Obligation SAPE SE 1.125% ( DE000A13SL26 ) en EUR

SAPE SE

100 % ▼

Allemagne

DE000A13SL26 ( en EUR )

1.125% par an ( paiement annuel )

20/02/2023 - Obligation échue

Prospectus brochure de l'obligation SAP SE DE000A13SL26 en EUR 1.125%, échue

1 000 EUR

1 000 000 000 EUR

SAP SE est une entreprise multinationale allemande de logiciels qui développe et vend des logiciels d'entreprise, notamment des systèmes de planification des ressources de l'entreprise (ERP).

L'Obligation émise par SAPE SE ( Allemagne ) , en EUR, avec le code ISIN DE000A13SL26, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/02/2023

Debt Issuance Programme Prospectus
Dated 8 April 2014

This document constitutes the base prospectus of SAP AG in respect of non-equity securities within the meaning of
Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Prospectus"),
which constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended.

SAP AG
(a stock corporation incorporated under the laws of the Federal Republic of Germany
having its corporate seat in Walldorf, Federal Republic of Germany)

EUR 6,000,000,000
Programme for the Issuance of Debt Instruments (the "Programme")

Application has been made to list notes to be issued under the Programme (the "Notes") on the official list of the
Luxembourg Stock Exchange and to admit Notes to trading on the regulated market of the Luxembourg Stock
Exchange (as defined below) during a period of twelve months from the date of approval. However, Notes issued
under the Programme may also be listed on regulated stock exchanges other than the Luxembourg Stock Exchange,
and on the Euro MTF Luxembourg Stock Exchange which is not a regulated market for the purposes of Directive
2004/39/EC or may not be listed on any stock exchange.

The Issuer has requested the Commission de Surveillance du Secteur Financier (the "CSSF") to provide the competent
authorities in the Federal Republic of Germany ("Germany"), the Republic of Austria ("Austria") and The
Netherlands ("The Netherlands") with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Loi relative aux prospectus pour valeurs mobilières, as amended (the "Luxembourg Law")
which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as
amended, into Luxembourg law ("Notification"). The Issuer may request the CSSF to provide competent authorities in
additional host Member States within the European Economic Area with a Notification.
This Prospectus has been approved by the CSSF which is the Luxembourg competent authority for the purposes of
the Luxembourg Law on 8 April 2014, has been filed with said authority and will be published in electronic form on
the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of SAP AG (www.sap.com). It
will be valid for a period of twelve months upon its approval.
Arranger
Deutsche Bank
Dealers
Deutsche Bank
Goldman Sachs International
J.P. Morgan
The Royal Bank of Scotland
Société Générale Corporate & Investment Banking

RESPONSIBILITY STATEMENT
SAP AG (the "Issuer" or "SAP AG", and together with its subsidiaries and affiliates, the "SAP Group", "SAP", "we",
"our" or "us") with its registered office in Walldorf, Germany, is solely responsible for the information given in this
Prospectus.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
The CSSF assumes no responsibility as to the economic and financial soundness of the transactions under the
Programme or the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Law.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any Series of Notes, together with the relevant final
terms (the "Final Terms").
The Issuer has confirmed to the dealers set forth in the section "Names and Addresses" and any additional dealer
appointed from time to time under the Programme (each a "Dealer" and together the "Dealers") that this Prospectus
contains the information which, in accordance with the nature of the Issuer and of the Notes offered to the public or
admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profit and losses, and prospects of the Issuer, and of the rights attaching to the
Notes; that the information contained herein with respect to the Issuer and the Notes is accurate in all material respects
and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable
assumptions; that there are no other facts, the omission of which, in the context of the issue and offering of the Notes,
would make any statement, whether fact or opinion, in this Prospectus misleading in any material respect; and that all
reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained herein.
NOTICE
No person has been authorized to give any information or make any representation which is not contained in or not
consistent with this Prospectus or any other document entered into in relation to the Programme or any information
supplied by the Issuer or such other information as in the public domain and, if given or made, such information or
representation must not be relied upon as having been authorized by the Issuer, the Dealers or any of them.
This Prospectus contains certain forward-looking statements, including statements using the words "believes",
"anticipates" "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"GENERAL INFORMATION ABOUT THE ISSUER - Business" and statements elsewhere in this Prospectus relating
to, among other things, the future financial performance, plans and expectations regarding developments in the
business of the Issuer. These forward-looking statements are subject to a number of risks, uncertainties, assumptions
and other factors that may cause the actual results, including the financial position and profitability of the Issuer, to be
materially different from or worse than those expressed or implied by these forward-looking statements. The Issuer
does not assume any obligation to update such forward-looking statements and to adapt them to future events or
developments.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuer, is
responsible for the information contained in this Prospectus or any supplement thereof, or any Final Terms or any
other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any
relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the
information contained in any of these documents.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act") and are subject to tax law requirements of the United States of America; subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons.

