Extraordinary 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

Wednesday, December 16, 2009 at 10 a.m.
(local time at the Company’s principal place of business),

in Ludwig Erhard Haus, Fasanenstraße 85, 10623 Berlin.

Agenda (summarized version)

1. Approval of the draft for the spin-off and takeover agreement between Beta Systems Software Aktiengesellschaft as the assigning legal entity and ECM Solutions GmbH as the absorbing legal entity
   
   
2. Resolution on the creation of New Authorized Capital 2009/I, with the option of excluding subscription rights and the insertion of a new Article 4 (8) into the Articles of Association

We have published the full Agenda with the proposals of the Administration to put forward for resolution, the draft of the spin-off and takeover agreement between Beta Systems Software AG and ECM Solutions GmbH re TOP 1, the report of the Management Board to the General Meeting of Shareholders on TOP 2, the full version of the Conditions for Participation and the rights of shareholders in the electronic German Federal Gazette of November 6, 2009. The full text of the invitation, documentation on TOP 1, the report of the Management Board on TOP 2, the full version of the Conditions for Participation and the rights of the shareholders can be obtained free of charge from Commerzbank AG as the paying and registration agent and from the Company. The aforementioned documents can also be downloaded from the Company’s website under www.betasystems.com.

Prerequisites for participation in the General Meeting of Shareholders and for the exercising of voting rights
Only shareholders who, on presentation of evidence regarding their share ownership, have registered under the address below in text form (Section 126b German Civil Code (BGB)) in German or English at least six days prior to the date of the General Meeting of Shareholders (pursuant to Section 123 (2) sentence 4, (3) sentence 5 of the German Stock Corporation Act (AktG), the date of receipt does not count towards the deadline), namely by December 9, 2009, 12 midnight, at the latest (local time at the Company’s principal place of business) are entitled to participate in the General Meeting of Shareholders and to exercise the voting rights: Beta Systems Software Aktiengesellschaft, c/o Commerzbank AG, GS-MO 2.5.1 AGM, 60261 Frankfurt am Main, Fax: +49 (0)69 / 136 – 26351, e-mail: ztbm-hv-eintrittskarten@commerzbank.com. Proof of ownership required for due and proper registration is to be furnished by way of confirmation from the custodian bank in text form (Section 126b German Civil Code (BGB)) in German or English. Proof must refer to the start of the 21st day prior to the General Meeting of Shareholders, i.e. November 25, 2009, 12 midnight (local time at the Company’s principal place of business; Record Date), and have been received by the Company under the aforementioned address by December 9, 2009, 12 midnight (local time at the Company’s principal place of business). In relation to the Company, only persons who have provided proof are eligible to participate in the Meeting of Shareholders and exercise their voting rights as shareholders; in particular, disposals after the Record Date are of no significance for the legal right to participate and the voting right of the seller.

Procedure for casting votes by a proxy in the General Meeting of Shareholders
Shareholders who do not wish to participate in the General Meeting of Shareholders themselves can also exercise their voting rights in the Meeting by way of proxy, for instance a bank, an association of shareholders or by any other third party. In this case as well, registration by the shareholder or by the proxy must have been duly made. If the shareholder appoints more than one person as a proxy, the Company shall be entitled to reject one or several of these persons. In as much as powers of attorney are not granted to a bank, an association of shareholders or a person or institution of the same standing as one of these pursuant to Section 135 German Stock Corporation Act (AktG), they can be granted in text form (Section 126b German Civil Code (BGB)) by way of declaration made to a proxy or to the Company. In the case of authorizing a bank, an association of shareholders or a person or institution of the same standing as of one of these pursuant to Section 135 German Stock Corporation Act (AktG), special circumstances may prevail; in such a case, shareholders are requested to consult the person or entity to whom proxy is to be granted in good time as to the form of the power of attorney which they may require. Shareholders will receive a proxy statement, together with their entrance ticket, which can be used by authorized representatives when votes are cast.  Furthermore, shareholders will be sent a proxy statement upon request and can also download it from the Company’s website under www.betasystems.com. The following contact details can be used, especially also for electronic transmission in particular, for the purpose of granting proxy vis-à-vis the Company and for rescinding it, as well as for the transmission of the proof of appointing a proxy and the rescinding thereof: Beta Systems Software Aktiengesellschaft, Extraordinary General Meeting of Shareholders 2009, Investor Relations Department, Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881, by e-mail to: ir@betasystems.com. As a special service, we offer our shareholders the option of being represented at the General Meeting by a proxy appointed by the Company. A proxy appointed by the Company may only vote in accordance with the instructions issued by a shareholder on the respective Agenda item; if these instructions are not explicit, a proxy appointed by the Company must abstain from voting on the respective Agenda item. The granting of proxy, its rescission and the proof of authorization for the Company must take the text form (Section 126b German Civil Code (BGB)). The form, which will be sent to the shareholders, together with the entrance ticket, can be used for the purpose of granting authorization. This form can also be transmitted electronically (e-mail), for instance by sending the entrance ticket and proxy statement/instructions form as a scanned-in file, in pdf format for example, per e-mail to the address cited below. For organizational reasons, the statement of proxy and instructions to the proxy of the Company must have been received by the proxies of the Company by the end of December 14, 2009 at the latest under the following address, telefax number, or e-mail address: Beta Systems Software Aktiengesellschaft, Extraordinary Meeting of Shareholders 2009, Investor Relations Department, Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881, by e-mail to: ir@betasystems.com. Giving the proxy statement to the proxies during the General Meeting of Shareholders is also possible.

