Voluntary Public Offer by SAP AG to the shareholders of SAP Systems Integration AG ("SAP SI AG")

General Notice

The offer of SAP AG to the shareholders of SAP Systems Integration AG (hereinafter also referred to as "SAP SI AG") to purchase all of the no-par bearer shares of SAP SI AG, which is published on the following pages (hereinafter also referred to as the "Offer"), will be implemented as a public purchase offer in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz; hereinafter referred to as "WpÜG") and the regulations under the WpÜG, in particular the WpÜG Regulation on Offers (WpÜG-Angebotsverordnung; hereinafter referred to as "WpÜG-AngVO"). The Offer will also be implemented in the United States of America (hereinafter referred to as the "USA"). However, apart from very limited exceptions, the Offer does not fall within the scope of application of the US Securities Exchange Act of 1934 and the implementing regulations thereunder.

The Offer Document and its publication are exclusively subject to the approval under German law by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht- BaFin) being the competent authority in Germany. Therefore, no registrations, permissions or approvals for the Offer Document and/or the Offer have been applied or arranged for outside Germany.

Notwithstanding the fact that the mandatory publication of this Offer Document by posting on the Internet as required pursuant to Section 14 (3) sentence 1 WpÜG allows worldwide access, the Offer Document must not be sent to, or published in, countries where this would be unlawful. Shareholders whose place of residence, registered office or habitual place of abode is not Germany should take into account that, except in the USA, the Offer Document is not being published, distributed or disseminated in accordance with the applicable laws and regulations in their country and in particular that the Offer Document is not used for a public promotion of the Offer in accordance with the applicable laws and regulations in their country and that, outside Germany and the USA, the Offer Document is not a public offer pursuant to the laws of their country. SAP AG has not authorised any third party to publish or disseminate the Offer Document in order to promote it outside Germany and the USA.

Sending, distributing or disseminating this Offer Document, accepting the Offer and transferring shares of SAP SI AG may be subject to legal restrictions outside Germany and the USA. Shareholders of SAP SI AG who wish to accept the Offer and who are subject to laws other than those of Germany and the USA are asked to obtain information about any restrictions applicable outside Germany and the USA and to observe such restrictions. SAP AG does not warrant that sending, distributing or disseminating this Offer Document, accepting the Offer or transferring the shares of SAP SI AG outside Germany and the USA is in compliance with the applicable laws and regulations. SAP AG assumes no responsibility for the violation of applicable 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 No. 1 of the Offer Document. Shareholders of SAP SI AG whose domicile, principal place of business, or customary place of abode is in the United States should also note the Notice to U.S. Shareholders at the head of the English translation of the Offer Document.

A non-binding English translation of the Offer Document is published on the following pages alongside the original German Offer Document. The English translation has not been reviewed or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht- 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 SAP Investor Relations.

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