Obligation SAPE SE 0.375% ( XS2176715667 ) en EUR

SAPE SE

100 % ▲

Allemagne

XS2176715667 ( en EUR )

0.375% par an ( paiement annuel )

18/05/2029 - Obligation échue

Prospectus brochure de l'obligation SAP SE XS2176715667 en EUR 0.375%, 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 XS2176715667, paye un coupon de 0.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/05/2029

Prospectus dated 13 May 2020

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 18 May 2020
EUR 600,000,000 0.000 per cent. Notes due 17 May 2023
EUR 600,000,000 0.125 per cent. Notes due 18 May 2026
EUR 800,000,000 0.375 per cent. Notes due 18 May 2029
The notes due 17 May 2023 (the "2023 Notes") bear interest on their principal amount from 18 May 2020 at a fixed rate of
0.000 per cent. per annum payable in arrear on 17 May in each year, the notes due 18 May 2026 (the "2026 Notes") bear
interest on their principal amount from 18 May 2020 at a fixed rate of 0.125 per cent. per annum payable in arrear on 18 May
in each year and the notes due 18 May 2029 (the "2029 Notes" and, together with the 2023 Notes and the 2026 Notes, the
"Notes") bear interest on their principal amount from 18 May 2020 at a fixed rate of 0.375 per cent. per annum payable in
arrear on 18 May 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 2023 Notes will be redeemed at par on 17 May
2023, the 2026 Notes will be redeemed at par on 18 May 2026 and the 2029 Notes will be redeemed at par on 18 May 2029.
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 (Bourse
de Luxembourg). 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,
"MiFID II").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation (EU)
No 1129/2017 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation").
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 Secteur Financier, Luxembourg ("CSSF") in its
capacity as competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should
neither be considered as an endorsement of the Issuer that is subject of this Prospectus nor of the quality of the securities that
are the subject of this Prospectus. By approving this Prospectus, the CSSF gives no undertaking as to the economic and
financial soundness of the transaction or the quality or solvency of the Issuer in line with the provisions of Article 6 (4) of the
Luxembourg law on prospectuses for securities. Investors should make their own assessment as to the suitability of investing
in the Notes.
This Prospectus will be valid until 13 May 2021 and may in this period be used for admission of the Notes to trading on a
regulated market. In case of a significant new factor, material mistake or material inaccuracy relating to the information
included in this Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to
this Prospectus without undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer
to supplement this Prospectus will cease to apply once the Notes have been admitted to trading on the regulated market of the
Luxembourg Stock Exchange and at the latest upon expiry of the validity period of this Prospectus.
Sole Global Coordinator and Joint Lead Manager
Deutsche Bank
Joint Lead Managers
Barclays
BofA Securities
Citigroup
Commerzbank
Helaba
Landesbank Baden-Württemberg
RBC Capital Markets
Société Générale Corporate & Investment Banking
Standard Chartered 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.
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, does not form part of this Prospectus and has not been scrutinized or approved by the CSSF.
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 authorized 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 authorized 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 this 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.
Solely for the purposes of each 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 MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties
- iii -

and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' 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 manufacturers' 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") or in the United Kingdom
("UK"). 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 2016/97/EU (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. 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 comes 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 UK, 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 authorized or to any person to whom it is unlawful to make such an offer
or solicitation.
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AKTIENGESELLSCHAFT
(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, STABILIZATION MAY NOT NECESSARILY
OCCUR. ANY STABILIZATION 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 STABILIZING 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.