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This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of
issue. The delivery of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be
taken as an implication that the information contained in such documents is accurate and complete subsequent to their
respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since such date
or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come are
required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable
in the United States of America, the European Economic Area, the United Kingdom, Luxembourg and Japan, see
"Selling Restrictions".
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer
of Notes in any Member State of the European Economic Area which has implemented Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003, as amended (the "Prospectus Directive") (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person
making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering
contemplated in this Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i)
in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3
of the Prospectus Directive, as implemented in that Relevant Member State, or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, as implemented in that Relevant Member State, in each case, in relation to such
offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, as implemented
in that Relevant Member State, provided that any such prospectus has subsequently been completed by final terms
which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant
Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in
such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the
Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
This Prospectus may be used for subsequent offers by Dealers and/or further financial intermediaries only insofar as
and for the period so specified in the Final Terms for the relevant tranche of Notes (each a "Tranche").
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF
ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT
A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A
STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION
ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING
MANAGER(S) (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

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THE STATEMENTS ABOUT U.S. FEDERAL TAX CONSIDERATIONS ARE MADE TO SUPPORT THE
MARKETING OF THE NOTES. NO TAXPAYER CAN RELY ON THEM TO AVOID TAX PENALTIES.
EACH PROSPECTIVE PURCHASER SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX
ADVISOR ABOUT THE TAX CONSEQUENCES UNDER ITS OWN PARTICULAR CIRCUMSTANCES OF
INVESTING IN THE NOTES UNDER THE LAWS OF GERMANY, THE UNITED STATES AND ITS
CONSTITUENT JURISDICTIONS, AND ANY OTHER JURISDICTIONS WHERE THE PURCHASER
MAY BE SUBJECT TO TAXATION.
In this Prospectus all references to "", "EUR" or "euro" are to the currency introduced at the start of the third stage of
the European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of
3 May 1998 on the introduction of the euro, as amended and references to "USD", "US$", "US dollars" and "$" are to
the lawful currency of the United States of America.
The legally binding language of this Prospectus is the English language; except for the Terms and Conditions of
specific Tranches of Notes, where the legally binding language will be specified in the applicable Final Terms.
The Issuer has undertaken, in connection with the listing of the Notes on the official list of the Luxembourg Stock
Exchange and admission to trading on the "regulated market of the Luxembourg Stock Exchange" which is a
regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of 21 April
2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive
2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, that if, while
Notes of an Issuer are outstanding and listed on the official list of the Luxembourg Stock Exchange and are admitted to
trading on the regulated market of the Luxembourg Stock Exchange, there shall occur any adverse change in the
business or financial position of the Issuer or any change in the information set out under "Terms and Conditions of the
Notes", that is material in the context of issuance under the Programme which is not reflected in this Prospectus (or
any of the documents incorporated by reference in this Prospectus) the Issuer will prepare or procure the preparation of
a supplement to this Prospectus or, as the case may be, publish a new prospectus for use in connection with any
subsequent issue by such Issuer of Notes to be listed on the official list of the Luxembourg Stock Exchange and
admitted to trading on the regulated market of the Luxembourg Stock Exchange.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated such rating will be specified in the
relevant Final Terms. A rating is not a recommendation to buy, sell or hold Notes and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.

