meeting and prior to the Meeting. Moreover, they are available for authorization during the Annual General Meeting. The proxies shall exercise voting rights exclusively on the basis of instructions issued by the respective shareholder.


Total number of shares and voting rights
In accordance with Section 30 b para. 1 sentence 1 no. 1 of the German Securities Trading Act (WpHG), we herewith announce that, at the time when the Annual General Meeting was convened, the total number of shares of Beta Systems Software Aktiengesellschaft came to a total of 13,288,914 made out to bearer, conferring the equivalent number of voting rights in the Annual General Meeting. At the time when the Annual General Meeting was convened, the Company held 120,610 treasury shares. These treasury shares do not confer voting rights. The total number of shares of Beta Systems Software Aktiengesellschaft conferring voting rights came to 13,168,304 at the time when the Annual General Meeting was convened.


Counter-motions
Counter-motions against a proposal of the Administration re a specific item on the Agenda pursuant to Section 126 para. 1 of the German Stock Corporation Act (AktG) are to be addressed exclusively to:

Beta Systems Software Aktiengesellschaft
Regular Annual General Meeting 2008
Investor Relations Department
Alt-Moabit 90d
D-10559 Berlin
Telefax: +49 (0)30/726 118 881

Counter-motions received in good time under this address will be made available without delay to the other shareholders on Internet in compliance with Section 126 of the German Stock Corporation Act (AktG) at www.betasystems.de (Heading: Investor Relations/Annual General Meeting). Any statements by the Administration will also be made available under the aforementioned internet address. Counter-motions sent to a different address or not in due time will not be taken into account.


Berlin, in April 2008

Beta Systems Software Aktiengesellschaft

- The Management Board -