SAP SE (Form: S-8, Received: 09/01/2016 16:17:47)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SAP SE

(Exact name of registrant as specified in its charter)

Federal Republic of Germany

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

(Address of principal executive offices; Zip Code)

Own SAP Plan

(Full title of plan)

Wendy Boufford

c/o SAP Labs LLC

3410 Hillview Avenue

Palo Alto, CA 94304

(Tel) 1-650-849-4000

(Name, address and telephone number, including area code, of agent for service)

Copy to:

A. Peter Harwich

Allen & Overy LLP

1221 Avenue of the Americas

New York, NY 10020

(212) 610-6300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)
Ordinary Shares of SAP SE, without nominal value	5,679,902	$86.68	$492,333,905.36	$49,578.02

(1)

The number of Ordinary Shares being registered also includes an indeterminate number of Ordinary Shares that may be offered and issued as a result of stock splits, stock dividends or similar anti-dilution adjustments of the outstanding Ordinary Shares in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Estimated in accordance with Rule 457(h)(1) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based upon the average of the high and low price per Ordinary Shares reported on Xetra, the electronic trading platform of Deutsche Boerse AG, on August 29, 2016 translated into U.S. dollars at an exchange rate of €1 to $ 1.12, the euro foreign exchange reference rate as published by the European Central Bank on that date.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428(b)(1) under the Securities Act, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Own SAP Plan (the “Plan”) covered by this Registration Statement as required by Rule 428(b)(1). Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) prospectus.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated by reference herein and shall be deemed to be part hereof:

(a)

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the Commission on March 29, 2016.

(b)

All other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2015, including any reports on Form 6-K, including without limitation the Registrants reports on Form 6-K, furnished to the Commission on January 12, 2016, January 25, 2016, February 22, 2016, April 5, 2016, April 6, 2016, April 12, 2016, April 21, 2016, May 23, 2016 and July 26, 2016; and

(c)

The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 3, 2001, including any amendment or report filed for the purpose of updating such description.

All documents filed with or furnished to the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including any Annual Report on Form 20-F and reports on Form 6-K, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date such reports are filed or furnished, as applicable.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the Ordinary Shares to be transferred under the Plan has been passed upon for the Registrant by Michael Junge, General Counsel of SAP SE. Mr. Junge is a full time employee of the Registrant. Mr. Junge currently beneficially owns less than 0.001% of the Registrant’s outstanding Ordinary Shares.

Item 6. Indemnification of Directors and Officers.

A Societas Europaea with registered seat in Germany may only indemnify members of its Executive Board or its Supervisory Board in limited circumstances. A Societas Europaea with registered seat in Germany may purchase directors’ and officers’ insurance. The Registrant maintains liability insurance for members of its Executive Board and members of its Supervisory Board in connection with their activities on the Registrant’s behalf, including against liabilities under the Securities Act and the Exchange Act. With the exception of this liability insurance, there are no statutes, charters, provisions, by-laws, contracts or other arrangements under which any director or officer of the Registrant is insured or indemnified in any manner against liability which he or she may incur in his capacity as such.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits


Exhibit		Description

4.1		Articles of Incorporation ( Satzung ) of SAP SE, as amended as of May 12, 2016.

4.2		Own SAP Plan.

5.1		Opinion of Michael Junge of the Registrant’s Corporate Legal Department as to the legality of the Ordinary Shares covered by this Registration Statement.

23.1		Consent of Michael Junge (included in Exhibit 5.1).

23.2		Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm.

24.1		Powers of Attorney (included on the signature page of this Registration Statement).

Item 9. Undertakings

(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on August 30, 2016.


SAP SE (Registrant)

By:		/s/ Bill McDermott
		Bill McDermott
		Chief Executive Officer

By:		/s/ Luka Mucic
		Luka Mucic
		Chief Financial Officer

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bill McDermott and Luka Mucic, and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all subsequent registration statements pursuant to Instruction E of Form S-8 under the Securities Act, and any and all amendments (including post-effective amendments) to this Registration Statement or any such subsequent registration statement, and to file such subsequent registration statements and such amendments with all exhibits thereto and other documents in connection therewith with the Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signatures	Title	Date

/s/ Bill McDermott Bill McDermott	Chief Executive Officer and Member of the Executive Board (principal executive officer)	August 30, 2016

/s/ Luka Mucic Luka Mucic	Chief Financial Officer and Member of the Executive Board (principal financial and accounting officer)	August 30, 2016

/s/ Rob Enslin Rob Enslin	Member of the Executive Board	August 30, 2016

/s/ Michael Kleinemeier Michael Kleinemeier	Member of the Executive Board	August 30, 2016

/s/ Bernd Leukert Bernd Leukert	Member of the Executive Board	August 30, 2016

/s/ Gerhard Oswald Gerhard Oswald	Member of the Executive Board	August 30, 2016

/s/ Stefan Ries Stefan Ries	Member of the Executive Board	August 30, 2016

/s/ Steve Singh Steve Singh	Member of the Executive Board	August 30, 2016

/s/ Wendy Boufford Wendy Boufford	Authorized U.S. Representative	August 30, 2016

INDEX TO EXHIBITS


Exhibit		Description

4.1		Articles of Incorporation ( Satzung ) of SAP SE, as amended as of May 12, 2016.

4.2		Own SAP Plan.

5.1		Opinion of Michael Junge of the Registrant’s Corporate Legal Department as to the legality of the Ordinary Shares covered by this Registration Statement.

