Investment Opportunity Software AG Roadshow London / Edinburgh June 2004

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1 Investment Opportunity Software AG Roadshow London / Edinburgh This Presentation contains forward-looking statements based on beliefs of Software AG management. Such statements reflect current views of Software AG with respect to future events and results and are subject to risks and uncertainties. Actual results may vary materially from those projected here, due to factors including changes in general economic and business conditions, changes in currency exchange, the introduction of competing products, lack of market acceptance of new products, services or technologies and changes in business strategy. Software AG does not intend or assume any obligation to update these forward-looking statements.

2 Software AG s Equity Story Solid Business Model Market Potential & Competitive Position Financial Strength Promising Outlook Investor Presentation 2

3 Roadmap to higher enterprise value Today: Goal: Profitable Growth Growth Enterprise portfolio Strategy Rightsizing Solid Base of Business Technology leadership + Global presence + Long-term customer base Investor Presentation 3

4 History of Technology Leadership 1969 Company founded 1979 First Mainframe 4GL 1985 Established First Platform Independent Language 1997 First company to port DCOM to Mainframe 1998 Introduced First XML Server 2000 First Mobile Fleet Mgmt System 2001/2002 Named Global Market Leader for XML Servers, IDC 2002/2003 Company to Watch Intelligent Enterprise Magazine 2003 CIO Honoree CIO Magazine 2003 Q4/2003 New strategic focus 1971 First Mainframe Database developed by Peter Schnell 1991 Introduced First Service Broker for Distributed Applications 1983 TAPS (Trade Analysis & Process System) World s Largest Clearing House System 1999 IPO Frankfurt Stock Exchange MDAX Today: Germany s Top 100 Stock in TecDax Investor Presentation First Database to Utilize IBM s New 64 bit Virtual Storage Architecture for Mainframe 2002 SCP Award Outstanding service award received 6 years in a row 2003 Winner of 14 Readers Choice Awards in the XML / Web Services Journal

5 Global Presence in 59 Countries 420 Million Revenue in 2003 Region Americas: US + 21 countries Region Central and Eastern Europe: Germany + 8 countries 32% 28% 23% 17% Region Southern and Western Europe: Spain + 9 countries Region Northern Europe, Asia- Pacific, South Africa & Japan: UK + 17 countries Investor Presentation 5

6 More than 3,000 Customers across all industries worldwide Finance Transport & Logistics Media & Telecommunications Government Retail & Manufacturing Investor Presentation 6

7 Software AG offering Enterprise System Software Products: Project Services: Database Software Large systems / all platforms extremely fast and reliable Development platform 4GL for large-scale business apps. Middleware / integration software based on industry standards XML server native storage, management, publish. and exchange of XML documents. Consulting Implementation Operation Investor Presentation 7

8 Business Model License Sales Direct Sales Force (300 staff + specified distributors) One-time payment for perpetual license Additional payment for upgrades (capacity increase) and Add-on products Price: MSU/MIPS based (database) User/Seats based (tools) Maintenance Annual contract automatic renewal (mostly Europe) or 3-5 year contract (mostly in the US) Price: 15%-18% of license list price (incl. Support, regular update of current version) Project Services Cost plus or fixed price projects Own staff (900) + freelance On-shore / off-shore Investor Presentation 8

9 Business Volume in K Euro 300 Product Revenue 300 Services Revenue in K Euro e 2005e e 2005e Revenues adjusted at USD/EUR 1:1 Investor Presentation 9

10 Roadmap to higher enterprise value Today: Goal: Profitable Growth Growth Enterprise portfolio Strategy Rightsizing Solid Base of Business Cost adjustment R&D streamlining Investor Presentation 10

11 Rightsizing (in mn. ) 2002 German GAAP 2003 German GAAP 2004e IFRS Rev. Op. Costs* Rev. Op. Costs* Rev. Op. Costs 100 EBITA* EBITA* EBIT Staff Reduction (FTE) * Pre goodwill amortization and restructuring expenses Investor Presentation 11

12 Impact on Earnings (IFRS) (in mn. ) e Operating result (EBIT*) Income from investments (SAPSI) - 24 Restructuring expenses EPS (in Euro) (ex. SAPSI) * Pre restructuring expenses and income from investments (incl. SAPSI) Investor Presentation 12

13 Roadmap to higher enterprise value Today: Goal: Profitable Growth Growth Enterprise portfolio Solid Base of Business Rightsizing Strategy Focus on strengths as a software product provider Investor Presentation 13

14 Strategy: Focus on Two Business Lines Enterprise system modernization Mission-critical applications Business-process integration Real-time information Single view of information Self-service Simplification of value-added chain Automation of compliance etc. ERP package CRM package DMS package , etc.... Optimize, Extend, Manage Investor Presentation 14

15 Roadmap to higher enterprise value Today: Goal: Profitable Growth Growth Rightsizing Strategy Enterprise portfolio Content Brand Go-to-market model Solid Base of Business Investor Presentation 15

16 Enterprise Transaction Systems (ETS) Portfolio Enterprise Transaction Systems (ETS) ETS Modernisation Packages Natural Productivity Application Performance Legacy Legacy Integration Data Data Connectivity Application Management Migration Services OPTIMIZE EXTEND MANAGE ETS Product Families ETS Services Technical Account Manager Performance & Tuning Installation Services DBA Services Training Professional Services Investor Presentation 16

17 XML Business Integration Portfolio XML Business Integration XML Integration Solutions E-Government Self-Service Single Customer View Supply Chain Integration XML Integration Packages Information Integrator (EII) Service Integrator (ESB) Enterprise Legacy Integrator Business Process Management XML Product Families Communicator XML Mediator XML Integration Services Business Process Consulting Information Strategy Project Implementation 24x7 Support Education and Training Infrastructure Assessments Investor Presentation 17

18 Sales Implementation/ Go-to-market model 1. Customer First culture 2. Target group: decision makers 3. Sales via consulting services 4. Partners with industry-specific expertise Investor Presentation 18

19 Market potential & competitive position

20 Top 20 Application Development and Deployment Software Vendors Worldwide Application Development and Deployment Software Product Revenue ($M) by Vendor Share for 2002 IBM 7,182 Oracle Corp 5,438 Microsoft Corp 3,275 BEA Systems 753 Compuware Corp. 645 Sybase Inc. 629 Rational 593 BMC Software Inc. 555 Fujitsu Ltd 550 SAS Institute 450 Hitachi, Ltd 390 Computer Associates 356 Mercury Interactive Macromedia Software AG Borland Progress 248 NCR Teradata 223 Hewlett-Packard 213 TIBCO 194 Source: IDC, 2003 Application Development and Deployment Software Categories: Database Management Life-cycle Management Application Construction Deployment Platforms Middleware Other Legend: ETS Market Player Investor Presentation 20

21 Integration Software Vendors Rank Company License+ Maintenance 2003 Revenue (Integration only) Market Share % 1 IBM estimate 2 WebMethods TIBCO SeeBeyond Microsoft estimate 6 Ascential (Mercator, 2002 figures) 7 BEA Software AG IONA Vitria Total market size: $2.5 B Source: SAG All Revenues in USD Investor Presentation 21

22 Integration Software Market (AIMP) $ Bn CAGR : 9.8 % (most likely scenario) Other Integration Broker Suites Message Oriented Middleware Pure Play incl. ESB, EII, BPM Source: Gartner (June 2003) Investor Presentation 22

23 ETS Customer References (selection) Enterprise Transaction Systems Optimize 8:1 savings in staffing costs through Adabas compared to DB2 Natural Windows increased development productivity Direct access to service info improved answer times CPU upgrade avoided by using Adabas Fastpath Extend Total cost of ownership was reduced by extending to web Backoffice integration improved vehicle supply chain Architects saved weeks on building projects with web access Improved customer service with real-time access Manage Server costs cut 50% by transitioning to Linux Application Management Services reduced operational costs Outsourcing Mainframe reduced IT costs Hosting reduced application maintenance costs Investor Presentation 23

24 XMLi Customer References (selection) XML Integration Supply Chain Integration R/3 Supply Chain Optimization Access to host data for passenger traffic planning Pharmacies access central ERP systems over the Extranet Access to travel bookkeeping system for R/3 customer data Integrated Self-Service Investment protection due to the building of a SOA Government services available online Government services via the internet based on a SOA Optimized Services for customers via Web Services Single View of Information Portal for internal service using an Enterprise service bus Web services for partners in trading funds Creation of reusable services for Web & mobile access Optimized contract production using XMLi Investor Presentation 24

25 Roadmap to higher enterprise value Today: Goal: Profitable Growth Strategy Enterprise portfolio Growth Organic/Sales Acquisitions Partnerships Rightsizing Solid Base of Business Investor Presentation 25

26 Growth Organic Expandable customer base with more than 3,000 customers worldwide ETS Modernization: 80% 20% XMLi: Technology Partner/ Acquisition XMLi Portfolio extensions e.g. BPM Security ETS Portfolio extension e.g. Cobol Distribution Partner (XMLi) SIs -Regional strength -Vertical expertise Reseller OEM Investor Presentation 26

27 Promising Outlook 2004 will show profit growth Operating result will increase by approx. 25% from previous years 59.1 mn. Operating margin will increase Strong organic cash flow will continue EPS (including SAP SI sale Q2) expected in the range of Euro Focus 2004 is on stabilizing revenue (net of currency effects) License sales will increase in core business lines and make up for reduction of non strategic business Maintenance will show continued stability Medium term Revenue growth Enterprise value at peer group level Investor Presentation 27

28 Summary: Software AG s Equity Story Solid Business Model Technological leadership Global presence Excellent long-term customer base Focused product and sales strategy Market Potential & Competitive Environment Stable markets with high barriers for entry (ETS) Integration Market with potential for dynamic growth due to innovation (e.g. XML integration) Financial Strength Growing operating results Solid balance sheet Strong, recurrent cash flow Promising Outlook Investor Presentation 28

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