Obligation SAPE SE 1% ( DE000A2G8VS7 ) en EUR

SAPE SE

100 % ▼

Allemagne

DE000A2G8VS7 ( en EUR )

1% par an ( paiement annuel )

13/03/2021 - Obligation échue

Prospectus brochure de l'obligation SAP SE DE000A2G8VS7 en EUR 1%, échue

100 000 EUR

500 000 000 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 DE000A2G8VS7, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/03/2021

Prospectus dated 9 March 2018

SAP SE
(a European Company (Societas Europaea, SE) established under the laws of the European Union and the Federal
Republic of Germany and having its corporate seat in Walldorf, Federal Republic of Germany)
(formerly SAP AG)
will issue on 13 March 2018
EUR 500,000,000 Floating Rate Notes due 2021
EUR 500,000,000 1.000 per cent. Notes due 2026
EUR 500,000,000 1.375 per cent. Notes due 2030.

The notes due 13 March 2021 (the "2021 Notes") bear interest on their principal amount from 13 March 2018 at a
floating rate of interest payable in arrear on 13 March, 13 June, 13 September and 13 December in each year, the notes
due 13 March 2026 (the "2026 Notes") bear interest on their principal amount from 13 March 2018 at a fixed rate of
1.000 per cent. per annum payable in arrear on 13 March in each year and the notes due 13 March 2030 (the "2030
Notes" and, together with the 2021 Notes and the 2026 Notes, the "Notes") bear interest on their principal amount from
13 March 2018 at a fixed rate of 1.375 per cent. per annum payable in arrear on 13 March in each year. The Notes are
governed by the laws of the Federal Republic of Germany ("Germany") and will be issued in a denomination of
EUR 100,000. Unless previously redeemed in accordance with the terms and conditions of the Notes ("Terms and
Conditions") or repurchased and cancelled, the 2021 Notes will be redeemed at par on 13 March 2021, the 2026 Notes
will be redeemed at par on 13 March 2026 and the 2030 Notes will be redeemed at par on 13 March 2030.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the Official List of the
Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market.
The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2014/65/EU
of the European Parliament and the Council of 15 May 2014 on Markets in Financial Instruments, as amended.
This Prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the
"CSSF") which is the Luxembourg competent authority for the purposes of 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, (the "Prospectus Directive") into Luxembourg law on
9 March 2018, has been filed with said authority and will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
Sole Global Coordinator and Joint Lead Manager
J.P. Morgan
Joint Lead Managers
Barclays
HSBC
ING
Société Générale Corporate & Investment Banking

Banco Bilbao Vizcaya Argentaria, S.A.
Goldman Sachs International
RBC Capital Markets
Standard Chartered Bank
UniCredit Bank

RESPONSIBILITY STATEMENT
SAP SE (the "Issuer" or "SAP SE", 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.
By approving this Prospectus the CSSF assumes no responsibility as to the economic and financial soundness of the
transactions 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. Any website referred to in this Prospectus is referred to for information purposes only
and does not form part of this Prospectus.
The Issuer has confirmed to the joint lead managers set forth in the section "Names and Addresses" (each a "Joint Lead
Manager" and together the "Joint Lead Managers") 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 authorised to give any information or make any representation which is not contained in or not
consistent with this Prospectus 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 authorised by
the Issuer, the Joint Lead Managers 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 in subsection "Business
description" of the section "GENERAL INFORMATION ABOUT THE ISSUER" 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 of the Joint Lead Managers nor any other person mentioned in this Prospectus, other than the Issuer, is
responsible for the information contained in this Prospectus 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 or any
responsibility for any acts or omissions of the Issuer or any other person (other than the relevant Joint Lead Manager) in
connection with the Prospectus or the issue and offering of the Notes.
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.
- iii -

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate
distribution channels. The Issuer is not a manufacturer or distributor for the purposes of MiFID II.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. No key information document
within the meaning of Regulation (EU) No 1286/2014 (as amended the "PRIIPs Regulation") has been prepared.
This Prospectus reflects the status as of its date. The delivery of this Prospectus and the offering, sale or delivery of any
Notes may not be taken as an implication that the information contained in this Prospectus is accurate and complete
subsequent to the date of this Prospectus or that there has been no adverse change in the financial situation of the Issuer
since such date or, as the case may be, the date upon which this Prospectus has been most recently supplemented or the
balance sheet date of the most recent financial statements which are deemed to be incorporated into this Prospectus by
reference or that any other information supplied in connection with the Notes is correct 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 the offering, sale and delivery of Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus 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, France and Japan, see "Selling Restrictions".
This Prospectus 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 authorised or to any person to whom it is unlawful to make such an offer or
solicitation.
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN (OR PERSONS ACTING ON ITS
BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY
BEGIN AT ANY TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER
OF THE NOTES AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILISING OR OVER-
ALLOTMENT SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES
OF ANY RELEVANT JURISDICTION.
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.
The legally binding language of this Prospectus is the English language, except for the Terms and Conditions, for which
the legally binding language is the German language.
Amounts payable under the Notes will be calculated by reference to the EURIBOR, which is currently provided by
European Money Markets Institute ("EMMI"). As at the date of this Prospectus, EMMI does not appear on the register
of administrators and benchmarks established and maintained by the European Securities and Markets Authority
- iv -