23.1		Consent of Michael Junge (included in Exhibit 5.1).

23.2		Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm.

24.1		Powers of Attorney (included on the signature page of this Registration Statement).

Exhibit 4.1

Articles of Incorporation of

SAP SE

Registered and domiciled in Walldorf, Germany

I. General Provisions

Section 1

Corporate Name, Registered Office and Domicile, and Period of Incorporation

1.	The name of the Company is: SAP SE.

2.	The Company’s registered office and domicile is in Walldorf, Germany.

3.	The Company is incorporated for an indefinite period of time.

Section 2

Corporate Purpose

1.	The corporate purpose of the Company is direct or indirect activity in the area of development, production, and marketing of products and the provision of services in the field of information technology, and particularly in the following fields:

•

developing and marketing integrated product and service solutions for e-commerce;

•

developing software for information technology and the licensing of its use to others;

•

organization and deployment consulting, as well as user training, for e-commerce and other software solutions;

•

selling, leasing, renting, and arranging the procurement and provision of all other forms of use of information technology systems and relevant accessories;

•

making capital investments in enterprises active in the field of information technology to promote the opening and advancement of international markets in the field of information technology.

The Company is authorized to act in all the business areas listed in paragraph 1 and to delegate such activities to affiliated enterprises within the meaning of Sections 15 ff. of the German Stock Corporation Act ( Aktiengesetz ; “ AktG ”); in particular the Company is authorized to delegate its business in whole or in parts to such enterprises. The Company is authorized to establish branch offices in Germany and other countries, to found, acquire, and invest in other companies of the same or a related kind and to enter into collaboration and joint venture agreements. The Company is further authorized to invest in enterprises of all kinds principally for the purpose of placing financial resources. The Company is authorized to dispose of investments, to consolidate the management of enterprises in which it participates, to enter into affiliation agreements with such enterprises, or to do no more than manage its shareholding.

3.	The Company is authorized to take all actions and measures that are consistent with the corporate purpose or that directly or indirectly further the corporate purpose.

Section 3

Official Notices and the Transfer of Information

Unless otherwise provided by law, the Company’s official notices shall be made by publication in the German Federal Gazette ( Bundesanzeiger ) exclusively. To the extent that declarations or information are required by law to be made accessible to the shareholders without a specific form being determined for such purpose, publication on the Company’s Internet site shall be sufficient.

2.	Information may also be transmitted to the Company’s shareholders by means of telecommunication, insofar as this is legally permissible.

II. Capital Stock and Shares

Section 4

Capital Stock

1.	The Company has capital stock of € 1,228,504,232 and is divided into 1,228,504,232 no-par value ordinary shares. The capital stock was paid up by way of conversion of SAP AG to a European Company (SE).

2.	The shares are no-par value shares. They are in bearer form.

Subject to the consent of the Supervisory Board, the Executive Board shall determine the form of the share certificates, dividend coupons, and renewal coupons, as well as bonds and interest coupons. The Company may combine single shares into share certificates representing a majority of shares (multiple-share certificates). Shareholders are not entitled to share certificates.

4.	When new shares are issued, the commencement of dividend entitlement in respect of these new shares may be determined in derogation of Section 60 (2) AktG.

The Executive Board is authorized, subject to the consent of the Supervisory Board, to increase the Company’s capital stock, on one or more occasions on or before May 19, 2020, by an aggregate amount of up to € 250 million against contributions in cash by issuing new no-par value bearer shares (Authorized Capital I). The new shares are to be offered to the shareholders for subscription, with an indirect subscription right within the meaning of Section 186 (5) sentence 1 AktG being sufficient in this context. The Executive Board is authorized, however, subject to the consent of the Supervisory Board, to exclude fractional shares from the shareholders’ subscription rights. The Executive Board is further authorized, subject to the consent of the Supervisory Board, to determine the further details of the implementation of capital increases from Authorized Capital I. The Supervisory Board is authorized to amend the wording of the Articles of Incorporation after the full or partial implementation of the capital stock increase from Authorized Capital I or after the expiration of the authorization period to reflect the volume of the capital increase from Authorized Capital I.

