Obligation SAPE SE 1.75% ( XS0530321255 ) en EUR

SAPE SE

100 % ▼

Allemagne

XS0530321255 ( en EUR )

1.75% par an ( paiement annuel )

06/02/2012 - Obligation échue

Prospectus brochure de l'obligation SAP SE XS0530321255 en EUR 1.75%, échue

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 XS0530321255, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/02/2012

Prospectus
dated 29 July 2010

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)
Euro [·] [·] per cent. Notes due 2013
Issue price: [·] per cent.
ISIN: XS0530320281
Euro [·] [·] per cent. Notes due 2012
Issue price: [·] per cent.
ISIN: XS0530321255
Euro [·] floating rate Notes due 2012
Issue price: [·] per cent.
ISIN: XS0530321412
SAP AG, Walldorf, Federal Republic of Germany (the "Issuer" or "SAP AG"), will issue on or about 6 August 2010 (the
"Issue Date") EUR [·] [·] per cent. fixed rate notes due 2013 (the "2013 Notes"), EUR [·] [·] per cent. fixed rate notes due
2012 (the "2012 Notes", and together with the 2013 Notes the "Fixed Rate Notes") and the EUR [·] floating rate notes due
2012 (the "Floating Rate Notes", and together with the Fixed Rate Notes, the "Notes" and each a "Series"). The 2013 Notes
will be redeemed at par on 6 August 2013. The 2012 Notes will be redeemed at par on 6 February 2012. The Floating Rate
Notes will be redeemed at par on 6 February 2012.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the Directive 2003/71/EC
of the European Parliament and the Council of 4 November 2003 (the "Prospectus Directive"). This Prospectus will be
published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock
Exchange (www.bourse.lu). This Prospectus has been approved by the Commission de Surveillance du Sector Financier of
the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg law relating to
prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Law"), which implements
the Prospectus Directive. The Issuer has requested the CSSF to provide the competent authority in the Federal Republic of
Germany ("Germany"), The Netherlands, and the Republic of Austria and may request to provide competent authorities in
additional host Member States within the European Economic Area with a certificate of approval attesting that the Prospec-
tus has been drawn up in accordance with the Luxembourg law relating to prospectuses for securities (the "Notification").
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange (the "Official List") and
admit the Notes to trading on the regulated market of the Luxembourg Stock Exchange, a market appearing on the list of
regulated markets issued by the E.C. pursuant to Directive 2004/39/EC of 21 April 2004 on markets in financial instruments.
The Notes are issued in bearer form with a denomination of EUR 1,000 each.
The final issue price, principal amount and interest rate of each Series, the issue proceeds, the commissions, the yield and the
expenses of the issue will be included in the Pricing Notice (as defined in "Subscription, Sale and Offer of the Notes" below)
which will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of
the Notes.
The 2013 Notes have been assigned the following securities codes: ISIN XS0530320281, Common Code 053032028, WKN
A1EWFC. The 2012 Notes have been assigned the following securities codes: ISIN XS0530321255, Common Code
053032125, WKN A1EWFD. The Floating Rate Notes have been assigned the following securities codes: ISIN
XS0530321412, Common Code 053032141, WKN A1EWFE.
Joint Lead Managers
Barclays Capital
Deutsche Bank

RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus and hereby declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its importance.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other documents
incorporated herein by reference.
The Issuer further confirms that (i) this Prospectus contains all information with respect to the Issuer and its subsidiaries and
affiliates taken as a whole (the "SAP Group", "we", "our" or "us") and to the Notes which is material in the context of the
issue and offering of the Notes, including all information which, according to the particular nature of the Issuer and of the
Notes is necessary to enable investors and their investment advisers to make an informed assessment of the assets and liabili-
ties, financial position, profits and losses, and prospects of the Issuer and the SAP Group and of the rights attached to the
Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the SAP Group and the Notes are in every mate-
rial particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the SAP Group or
the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in the
Prospectus misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to ascertain such
facts and to verify the accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representations other than those contained in this Prospectus
and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf
of the Issuer or the Joint Lead Managers (as defined in "SUBSCRIPTION, SALE AND OFFER OF THE NOTES"). Neither
the delivery of this Prospectus nor any offering, sale or delivery of any Notes made hereunder shall, under any circum-
stances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent to the date
hereof or, as the case may be, subsequent to the date on which this Prospectus has been most recently amended, or supple-
mented, or (ii) that there has been no adverse change in the financial situation of the Issuer which is material in the context
of the issue and sale of the Notes since the date of this Prospectus or, as the case may be, the date on which this Prospectus
has been most recently amended or supplemented, or the balance sheet date of the most recent financial statements which are
deemed to be incorporated into this Prospectus by reference or (iii) that any other information supplied in connection with
the issue of 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.
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 INFOR-
MATION 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 for-
ward-looking statements and to adapt them to future events or developments.
Neither the Joint Lead Managers nor any other person mentioned in this Prospectus, except for 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 accu-
racy and completeness of the information contained in any of these documents.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition
and affairs, and its own appraisal of the creditworthiness of the Issuer. This Prospectus does not constitute an offer of Notes
or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes. Neither this Prospectus nor
any other information supplied in connection with the Notes should be considered as a recommendation by the Issuer or the
Joint Lead Managers to a recipient hereof and thereof that such recipient should purchase any Notes.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any juris-
diction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or
solicitation.
The offer, sale and delivery of the Notes and the distribution of this Prospectus in certain jurisdictions is restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform
themselves about and to observe any such restrictions. In particular, the Notes have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "Securities Act") and include notes in bearer form that are subject
to U.S. tax law requirements. Subject to certain limited exceptions, the Notes may not be offered, sold or delivered within
the United States or to U.S. persons.

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For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Prospectus (or of
any part thereof) see "SUBSCRIPTION, SALE AND OFFER OF THE NOTES Selling Restrictions."
The legally binding language of this Prospectus is English. Any part of the Prospectus in German language constitutes a
translation, except for the conditions of issue of the Notes in respect of which German is the legally binding language.
In this Prospectus, unless otherwise specified, all references to "", "EUR" or "Euro" are to the currency introduced at the
start of the third stage of 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" are to the US Dollar.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH (OR PERSONS
ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUP-
PORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PRE-
VAIL. HOWEVER, THERE IS NO ASSURANCE THAT DEUTSCHE BANK AG, LONDON BRANCH (OR PERSONS
ACTING ON ITS BEHALF) WILL UNDERTAKE STABILISATION ACTION. 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 DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE IS-
SUER AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH STABILIS-
ING SHALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY RELE-
VANT JURISDICTION.

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TABLE OF CONTENTS
SUMMARY...............................................................................................................................................................................4
GERMAN TRANSLATION OF THE SUMMARY ...............................................................................................................11
RISK FACTORS .....................................................................................................................................................................20
USE OF PROCEEDS ..............................................................................................................................................................33
GENERAL INFORMATION ABOUT THE ISSUER ............................................................................................................34
ACQUISITION OF SYBASE .................................................................................................................................................53
CONDITIONS OF ISSUE.......................................................................................................................................................55
TAXATION.............................................................................................................................................................................73
SUBSCRIPTION, SALE AND OFFER OF THE NOTES......................................................................................................76
GENERAL INFORMATION / INCORPORATION BY REFERENCE.................................................................................80
NAMES AND ADDRESSES ..................................................................................................................................................84