pursuant to Article 36 of Regulation (EU) 2016/1011 on indices used as benchmarks in financial instruments and
financial contracts or to measure the performance of investment funds (the "Benchmark Regulation").
As far as the Issuer is aware, the transitional provisions of Article 51 of the Benchmark Regulation apply, such that
EMMI is not currently required to obtain authorisation/registration (or, if located outside the European Union,
recognition, endorsement or equivalence).

- v -

TABLE OF CONTENTS
RISK FACTORS ............................................................................................................................................................ 7
Risk factors in respect of SAP SE ..................................................................................................................... 7
Risk Factors in Respect of the Notes ............................................................................................................... 19
TERMS AND CONDITIONS FOR THE 2026 NOTES AND THE 2030 NOTES .................................................. 22
TERMS AND CONDITIONS FOR THE 2021 NOTES ............................................................................................ 45
GENERAL INFORMATION ABOUT THE ISSUER .............................................................................................. 71
TAXATION ................................................................................................................................................................... 98
SUBSCRIPTION AND SALE ................................................................................................................................... 104
Subscription .................................................................................................................................................... 104
Selling Restrictions ......................................................................................................................................... 104
General ........................................................................................................................................... 104
European Economic Area ............................................................................................................. 104
United States of America (the "United States") ........................................................................... 104
Selling Restrictions Addressing Additional United Kingdom Securities Laws ............................ 105
France ............................................................................................................................................ 105
Japan .............................................................................................................................................. 106
GENERAL INFORMATION .................................................................................................................................... 107
Listing and Admission to Trading ................................................................................................................ 107
Authorisation .................................................................................................................................................. 107
Use of Proceeds ............................................................................................................................................... 107
Method to determine the yield....................................................................................................................... 107
Credit Rating .................................................................................................................................................. 107
Expenses .......................................................................................................................................................... 107
Clearing ........................................................................................................................................................... 108
Form of the Notes ........................................................................................................................................... 108
Litigation and claims ...................................................................................................................................... 108
Significant Change in the financial or trading position .............................................................................. 110
Trend Information ......................................................................................................................................... 111
Documents on Display .................................................................................................................................... 111
INCORPORATION BY REFERENCE .................................................................................................................... 112
NAMES AND ADDRESSES ...................................................................................................................................... 113

- vi -

RISK FACTORS
The following is a disclosure of risk factors that are material to the Notes in order to assess the market risk associated
with these Notes and risk factors that may affect the Issuer's ability to fulfill its obligations under the Notes. Prospective
investors should consider these risk factors before deciding to purchase Notes.
Prospective investors should consider all information provided in this Prospectus and consult with their own professional
advisers if they consider it necessary. In addition, investors should be aware that the risks described may combine and
thus intensify one another. The occurrence of one or more risks may have a material adverse effect on SAP's business,
financial position, profit, and cash flows. The order in which the risks are described neither indicates the probability of
their occurrence nor the gravity or significance of the individual risks nor the scope of their financial consequences.
Additional risks which SAP SE is not currently aware of could also affect the business operations of SAP SE and
adversely affect SAP SE's business activities and financial condition and results of operations and the ability of SAP SE
to fulfill its obligations under the Notes.
Risk factors in respect of SAP SE
Economic, Political, Social, and Regulatory Risks
Uncertainty in the global economy, financial markets, social and political instability caused by state-based conflicts,
terrorist attacks, civil unrest, war, or international hostilities could lead to disruptions of our business operations or
have a negative impact on our business, financial position, profit, and cash flows.
As a global company, we are influenced by multiple factors that are difficult to predict and beyond our influence and
control. Any of these factors could have a significant adverse effect on the local economy and beyond.
These events could lead to risks in the following areas, among others:
-
General economic, political, social, environmental, market conditions, and unrest (for example, Turkey,
Venezuela, UK/ Brexit)
-
Continued deterioration in global economic conditions (impact on accurate forecast) or budgetary constraints
of national governments
-
Financial market volatility episodes, global economic crises and chronic fiscal imbalances, slowing economic
conditions, or disruptions in emerging markets
-
Higher credit barriers for customers, reducing their ability to finance software purchases
-
Increased number of bankruptcies among customers, business partners, and key suppliers
-
Terrorist attacks or other acts of violence, natural disasters, pandemic diseases impacting our business
Any of these events could have an adverse effect on our business operations, financial position, profit, and cash flows.
Laws, regulatory requirements and standards in Germany, the United States, and elsewhere continue to be very
stringent. Our international business activities and processes expose us to numerous and often conflicting laws and
regulations, policies, standards, or other requirements and sometimes even conflicting regulatory requirements, and
to risks that could harm our business, financial position, profit, and cash flows.
We are a global company and currently market our products and services in more than 180 countries and territories in
the Americas (Latin America and North America); Asia Pacific Japan (APJ); China, Hong Kong, Macau, and Taiwan
(Greater China); Europe, Middle East, and Africa (EMEA); and Middle and Eastern Europe (MEE) regions. As a
European company domiciled in Germany with securities listed in Germany and the United States, we are subject to
European, German, U.S., and other governance-related regulatory requirements.