The Executive Board is authorized, subject to the consent of the Supervisory Board, to increase the capital stock on one or more occasions on or before May 19, 2020, by an aggregate amount of up to € 250 million against contributions in cash or in kind by issuing new no-par value bearer shares (Authorized Capital II). An indirect subscription right within the meaning of Section 186 (5) sentence 1 AktG may also ensure compliance with the statutory shareholders’ subscription right. The Executive Board is authorized, subject to the consent of the Supervisory Board, to exclude the shareholders’ statutory subscription rights in the following circumstances:

•

in respect of fractional shares;

•

insofar as required in order to grant subscription rights to new shares to holders and/or beneficiaries of conversion and/or option rights or obligors under conversion and/or option obligations under bonds issued by the Company or a group company in the same volume as they would be entitled to if they exercised their conversion and/or option rights or fulfilled their conversion and/or option obligations;

•

where the capital is increased against contributions in cash and the total pro rata amount of capital stock represented by the new shares in respect of which the shareholders’ subscription rights are excluded does not exceed 10% of the Company’s capital stock existing on May 20, 2015, or at the time the authorization is registered in the commercial register or at the time the new shares are issued and the issue price of the new shares is not substantially (within the meaning of Section 203 (1) and (2) and Section 186 (3) sentence 4 AktG) below the trading price of listed shares of the same class carrying the same rights at the time the Executive Board finally determines the issue price; for the purpose of calculating the 10% threshold, the pro rata amount of capital stock represented by any new or repurchased shares that were issued or sold after May 20, 2015, subject to the simplified exclusion of shareholders’ subscription rights pursuant to or in accordance with Section 186 (3) sentence 4 AktG and the pro rata amount of capital stock to which any conversion or option rights or obligations relate under bonds that were issued on or after May 20, 2015, by applying Section 186 (3) sentence 4 AktG mutatis mutandis must be deducted;

•

where the capital is increased against contributions in kind for the purpose of granting shares in connection with mergers with other enterprises or acquisitions of enterprises or parts thereof or interests therein or other contributable assets;

•

to implement a scrip dividend by which shareholders are given the option of contributing their dividend entitlements to the Company (either in whole or in part) as a contribution in kind against the issue of new shares from Authorized Capital II.

The aggregate pro rata amount of capital stock represented by new shares in respect of which the shareholders’ subscription rights are excluded under these authorizations, together with the pro rata amount of capital stock attributable to treasury shares or to which conversion and/or option rights or obligations relate under bonds which were sold or issued, subject to an exclusion of subscription rights, on or after May 20, 2015, must not, however, exceed 20% of the capital stock; this calculation shall be made on the basis of the amount of capital stock existing on May 20, 2015, at the time of registration of the authorization or at the time the new shares are issued, whichever is lowest. The shareholders’ subscription rights are also deemed to have been excluded if the relevant shares are sold or issued by applying Section 186 (3) sentence 4 AktG analogously or mutatis mutandis .

The Executive Board is authorized, subject to the consent of the Supervisory Board, to determine the further details of the implementation of capital increases from Authorized Capital II. The Supervisory Board is authorized to amend the wording of the Articles of Incorporation after the full or partial implementation of the capital stock increase from Authorized Capital II or after the expiration of the authorization period to reflect the volume of the capital increase from Authorized Capital II.

7.	The capital stock shall be subject to a further contingent increase by up to € 100 million by issuing up to 100 million no-par value bearer shares (Contingent Capital I). The contingent capital increase shall be implemented only to the extent that the holders or creditors of

convertible bonds or warrants under warrant-linked bonds issued or guaranteed by SAP SE or any of its direct or indirect majority holdings on or before May 11, 2021 by virtue of the authorization resolved by the annual General Meeting of Shareholders of May 12, 2016 exercise their conversion or option rights or fulfill their conversion or option obligations and no other methods for servicing these rights are used. The new shares shall in each case be issued at the conversion or option price to be determined in accordance with the above authorization resolution. The new shares shall participate in the profits as from the beginning of the fiscal year in which they are created as a result of the exercise of conversion or option rights or upon the fulfillment of the conversion or option obligation. The Executive Board shall be authorized to determine the further details of the implementation of the contingent capital increase.

III. Constitution and Management of the Company

Section 5

Governing Bodies

The Company’s governing bodies are:

a)	the Executive Board (the management organ),

b)	the Supervisory Board (the supervisory organ),

c)	the General Meeting of Shareholders.

The Executive Board

Section 6

Composition of the Executive Board

The Executive Board shall consist of at least two persons. The Supervisory Board may determine a higher number of Executive Board members. The appointment of deputy members of the Executive Board is permissible. The latter have the same rights as the full members of the Executive Board regarding the external representation of the Company.

The appointment of the full members and the deputy members of the Executive Board, the conclusion of their employment contracts, and the revocation of their appointments are the responsibility of the Supervisory Board, as are the appointment of a member of the Executive Board as chairperson of the Executive Board and the appointment of one or more member/s of the Executive Board as deputy chairperson/s of the Executive Board.

3.	The full members and the deputy members of the Executive Board will be appointed for a maximum period of five years. Reappointments are permissible.

Section 7

Rules of Procedure and Resolutions of the Executive Board

1.	The Executive Board shall unanimously adopt its own rules of procedure, unless the Supervisory Board adopts rules of procedure for the Executive Board.

