INFORMATION CONCERNING TAKEOVERS
REQUIRED BY THE GERMAN COMMERCIAL CODE,
SECTION 315 (4)

As a group parent company using an organized market in the meaning of the German Securities Acquisition and Takeover Act, section 2 (7) for voting shares that we have issued, we are required by the German Commercial Code, section 315 (4) (1-9), to provide various details in our review of group operations. We provide that information, with commentary where appropriate, as follows:

The common stock of SAP AG is €1,267,537,248 and is divided into 1,267,537,248 no-par common shares. The SAP shares are no-par bearer shares. Each share has an attributable value of €1. One common share entitles the bearer to one vote. Our shares are listed as American depositary receipts (ADRs) in the United States. ADRs are deposit certificates of non-U.S. shares that are traded on U.S. stock exchanges instead of the underlying shares. Until December 15, 2006, four SAP ADRs were equivalent to one SAP common share.

On May 9, 2006, the SAP Annual General Meeting of Shareholders approved an increase in capital from corporate resources. Upon entry of this capital increase in the commercial register, the number of SAP shares quadrupled. One SAP ADR is therefore now equivalent to one SAP share.

The SAP shares are not subject to transfer restrictions. We are not aware of any other restrictions affecting voting rights or the transfer of SAP shares.

We held 49,250,676 SAP shares at the close of the year. This treasury stock does not entitle us to any rights, and hence to any voting rights.

Two founding shareholders and Supervisory Board members, Prof. Hasso Plattner and Dr. Klaus Tschira, have direct SAP AG holdings and indirect holdings in SAP AG through companies and trusts under their control, totaling 10.241% and 10.477% respectively. For more details on SAP AG’s ownership structure, see the Notes to Consolidated Financial Statements section, Note 23. We are not aware of any other direct or indirect capital holdings that exceed 10% of the voting rights. Some 5.95% of the SAP AG common stock is held in trust by Deutsche Bank Trust Company Americas to facilitate the trade in ADRs on the New York Stock Exchange.

The SAP Articles of Incorporation do not entitle an SAP shareholder to send members to the Supervisory Board, nor do shareholders have special rights conferring supervisory powers on them in any other respect.

Employee representatives on the Supervisory Board may not exercise the voting rights arising from their SAP shares in votes on formal approval of their acts. Beyond this, there are no voting right restrictions for SAP shares held by employees.

Conditions for the appointment and dismissal of members of the Executive Board and amendment of the Articles of Incorporation reflect the relevant provisions in the German Stock Corporation Act. Under the SAP Articles of Incorporation, the Executive Board consists of at least two members who are appointed for a period of not more than five years by the SAP Supervisory Board in accordance with the German Stock Corporation Act, section 84. The Supervisory Board can appoint a chairperson of the Executive Board and one or more deputy chairpersons from among the members of the Executive Board. The Articles of Incorporation also stipulate that the Supervisory Board can appoint deputy Executive Board members, who have the same rights as the full members regarding the external representation of SAP AG. The Supervisory Board can revoke appointments to the Executive Board in accordance with the German Stock Corporation Act, section 84, if compelling reasons exist, such as gross negligence on the part of the Executive Board member. If the Executive Board is short of a required member, one may be appointed in urgent cases by a court in accordance with the German Stock Corporation Act, section 85.

The Articles of Incorporation are amended by means of a resolution of the Annual General Meeting of Shareholders with a majority of at least three-quarters of the common stock represented in the vote in accordance with the German Stock Corporation Act, sections 179, 133. The Articles of Incorporation do not contain any provisions that conflict with this stipulation.

Under our Articles of Incorporation, the Executive Board is authorized to increase the common stock within the limits of existing authorized capital amounts and subject to Supervisory Board consent. On December 31, 2006, there were five authorized capital amounts totaling €495 million. For more details on the individual authorized capital amounts, see Note 23 in the Notes to Consolidated Financial Statements section.

On May 9, 2006, the Annual General Meeting of Shareholders empowered the Executive Board to acquire, on or before October 31, 2007, shares of SAP with a total attributable value, in relation to the common stock, of not more than €30 million, and after the entry into force of the capital increase from corporate funds resolved at the same meeting, shares of SAP with a total attributable value, in relation to the common stock, of not more than €120 million. The resolution on the capital increase required that the shares to be purchased by virtue of this power, together with any other shares which were previously acquired and are still held by SAP or which are attributable to SAP, must at no time account for more than 10% of SAP’s common stock. Additionally, SAP can buy back shares in certain cases regulated by law. These include, for example, buyback to prevent imminent serious damage to SAP and buyback to offer the shares to employees. For more details, see the German Stock Corporation Act, section 71 (1) (1-5).