- 7 -

Our business in these countries is subject to numerous risks inherent to international business operations. Among
others, these risks include:
-
Possible tax constraints impeding business operations in certain countries
-
Changes in accounting standards and tax laws including, but not limited to, conflict and overlap among tax
regimes measures as well as the introduction of new tax concepts that harm digitized business models
-
Discriminatory, protective, or conflicting fiscal policies and tax laws, such as certain protectionist measures
included in the U.S. Tax Reform which was enacted end of 2017 and involves uncertainties as to how the U.S.
government will implement the new law
-
Workforce restrictions resulting from changing laws and regulations, from political decisions (such as Brexit,
government elections), or through required works council involvements, labor union approvals, and
immigration laws in different countries
-
Protectionist trade policies, import and export regulations, and trade sanctions (such as in Russia), and
embargoes (such as in Iran) including, but not limited to country-specific software certification requirements
-
Violations of country-specific sanctions (such as the UN sanction against North Korea or the United States'
sanction requirements against Iran and certain other countries)
-
Compliance with and stringent enforcement of laws and regulations (including interpretations), implications
of government elections, lack of reforms, data protection and privacy rules, regulatory requirements and
standards (such as the Payment Card Industry Data Security Standard (PCI-DSS))
-
Expenses associated with the localization of our products and compliance with local regulatory requirements
-
Difficulties enforcing intellectual property and contractual rights in certain jurisdictions
In 2017, an investigation was initiated and is ongoing with regards to potential sanction violations. Given the early stage
of the comprehensive and exhaustive investigations and the corresponding remediation activities, and considering the
complexity of individual factors and the large number of open questions, it is impossible at this point in time to assess
the risks.
As we expand into new countries and markets or extend our business activities in these markets, including emerging
markets, these risks could intensify. The application of the respective local laws and regulations to our business is
sometimes unclear, subject to change over time, and often conflicting among jurisdictions. Additionally, these laws
and government approaches to enforcement are continuing to change and evolve, just as our products and services
continually evolve. Compliance with these varying laws and regulations could involve significant costs or require
changes in products or business practices. Non-compliance could result in the imposition of penalties or cessation of
orders due to alleged non-compliant activity. Governmental authorities could use considerable discretion in applying
these statutes and any imposition of sanctions against us could be material. One or more of these factors could have an
adverse effect on our operations globally or in one or more countries or regions, which could have an adverse effect on
our business, financial position, profit, and cash flows.
Claims and lawsuits against us, such as for IP infringements, or our inability to obtain or maintain adequate licenses
for third-party technology, could have an adverse effect on our business, financial position, profit, cash flows, and
reputation. Moreover, similar adverse effects could result if we are unable to adequately protect or enforce our own
intellectual property.
We believe that we will continuously be subject to claims and lawsuits, including intellectual property infringement
claims, as our solution portfolio grows; as we acquire companies with increased use of third-party code including open
source code; as we expand into new industries with our offerings, resulting in greater overlap in the functional scope of
offerings; and as non-practicing entities that do not design, manufacture, or distribute products increasingly assert
intellectual property infringement claims. Moreover, protecting and defending our intellectual property is crucial to our
success.