2.	Resolutions of the Executive Board shall be adopted by a simple majority of votes cast, unless otherwise mandatorily prescribed by law or the Articles of Incorporation. Should a vote be tied, the chairperson of the Executive Board, if appointed, shall have the casting vote.

3.	Unless otherwise mandatorily prescribed by law or the Articles of Incorporation, the Executive Board is quorate if at least half of its members participate in passing the resolution.

Section 8

Legal Representation of the Company

The Company shall be legally represented

a)	by two members of the Executive Board;

b)	by one member of the Executive Board acting jointly with one holder of full commercial power of attorney ( Prokurist ) within the meaning of Sections 48-53 of the German Commercial Code ( Handelsgesetzbuch ; “ HGB ”).

Section 9

Limitation of the Executive Board’s Authority

The Executive Board owes a duty to the Company to adhere to the limitations imposed by the Articles of Incorporation or the Supervisory Board regarding the scope of its management authority or which result from a resolution adopted by the General Meeting of Shareholders pursuant to Section 119 AktG.

The Supervisory Board

Section 10

Composition, Term of Office

The Supervisory Board shall be composed of eighteen members. Nine members will be elected as shareholders’ representatives by the General Meeting of Shareholders without being bound by nominations. Nine members will be appointed as employees’ representatives by the SE Works Council in accordance with the agreement on the involvement of employees (Agreement on Employee Involvement) concluded in accordance with the German Act on the Involvement of Employees in European Companies ( Gesetz über die Beteiligung der Arbeitnehmer in einer Europäischen Gesellschaft ( SE-Beteiligungsgesetz; “ SEBG ”)). When the Supervisory Board members are elected or appointed (as the case may be), substitute members may be elected or appointed (as the case may be) at the same time. Reappointments are permissible.

The members of the Supervisory Board shall be appointed for a period ending with the close of the annual General Meeting of Shareholders at which the acts of the Supervisory Board were formally approved for the fourth fiscal year following commencement of the term of office, not counting the year in which their term of office commences. In any event, the term of office shall end after six years at the latest.

In derogation of paragraphs 1 and 2, the following provisions shall apply for the first Supervisory Board with regard to the employees’ representatives, as provided in the Agreement on Employee Involvement: The first employees’ representatives on the first Supervisory Board have been appointed under the Agreement on Employee Involvement. Their term of office shall end at the close of the 2015 annual General Meeting of Shareholders. The term of office of the succeeding employees’ representatives on the first Supervisory Board of SAP SE appointed subsequent to this term of office shall end at the same time as the term of office of the shareholders’ representatives on the first Supervisory Board. Paragraph 2 shall thereupon also apply to the term of office of the employees’ representatives on the Supervisory Board.

The members and substitute members of the Supervisory Board may resign from office by submitting a written statement addressed to the chairperson of the Supervisory Board or to the Executive Board observing a period of notice of four weeks. Resignation from office for cause ( aus wichtigem Grund ) with immediate effect is permitted.

Substitutes for resigning shareholders’ representatives who are not replaced by substitute members will be elected for the remaining term of office of the resigning individual. The foregoing provisions shall apply mutatis mutandis to any substitutes for resigning employees’ representatives in accordance with the Agreement on Employee Involvement.

Section 11

Duties and Responsibilities of the Supervisory Board

1.	The Supervisory Board shall have all of the duties and rights that are conferred upon it by law, the Articles of Incorporation, or otherwise. Both the Executive and Supervisory Boards shall be entitled to call a General Meeting of Shareholders.

2.	The Supervisory Board shall be authorized to amend the Articles of Incorporation where such amendments only concern the wording.

3.	The Supervisory Board shall be entitled at any time to supervise all management activities of the Executive Board and to this end to inspect and examine all books and records as well as the assets of the Company.

4.	The Executive Board shall report to the Supervisory Board continuously at least to the extent stipulated by law.

5.	The Supervisory Board may set up committees from among its members and, to the extent permitted by law, may delegate decision-making powers to them.

6.	The following transactions are subject to the prior approval of the Supervisory Board:

•

adoption of the group annual plan, which shall comprise at least the budget, the investment plan, and the liquidity planning;

•

investments in tangible fixed assets or intangible fixed assets which are either not included in the investment plan for the fiscal year and which, alone or when aggregated with other investments likewise not included, have an anticipated total volume of more than 10% of the last investment plan or which are included in the investment plan but whose volume determined in the investment plan is exceeded to such an extent that the excess amount, together with corresponding amounts of other investments exceeding the plan of the same fiscal year, if any, amounts to more than 10% of the total volume of the last investment plan;

•

acquisition and sale of enterprises and interests therein or parts thereof if the (anticipated) acquisition or sales price in an individual case exceeds 0.6% of the balance sheet total of the last group balance sheet approved by the Supervisory Board; this shall not apply to any acquisition or sale within the group;

•

incurring financial liabilities vis-à-vis companies which are not members of the group if either the volume of the individual financial liability exceeds 1.0% of the balance sheet total of the last group balance sheet approved by the Supervisory Board or if, as a result of incurring such liability, the group total of all financial liabilities incurred without the approval of the Supervisory Board and not yet repaid exceeds 3.0% of the balance sheet total of the last group balance sheet approved by the Supervisory Board;

•

concluding and amending any agreements which under applicable law or the Articles of Incorporation require the approval of the General Meeting of Shareholders.

