SAP Announces Timeline for “Bonus” Shares

December 15, 2006 by SAP News

Shareholders will receive three additional new shares for each share they already hold. Stock exchange listing will be amended on December 21, 2006

WALLDORF, Germany

Disclaimer:
Certain information contained in this press release including software license revenue, operating income, income before income tax, net income and earnings per share in the third quarter 2006 as well as operating income, income before income tax and net income in the second quarter 2006 is incorrect and has been superseded by information contained in footnote 2 (on page 23) and footnote 4 (on pages 24-27) of SAP’s press release dated January 24, 2007 announcing SAP’s 2006 preliminary results. The January 24, 2007 press release was furnished to the US Securities and Exchange Commission under cover of Form 6-K on January 25, 2007 – a link is attached here for convenience http://www.sec.gov/Archives/edgar/data/1000184/000132693207000040/f01530exv99w1.htm. Please read those footnotes carefully before reviewing this press release and please disregard any information contained herein insofar as it relates to information that has been superseded (including figures derived from superseded information such as software and product revenue growth, operating margin and operating and net income growth).

The resolution of the May 9, 2006 Annual General Meeting of Shareholders to increase the Company’s subscribed capital from corporate funds (retained earnings and APIC) became effective today when it was entered in the commercial register.

For each share they already hold, SAP AG shareholders will receive three additional shares (“bonus” shares) after the close of stock exchange business on Wednesday, December 20, 2006. The Company’s stock exchange listing will be amended accordingly with effect from December 21, 2006. The measure will increase subscribed capital from the current level of approximately €316.9 million to approximately €1,267 million, and the Company will be issuing some 950 million new shares. The effect will be to quadruple the number of shares outstanding, but each single share will be worth a quarter of the old value.

The new shares resulting from the subscribed capital increase will automatically be credited to shareholders’ share accounts. Shareholders themselves need take no action. The new shares will qualify for dividend with effect from the beginning of fiscal year 2006.

The aim of the measure is to make SAP stock more attractive, especially for individual shareholders.

Information for ADR holders
With the change in share capital, the current ratio between the ADR and the underlying ordinary shares of 4:1, meaning that four SAP ADRs are the equivalent of one SAP ordinary share, will change to 1 ordinary share : 1 ADR. Holders of the SAP ADRs will not receive additional ADRs as a result of the capital increase and no action needs to be taken by ADR holders.

About SAP
SAP is the world’s leading provider of business software*. Today, more than 36,200 customers in more than 120 countries run SAP® applications—from distinct solutions addressing the needs of small and midsize enterprises to suite offerings for global organizations. Powered by the SAP NetWeaver® platform to drive innovation and enable business change, SAP software helps enterprises of all sizes around the world improve customer relationships, enhance partner collaboration and create efficiencies across their supply chains and business operations. SAP solution portfolios support the unique business processes of more than 25 industries, including high tech, retail, financial services, healthcare and the public sector. With subsidiaries in more than 50 countries, the company is listed on several exchanges, including the Frankfurt stock exchange and NYSE under the symbol “SAP.” (Additional information at <http://www.sap.com>)

(*) SAP defines business software as comprising enterprise resource planning and related applications such as supply chain management, customer relationship management, product life-cycle management and supplier relationship management.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (“SEC”), including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

Copyright © 2006 SAP AG. All rights reserved.
SAP, R/3, mySAP, mySAP.com, xApps, xApp, SAP NetWeaver and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP AG in Germany and in several other countries all over the world. All other product and service names mentioned are the trademarks of their respective companies. Data contained in this document serve informational purposes only. National product specifications may vary.

For more information, press only:
Herbert Heitmann, +49 (6227) 7-61137, herbert.heitmann@sap.com, CET
Frank Hartmann, +49 (6227) 7-42548, f.hartmann@sap.com, CET
Steve Bauer +1 610 661-3951, steve.bauer@sap.com, EDT

For more information, financial community only:
Stefan Gruber, +49 (6227) 7-44872, investor@sap.com, CET
Martin Cohen, +1 (212) 653-9619, investor@sap.com, EST

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