- 8 -

The outcome of litigation and other claims or lawsuits is intrinsically uncertain and could lead, for example, to the
following risks:
-
Claims and lawsuits being brought against us, including claims and lawsuits involving businesses we have
acquired
-
We might be dependent in the aggregate on third-party technology, including cloud and Web services, that we
embed in our products or that we resell to our customers
-
Third parties have claimed, and might claim in the future, that we infringe their intellectual property rights or
that we are overusing or misusing licenses to these technologies
-
We integrate certain open source software components from third parties into our software. Open source
licenses might require that the software code in those components or the software into which they are integrated
be freely accessible under open source terms
-
Despite our efforts, we might not be able to prevent third parties from obtaining, using, or selling without
authorisation what we regard as our proprietary technology and information. In addition, proprietary rights
could be challenged, invalidated, held unenforceable, or otherwise affected. Moreover, the laws and courts of
certain countries might not offer effective means to enforce our legal or intellectual property rights. Finally,
SAP may not be able to collect all judgments awarded to it in legal proceedings
-
Some intellectual property might be vulnerable to disclosure or misappropriation by employees, partners, or
other third parties
Third parties might reverse-engineer or otherwise obtain and use technology and information that we regard as
proprietary. Accordingly, we might not be able to protect our proprietary rights against unauthorised third-party copying
or utilization. Adverse outcomes to some or all of the claims and lawsuits pending against us might result in the award
of significant damages or injunctive relief against us or brought against us in the future that could hinder our ability to
conduct our business and could have an adverse effect on our reputation, business, financial position, profit, and cash
flows. Third parties could require us to enter into royalty and licensing arrangements on terms that are not favorable to
us, cause product shipment delays, subject our products to injunctions, require a complete or partial redesign of products,
result in delays to our customers' investment decisions, and damage our reputation. Third-party claims might require us
to make freely accessible under open source terms one of our products or third-party (non-SAP) software upon which
we depend.
Any legal action we bring to enforce our proprietary rights could also involve enforcement against a partner or other
third party, which might have an adverse effect on our ability, and our customers' ability, to use that partner's or other
third parties' products.
The outcome of litigation and other claims or lawsuits is intrinsically uncertain. Management's view of the litigation
might also change in the future. Actual outcomes of litigation and other claims or lawsuits could differ from the
assessments made by management in prior periods, which are the basis for our accounting for these litigations and claims
under IFRS.
Non-compliance with applicable data protection and privacy laws or failure to adequately meet the requirements of
SAP's customers with respect to our products and services could lead to civil liabilities and fines, as well as loss of
customers and damage to SAP's reputation.
As a global software and service provider, SAP is required to comply with local laws wherever SAP does business. With
regard to data protection requirements, in May 2016, the EU enacted a "General Data Protection Regulation" (GDPR)
with the aim of further harmonizing data protection laws across the EU. The GDPR will be directly applicable law in all
EU and EEA member states as of 25 May 2018, after a two-year transition period. Within limits, member states can
supplement the GDPR with additional national rules.

- 9 -

Non-compliance with applicable data protection and privacy laws, in particular the EU GDPR, by SAP and/or any of
the subcontractors engaged by SAP for the processing of personal data could lead, for example, to risks in the following
areas:
-
Mandatory disclosures of breaches to affected individuals, customers, and data protection supervisory
authorities
-
Investigations and administrative measures by data protection supervisory authorities, such as the instruction
to alter or stop non-compliant data processing activities, including the instruction to stop using non-compliant
subcontractors
-
Fines of up to 4 per cent. of SAP's annual Group turnover
-
Damage claims by customers
-
Harm to SAP's reputation
Any one or more of these events could have an adverse effect on our business, financial position, profit, and cash flows.
Corporate Governance and Compliance Risks
Our controls and efforts to prevent the unauthorised disclosure of confidential information might not be effective.
Confidential information and internal information related to topics such as our strategy, new technologies, mergers and
acquisitions, unpublished financial results, customer data, or personal data, could be disclosed prematurely or
inadvertently and subsequently lead to market misperception and volatility.
Such disclosure could lead to risks in the following areas, among others:
-
Disclosure of confidential information and intellectual property, defective products, production downtimes,
supply shortages, and compromised data (including personal data) through, for example, inappropriate usage
of social media by employees
-
Requirement to notify multiple regulatory agencies and comply with applicable regulatory requirements and,
where appropriate, the data owner
Any one or more of these events could have an adverse effect on our market position and lead to fines and penalties. In
addition, this could have an adverse effect on our business, reputation, financial position, profit, and cash flows.
Unethical behavior and non-compliance with our integrity standards due to intentional and fraudulent employee
behavior could seriously harm our business, financial position, profit, and reputation.
SAP's leadership position in the global market is founded on the long-term and sustainable trust of our stakeholders
worldwide. Our overarching approach is one of corporate transparency, open communication with financial markets,
and adherence to recognized standards of business integrity. The SAP Code of Business Conduct, adopted by the
Executive Board on 29 January 2003, and updated as necessary since then, memorialized and supplemented the already
existing guidelines and expectations for the business behavior practiced at SAP.
However, we might for instance encounter the following risks associated with:
-
Non-compliance with our integrity standards and violation of compliance related rules, regulations, and legal
requirements including, but not limited to, anticorruption and bribery legislation in Germany, the U.S. Foreign
Corrupt Practices Act, the UK Bribery Act, and other local laws prohibiting corrupt payments by employees,
vendors, distributors, or agents
-
Unethical and fraudulent behavior of individual employees or partners leading to criminal charges, fines, and
claims by injured parties also considering the ongoing investigations for example in South Africa, the Middle
East, and North Africa
-
Collusion with external third parties, for example providing assistance in securing contracts
-
Fraud and corruption together with operational difficulties, especially in countries with a high Corruption
Perceptions Index
-
Impact on business activities in regulated industries such as public sector, healthcare, banking, or insurance
- 10 -

Any one or more of these events could have an adverse effect on our business, reputation, financial position, share price,
profit, and cash flows.
In 2017, SAP encountered situations that required clear messaging and strong action on non-compliance in the context
of ethical behavior with the potential to harm our business. In South Africa, SAP is investigating its dealings with the
public sector. Given the early stage of the comprehensive and exhaustive investigations and the corresponding
remediation activities, and considering the complexity of individual factors and the large number of open questions, it
is impossible at this point in time to assess the risks. In the context of these investigations, on 8 March 2018 SAP
announced results of its investigation into software contracts with South African state-owned enterprises (SOE) Transnet
SOC Ltd. and Eskom. The central findings confirm that there were payments to Gupta-related entities, indications of
misconduct relating to the management of Gupta-related third parties and irregularities in the adherence to SAP's
compliance processes. The investigation also confirms that there is no evidence of any payment or attempted payment
made to any South African government official or any employee of an SOE in connection with the Transnet and Eskom
transactions. In November 2017, SAP notified the national head of the Directorate for Priority Crime and Investigation
of its willingness to cooperate with any investigation they may undertake. SAP also continues to cooperate with the U.S.
Department of Justice and the U.S. Securities and Exchange Commission, and remains committed to sharing all findings
with both local and international authorities.
Failure to meet customer, partner, or other stakeholder expectations or generally accepted standards on climate
change, energy constraints, and our social investment strategy could negatively impact SAP's business, results of
operations, and reputation.
Energy and emissions management are an integral component of our holistic management of social, environmental, and
economic risks and opportunities.
We have identified risks in this context, including, but not limited to, the following:
-
Failure to meet customer, partner, or other stakeholder expectations or generally accepted standards on climate
change, energy constraints, and our social investment strategy
-
Failure to achieve communicated (2020 and 2025) targets for greenhouse gas emissions
-
Failure to maintain rating in sustainable investment indexes (Dow Jones Sustainability Indices and the CDP
Climate Performance and Disclosure Leadership Indices)
If we do not meet stakeholder expectations in the areas identified, our rating in sustainable investment indexes might
decrease, which could have an adverse effect on our reputation, profit, and share price.
Principal shareholders may be able to exert control over our future direction and operations.
Certain shareholders reported to SAP their beneficial ownership in the ordinary shares of SAP, however, none of these
shareholders reported to hold 10 per cent. or more of the outstanding ordinary shares. Thus, to our knowledge, SAP
currently has no controlling shareholders. Nonetheless, if a group of principal shareholders and the holdings of entities
controlled by them vote in the same manner, this could delay, prevent or facilitate a change in control of SAP or other
significant changes to SAP SE or its capital structure.
Financial Risks
Our sales and revenue conditions are subject to market fluctuations and our forecasts might not be accurate.
Our revenue and operating results can vary and have varied in the past, sometimes substantially, from quarter to quarter.
Our revenue in general, and our software revenue in particular, is difficult to forecast for a number of reasons, and could
lead to risks related to the following, among others:
-
Challenges in pipeline development and realization
-
Long sales cycles for many of our products
-
Timing issues with respect to the introduction of new products and services or product and service
enhancements by SAP or our competitors
- 11 -