If permitted by law, the Supervisory Board may delegate the approval competence for the above-mentioned transactions to a committee generally or in individual cases. The Supervisory Board may determine additional types of transactions which the Executive Board may only perform with the Supervisory Board’s approval.

Section 12

Declarations of Intent of the Supervisory Board

1.	Declarations of intent of the Supervisory Board and its committees shall be given on behalf of the Supervisory Board by the chairperson or – should he or she be unable to do so – by the deputy chairperson.

2.	The chairperson of the Supervisory Board or his or her deputy shall be the permanent representative of the Supervisory Board vis-à-vis third parties, especially vis-à-vis courts and authorities as well as the Executive Board.

Section 13

Chairperson and Deputy Chairperson

Following a General Meeting of Shareholders at which all members of the Supervisory Board to be elected by the General Meeting of Shareholders have been newly appointed, a meeting of the Supervisory Board shall take place, which shall be held without special invitation. At this meeting the Supervisory Board shall elect a chairperson and one or two deputy chairperson(s) from among its members for the term of its office. When electing the chairperson of the Supervisory Board, the oldest member in terms of age of the shareholders’ representatives on the Supervisory Board will chair the meeting; Section 14 (6) sentence 3 shall apply mutatis mutandis.

2.	Only a shareholders’ representative may be elected as chairperson of the Supervisory Board.

3.	If the chairperson is unable to discharge the duties of his or her office, the deputy chairperson shall do so in his or her place. This provision shall not affect Section 14 (6) sentence 4 and Section 20 (1).

4.	If the chairperson or a deputy chairperson leaves the Supervisory Board before the end of his or her term of office, an election shall be held without delay to replace him or her.

Section 14

Calling of Meetings and Passing of Resolutions

1.	The Supervisory Board shall adopt its own rules of procedure by a simple majority vote. The following provisions apply to the calling of meetings, quorums, and resolutions. Supplementary provisions may be stipulated in the rules of procedure.

The chairperson shall call the Supervisory Board meetings in writing or text form, by letter, e-mail or facsimile message allowing a notice period of 14 days before the day of the meeting. The day on which the message calling the meeting is sent and the day of the meeting do not count toward the notice period. In urgent cases, the chairperson may shorten the notice period and also call the meeting orally or by telephone, or any other appropriate means of electronic transmission.

The meetings of the Supervisory Board and its committees shall as a rule be held with the members attending in person. The Supervisory Board may provide in its rules of procedure that the meetings of the Supervisory Board and its committees may also be held by video conference or that individual members of the Supervisory Board may attend the meeting by way of video transmission, subject to the proviso that in such cases, resolutions may also be adopted by video conference or by way of video transmission, respectively.

The Supervisory Board may provide in its rules of procedure for the permissibility of the adoption of resolutions of the Supervisory Board and its committees outside of meetings by obtaining written or telephone votes or by voting by video conference or any other means of electronic communication (e.g. by e-mail or facsimile).

5.	The members of the Executive Board may attend the meetings of the Supervisory Board, unless otherwise resolved in an individual case by the Supervisory Board or its chairperson.

Unless otherwise mandatorily prescribed by law or the Articles of Incorporation, the Supervisory Board is quorate if at least half of its members participate in passing the resolution. The resolutions of the Supervisory Board shall be adopted by a majority of the votes cast, unless otherwise mandatorily prescribed by law or the Articles of Incorporation. In the event of a tie, the vote of the chairperson and, in the event that the chairperson does not participate in passing the resolution, the vote of the deputy chairperson, provided that he or she is a shareholders’ representative, shall be decisive (casting vote).

Section 15

Duty of Secrecy

The members of the Supervisory Board shall maintain secrecy in respect of any confidential information and secrets of the Company, notably business and trade secrets, that become known to them because of their membership of the Supervisory Board. Persons attending meetings of the Supervisory Board who are not members of the Supervisory Board shall be expressly enjoined to secrecy.

In the event that a member of the Supervisory Board intends to pass information on to a third party, he or she shall notify the Supervisory Board and the Executive Board of that intention in advance, naming the persons he or she wishes to inform. The Supervisory Board and the Executive Board must be given the opportunity to decide prior to the disclosure of information whether they consider such disclosure to violate paragraph 1 or not. The decision shall be delivered by the chairperson of the Supervisory Board and the chairperson or CEO of the Executive Board.

3.	The members of the Supervisory Board shall continue to maintain secrecy as set forth in the foregoing paragraphs after they leave the Supervisory Board.

Section 16

Remuneration

1.	Each member of the Supervisory Board shall receive an annual basic remuneration of € 165,000. The chairperson of the Supervisory Board shall receive an annual basic remuneration of € 275,000 and each deputy chairperson shall receive € 220,000.

