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Corporate Governance Statement Pursuant to the German Commercial Code, Section 315D in Connection with Section 289F

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Corporate Governance Statement Pursuant to the German Commercial Code, Section 315D in Connection with Section 289F Corporate Governance Statement Pursuant to the German Commercial Code, Section 315d in Connection with Section 289f Accountability, transparency, and sustainability are the guiding February 21, 2018, SAP complied with the recommendations of the principles of corporate governance at SAP. We discuss the details in Code as amended on February 7, 2017, with the exceptions specified our Corporate Governance Report, which is prepared in accordance and justified in the annual declaration of conformity issued on with the German Corporate Governance Code (the “Code”), and in October 27, 2017: our Integrated Report. This Statement presents the basic facts of 1. No agreed deductible when taking out directors’ and officers’ corporate governance at the SAP Group as required by the German (D&O) liability insurance for Supervisory Board members Commercial Code, section 315d in connection with section 289f. In deviation from section 3.8 (3) of the Code, we did not provide Declaration Pursuant to the German for any deductible in the D&O liability policies for Supervisory Board Stock Corporation Act, Section 161 members because we did not believe that the motivation and responsibility exhibited by the members of the SAP Supervisory It is a requirement of the German Stock Corporation Act, section Board in fulfilling their tasks could be improved by the introduction of 161, that the Executive Board and Supervisory Board of a European such deductible. The deviation no longer exists because the latest Company (Societas Europaea, SE) listed in Germany issue not less D&O liability insurance policy for Supervisory Board members now frequently than annually a declaration stating the extent to which provides for a deductible. their company has followed and intends in the future to follow the recommendations in the Code. Our Executive Board and Supervisory 2. No cap on severance payments in the event of premature Board published the following declaration of compliance in October termination stipulated in Executive Board appointment 2018. contracts In deviation from section 4.2.3 (4) of the Code, the agreements Declaration by the Executive Board and the reached in our Executive Board contracts did not provide for the cap Supervisory Board of SAP SE pursuant to required under the recommendations in all cases of premature section 161 of the German Stock Corporation Act termination because we did not regard limiting severance payments (Aktiengesetz) on compliance with the German to the extent specified in the recommendation as appropriate in all Corporate Governance Code (the “Code”) the cases set out in section 4.2.3 (4) of the Code and because we did not regard the recommendation in what is, in our opinion, its most Pursuant to section 161 of the German Stock Corporation Act, the important application, namely the mutual termination of Executive Executive Board and the Supervisory Board of SAP SE (SAP) declare Board membership by way of a termination agreement, as practicable. The deviation no longer exists because the Executive as follows: Board contracts have been amended to include a Code-compliant I. No deviations from the recommendations of the cap for severance payments in the event of premature termination of Code Executive Board membership. Since the declaration of conformity was updated on February 21, 2018, SAP has complied with all recommendations set out in the Walldorf, October 2018 German Corporate Governance Code as amended on February 7, 2017 (published in the Federal Gazette (Bundesanzeiger) on April 24, For the Executive Board For the Executive Board 2017) and will continue to comply with them in future. Bill McDermott Luka Mucic For the Supervisory Board II. Deviations from the recommendations of the Hasso Plattner Code still existing prior to February 21, 2018 Between the last annual declaration of conformity issued on October 27, 2017, and the declaration of conformity updated on Relevant Details of Practices in Corporate determine a higher number of members of the Executive Board and Governance That We Apply Beyond the approves the Executive Board’s election of the Chief Executive Officer (CEO). The individual Executive Board members have Requirements of the Law portfolios of responsibilities reflecting the rules of procedure and the The top priority of the Executive Board and the Supervisory Board schedule of portfolios unanimously adopted by the Executive Board in the governance of the Company is to comply with the in accordance with the articles of incorporation. requirements of the law. That applies in the first instance to the way Under the current distribution of responsibilities