- iv -

TABLE OF CONTENTS
RISK FACTORS ............................................................................................................................................................ 6
Risk factors in respect of SAP SE ..................................................................................................................... 6
Risk Factors in Respect of the Notes ............................................................................................................... 21
TERMS AND CONDITIONS FOR THE 2023 NOTES, THE 2026 NOTES AND THE 2029 NOTES ................ 23
GENERAL INFORMATION ABOUT THE ISSUER .............................................................................................. 47
TAXATION ................................................................................................................................................................... 64
SUBSCRIPTION AND SALE ..................................................................................................................................... 69
Subscription ...................................................................................................................................................... 69
Selling Restrictions ........................................................................................................................................... 69
General ............................................................................................................................................. 69
Prohibition of Sales to EEA and UK Retail Investors .................................................................... 69
United States of America (the "United States") ............................................................................. 69
Selling Restrictions Addressing Additional United Kingdom Securities Laws .............................. 70
France .............................................................................................................................................. 70
Japan ................................................................................................................................................ 71
GENERAL INFORMATION ...................................................................................................................................... 72
Listing and Admission to Trading .................................................................................................................. 72
Authorization .................................................................................................................................................... 72
Use of Proceeds ................................................................................................................................................. 72
Method to determine the yield......................................................................................................................... 72
Credit Rating .................................................................................................................................................... 72
Expenses ............................................................................................................................................................ 73
Clearing ............................................................................................................................................................. 73
Form of the Notes ............................................................................................................................................. 73
Litigation and claims ........................................................................................................................................ 73
Significant Change in the financial position ................................................................................................... 75
Trend Information ........................................................................................................................................... 75
Documents on Display ...................................................................................................................................... 75
INCORPORATION BY REFERENCE ...................................................................................................................... 76
NAMES AND ADDRESSES ........................................................................................................................................ 78