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SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics of and risks associated with the
Issuer and the Notes. This Summary should be read as an introduction to this Prospectus. It does not purport to be complete
and is taken from, and is qualified in its entirety by, the remainder of this Prospectus. Any decision by an investor to invest
in the Notes should be based on consideration of this Prospectus as a whole. Where a claim relating to the information con-
tained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of such court,
have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to the
Issuer who has tabled this Summary including any translation thereof, and applied for its notification, but only if the Sum-
mary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus.
Summary in respect of the Notes
Words and expressions defined in the Conditions of Issue of the Notes reproduced elsewhere in this Prospectus shall have
the same meanings in this Summary.
Issuer:
SAP AG
Joint Lead Managers:
Barclays Bank PLC
Deutsche Bank AG, London Branch
Principal Paying Agent:
Deutsche Bank Aktiengesellschaft
Grosse Gallusstrasse 10 14
60311 Frankfurt am Main
Germany
Luxembourg Listing Agent
Deutsche Bank Luxembourg S.A.
Determination of Principal Amount,
The final issue price and principal amount, the interest rate, the coupon amount
Issue Price and further information:
(in case of the 2012 Notes), the margin (in case of the Floating Rate Notes), the
issue proceeds, the commissions, the yield and the expenses of the issue will be
included in the Pricing Notice (as defined in "SUBSCRIPTION, SALE AND
OFFER OF THE NOTES" below) which will be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu) on or prior to the Issue Date of
the Notes.
Issue Date:
6 August 2010
Denomination:
The Notes will be issued in a denomination of EUR 1,000 each.
Offer period:
The Notes will be offered to investors by the Joint Lead Managers during an
offer period which will commence on 29 July 2010 and will be open until the

Issue Date.
Form of Notes:
The Notes will initially be represented by a temporary global bearer Note (the
"Temporary Global Note") without interest coupons which will be kept in
custody by a common safekeeper on behalf of both, Clearstream Banking société
anonyme, (42 Avenue JF Kennedy, 1855 Luxembourg, Luxembourg) and Euro-
clear Bank SA/NV (Boulevard du Roi Albert II, 1210 Brussels, Belgium) (to-
gether, the "Clearing System"). Notes represented by the Temporary Global
Note will be exchangeable for Notes represented by a permanent global bearer
Note (the "Permanent Global Note", and each of the Temporary Global Note
and the Permanent Global Note, a "Global Note") without interest coupons not
earlier than 40 days after the Issue Date in accordance with the provisions set out
in the Conditions of Issue. In particular such exchange and any payment of inter-
est on Notes represented by the Temporary Global Note shall only be made upon
delivery of certifications as to non-U.S. beneficial ownership in accordance with
the rules and operating procedures of the Clearing System. Payments on the
Temporary Global Note will only be made against presentation of such certifica-
tions. No definitive Notes or interest coupons will be issued.
Interest:
The 2013 Notes will bear interest from and including 6 August 2010 to, but
excluding, 6 August 2013 at a rate of [·] per cent. per annum, payable annually
in arrear on 6 August in each year, commencing on 6 August 2011.
The 2012 Notes will bear interest from and including 6 August 2010 to, but
excluding, 6 February 2012 at a rate of [·] per cent. per annum, payable on