of the Executive in which the Company is managed. All Executive Board and Board, CEO Bill McDermott is responsible for strategy, governance, Supervisory Board decision and control processes are based on the Digital Government, business development, strategic corporate principles embodied in the Code, which reiterates the legal development, Global Corporate Affairs, global marketing, and the requirements and makes other recommendations that go beyond internal audit service. Pursuant to the Executive Board’s rules of those requirements. The same applies to management activity at all procedure, the CEO represents the Company vis-à-vis third parties, other levels in our Group. The Executive Board introduced the SAP reconciles issues relating to the Executive Board members’ portfolios Code of Business Conduct to bring home to our employees the with the Company’s overall goals and plans, and sets dates and importance of meeting this expectation. The rules set by SAP in the agendas for Executive Board meetings. SAP Code of Business Conduct are binding on the Executive Board and all employees in every country and are the standard for all of our The further members of the Executive Board are: dealings involving customers, partners, competitors, and vendors. Its – Robert Enslin, head of our Cloud Business Group, responsible for rules are observed by members of the Supervisory Board wherever SAP Business Network Segment (including SAP Concur, SAP applicable. Ariba, and SAP Fieldglass), Customer and Experience The binding rules set in the SAP Code of Business Conduct are Management Segment (including Customer Experience and designed to ensure that all employees stay within the law in Qualtrics), Development and Delivery of SAP SuccessFactors (as everything they do for SAP. The rules include, for example, precise part of the Applications, Technology & Services Segment) instructions on complying with competition law and corruption law, – Adaire Fox-Martin, responsible for Global Customer Operations on confidentiality, on conflicts of interest, and on the misuse of inside (EMEA, MEE, and Greater China), including Global Sales, Regional information. International differences in culture, language, and legal Field Organizations, and Line of Business Solutions Sales and social systems precluded the adoption of a uniform code of – Christian Klein, our Chief Operating Officer who is responsible for conduct across the entire SAP Group. Instead, SAP framed Group- our Intelligent Enterprise Group, including global development wide minimum standards in a master code and required each and delivery of SAP’s core applications, Global Business individual company to adopt a similar code of its own. These Operations, IT Services, and Cloud Infrastructure individual codes of conduct must at least reflect the master SAP – Michael Kleinemeier, head of our SAP Digital Business Services code, but they may contain additional rules, and their rules may be organization (together with Bernd Leukert), including Global more stringent. Services Delivery and Regional Field Services The code of conduct for SAP SE, the parent company, is on the – Bernd Leukert, head of our SAP Digital Business Services SAP Web site at https://www.sap.com/corporate- organization (together with Michael Kleinemeier), including en/investors/governance. It reflects the minimum requirements of Global Support Delivery, Global Innovation Services, Global the Group master code. Customer Success Group, Global User Groups, Digital Interconnect, SAP HANA Enterprise Cloud, Application Innovation How the Executive Board and the Services, SAP Innovative Business Solutions, and SAP Secrecy Supervisory Board Work; Who Serves on – Jennifer Morgan, responsible for our Global Customer Operations Which Committees; How the Committees organization (Americas and APJ), including Global Sales, Regional Field Organizations, and Line of Business Solutions Sales Work – Luka Mucic, our Chief Financial Officer, who is responsible for SAP SE has two boards. The Executive Board and Supervisory Global Finance and Administration including Investor Relations, Board cooperate closely for the benefit of the Company. The Data Protection & Privacy, as well as Global Security Executive Board regularly provides to the Supervisory Board full and – Juergen Mueller, our Chief Innovation Officer, who is responsible timely reports on strategy, business planning, profitability and for our Technology & Innovation organization, including performance, deviations of actual business performance from plan, Technology and Innovation Strategy, SAP HANA, the SAP Cloud current risks, risk management, and corporate compliance. The Platform, SAP Leonardo, and SAP Analytics Supervisory Board reports annually on the work it has done, on the – Stefan Ries, our Chief Human Resources Officer responsible for work its committees have done, and on the work it has done in HR
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