Conversion of Legal Form to European Company (SE) Approved; SAP Shareholders Elect Jim Hagemann Snabe to Supervisory Board of SAP SE

Press Release

MANNHEIM — The Annual General Meeting of Shareholders of SAP AG today approved all management proposals for the agenda items.

With more than 99 percent of the votes, the shareholders approved the conversion of legal form to a European stock corporation (Societas Europaea, SE) and at the same time, elected the first Supervisory Board of SAP SE. The conversion of the company’s legal form will take place upon entry in the commercial register, which is expected in July 2014. With this step, SAP is underscoring the company’s international nature, which can now be reflected better than before in the composition of the employee representatives to the Supervisory Board, as well.

With effect from the closing of today’s annual general meeting, Jim Hagemann Snabe resigned from his position as Co-CEO of SAP AG and has been elected to the Supervisory Board of SAP SE. The shareholders approved this step with 71 percent the votes cast. This proposal had been supported by more than 25 percent of shareholders previously, with the result that the general two-year cooling-off period before a member of an executive board can be appointed to its supervisory board stipulated in the German Stock Corporation Act did not apply. The remaining eight shareholder representatives were also re-elected to their seats for SAP SE: Prof. Dr. h.c. mult. Hasso Plattner, Pekka Ala-Pietlä, Prof. Anja Feldmann, Ph.D., Prof. Dr. Wilhelm Haarmann, Bernard Liautaud, Dr. h.c. Hartmut Mehdorn, Dr. Eberhard Schipporeit, and Prof. Dr.-Ing. Dr. Ing. E.h. Klaus Wucherer.

The Supervisory Board of SAP SE consists of 18 members, half of which will be comprised of employee representatives. They are Christiane Kuntz-Mayr, Dr. Kurt Reiner, Lars Lamadé, Margret Klein-Magar, Mario Rosa-Bian, Panagiotis Bissiritsas, Stefan Schulz, Catherine Bordelon (France), and Steffen Leskovar (Slovenia). This conversion of legal form is not associated with any other measures, implemented or planned, that will affect the situation of the employees. The employment contracts of the SAP employees and the rights of the shareholders will remain unchanged by the conversion.

The shareholders also approved management’s proposed dividend. Under this proposal, SAP shareholders will receive a dividend of EUR 1.00 per share for the 2013 fiscal year. Total dividend distribution to shareholders will amount to around EUR 1.19 billion for the fiscal year. The dividend corresponds to a pay-out ratio of 36 percent. The dividend is slated for payment on or after May 22, 2014.

The shareholders approved the actions by the Executive and Supervisory Boards for the 2013 fiscal year.

For more information, financial community:
Stefan Gruber, +49 (6227) 7-44872, investor@sap.com, CET

For more information, press:
Christoph Liedtke, +49 6227 7-50383, christoph.liedtke@sap.com, CET
Daniel Reinhardt, +49 6227 7-40201, daniel.reinhardt@sap.com, CET

Photo: © SAP AG / Wolfram Scheible