- v -

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. Additional risks which SAP SE is not currently aware of or
which SAP SE currently believes are immaterial, 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
Global Economic and Political Environment: Uncertainty in the global economy, financial markets, social and
political instability caused by state-based conflicts, terrorist attacks, civil unrest, war, international hostilities,
natural disasters or pandemic diseases (such as the current COVID-19 pandemic caused by the SARS-CoV-2 virus)
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 external factors that are difficult to predict and beyond our
influence and control. Any of these factors could have a significant adverse effect on the overall economy as well as on
our business.
The following potential events, among others, could bring risks to SAP's business:
-
General economic, political, social, environmental, market conditions, and unrest (for example, United
StatesChina supply chain restrictions, United StatesNorth Korea conflicts, western pressure on Iran,
UK/Brexit, unrest in Hong Kong)
-
Continued deterioration in global economic conditions (impact on accurate forecast) or budgetary constraints
of national governments
-
Confrontations, frictions, trade or tariff conflicts such as those between the United States and China, with
potential global implications as indicated by signs of a widespread economic slowdown, maybe even leading
to a recession
-
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, civil unrest, natural disasters, or pandemic diseases (e.g. the current
COVID-19 pandemic caused by the SARS-CoV-2 virus) impacting our business
-
Regional conflicts, which may affect data centers as critical infrastructure assets
The current COVID-19 pandemic and its potential impact on the global economy may affect our ability to meet our
financial targets. As the impact of the current COVID-19 crisis rapidly intensified towards the end of the first quarter
of 2020, a significant amount of new business was postponed. This is reflected, in particular, in a significant decrease
in our software licenses revenue in the first quarter of 2020 compared to the first quarter of 2019. Due to the current
uncertainty regarding the duration and severity of the COVID-19 pandemic, it is difficult to predict the impact of the
COVID-19 crisis on our business and results of operations.
Any of these events could limit our ability to reach our targets as they could have a negative effect on our business
operations, financial position, profit, and cash flows.
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International Laws and Regulations: 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. 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.
Our business in these more than 180 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 external reporting standards and tax laws including, but not limited to, conflict and overlap
among tax regimes as well as the introduction of new tax concepts that harm digitized business models
-
Discriminatory, protectionist, or conflicting fiscal policies and tax laws, such as certain protectionist
measures included in the U.S. Tax Reform which was enacted at the end of 2017, with some provisions still
awaiting final regulations to provide guidance on compliance
-
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 or China),
counter or even conflicting sanctions (such as in the United States and 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, as for example the EU General Data Protection
Regulation (GDPR) or China's Cyber Security Law, 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)) or other compliance
requirements (such as Service Organization Controls (SOC))
-
Expenses associated with the localization of our products and compliance with local regulatory requirements
-
Difficulties enforcing intellectual property and contractual rights in certain jurisdictions
As we expand into new countries and markets and/or extend our business activities in these markets, including
emerging and high-risk 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.
SAP has received communications and whistleblower information alleging conduct that may violate anti-bribery laws
in the United States (including the U.S. Foreign Corrupt Practices Act ("FCPA")), and other countries. The Office of
Ethics and Compliance (OEC), formerly the Legal Compliance and Integrity Office, of SAP is conducting
investigations with the assistance of an external law firm and voluntarily advised the U.S. Securities and Exchange
Commission (U.S. SEC) and the U.S. Department of Justice (U.S. DOJ), as well as local authorities where potential
violations are being investigated. The investigations and dialogue between SAP and the local authorities and the U.S.
SEC and U.S. DOJ are ongoing.
The alleged conduct may result in monetary penalties or other sanctions under the FCPA and/or other anti-bribery
laws. In addition, SAP's ability to conduct business in certain jurisdictions could be negatively impacted. The
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comprehensive and exhaustive investigations and the corresponding remediation activities are still ongoing.
Considering the complexity of individual factors and the large number of open questions, it is impossible at this point
in time to assess the risk of a financial impact.
Furthermore, we continue to investigate separate allegations regarding conduct that certain SAP partners violated SAP
contractual terms and sold SAP products and services in embargoed countries. These SAP partners presumably did not
adhere to SAP's strict procedures for indirect business activities. To the extent any company independent from SAP
chooses not to follow SAP's licensing procedures, SAP is ultimately limited in its ability to stop their activities. SAP
devotes considerable resources to prevent and mitigate such activities should they occur. We are also investigating
allegations regarding direct sales from SAP to certain customers, who may have engaged in unauthorized activities in
embargoed countries. The investigations are being conducted by SAP's OEC and SAP's Export Control team, with the
assistance of an external law firm and forensic advisors.
In this context, SAP voluntarily self-disclosed potential export controls and economic sanctions violations to the U.S.
DOJ and the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC) in September 2017. At the same
time, SAP provided notification to the U.S. SEC and responded to an SEC comment letter on export restriction matters
in October 2017. SAP has also provided disclosure to the U.S. Department of Commerce's Bureau of Industry and
Security (BIS) based on the same alleged facts. Finally, pursuant to Section 219 of the U.S. Iran Threat Reduction and
Syria Human Rights Act of 2012 and Section 13(r) of the U.S. Securities Exchange Act of 1934, SAP has filed the
required Iran Notice with the U.S. SEC. The alleged conduct may result in monetary penalties or other sanctions under
U.S. sanctions and export control laws.
Legal and IP: 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 assert intellectual
property infringement claims. Moreover, protecting and defending our intellectual property is crucial to our success.
The outcome of litigation and other claims or lawsuits is intrinsically uncertain and could lead, for example, to the
following risks:
-
Claims and lawsuits might be brought against us, including claims and lawsuits involving customers or
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
authorization 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 unauthorized third-party
copying or utilization. Adverse outcomes to some or all of the claims and lawsuits pending against us might result in
- 8 -

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 International Financial Reporting Standards as adopted by the EU (IFRS).
Data Protection and Privacy: Non-compliance with increasingly complex and stringent, sometimes even conflicting,
applicable data protection and privacy laws or failure to adequately meet the contractual 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, and could have a material adverse effect on our financial performance
and our business in general.
As a global software and service provider, SAP is required to comply with local laws wherever SAP does business.
One of the latest major harmonizations of European data protection laws has been the General Data Protection
Regulation (GDPR).
Furthermore, evolving regulations and new laws globally (such as the California Consumer Privacy Act and the EU's
proposed e-Privacy Regulation) regarding data protection and privacy or other standards increasingly aimed at the use
of personal information, such as for marketing purposes and the tracking of individuals' online activities, may impose
additional burdens for SAP due to increasing compliance standards that could restrict the use and adoption of SAP's
products and services (in particular cloud services) and make it more challenging and complex to meet customer
expectations.
This could lead to increased risks for SAP, which could harm SAP's business and limit SAP's growth.
Non-compliance with applicable data protection and privacy laws by SAP and/or any of the sub-processors engaged by
SAP within 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, or unlimited fines
-
Damage claims by customers
-
Harm to SAP's reputation
-
Increased complexity in times of digitalization with regards to legal requirements in the context of cross-
border data transfer
-
Lack of digital frameworks such as in the context of machine learning or artificial intelligence could lead to
distortion of individual data or information.
In addition, the German Federal Office for the Protection of the Constitution and security industry experts have warned
of risks related to a globally growing number of cybersecurity attacks aimed at obtaining or violating company data
including personal data. We anticipate cyberattack techniques to continue to evolve and increase in sophistication,
- 9 -