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6 February 2011 and 6 February 2012 in arrear. The interest payment to be made
on 6 February 2011 will amount to EUR [·] per principal amount equal to the
specified denomination.
The Floating Rate Notes will bear interest from and including 6 August 2010 to,
but excluding, 6 February 2012 at a rate determined on the basis of the EURI-
BOR reference rate appearing on a specified date on screen page Reuters EURI-
BOR01 plus a margin of [·] per cent. Interest will be payable in arrear on
6 November, 6 February, 6 May and 6 August in each year, commencing on
6 November 2010.
Taxation:
Principal and interest shall be payable without withholding or deduction for or
on account of any present or future taxes or duties of whatever nature imposed or
levied by or on behalf of Germany or by or on behalf of any political subdivision
or authority thereof or therein having power to tax (the "Withholding Taxes"),
unless such withholding or deduction is required by law. In such event, the Issuer
will, subject to the exceptions set out in the Conditions of Issue, pay such addi-
tional amounts as shall be necessary in order that the net amounts received by the
Holders of the Notes after such withholding or deduction shall equal the respec-
tive amounts of principal and interest which would otherwise have been receiv-
able in respect of the Notes in the absence of such withholding or deduction.
Early Redemption for Taxation Rea-
Early redemption of the Notes for reasons of taxation will be permitted, if as a
sons:
result of any change in, or amendment to, the laws or regulations (including any
amendment to, or change in, an official interpretation or application of such laws
or regulations) of Germany or any political subdivision or taxing authority
thereto or therein affecting taxation or the obligation to pay duties of any kind,
the Issuer will become obligated to pay additional amounts on the Notes, all as
more fully set out in the Conditions of Issue.
Status of the Notes:
The obligations under the Notes constitute unsecured and unsubordinated obliga-
tions of the Issuer ranking pari passu among themselves and pari passu with all
other unsecured and unsubordinated obligations of the Issuer, unless such obliga-
tions are accorded priority under mandatory provisions of statutory law.
Negative Pledge:
In § 2 of the Conditions of Issue the Issuer agrees not to provide any Security
Interest for any Capital Market Indebtedness.
Change of Control
The Conditions of the Issue contain a change of control provision.
Events of Default:
The Notes will provide for events of default entitling Holders to demand imme-
diate redemption of the Notes, all as more fully set out in the Conditions of Issue.
Cross Default
The Conditions of Issue contain a cross default clause in relation to non-payment
of Capital Market Indebtedness.
Governing Law:
The Notes are governed by German law.
Jurisdiction:
Exclusive place of jurisdiction for all legal proceedings arising under the Notes
is Frankfurt am Main, Germany.
German Act on Issues of Debt Securi-
The Conditions of Issue provide that Holders may agree by majority vote to
ties (Schuldverschreibungsgesetz)
amendments of the Conditions of Issue and appoint a joint representative (ge-
meinsamer Vertreter) for all Holders for the preservation of their rights pursuant
to section 5 para. 1 of the German Act on Issues of Debt Securities (Schuldver-
schreibungsgesetz). Resolutions will be adopted in a noteholders' meeting.
Listing and admission to trading:
Application has been made for admission to trading of the Notes on the regulated
market of the Luxembourg Stock Exchange and for listing of the Notes on the
official list of the Luxembourg Stock Exchange.
Selling Restrictions:
The offer and the sale of the Notes and the distribution of offering materials are
subject to specific restrictions. The relevant restrictions applicable in the Euro-
pean Union, the USA and the United Kingdom as well as Japan are set out under
"SUBSCRIPTION, SALE AND OFFER OF THE NOTES".

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Clearance and Settlement:
The Notes will be accepted for clearing through the Clearing System.
Availability of documents:
This Prospectus, any supplement thereto and the documents incorporated by
reference herein will be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu) or are obtainable in printed form at the address of the
Principal Paying Agent.
Summary in respect of the Issuer
Information about SAP AG
SAP AG is a German stock corporation (Aktiengesellschaft). It is registered with the Commercial Register (Handelsregister)
of the Lower Court (Amtsgericht) in Mannheim under HRB 350269 under the name "SAP AG". Our legal corporate name is
"SAP AG". SAP AG is translated in English to "SAP Corporation". Our principal executive offices, headquarters and regis-
tered office are located at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany. Our telephone number is: +49-6227-7-47474.
Selected Financial Information
The following table sets out selected financial information relating to the SAP Group. The information has been extracted
from the audited consolidated financial statements of SAP AG for the fiscal years ended 31 December 2009 and 2008 and
the unaudited interim financial reports of SAP Group for the six months ended 30 June 2010 and 2009. These consolidated
financial statements of SAP AG have been prepared in accordance with the International Financial Reporting Standards as
adopted by the EU (IFRS).