For membership of the audit committee, Supervisory Board members shall, in addition to their basic remuneration, receive an annual remuneration of € 16,500, and for membership of another Supervisory Board committee € 11,000, the chairperson of the audit committee shall receive an annual remuneration of € 27,500, and the chairpersons of the other committees € 22,000, in each case provided that the relevant committee has met in the relevant fiscal year.

Any members of the Supervisory Board having served for less than the entire fiscal year shall receive one twelfth of their respective remuneration for each month of service commenced. The same shall apply with respect to the increased remuneration of the chairperson and the deputy chairperson(s) pursuant to paragraph 1 sentence 2 and the remuneration for the chairperson and the members of a committee pursuant to paragraph 2.

4.	The remuneration shall be payable after the end of the fiscal year.

5.	Any value-added tax or sales tax invoiced by a member of the Supervisory Board or shown in a credit memo against the invoice shall additionally be paid in the applicable statutory amount.

The members of the Supervisory Board shall be included in a directors’ and officers’ (D&O) group liability insurance which provides for adequate cover and is maintained by the Company in its own interests, to the extent that such insurance is in place. The premiums for the insurance policy shall be paid by the Company.

The General Meeting of Shareholders

Section 17

Calling the General Meeting of Shareholders

The General Meeting of Shareholders shall be held at the registered office of the Company, at a location within a radius of 50 km from the registered office of the Company, or in a city in the Federal Republic of Germany where a German stock exchange is located. In the event that it is difficult to hold the General Meeting of Shareholders at these venues, the Executive Board or the Supervisory Board may call the meeting at a different venue. The invitation shall state the venue of the General Meeting of Shareholders.

2.	The Executive Board or the Supervisory Board shall call the General Meeting of Shareholders.

The General Meeting of Shareholders shall be called by publication of a single announcement in the German Federal Gazette ( Bundesanzeiger ), giving the information required by law, with a notice period of at least thirty days prior to the date of the General Meeting of Shareholders, which notice period is to be extended by the number of days of the application period pursuant to Section 18 (2); the day on which the General Meeting of Shareholders is held and the day on which it is called shall not be included in the calculation of the relevant period.

Section 18

Right to Attend the General Meeting of Shareholders

1.	Shareholders are entitled to attend the General Meeting of Shareholders and to exercise their voting rights only if they have submitted an application prior to the General Meeting of Shareholders and furnished proof to the Company of their shareholding.

Application shall be made in text form in German or English and must be received by the Company at the address stated for such purpose in the calling notice no later than six days prior to the date of the General Meeting of Shareholders; the day on which the General Meeting of Shareholders is held and the day on which it is called shall not be included in the calculation of the relevant period. The calling notice may provide for a shorter period of time, which is to be specified as a number of days.

Proof of shareholding shall be furnished by way of proof issued by a depositary institution in text form in German or English. The proof issued by the depositary institution shall relate to the beginning of the 21 ^st day prior to the General Meeting of Shareholders. Paragraph 2 shall apply to the furnishing of proof mutatis mutandis .

4.	The applicability of any other application or proof procedure available under mandatory law shall remain unaffected.

The Executive Board is authorized to provide that shareholders may participate in the General Meeting of Shareholders without being physically present at the venue of the General Meeting of Shareholders or being represented by a proxy and exercise all or certain of their rights in full or in part through electronic communication.

6.	The Executive Board is authorized to provide that shareholders may vote in writing or through electronic communication (postal voting) without having to attend the General Meeting of Shareholders.

Section 19

Voting Rights

1.	Each share carries one vote.

Voting rights may be exercised by proxy. The proxy authorization must be granted or revoked, and proof of the proxy authorization must be provided to the Company, in the form prescribed by law. The calling notice may specify less strict requirements in this context. Such less strict requirements may be limited to the granting of proxy authorization to the proxies designated by the Company.

3.	If no share certificates have been issued, the invitation to the General Meeting of Shareholders shall stipulate the provisions that have to be fulfilled by the shareholders in order to prove their voting rights.

Section 20

Chair of the General Meeting of Shareholders

Participation of Executive Board Members and Supervisory Board Members,

Video Transmission

The chairperson of the Supervisory Board shall preside over the General Meeting of Shareholders. If he or she is unable to do so, he or she shall determine another member of the Supervisory Board to discharge this duty. If the chairperson is prevented from presiding over the meeting and has not determined another member to take his or her place, a member of the Supervisory Board elected by the shareholders’ representatives on the Supervisory Board shall preside over the General Meeting of Shareholders.

The chairperson shall chair the proceedings and shall determine both the order of the agenda and the order and form of voting. The chairperson may also impose a reasonable time limit on the shareholders’ right to ask questions and to speak; the chairperson may in particular reasonably determine a timeframe for the meeting, the discussions regarding the individual items on the agenda as well as for the individual questions and speaking contributions. The result of a vote may be determined by subtracting the affirmative votes or the negative votes and the abstentions from the total number of votes to which the voters are entitled.

