ADR Details

In the United States, SAP shares are listed on the New York Stock Exchange (NYSE) in the form of American depositary receipts (ADRs). They have been traded there since August 3, 1998.

An ADR is a receipt representing ordinary or common shares of a non-U.S. company. ADRs are priced in U.S. dollars and traded on U.S. exchanges, allowing investors to buy and sell shares of non-U.S. companies in exactly the same way as they purchase or sell shares of U.S. companies.

You can purchase or sell SAP ADRs like any other traded stocks, through your broker. SAP ADRs can also be traded through the DB-Direct Investor Services Program of Deutsche Bank, which acts as the SAP depositary bank for ADRs. DB-Direct is a direct-share purchase and dividend-reinvestment plan for depositary receipt investors. The plan allows the purchasing and selling of depositary receipts at reduced cost, without the need to engage a broker.

DB-Direct is not an offer by SAP to sell or a solicitation by SAP to purchase SAP ADRs but is solely sponsored and administered by Deutsche Bank. For more information, access the Deutsche Bank ADR Web site and click on the "DB-Direct" icon or call +1-877-484-5046 (toll-free).

Deutsche Bank provides the following services for U.S. ADR holders:

• Records and maintains the register of ADR holders
• Acts as transfer agent
• Distributes dividends in U.S. dollars
• Facilitates the proxy voting process and exercises the voting rights on behalf of ADR holders
• Distributes company annual reports, circulars, and annual general meeting documents

SAP pays cash dividends once a year in euro, so exchange-rate fluctuations will affect the U.S. dollar amounts received by holders of ADRs on the conversion into U.S. dollars of cash dividends paid in euro on the ordinary shares represented by the ADRs. The final dividend payment by SAP to the depositary bank usually occurs on the third business day after the Annual General Meeting. The depositary bank then converted the dividend payment from euros into U.S. dollars as promptly as practicable.

The following table shows the SAP Dividend Payment History.

When SAP pays a dividend to ordinary shareholders and ADR shareholders, certain tax implications apply. The SAP dividend is subject to a German withholding tax of 26.375% of the gross amount. Under terms of the Convention for the Avoidance of Double Taxation Agreement between the United States and Germany, eligible ADR holders may reclaim 11.375%, thereby reducing their withholding tax to 15%.

ADR holders eligible for the refund must be residents of the United States in accordance with the aforementioned Convention. Contact your broker or tax adviser for more information and any applicable U.S. tax forms.

*A sponsored Level II ADR must comply with the SEC's full registration and reporting requirements. In addition to filing an F-6 registration statement, the issuer is also required to file SEC Form 20-F and comply with the SEC's other disclosure rules, including submission of its annual report, which must be prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS).