Annual General Meeting 2009

- 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


Friday, May 15, 2009, at 10 a.m. 

Ludwig-Erhard-Haus
Fasanenstraße 85
10623 Berlin


AGENDA (SUMMARISED VERSION) 

1. Presentation of the adopted annual financial statements of Beta Systems Software AG as at December 31, 2008, of the adopted annual financial statements at Group level and of the Combined Management Report on the Group and the Parent Company as per December 31, 2008, 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 summarized report of the Supervisory Board of Beta Systems Software Aktiengesellschaft for the financial year 2008 
   
    
2. Resolution on granting discharge to the Management Board for the financial year 2008 
   
    
3. Resolution on granting discharge to the Supervisory Board for the financial year 2008 
   
    
4. Selection of the independent auditor for the separate financial statements and for the consolidated financial statements for the fiscal year 2009, as well as for the auditing of the condensed financial statements and interim management report of the half-yearly report 2009 in accordance with Section 37w para. 5 in conjunction with Section 37y no. 2 German Securities Trading Act (WpHG) 
   
    
5. Resolution on the authorization of the Management Board for the purchase and use of own (treasury) shares pursuant to Section 71 para. (1) no. 8 of the German Stock Corporation Act (AktG) and for the exclusion of subscription right and right of tender 
   
    
6. Resolution on the creation of New Authorized Capital 2009 with the option of excluding subscription rights and the insertion of a new Article 4 para. (8) into the Articles of Association 
   
    
7. Resolution on amendments to Articles 12 para. 3, 13 para. 2 and 13 para. 3 of the Articles of Association of Beta Systems Software AG owing to possible pending changes in the law in the context of the passing of legislation on shareholders’ rights (Aktionärsrechterichtlinie-Umsetzungsgesetz) 
   
    
8. Resolution for approval on the control and profit transfer agreement between Beta Systems Software AG, Berlin and SI Software Innovation GmbH, Neustadt

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 of Shareholders on Items 5 and 6 of the Agenda, as well as the complete conditions for participation, in the electronic German Federal Gazette of April 6, 2009. The full version of the invitation, including the reports by the Management Board on Items 5 and 6, the complete conditions for participation and the documentation cited under Items 1 and 8 can be obtained free of charge from the paying and registration agent COMMERZBANK AG and from the Company. The aforementioned documentation can also be downloaded from the Company’s website at www.betasystems.com.

Participation terms and conditions
All shareholders who have registered by May 8, 2009 (12.00 midnight at the principal place of business of the Company) under the following address of Beta Systems Software Aktiengesellschaft, c/o Commerzbank AG, ZTB M 3.2.4 - General Meetings/Proxy Voting, 60261 Frankfurt, with the Company and 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 24, 2009 (0.00 a.m. local time at the principal place of business of the Company) are entitled to participate in the Annual General Meeting and to exercise their voting rights. Confirmation of share ownership must be issued in writing in German or English. Shareholders may dispose of their shares freely, even after registering.

Proxies
The exercising of voting rights can also be carried out by a proxy and by a bank or through an association of shareholders. Authorization which may not be granted to a bank, an association of shareholders or the equivalent of a person defined under Section 135 German Stock Corporation Act (AktG), may be granted in writing via (computer) telefax or electronic message (e-mail) in accordance with Article 16 para. 1 Sentence 3 of the Articles of Association. In as much as the authorization of a bank, an association of shareholders or another equivalent person defined under Section 135 German Stock Corporation Act (AktG) is granted, the requirements placed on such authorization shall be subject to Section 135 para. 2 sentence 3 and 4 German Stock Corporation Act (AktG).

If there is any doubt about such authorization, the Company is entitled to request proof which must be furnished in writing. A proxy form has been printed on the reverse of the admission ticket.

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 (computer) telefax or electronic message (e-mail) by using the admission and proxy form 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. If there are no instructions the proxies of the Company shall refrain from voting. The authorization and instructions for the proxies of the Company must have been received at the latest by the end of May 13, 2009 by the proxies under the following address or telefax number: Beta Systems Software Aktiengesellschaft, Regular Annual General Meeting of Shareholders 2009, Investor Relations Department, D-Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881.

Alternatively, authorization and instructions for the proxies of the Company may also be sent by electronic message (e-mail) by, for instance, scanning in the admission and proxy form as a pdf file, for example, and sending it to the following address by the end of May 13, 2009 at the latest: ir@betasystems.com. 

Total number of shares and voting rights
Pursuant to Section § 30 b para. 1 sentence 1 no. 1 German Securities Trading Act (WpHG), we herewith declare that, at the time when the Annual General Meeting of Shareholders was convened, the share capital of the Company came to € 17,275,588.20 divided up into 13,288,914 shares. Each individual share confers one vote. At the time when the Annual General Meeting was convened, the Company held 120,610 treasury shares, which do not confer voting rights. The total number of share carrying participation and voting rights came to 13,168,304 at the time of the convening of the Annual General Meeting of Shareholders.


Berlin, in April 2009
Beta Systems Software Aktiengesellschaft
- The Management Board -