The members of the Executive Board and Supervisory Board should take part in the General Meeting of Shareholders in person. If any member of the Supervisory Board is unable to attend the General Meeting of Shareholders in person because he or she has good reason to be abroad, it is possible for him or her to take part via video transmission.

4.	The Executive Board is authorized to permit full or partial video or audio transmission of the General Meeting of Shareholders.

Section 21

Resolutions of the General Meeting of Shareholders

1.	The resolutions of the General Meeting of Shareholders shall be adopted with a majority of valid votes cast, unless a larger majority is prescribed by law or the Articles of Incorporation.

A resolution of the General Meeting of Shareholders on an amendment of the Articles of Incorporation requires a majority of at least three quarters of valid votes cast. For any amendments of the Articles of Incorporation which require a simple majority for stock corporations established under German law, however, the simple majority of the valid votes cast shall suffice if at least half of the subscribed capital is represented or, in the absence of such quorum, the majority prescribed by law shall suffice.

Section 22

Record of the General Meeting of Shareholders

1.	The proceedings at the General Meeting of Shareholders shall be recorded by notarial deed, and the record shall be signed by the notary public.

2.	The record shall have full probative value for the shareholders, both with regard to their relationship inter se and in their relationship to their representatives.

3.	The proxy documents need not be attached to the record.

IV. Annual Financial Statements and Appropriation of Retained Earnings

Section 23

Fiscal Year, Annual Report, Annual Financial Statements and Group Annual Financial Statements, Formal Approval of the Acts of the Executive and Supervisory Boards, Distribution of Retained Earnings

1.	The fiscal year shall be the calendar year. The first fiscal year shall be the calendar year in which SAP SE is registered in the commercial register for the Company.

In the first three months of each fiscal year, the Executive Board shall prepare the annual financial statements, the group annual financial statements, the management report, and the group management report for the previous fiscal year and submit them to the Supervisory Board and to the auditor. At that time the Executive Board shall submit to the Supervisory Board the proposal it wishes to make to the Annual General Meeting of Shareholders concerning the appropriation of retained earnings. These provisions do not affect Sections 298 (3) and 315 (3) HGB.

The annual financial statements, the group annual financial statements, the management report, the group management report, the Supervisory Board’s report pursuant to Section 171 (2) AktG, and the Executive Board’s proposal for the appropriation of the retained earnings shall be available for the shareholders’ inspection at the offices of the Company from the time when the Annual General Meeting of Shareholders is called. The obligations under the foregoing sentence shall not apply if the specified documents are made available on the Company’s website for the same period of time.

Each year, after receiving the Supervisory Board’s report pursuant to Section 171 (2) AktG, the Annual General Meeting of Shareholders shall resolve within the first six months of the fiscal year on the formal approval of the acts of the Executive and Supervisory Boards, the appropriation of the retained earnings, the appointment of the auditor, and in the cases provided for by law, the adoption of the annual financial statements, and approval of the group annual financial statements.

When approving the annual financial statements, the Executive and Supervisory Boards shall be authorized to transfer to revenue reserves either all or part of the annual net income remaining after deduction of amounts to be transferred to the legal reserves and of any accumulated losses carried forward. The Executive and Supervisory Boards may not transfer more than one half of the annual net income if, after such transfer, the other revenue reserves would exceed one half of the capital stock.

6.	Instead of distributing a cash dividend, the General Meeting of Shareholders can resolve to appropriate retained earnings by way of distribution in kind.

V. Final Provisions

Section 24

Formation Costs

1.	The Company shall bear all costs connected with its formation and conversion to a stock corporation, estimated to be DM 250,000.00.

2.	The Company shall bear all costs connected with the formation of SAP SE by way of the conversion of SAP AG to a European Company (SE) in the amount of up to € 4 million.

5 UR 867/2016

Certificate pursuant to the German Stock Corporation Act, section 181 (1), sentence 2

I certify that

In the Articles of Incorporation of SAP SE annexed hereto, the amended provisions reflect the amendment adopted by resolution of the General Meeting of Shareholders of SAP SE on May 12, 2016, which meeting I minuted in my capacity as notary public (my certified document 5 UR 854/2016 dated May 12, 2016), and (with regard to the repeal of section 4 (8) of the Articles of Incorporation rendered void by expiration of the authorization period and by nonutilization) the resolution of March 24, 2016, of the Supervisory Board as authorized by section 11 (2) of the Articles of Incorporation, and that

The unamended provisions therein correspond to the last previous full text of the Articles of Incorporation filed on the commercial register.

