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Convertible bonds · Company statute Hrb25 Jun 2010 German Trade Register Announcements, Germany (23/06/2010)
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SAP AG,
Walldorf, Dietmar-Hopp-Allee 16, 69190 Walldorf
. The Annual General Meeting of June 8, 2010 approved the amendment of the Articles of Association in Sections 4 (1) (share capital), Section 4 (6) (Conditional Capital IIIa) and Section 4 (10) (Conditional Capital VI). The Annual General Meeting of June 8, In 2010, the amendment of the Articles of Association in Section 17 (3) (convening of the Annual General Meeting), Section 18 (2) (right to participate in the Annual General Meeting) as well as the addition of paragraphs 5 and 6 to paragraphs 18, the amendment of Section 19 (2) and Section 20 (Chairman of the General Meeting, transmission of images and sound) and Section 16 (2) to 4 (remuneration of the Supervisory Board) have been approved. The Annual General Meeting of June 8, 2010 then decided to delete Section 4 (5) (Authorised Capital I) and Section 4 (Authorized Capital II) and Section 4 (5a) (Repeal of Authorized Capital Ia) and to insert a new Section 4 (5) (Authorised Capital I). By further decision, it was decided to delete Section 4 (7a) (Cancellation of Authorized Capital IIa) and to insert a new Section 4 (7) (Authorised Capital II). Subsequently, a new paragraph 11 (Authorised Capital III) was supplemented by a further decision, Paragraph 4 (share capital and shares). Conditional capital IIIa in accordance with the resolution of the Annual General Meeting of June 8, 2010: Conditional capital III a in accordance with the Annual General Meeting of January 18, 2000 with various amending and adjustment resolutions (Section 4 (6) of the Articles of Association): The share capital is increased by a further EUR 35,456,908 by issuing up to a total of 35,456,908 to the Inh. denominated no-par value ordinary shares with voting rights (Conditional Capital IIIa). The conditional capital increase will only be carried out to the extent that Inh. convertible bonds and stock options issued by the SAP AG pursuant to the resolution of the Resolution of The Annual General Meeting of January 18, 2000, supplemented and adjusted by the resolution of the Annual General Meeting of May 3, 2001, as part of the "Long Term Incentive Plan of the SAP AG 2000", of its conversion or conversion. subscription rights to ordinary shares of the Company and the Company does not comply with the conversion or subscription rights of treasury shares. The new shares of the Company resulting from the exercise of these subscription rights shall take place from the beginning of the financial year for which, at the time of the exercise of the conversion or conversion, the company shall be subscription rights has not yet been taken by the Annual General Meeting on the appropriation of the net profit, in part to the profit. Conditional Capital VI pursuant to the Resolution of The Annual General Meeting of June 8, 2010: Conditional Capital VI in accordance with the Annual General Meeting of May 3, 2002 (Section 4 (10) of the Articles of Association): The share capital is increased by a further EUR 72,119,440 by issuing up to 72,119,440 to the Inh. denominated no-par value ordinary shares with voting rights (Conditional Capital VI). By resolution of the Annual General Meeting of June 8, 2010, the Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital once or several times against cash deposits by June 7, 2015. Shareholders' subscription rights may be excluded for marginal amounts. Reference is made to the documents submitted to the court. (Authorised Capital I, Section 4 (5) of the Articles of Association). By resolution of the Annual General Meeting of June 8, 2010, the Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital by up to EUR 250,000,000.00 against cash or non-cash deposits once or several times by June 7, 2015. Shareholders' subscription rights may be excluded. Reference is made to the documents submitted to the court (Authorised Capital II, Section 4 (7) of the Articles of Association). By resolution of the Annual General Meeting of June 8, 2010, the Management Board is authorized, with the approval of the Supervisory Board, to increase the company's share capital by up to EUR 30,000,000.00 against cash or non-cash deposits once or several times by June 7, 2015. The subscription rights of the shareholders are excluded. Reference is made to the documents submitted to the court. (Authorised Capital III, Section 4 (11) of the Articles of Association). The authorisations of the Board of Management to increase the share capital of the company (previous Authorized Capital I, II, Ia and IIa) by resolutions of the Annual General Meetings of May 12, 2005 and May 9, 2006 have been repealed or expired due to the expiry of the year.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: SAP SE, Walldorf, Germany.