1
January 30 1 January 30 Financial year
Financial year
June 2010
June 2009
ended 31 December ended
2009
31 December 2008
EUR in million
Total revenue
5,403
4,974
10,672
11,575
Operating profit
1,331
948
2,588
2,701
Profit after tax
878
622
1,750
1,848

30 June 2010

31 December 2009
31 December 2008
Cash and cash equivalents
3,605

1,884
1,280
Total assets
15,672

13,374
13,900
Total equity
8,971

8,491
7,171
Issued capital
1,227

1,226
1,226
Current bank loans
68

4
2,319
Non-current bank loans
2

2
2
Private Placement transaction
697

697
0
Bond
995

0
0
Organisational Structure
As of 30 June 2010, SAP AG was the parent company of 157 subsidiaries. Our subsidiaries perform various tasks such as the
distribution of SAP Group's products and providing SAP services on a local basis, research and development, customer
support, marketing, and administration. Our primary research and development facilities, the overall group strategy and the
corporate administration functions are concentrated at our headquarters in Walldorf, Germany.
Business Overview/Principal Activities
SAP AG is one of the leading international providers of business software and, based on market capitalization, the world's
third-largest independent software manufacturer (according to SAP AG). SAP Group has more than 102,500 customers in
over 120 countries and employs more than 48,000 people at locations in more than 50 countries in the European, Middle
East, and Africa (EMEA), Americas, and Asia Pacific Japan (APJ) regions.

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Our core business is selling licenses for software solutions and related services. Our solutions, which cover standard business
applications and technologies as well as specific industry applications, are designed to help companies make their business
processes more efficient and agile and create sustainable new value.
The SAP product portfolio features the following key software applications, which are delivered through multiple deploy-
ment and consumption options:
· The SAP Business Suite software, for large organizations and international corporations. The software supports
core business operations ranging from supplier relationships to production to warehouse management, sales, and
all administrative functions, through to customer relationships. There are several industry specific solutions, for in-
stance banking, insurance, high tech, oil and gas, utilities, chemicals, healthcare, retail, consumer products, and the
public sector.
· SAP Business All-in-One solutions, the SAP Business ByDesign solution, and the SAP Business One application,
which address the needs of small businesses and midsize companies.
· The SAP BusinessObjects portfolio, which covers a variety of demands from small to large companies with solu-
tions for business users, who need to analyze and report information, make informed strategic and tactical deci-
sions, build business plans, and manage risk and compliance.
· SAP solutions for sustainability to help enable organizations' sustainability initiatives. These solutions include the
measurement of sustainability key performance indicators, energy and carbon management, and solutions for
product safety, environment, health, and safety.
· The SAP NetWeaver technology platform, which integrates information and business processes across diverse
technologies and organizational structures.
In addition, we offer consulting, maintenance, and training services for our software solutions. We develop our products in
close cooperation with customers and independent business partners.
In 2009, our revenue from software and software-related services amounted to EUR 8,198 million or 77 per cent. of the total
revenue, the revenue from consulting amounted to EUR 2,074 million or 19 per cent. and the revenue from training and
other revenue amounted to EUR 400 million or 4 per cent.
In the first half year of 2010, our revenue from software and software-related services amounted to EUR 4,205 million or 78
per cent. of the total revenue, the revenue from consulting amounted to EUR 1,007 million or 19 per cent. and the revenue
from training and other revenue amounted to EUR 191 million or 3 per cent.
Acquisition of Sybase, Inc.
On 12 May 2010, SAP AG's subsidiary, SAP America, Inc. ("SAP America") and its subsidiary Sheffield Acquisition Corp.
entered into the Merger Agreement with Sybase, Inc., a Delaware, U.S.A. corporation ("Sybase"), for the acquisition of all
outstanding equity securities of Sybase (the "Sybase Acquisition"). Pursuant to the Merger Agreement, SAP America
agreed to acquire through one or more wholly-owned subsidiaries all of the outstanding equity securities of Sybase at a cash
purchase price of USD 65.00 per Sybase share. The transaction represents an enterprise value of approximately USD 5.8
billion. Sybase reported revenues for the fiscal year ended 31 December 2009 of approximately USD 1.17 billion.
On 20 July 2010, SAP AG obtained approval from the European Commission for the acquisition of Sybase, which satisfied
the final regulatory condition to the tender offer. The tender offer expired on 26 July 2010 at 9:00 p.m. (New York City
time) and SAP AG indirectly acquired approx. 92.1 per cent. of the equity securities of Sybase. SAP AG intends to effect a
short-form merger under Delaware law as promptly as practicable, without the need for a meeting of Sybase stockholders.
After the merger, Sybase will be a wholly owned subsidiary of SAP America, and Sybase shares will cease to be traded on
the NYSE.
SAP AG will finance the Sybase Acquisition with its own cash and by issuance of the Notes and/or drawing under the terms
of a EUR 2,750,000,000 dual-currency term loan facility agreement intended to be entered into on 21 May 2010 with a
syndicate of banks, including, inter alia, Barclays Bank PLC and Deutsche Bank Luxembourg S.A., with Barclays Bank
PLC and Deutsche Bank AG as mandated lead arrangers and bookrunners. SAP AG will use the proceeds from the Notes to
finance the Sybase Acquisition and/or to fully or partly prepay and/or cancel the dual-currency term loan facility agreement.
Administrative, Management and Supervisory Bodies
The Executive Board of SAP AG is responsible for the management of SAP AG's business; the Supervisory Board super-
vises the Executive Board and appoints its members.
The Executive Board of SAP AG consists of the following members: Bill McDermott (Co-CEO), Jim Hagemann Snabe (Co-
CEO), Werner Brandt, Gerhard Oswald, Vishal Sikka and Angelika Dammann.