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TABLE OF CONTENTS
SUMMARY ..................................................................................................................................................................... 1
GERMAN TRANSLATION OF THE SUMMARY .................................................................................................. 15
RISK FACTORS .......................................................................................................................................................... 30
Risk factors in respect of SAP AG .................................................................................................................. 30
Risk Factors in Respect of the Notes ............................................................................................................... 44
CONSENT TO USE THE PROSPECTUS ................................................................................................................. 48
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................................ 49
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 51
FORM OF FINAL TERMS ....................................................................................................................................... 139
GENERAL INFORMATION ABOUT THE ISSUER ............................................................................................ 158
TAXATION ................................................................................................................................................................. 180
SUBSCRIPTION AND SALE ................................................................................................................................... 190
Underwriting .................................................................................................................................................. 190
Description of public offer (if any) and offer mechanics ............................................................................. 190
Selling Restrictions ......................................................................................................................................... 190
General ........................................................................................................................................... 190
Public Offer Selling Restriction Under the Prospectus Directive ................................................. 191
United States of America (the "United States") ........................................................................... 191
Selling Restrictions Addressing Additional United Kingdom Securities Laws ............................ 193
Luxembourg ................................................................................................................................... 194
France ............................................................................................................................................ 194
Japan .............................................................................................................................................. 194
GENERAL INFORMATION .................................................................................................................................... 195
Listing and Admission to Trading ................................................................................................................ 195
Authorisation .................................................................................................................................................. 195
Use of Proceeds ............................................................................................................................................... 195
Method to determine the yield....................................................................................................................... 195
Method of determining the price and the process for its disclosure .......................................................... 195
Notes which are redeemed on the Maturity Date at a percentage of their principal amount .................. 195
Clearing ........................................................................................................................................................... 195
Form of the Notes ........................................................................................................................................... 196
Tax Legend ..................................................................................................................................................... 196
Legal and Arbitration Proceedings ............................................................................................................... 196
Significant Change in the financial or trading position .............................................................................. 200
Trend Information ......................................................................................................................................... 200
Documents on Display .................................................................................................................................... 200
INCORPORATION BY REFERENCE .................................................................................................................... 201
NAMES AND ADDRESSES ...................................................................................................................................... 202

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SUMMARY
Summaries are made up of disclosure requirements known as `Elements'. These Elements are numbered in Sections
A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it
is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the summary with the mention of `not applicable'.

Section A Introduction and warnings
Element

A.1
Warnings
Warning that:
·
this Summary should be read as an introduction to the Prospectus;
·
any decision to invest in the Notes should be based on consideration of the
Prospectus as a whole by the investor;
·
where a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
legislation of the Member States, have to bear the costs of translating the
Prospectus, before the legal proceedings are initiated; and
·
civil liability attaches only to the Issuer which have tabled the Summary
including any translation thereof, but only if the Summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectus or it does not provide, when read together with the other parts of
the Prospectus, key information in order to aid investors when considering
whether to invest in such the Notes.
A.2
Consent to use [Each Dealer and/or each further financial intermediary subsequently reselling or
the Prospectus finally placing the Notes is entitled to use the Prospectus [in Luxembourg] [,] [and] [in
the Federal Republic of Germany] [,] [and] [in The Netherlands] [and] [in the Republic
of Austria] for the subsequent resale or final placement of the Notes during the offer
period for the subsequent resale or final placement of the Notes from [·] to [·],
provided however, that the Prospectus is still valid in accordance with Article 11 of the
Luxembourg law relating to prospectuses for securities, as amended (Loi relative aux
prospectus pour valeurs mobilières) which implements Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 (as amended by
Directive 2010/73/EU of the European Parliament and of the Council of 24 November
2010).
The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery. Any supplement to the Prospectus is
available for viewing in electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
When using the Prospectus, each Dealer and/or relevant further financial intermediary
must make certain that it complies with all applicable laws and regulations in force in
the respective jurisdictions.
[Such consent is also subject to and given under the condition [·].]
65484-5-4555-v9.0
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41-40570581

In the event of an offer being made by a Dealer and/or a further financial
intermediary, the Dealer and/or the further financial intermediary shall provide
information to investors on the terms and conditions of the Notes at the time of
that offer.]
[Not applicable. The Issuer does not give consent to the use of the Prospectus for the
subsequent resale or final placement of the Notes to any dealer or financial
intermediary.]