Rights of the Shareholders:
Adding to the Agenda, Counter Motions
Shareholders whose sum total of shares come to a twentieth part of the capital stock at minimum or a proportionate amount of EUR 500,000, can have items put on the Agenda and made known (Section 122 (2) German Stock Corporation Act (AktG)). Each new item must be substantiated or accompanied by a proposal for resolution. The request is to be directed to the Management Board in writing and must have been received by the Company at least 30 days before the General Meeting of Shareholders (pursuant to Section 122 (2) sentence 3 German Stock Corporation (AktG) the date of receipt does not count towards this deadline), which is November 15, 2009, 12 midnight at the latest (local time at the Company’s principal place of business) under the following address: Beta Systems Software Aktiengesellschaft, Extraordinary Meeting of Shareholders 2009, Management Board, Alt-Moabit 90d, D-10559 Berlin. The applicant shareholders must credibly substantiate that they have been the owners of the shares for at least three months prior to date when the request is received and that they will hold the shares up until such time as a decision is made on the request. Shareholders can also remit counter motions to the Company against a proposal made by the Management Board and the Supervisory Board on a specific Agenda item. Such applications are to be sent to the address below, indicating the name of the shareholder and stating the reasons: Beta Systems Software Aktiengesellschaft, Extraordinary Meeting of Shareholders 2009, Investor Relations Department, Alt-Moabit 90d, D-10559 Berlin, telefax: +49 (0)30/726 118 881, by e-mail to: ir@betasystems.com. Due and proper counter motions, received at least 14 days before the General Meeting of Shareholders (pursuant to Section 126 (1) sentence 2 German Stock Corporation (AktG) the date of receipt does not count towards the deadline), which is December 1, 2009, 12 midnight at the latest (local time at Company’s principal place of business), under the aforementioned address and any statement by the Administration will be made available to the shareholders on the Company’s website under www.betasystems.com (Section 126 (1) German Stock Corporation Act (AktG)).

Right to Information
At the General Meeting of Shareholders, each and every shareholder can request information from the Management Board on matters affecting the company provided that such information is necessary for the objective assessment of the Agenda (Section 131 (1) German Stock Corporation Act (AktG)). The obligation to provide information also applies to the legal and business relationships of the company with an affiliated company. More detailed explanations on the rights of the shareholders pursuant to Sections 122 (2), 126 (1) and 131 (1) German Stock Corporation Act (AktG) can be accessed on the Company’s website under www.betasystems.com.

Total Number of Shares and Voting Rights
Pursuant to Section 30 b (1) sentence 1 item 1 German Securities Trading Act (WpHG), we herewith declare that, at the time when the General Meeting of Shareholders was convened, the Company’s ordinary share capital came to EUR 17,275,588.20 divided into 13,288,914 shares. Each share confers the right to one vote. At the time when the General Meeting of Shareholders was convened, the Company held 120,610 treasury shares, which do not confer rights. The total number of shares conferring participation and voting rights came to 13,168,304 at the time when the General Meeting of Shareholders was convened.

Website of the Company where information pursuant to Section 124a German Stock Corporation Act (AktG) can be accessed
The following information will be made available on the Company’s website under http://www.betasystems.com shortly after the convocation: 1. The content of this convocation; 2. Explanation if a resolution is not to be passed on a specific item on the Agenda; 3. Documentation to be made available for the Meeting; 4. The total number of shares and voting rights at the time of convocation. A request by shareholders within the meaning of Section 122 (2) German Stock Corporation Act (AktG) received by the Company after the General Meeting of Shareholders has been convened will be made available without delay upon receipt by the Company also through the same medium of posting it on the Company’s website under http://www.betasystems.com.


Berlin, November 2009

Beta Systems Software Aktiengesellschaft
The Management Board