Voting on resolutions at SAP AG Annual General Meeting of Shareholders, Mannheim, Germany, June 8, 2010.
| Item | Shares for which valid votes were cast | For | Against | Abstentions | |
|---|---|---|---|---|---|
| 2 | Resolution on the appropriation of the retained earnings of the fiscal year 2009 – adopted | 693,114,886 (56.50% of capital stock) |
692,998,633 (99.98%) |
116,253 (0.02%) |
4,298,511 |
| 3 | Resolution on the formal approval of the acts of the Executive Board in the fiscal year 2009 – adopted | 692,170,119 (56.43% of capital stock) |
688,475,199 (99.47 %) |
3,694,920 (0.53 %) |
5,231,398 |
| 4 | Resolution on the formal approval of the acts of the Supervisory Board in the fiscal year 2009 – adopted | 566,781,970 (46.21% of capital stock) |
563,075,588 (99.35 %) |
3,706,382 (0.65 %) |
5,230,869 |
| 5 | Resolution on the approval of the system for the remuneration of Executive Board members – adopted | 689,921,293 (56.24% of capital stock) |
672,915,381 (97.54 %) |
17,005,912 (2.46 %) |
7,491,877 |
| 6 | Appointment of the auditors of the financial statements and group financial statements for the fiscal year 2010 – adopted | 687,822,518 (56.07% of capital stock) |
685,715,435 (99.69 %) |
2,107,083 (0.31 %) |
9,590,999 |
| 7 | Resolution on the amendment to Section 4 (1), (6) and (10) of the Articles of Incorporation to reflect changes in the capital structure since the Articles of Incorporation were last amended – adopted | 692,864,188 (56.48% of capital stock) |
692,622,578 (99.97 %) |
241,610 (0.03 %) |
4,549,329 |
| 8a | Resolutions on amendments to the Articles of Incorporation to reflect the requirements of the German Act Implementing the Directive on Shareholders' Rights – Restatement of Section 17 (3) of the Articles of Incorporation – adopted | 692,870,788 (56.48% of capital stock) |
692,380,815 (99.93 %) |
489,973 (0.07 %) |
4,542,359 |
| 8b | Amendments to the Articles of Incorporation to reflect the requirements of the German Act Implementing the Directive on Shareholders' Rights – Restatement of Section 18 (2) of the Articles of Incorporation – adopted | 692,885,237 (56.49% of capital stock) |
692,390,138 (99.93 %) |
495,099 (0.07 %) |
4,528,280 |
| 8c | Amendments to the Articles of Incorporation to reflect the requirements of the German Act Implementing the Directive on Shareholders' Rights – Supplement to Section 18 of the Articles of Incorporation to allow online participation – adopted | 692,899,384 (56.49% of capital stock) |
692,406,363 (99.93 %) |
493,021 (0.07 %) |
4,514,133 |
| 8d | Amendments to the Articles of Incorporation to reflect the requirements of the German Act Implementing the Directive on Shareholders' Rights – Supplement to Section 18 of the Articles of Incorporation to allow postal voting – adopted | 696,862,324 (56.81% of capital stock) |
696,191,487 (99.90 %) |
670,837 (0.10 %) |
551,193 |
| 8e | Amendments to the Articles of Incorporation to reflect the requirements of the German Act Implementing the Directive on Shareholders' Rights – Restatement of Section 19 (2) of the Articles of Incorporation – adopted | 694,925,286 (56.65% of capital stock) |
692,984,462 (99.72 %) |
1,940,824 (0.28 %) |
2,485,048 |
| 8f | Amendments to the Articles of Incorporation to reflect the requirements of the German Act Implementing the Directive on Shareholders' Rights – Restatement of Section 20 (4) of the Articles of Incorporation – adopted | 694,928,174 (56.65% of capital stock) |
694,251,938 (99.90 %) |
676,236 (0.10 %) |
2,483,913 |
| 9a | Resolutions on the renewal of the Authorized Capital facilities, in particular on the deletion of paragraphs (5) and (7) of Section 4 of the current version of the Articles of Incorporation (Authorized Capital I and II) – adopted | 689,529,058 (56.21% of capital stock) |
673,434,155 (97.67 %) |
16,094,903 (2.33 %) |
7,884,459 |
| 9b | Resolutions on the renewal of the Authorized Capital facilities, in particular on the cancellation of the existing Authorized Capital Ia, on the creation of new Authorized Capital I, and on the corresponding amendment to Section 4 of the Articles of Incorporation – adopted | 688,638,693 (56.14% of capital stock) |
667,072,154 (96.87 %) |
21,566,539 (3.13 %) |
8,774,824 |
| 9c | Resolutions on the renewal of the Authorized Capital facilities, in particular on the cancellation of the existing Authorized Capital IIa, on the creation of new Authorized Capital II, and on the corresponding amendment to Section 4 of the Articles of Incorporation – adopted | 688,449,849 (56.12% of capital stock) |
577,018,376 (83.81 %) |
111,431,473 (16.19 %) |
8,963,668 |
| 10 | Resolution on the creation of Authorized Capital III for the purpose of granting shares to employees of the Company and its affiliates against contributions in cash or in kind and on the corresponding amendment to Section 4 of the Articles of Incorporation – adopted | 690,933,009 (56.33% of capital stock) |
682,993,392 (98.85 %) |
7,939,617 (1.15 %) |
6,480,496 |
| 11 | Resolution on the authorization to acquire and use treasury shares pursuant to Section 71 (1) no, 8 of the German Stock Corporation Act (Aktiengesetz; AktG), with possible exclusion of the shareholders' subscription rights and potential rights to offer shares – adopted | 696,433,021 (56.77% of capital stock) |
678,517,904 (97.43 %) |
17,915,117 (2.57 %) |
973,716 |
| 12 | Resolution on a change in the remuneration of the members of the Supervisory Board and on the corresponding amendment to the Articles of Incorporation – adopted | 692,982,042 (56.49% of capital stock) |
657,475,633 (94.88 %) |
35,506,409 (5.12 %) |
4,431,428 |