SAP Supervisory Board Approves Agenda for 2018 Annual General Meeting of Shareholders with Planned Say-on-Pay Vote and Election of New Shareholders’ Representatives

Press Release

WALLDORF, Germany – The Supervisory Board and Executive Board of SAP SE (NYSE: SAP) have approved the agenda of the 2018 Annual General Meeting of Shareholders (AGM) on May 17, 2018 in Mannheim, Germany.

The SAP Supervisory Board and Executive Board have decided to put existing executive compensation to vote (Say-on-Pay decision). Over the past year the company has fundamentally revised the Compensation Report to increase transparency and improve readability. In addition, the Company made amendments to the executive compensation. In particular, from the year 2018 the short-term variable remuneration no longer includes a discretionary component, and the maximum target threshold was lowered. Furthermore, claw back provisions and severance caps were introduced in compliance with the German Corporate Governance Code. All changes are described in the Compensation Report, which was published as part of the SAP Integrated Report on February 28, 2018.

As part of the agenda, the SAP Supervisory Board decided to put three candidates for election to the Board.

SAP Supervisory Board member Aicha Evans, who was appointed by Mannheim District Court in June 2017, will stand for election.

Further, the SAP Supervisory Board recommends Dr. Friederike Rotsch, Group General Counsel of Merck KGaA, and Mr. Gerhard Oswald, former Executive Board member, SAP, be elected to the Supervisory Board. The elections of these candidates would replace current SAP Supervisory Board members, Prof. Wilhelm Haarmann and Prof. Anja Feldmann, who have decided to resign from the Board. Prof. Wilhelm Haarmann’s resignation is effective upon the close of this year’s Annual General Meeting of Shareholders. Prof. Anja Feldmann’s resignation is effective December 31, 2018. Mr. Gerhard Oswald is planned to succeed Prof. Anja Feldmann from January 1, 2019, with effect after the expiration of the statuatory two-year cooling-off period for prior Executive Board members, pending confirmation by the Annual General Meeting.

“With Prof. Wilhelm Haarmann and Prof. Anja Feldmann two very experienced and distinguished experts will leave the SAP Supervisory Board.” said Prof. Hasso Plattner, Chairman of the SAP Supervisory Board. “I firmly believe that we have found an excellent successor of Prof. Haarmann with Dr. Friederike Rotsch. In particular I am honored that Mr. Gerhard Oswald is willing to stand as a candidate for the Board for the time after expiration of the two-year cooling-off period. As a former SAP Executive Board member with a long history of experience at SAP, he has an unmatched depth of knowledge about the company. His knowledge of SAP, our customers, and our markets will be a great asset to the Supervisory Board.”

Details on the candidates for election to the SAP Supervisory Board will be published in early April together with the invitation to this year’s Annual General Meeting.

About SAP
As market leader in enterprise application software, SAP (NYSE: SAP) helps companies of all sizes and industries run better. From back office to boardroom, warehouse to storefront, desktop to mobile device – SAP empowers people and organizations to work together more efficiently and use business insight more effectively to stay ahead of the competition. SAP applications and services enable more than 378,000 business and public sector customers to operate profitably, adapt continuously, and grow sustainably. For more information, visit www.sap.com.

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