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The members of SAP AG's Supervisory Board are: Prof. Dr. h.c. mult. Hasso Plattner (Chairman), Lars Lamadé (Deputy
Chairman), Pekka Ala-Pietilä, Thomas Bamberger, Panagiotis Bissiritsas, Willi Burbach, Prof. Dr. Wilhelm Haarmann,
Peter Koop, Christiane Kuntz-Mayr, Bernard Liautaud, Dr. Gerhard Maier, Dr. h.c. Hartmut Mehdorn, Prof. Dr.-Ing. Dr. h.c.
mult. Dr.-Ing. E.h. mult. Joachim Milberg, Dr. Erhard Schipporeit, Stefan Schulz and Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus
Wucherer.
Share Capital
SAP AG's share capital amounts to EUR 1,226,664,132 and is divided into 1,226,664,132 ordinary bearer shares, each with a
notional value of EUR 1.00. All shares are fully paid in.
As of 30 June 2010, SAP AG held 38,213,515 treasury shares, which correspond to 3.12 per cent. of the total share capital.
Significant change in the Group's financial or trading position
Other than as disclosed herein, there has been no significant change in the financial or trading position of SAP Group since
the date of the last published unaudited interim financial report (30 June 2010).
Summary in respect of Risk Factors
Summary of Risk Factors regarding SAP Group
The following is a summary of risk factors that may affect SAP AG's ability to fulfil its obligations under the Notes.
·
The widespread uncertainty in the global economy and in political conditions has negatively impacted
our business, financial position, income, and cash flows, and may continue to do so in the future.
·
Our global business activities subject us to regulatory requirements and economic and other risks that
could harm our business, financial position, income, or cash flows.
·
Social and political instability, caused for example by terrorist attacks, war or international hostilities,
pandemic disease outbreaks, or natural disasters, could negatively impact our business.
·
If our established customers do not buy additional software products, renew maintenance agreements, or
purchase additional professional services, our business, financial position, income, or cash flows could
be negatively impacted.
·
Our market share and income may decline due to the intense competition and consolidation in the soft-
ware industry.
·
Demand for our new products may not develop as planned and our midmarket strategy may not be suc-
cessful.
·
If we fail to develop new relationships and enhance existing relationships with channel partners, soft-
ware suppliers, system integrators, value-added resellers, and independent software vendors (ISVs) that
contribute to the sale of our products and services, our business, financial position, income, or cash flows
may be adversely impacted.
·
If we do not effectively manage our geographically dispersed workforce, our business may not operate
efficiently, and this could have a negative impact on our income.
·
If we are unable to attract and retain management and employees with specialized knowledge and tech-
nology skills, we may not be able to manage our operations effectively or develop successful new prod-
ucts and services.
·
SAP AG is exposed to risks relating to the proposed acquisition of Sybase, Inc.
·
If (i) unexpected difficulties were to arise in the course of the acquisition and/or the integration of Sy-
base, Inc. or (ii) its business under SAP AG's ownership failed to develop as expected, SAP AG could be
forced in the future to recognize impairment losses on the intangible assets acquired and/or the goodwill
of the cash-generating unit(s) to which the goodwill resulting from the business combination was allo-
cated to.
·
In the event, and following the consummation, of the acquisition of Sybase, Inc., SAP AG will be ex-
posed to risks associated with the business of Sybase, Inc., some of which SAP AG may not presently be

