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Voluntary Public Offer by SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung ("SAP AG") to the outside shareholders of SAP Systems Integration AG ("SAP SI AG")

General Notice

SAP AG's voluntary public offer to buy all of the bearer shares of SAP SI AG, which is published on the following pages, will be implemented in compliance only with the German Securities and Takeover Act (WpÜG) and pursuant to the regulations made under the WpÜG, notably the WpÜG Offers Regulations.

Notwithstanding the fact that publication of this Offer Document on the Internet as required by the WpÜG, section 14 (3) sentence 1, facilitates worldwide access, the Offer Document must not be sent to or published in countries where this would be unlawful. Shareholders whose domicile, principal place of business, or customary place of abode is not in Germany should note that, except in the United States, the Offer Document is not being published, distributed, or disseminated in accordance with the applicable laws in their country, that SAP AG is not making any public acquisition offer outside Germany with the Offer Document, and that outside Germany the Offer Document is not a public offer pursuant to the law of their country. SAP AG has not authorized any third party to publish or disseminate the Offer Document or to promote it outside of Germany.

The Offer Document and its publication are subject solely to the approval of the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin) in accordance with German law. No registrations, permissions, or approvals for the Offer or the Offer Document are being applied for directly or indirectly outside of Germany.

Sending, distributing, or disseminating this Offer Document, accepting the Offer, or transferring shares of SAP SI AG may be subject to legal restrictions outside of Germany. Shareholders of SAP SI AG who wish to accept the Offer and who are subject to laws other than those of Germany are asked to find out about any applicable restrictions outside of Germany and to adhere to them. SAP AG does not warrant that sending, distributing, or disseminating this Offer Document, accepting the Offer, or transferring shares of SAP SI AG outside of Germany complies with the applicable laws and regulations outside of Germany. SAP AG assumes no responsibility for the disregard of non-German legal provisions by third parties. Shareholders of SAP SI AG whose domicile, principal place of business, or customary place of abode is outside of Germany should note the General Notices in section 1 of the Offer Document.

The voluntary public offer contained in the Offer Document will be implemented in the United States under the exemption granted to issuers of foreign securities by Rule 14 d-1 under the Securities Exchange Act of 1934. Shareholders of SAP SI AG whose domicile, principal place of business, or customary place of abode is in the United States should read the Notice to U.S. Shareholders at the head of the English translation of the Offer Document.

A non-authoritative English translation of the Offer Document is published on the following pages alongside the original German Offer Document. The English translation has not been vetted or approved by BaFin. Only the German Offer Document is binding.

I herewith confirm that I have read the above notice.

I Agree

Want to learn more? Contact the SAP sales office nearest you.

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