2004 COMPLIANCE DECLARATION

Due to changes in the German Corporate Governance Code, SAP deviated from Code recommendations in two additional points in comparison to the compliance declaration submitted in 2003. In March 2004, the Company updated its compliance declaration accordingly:

• Variable compensation for Executive Board members must also be based on their individual performance.

Variable compensation for Executive Board members is not based on the achievement of individualized targets. The areas of responsibility of individual Executive Board members are interrelated in such a way as to prevent or hinder the definition of corporate targets for their individual areas of responsibility. SAP prefers to encourage the collective responsibility of the Executive Board, seeing this as a significant factor in SAP’s success.

• Details of compensation for individual Executive Board members must be given in the Notes to the Consolidated Financial Statements.

In 2005, SAP publishes – for the first time – the fixed and variable elements of compensation for individual Executive Board members in a seperate compensation report. Therefore, SAP no longer deviates from the German Corporate Governance Code with regard to this point. The compensation report is part of this annual report and will be available from SAP’s Web site at www.sap.com/corpgovernance.

IMPLEMENTATION OF THE SARBANES-OXLEY ACT

SAP shares are listed on the NYSE as American Depositary Receipts, which means the Company is bound by U.S. financial market legislation as well as the German Stock Corporation Act. In mid-2002, the United States introduced the Sarbanes-Oxley Act in response to crises affecting a number of U.S. companies. The Act is designed to protect investors and shore up their confidence in the integrity of the financial markets with new corporate governance and reporting requirements on listed companies. SAP responded promptly and implemented the various requirements. The Company took the following measures to implement the requirements that the Sarbanes-Oxley Act places on foreign companies listed on the NYSE:

• Introduction of internal certification and confirmation of adequate procedures to substantiate the certification from the CEO and CFO
• Expansion of the documentation and regular evaluation of the effectiveness of the internal control system
• Establishment of a disclosure committee
• Introduction of processes to control the performance of audit and non-audit services by the external auditor
• Inclusion of explanations of pro-forma figures in SAP’s external reports
• Creation of a whistleblower process
• Implementation of a Code of Business Conduct for employees and the Executive Board