Borland Confirms it Will Recommend Declassification of its Board of Directors at its Next Annual Meeting

SCOTTS VALLEY, Calif.--(BUSINESS WIRE)--Aug. 9, 2004--Borland Software Corporation (Nasdaq:BORL) today confirmed that at next year's annual meeting of stockholders, it will present for approval and recommend that stockholders vote for a Board-sponsored proposal to amend Borland's Restated Certificate of Incorporation in order to declassify the Borland's Board of Directors.

As discussed in Borland's proxy statement distributed to stockholders in connection with its 2004 annual meeting, the Board did not oppose a stockholder proposal presented at that meeting which requested Board declassification, and the Board made no voting recommendation to stockholders. The 2004 proxy statement stated, "The board will abide by the vote of stockholders on the declassification proposal. If stockholders approve the proposal at this year's annual meeting, the board will present for a vote of stockholders at next year's annual meeting an amendment to the Restated Certificate of Incorporation that, if approved, would eliminate the classified board." On May 14, 2004, the date of the 2004 annual meeting, Borland(R) announced that the declassification proposal had been approved by a substantial margin.

Borland today filed its Form 10-Q for the quarter ended June 30, 2004, which includes information concerning the votes taken at Borland's 2004 annual meeting. Based on the certified voting results as shown in the Form 10-Q filing, the holders of approximately 66 percent of all outstanding shares, or 91 percent of the shares present and voting on the proposal, voted to recommend that the Board be declassified. In accordance with applicable law, approval of the holders of a majority of all outstanding shares will be necessary to amend the Restated Certificate of Incorporation to declassify the Board when the amendment is voted on next year.

About Borland

Borland Software Corporation is a world leader in platform independent software development and deployment solutions designed to accelerate the entire application development lifecycle. By connecting managers, testers, designers, developers, and implementers in real time, Borland enables enterprises worldwide to define and sustain their competitive advantage. For more information, visit: http://www.borland.com or for the Borland Developer Network, please visit http://bdn.borland.com. All Borland brands and products are trademarks or registered trademarks of Borland Software Corp. in the United States and other countries. All other marks are the property of their respective owners.