which could make it difficult to anticipate, prevent, detect, and mitigate attacks and intrusions, thus leading, for
example, to risks in the following areas, among others:
-
A globally increasing number of threat actor attacks aimed at obtaining or violating company data including
personal data as observed in recent prominent cases of cyberattacks where the use of ransomware was the
preferred method of threat actors
-
Damage claims by customers
-
Harm to SAP's reputation
Any one or more of these events could have a material adverse effect on our business, financial position, profit, and
cash flows.
Corporate Governance and Compliance Risks
Ethical Behavior: Unethical behavior and non-compliance with our integrity standards by employees, other
individuals, partners, or entities associated with SAP 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. This commitment is formalized in SAP's Code of
Business Conduct and supporting guidelines.
However, we might for instance encounter the following risks:
-
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 conduct
-
Unethical and fraudulent behavior by individual employees, other individuals, partners, or entities associated
with SAP leading to criminal charges, fines, and claims by affected parties
-
Collusion with external third parties, for example by aiding in securing business
-
Fraud and corruption, especially in countries with a low Corruption Perceptions Index score and particularly
in emerging markets
-
Increased scrutiny of public sector transactions in territories exposed to a high risk of corruption
-
Increased exposure and impact on business activities in highly regulated industries such as public sector,
healthcare, banking, or insurance
Any one or more of these events could have an adverse effect on our business, reputation, financial position, share
price, profit, and cash flows.
Unauthorized Disclosure of Information: Our controls and efforts to prevent the unauthorized 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:
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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
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Requirement to notify multiple regulatory agencies and comply with applicable regulatory requirements and,
where appropriate, the data owner
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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.
Environment and Sustainability: 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:
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Failure to meet customer, partner, or other stakeholder expectations or generally accepted standards on
climate change, energy constraints, and our social investment strategy
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Failure to achieve communicated targets for greenhouse gas emissions
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Failure to maintain our rating in sustainable investment indexes
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.
Financial Risks
Insurance: Our insurance coverage might not be sufficient and uninsured losses may occur.
We maintain insurance coverage to protect us against a broad range of risks, at levels we believe are appropriate and
consistent with current industry practice. Our objective is to exclude or minimize risk of financial loss at reasonable
cost.
Nevertheless, we could still be subject to risks in the following areas, among others:
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Losses that might be beyond the limits, or outside the scope of coverage of our insurance and that may limit
or prevent indemnification under our insurance policies
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Inability to maintain adequate insurance coverage on commercially reasonable terms in the future
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Certain categories of risks that are currently not insurable at reasonable cost
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No assurance of the financial ability of the insurance companies to meet their claim payment obligations
Any one or more of these events could have an adverse effect on our business, financial position, profit, and cash
flows.
Sales and Revenue Conditions: 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:
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Challenges in pipeline development and realization
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Long sales cycles for many of our products
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Timing issues with respect to the introduction of new products and services or product and service
enhancements by SAP or our competitors
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Large size, complexity, and extended settlement of individual customer transactions
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Introduction/adaptation of licensing and deployment models such as cloud subscription models
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Adoption of, and conversion to, new business models, leading from upfront payment models to an increase in
pay-per-use or subscription-based payment models, thus the respective service period typically ranges from
one to three years, and goes up to five years
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