We held 49,250,676 SAP shares on December 31, 2006. The Executive Board is entitled to resell or cancel treasury stock. In accordance with the German Stock Corporation Act, section 71 (1) (8), in certain situations the Executive Board is also authorized, with the permission of the Supervisory Board, to alienate treasury stock and to exclude the preemptive rights of the shareholders.

The Executive Board is also authorized to issue convertible bonds and stock options with conversion or subscription rights in respect of shares of SAP with a total attributable value, in relation to the common stock, of not more than €100 million secured by a corresponding amount of contingent capital. Executive Board powers, such as those described, to issue and buy back stock and to grant conversion and subscription rights are widely followed common practice among companies like SAP. They give the Executive Board the flexibility it needs, in particular the option of using SAP shares as consideration in equity investments, raising funds on the financial markets at short notice on favorable terms, and returning value to shareholders during the course of the year. Additionally, there are contingent capital amounts used to satisfy other conversion and subscription rights that were granted as part of stock-based compensation plans or that may be granted not later than April 30, 2007. The approved but unissued contingent capital for these purposes totaled €110,078,708 on December 31, 2006. On December 31, 2006, there were 14,867,572 conversion and subscription rights outstanding that we had issued to beneficiaries of stock-based compensation programs, each of which, after the increase in common stock from corporate funds on December 15, 2006, entitled its holder to four new shares issued under the contingent capital. SAP is, however, entitled to satisfy these rights with treasury stock. Until April 30, 2007, the Executive Board and, to the extent that members of the Executive Board are affected, the Supervisory Board are authorized to issue stock options with subscription rights to SAP AG stock, secured by contingent capital authorized for that purpose, as part of SAP Stock Option Plan 2002, a stock-based compensation plan. Thus up to 8,415,709 additional stock options, each with a subscription right to four shares of SAP AG with an attributable value, in relation to the common stock, of €1, may be issued not later than April 30, 2007.

The Articles of Incorporation do not contain any provisions that grant the Executive Board special powers in a takeover situation.

SAP AG is a contracting party in the following key agreements that are subject to change-of-control provisions in the event of a takeover bid:

• To increase its financial flexibility, in 2004 SAP AG negotiated a syndicated credit facility in the amount of €1 billion with a group of international banks, which has not been utilized to date. The agreement contains a change-of-control clause. This clause obliges SAP AG to notify the banks if it learns that any person or any group of persons acting together has directly or indirectly acquired more than 50% of the voting shares in the meaning of the German Securities Acquisition and Takeover Act. On receiving the notification, the banks have the right to cancel the credit line and demand complete repayment of the outstanding debt if banks that represent at least two-thirds of the credit volume demand termination. Unless a continuation agreement is reached, cancellation of the credit line and the repayment obligation will take effect at a precisely defined time that, as long as SAP AG undertakes certain measures, is no more than 30 days before and no more than 80 days after the date the banks were notified of the change of control. In agreements between SAP AG and various banks for bilateral credit lines that totaled €599 million on December 31, 2006, we agreed the usual standard material adverse change clauses permitting the banks to terminate their agreements should events occur that are seriously detrimental to our economic standing. The possibility cannot be ruled out that a change of control would adversely affect SAP for those purposes. In the past, we have utilized these bilateral credit lines only infrequently for a few days. In SAP AG’s current liquidity situation, termination of these credit lines would not, however, have a substantial effect in the short term.
  
  
• SAP AG has entered into relationships with various companies to jointly develop and market new software products. These joint development and marketing relationships are governed by appropriate agreements with the respective companies. Some of the agreements include a change-of-control clause providing, if control of one party changes hands (for example, if we were taken over by another company), that the agreement cannot be assigned without the consent of the other party or that the other party has the right to terminate the agreement. Most of the agreements were entered into before mid-2006, and the obligations under them have to a great extent already been fulfilled.

Compensation agreements have been concluded with the members of the Executive Board that take effect in the event of a change of control. These agreements, which are encountered with increasing frequency in Germany and elsewhere, are described in the Compensation Report section. There are no similar compensation agreements with employees.