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Section B Issuer
Element

B.1
Legal and
SAP AG
commercial name of
the Issuer
B.2
Domicile, legal form, SAP AG is a German stock corporation (Aktiengesellschaft) incorporated and
legislation, country
operated under the laws of the Federal Republic of Germany and domiciled in
of incorporation
Walldorf, Federal Republic of Germany.
B.4b
Known trends
Enterprise mobility is transforming usage of IT; in-memory technology is
affecting the issuer
simplifying the IT architecture in the enterprise and driving high-value
and the industries in applications; and cloud delivery of IT solutions is simplifying the consumption of
which it operates
technology.
Organizations around the world are now entering a new era of business model
innovation, made possible by the convergence of cloud, mobile, social, and in-
memory technologies. However, businesses often contend with layers of IT
complexity that have been built up over the decades. This complexity is the result
of several factors, including the proliferation of hardware and custom
applications. In addition, investments in innovations often take a long time to
implement or to realize business value. Due to the complexity of the current
consumption model, customers are not able to respond fast enough to changing
market conditions.
B.5
Description of the
As of 31 December 2013, SAP AG as parent company of SAP Group directly or
Group and the
indirectly controlled 272 subsidiaries. SAP AG's subsidiaries perform various
Issuer's position
tasks. Our primary research and development facilities, the overall group strategy
within the Group
and the corporate administration functions are concentrated at our headquarters in
Walldorf, Federal Republic of Germany.
B.9
Profit forecast or
Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in the Not applicable; KPMG issued unqualified auditor's reports on the consolidated
audit report on the
financial statements of SAP AG and its subsidiaries for the fiscal years ended on
historical financial
31 December 2012 and 2013.
information

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B.12
Selected historical

key financial

information

Financial year
Financial year
ended
ended 31
31 December
December 2013
2012
in million
Total revenue
16,815
16,223
Software and software-
13,950
13,165
related service revenue
Operating profit
4,479
4,041
Profit after tax
3,325
2,803
31 December
31 December

2013
2012
Cash and cash
2,748
2,477
equivalents
Total assets
27,094
26,306
Total equity
16,048
14,133
Issued capital
1,229
1,229
Current bank loans
0
0
Non-current bank loans
0
0
Private placement
2,008
2,094
transaction
Bond
2,300
2,900

Material adverse
There has been no material adverse change in the prospects of SAP AG since the
change
date of the last published audited financial statements (31 December 2013).

Significant changes
Not applicable. There has been no significant change in the financial or trading
in the financial or
position of SAP Group since the date of the last published audited consolidated
trading position
financial statements (31 December 2013).

B.13
Recent Events
On March 25, 2014, SAP entered into an agreement and plan of merger for the
acquisition of Fieldglass which is still subject to regulatory and other closing
conditions. Fieldglass offers a cloud-based Vendor Management System (VMS)
solution strengthening SAP's ability to deliver a workforce management platform.
SAP is financing the acquisition partly by a term loan facility. The transaction is
expected to close in the second quarter of 2014.
B.14
Please see Element B.5.

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Dependence upon
Not applicable; the Issuer is not dependent on other entities within the group.
other entities within
the group
B.15
A description of the SAP was founded in 1972 and is the world leader in enterprise applications in
issuer's principal
terms of software and software-related service revenue, and the world's third-
activities
largest independent software manufacturer based on market capitalization
(according to SAP). With more than 253,500 customers in more than 180
countries, the SAP Group includes subsidiaries in every major country and
employs more than 66,500 people.
We derive our revenue from fees charged to our customers for licensing of our
on-premise software products and solutions, and the use of our cloud solutions by
subscription. We also derive revenue from support, consulting, development,
training, and other services.
SAP markets and distributes its products, solutions, and services primarily
through a worldwide network of local subsidiaries, which are licensed to
distribute SAP offerings to customers in defined territories. Distributorship
agreements are in place with independent resellers in some countries.
Our subsidiaries perform various tasks such as sales and marketing, consulting,
research and development, customer support, training, and administration.
B.16
Controlling Persons Not applicable; SAP AG is to its knowledge not controlled.
B.17
Credit ratings
[Not applicable; SAP AG and its debt securities are not rated.] [insert rating of
assigned to the
the Notes or the Issuer, if applicable]
Issuer or its debt
securities

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