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aware of, and SAP AG in general will not have warranty claims against Sybase, Inc. or its shareholders
for any such risks.
·
We might not integrate acquired companies effectively or successfully and our strategic alliances might
not be successful.
·
Both in Germany and in the United States, corporate governance laws have become much more onerous.
·
Principal shareholders may be able to exert control over our future direction and operations.
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U.S. judgments may be difficult or impossible to enforce against us or our Board members.
·
SAP Group's sustainability strategy may be difficult to maintain, and a failure by us to meet customer or
partner expectations or generally accepted sustainability standards could have an adverse impact on our
results of operations, our business and our reputation.
·
We may not be able to prevent unauthorized disclosure of our future strategies, technologies, and prod-
ucts, or of information that is subject to data protection or privacy law, and such disclosure may harm
our business.
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Our revenue mix may vary and may negatively impact our profit margins.
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The economic crisis has led to an increased risk of default on receivables and financial assets and may
negatively impact our financial assets. A continuation or deepening of the economic crisis may lead to
more such losses.
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Our future liquidity may be impacted by a negative development in the global economy.
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Management's use of estimates may affect our income and financial position.
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Current and future accounting pronouncements and other financial reporting standards, especially but not
only concerning revenue recognition, may adversely affect the financial information we present.
·
Our sales are subject to quarterly fluctuations and our sales forecasts may not be accurate, which could
cause our revenue and results of operations to fall below our expectations.
·
Because we conduct operations throughout the world, our assets, income, or cash flows may be affected
by currency and interest-rate fluctuations.
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The cost of using derivative instruments to hedge share-based compensation plans may exceed the bene-
fits of hedging them.
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Implementation of SAP software often involves a significant commitment of resources by our customers
and is subject to a number of significant risks over which we often have no control.
·
Undetected security flaws in our software may be exploited by other persons, damaging SAP Group or
its customers.
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We use technologies under license from third parties. Losing these technologies could delay implemen-
tation of our products or force us to pay higher license fees.
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If we are unable to keep up with rapid technological innovations, we may not be able to compete effec-
tively.
·
Undetected defects or delays in new products and product enhancements may result in increased costs to
us and reduced demand for our products.
·
Our SAP NetWeaver technology platform strategy may not succeed or may make some of our products
less desirable.
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Third parties may claim we infringe their intellectual property rights; that could result in damages being
awarded against us and limit our ability to utilize certain technologies in the future.
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Claims and lawsuits against us may have adverse outcomes.

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