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FINANCIAL STATEMENTS AND REVIEW OF OPERATIONS
SAP’s Annual General Shareholders’ Meeting on May 9, 2003,
elected KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, Berlin und Frankfurt
a. M., as the Company’s independent public accountant.
Immediately after the meeting ended, the chairperson of
the Supervisory Board instructed KPMG Deutsche Treuhand-
Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,
Berlin und Frankfurt a. M., in writing to audit the
accounts.
The auditor thoroughly examined the
SAP AG financial statements and the combined review of SAP
Group and SAP AG operations, including the accounts, and
issued an unqualified audit opinion.
It also audited the consolidated financial
statements, which are posted in euros in accordance with
U.S. GAAP, and the Group review of operations and other
financial information required under the German Commercial
Code, section 292a. Pursuant to the German Commercial
Code, section 292a, the auditor certified that the consolidated
financial statements and Group review of operations,
prepared in accordance with U.S. GAAP, qualify SAP for
exemption from preparing consolidated financial statements
in accordance with German law.
The auditor also certified that the Executive
Board has established a risk management system meeting
the requirements of the German Stock Corporation Act, section
91 (2).
The auditor confirmed that it has no relationships
with SAP AG that could cast doubt on the auditor’s
independence.
The SAP AG and consolidated financial
statements, including the combined review of SAP Group and
SAP AG operations, and the audit reports were sent to the
members of the Supervisory Board in good time.
All of these documents related to the annual
financial statements and the audit reports were discussed
in detail at the meeting of the Audit Committee on March 16,
2004 and at the audit meeting of the full Supervisory Board
on March 17, 2004. SAP’s auditor attended both meetings
to explain how it had conducted the audit and to report the
principal results and additional information.
The Supervisory Board approved the audit
results. The final result of the audit by the Supervisory Board
corresponds to that of the auditor. There are no challenges
to the presented financial statements.
At its audit meeting, the Supervisory Board
approved the consolidated financial statements, the SAP AG
financial statements, and the combined review of SAP Group
and SAP AG operations prepared by the Executive Board and
audited by the auditor. The financial statements and review
of operations were thus formally adopted.
The Supervisory Board has checked the
Executive Board’s proposal to appropriate retained earnings
for a dividend of €0.80 per entitled no-par common share in
2003 and endorses this proposal to the Annual General
Shareholders’ Meeting.
The vote-pooling agreement between SAP
founder-shareholders Dietmar Hopp, Hasso Plattner, and
Klaus Tschira and their holding companies, some of which are
non-profit organizations, was terminated in 2002 without
replacement. The agreement provided that the votes associated
with the pooled shares were cast together at the Annual General Shareholders’ Meeting and included certain restrictions
on the sale of those shares and purchase option rights.
In view of the termination of the vote-pooling agreement, the
Executive Board and Supervisory Board gave notice terminating
SAP AG’s July 1999 agreement with the Schutzgemeinschaft
der Kleinaktionäre e.V. (SdK, an association that represents
small shareholders), effective December 31, 2003. The
agreement concerned the relations between the Company,
the voting pool established by SAP’s founder-shareholders, the
members of the voting pool, and these members’ companies.
The Executive Board produced a report concerning the relations
between the Company, the voting pool established by
SAP’s founder-shareholders, the members of the voting pool,
and these members’ companies for the last time in 2003.
The Executive Board also voluntarily produced
reports about the legal relations between the Company,
Dietmar Hopp, Hasso Plattner, and Klaus Tschira, and the
companies in which they have a controlling interest.
The Supervisory Board accepted and noted all
of these reports.
Over the past year, SAP has outperformed the
market. Its strategy, which the Supervisory Board supports,
means SAP is well positioned in the market to accomplish its
future tasks.
The Supervisory Board wishes to thank the
members of the Executive Board and all of the employees in
the SAP Group for their commitment and hard work.
Prof. Dr. h.c. Hasso Plattner
for the Supervisory Board
Walldorf, March 17, 2004
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