Heidelberg, May 12, 2016

(Dr. Hoffmann-Remy)

•

- Notary Public -

Exhibit 4.2

SAP SE

Rules of the Own SAP Plan

and the Own SAP Virtual Plan

Adopted by the Executive Board of SAP SE on August 30, 2016

CONTENTS


PREAMBLE		1

1	DEFINITIONS AND INTERPRETATION	1

2	OPERATION OF THE PLAN	4

3	PARTICIPATION IN THE PLAN	4

4	LIMITS AND SCALING BACK WHERE A JURISDICTION LIMIT APPLIES	5

5	SHARE PURCHASES	6

6	DISPOSAL OF PURCHASED SHARES	6

7	DIVIDENDS	7

8	TAXATION AND REGULATORY ISSUES	7

9	WITHDRAWAL	7

10	CESSATION OF EMPLOYMENT OR EFFECT OF A PARTICIPATING SUBSIDIARY CEASING TO PARTICIPATE	8

11	INTERNATIONAL TRANSFERS	9

12	AMENDMENTS	9

13	LEGAL ENTITLEMENT	9

14	GENERAL	10

ADDENDUM - THE OWN SAP VIRTUAL PLAN		12

PREAMBLE		12

1	DEFINITIONS AND INTERPRETATION	12

2	OPERATION OF THE VIRTUAL PLAN	13

3	PARTICIPATION IN THE VIRTUAL PLAN	14

4	LIMITS AND SCALING BACK WHERE A JURISDICTION LIMIT APPLIES	14

5	VIRTUAL SHARE ALLOCATION AND GRANT OF VIRTUAL SHARE AWARDS	14

6	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	15

7	PAYMENT	15

8	TAXATION AND REGULATORY ISSUES	15

9	CESSATION OF EMPLOYMENT OR EFFECT OF A PARTICIPATING SUBSIDIARY CEASING TO PARTICIPATE	15

10	INTERNATIONAL TRANSFERS	16

11	CORPORATE EVENTS	16

12	ADJUSTMENTS	17

13	AMENDMENTS	17

14	LEGAL ENTITLEMENT	17

15	GENERAL	17

The Own SAP Plan

PREAMBLE

The Own SAP Plan (referred to as the “ Own Plan ” or “ Own ”) has been established in order to offer an incentive for Participants (as defined below) to achieve a sustained increase in the value of SAP SE, to strengthen Participants’ identification with SAP SE, and to contribute to a real and sustainable culture of employees as shareholders.

Shares purchased under Own will be dividend-bearing shares in SAP SE. SAP SE may determine that any dividend paid in respect of shares held on a Participant’s behalf under the Own Plan will be reinvested in the purchase of further shares under the Own Plan.

The Own Plan allows Participants to acquire shares in SAP SE in accordance with its rules.

The Own SAP Virtual Plan (included as an addendum to the Own Plan) has been established in order to offer an incentive to Participants in countries in which it is impossible or impractical for SAP to operate the Own Plan. The Own SAP Virtual Plan will be operated over virtual shares in SAP SE and will entitle Participants to a cash payment, the value of which will be determined by reference to the value of shares in SAP SE in accordance with its rules. Virtual shares purchased under the Own SAP Virtual Plan will be non-dividend-bearing shares in SAP SE.

1	DEFINITIONS AND INTERPRETATION

1.1

In this Plan, unless otherwise stated, the words and expressions below have the following meanings:


“Aggregate Euro Contribution”		the Euro amount of the aggregate of the Contribution made by a Participant and the related Matching Contribution (calculated in accordance with rule 3.8);

“Board”		the Executive Board of the Company or any duly authorised committee of this board or any delegate of this board;

“Company”		SAP SE with its statutory seat in Walldorf, Germany and registered with the Local Court of Mannheim under HRB 719915;

“Contribution”		the payment (being a whole percentage of their Gross Salary) made by or on behalf of a Participant in the Participant’s local currency (or in such other currency determined by the Board) each month (or at such other frequency determined by the Board) to be used in the acquisition of Purchased Shares pursuant to the terms of the Plan, which will, subject to rule 3.4, be deducted from a Participant’s Net Salary;

“Eligible Employee”		subject to any Participant Limit, an employee of the Company or any of its Participating Subsidiaries (excluding a member of the SAP SE Executive Board or an Excluded Group) who (i) has the legal capacity to enter into an Enrolment Agreement, (ii) is resident in a Participating Jurisdiction, (iii) is employed by the Company or a Participating Subsidiary and (iv) has a period of two months of continuous service or such longer period (up to a maximum of six months) of continuous service as determined by the Board;


“Enrolment Agreement”		the agreement between (i) the Company or a Participating Subsidiary and (ii) an Eligible Employee pursuant to which an Eligible Employee agrees to become a Participant in the Plan and make Contributions pursuant to rule 3.1;

“Excluded Group”		such grouping of employees of the Company or any of its Participating Subsidiaries as may be determined by the Board from time to time;

“Fixed Amount”		such amount as determined by the Board from time to time (in local currency or in such other currency as determined by the Board), which may vary according to a Participant’s seniority and the Participating Jurisdiction in which such Participant is resident;

“Fractional Shares”		a fraction of a Share;

“Frankfurt Stock Exchange”		XETRA trading system at the Frankfurter Wertpapierbörse (Frankfurt Stock Exchange) operated by Deutsche Börse AG, Frankfurt (or any functionally comparable trading system succeeding the XETRA system);

“Gross Salary”		regular monthly base salary from time to time payable to a Participant by his employing company as determined by the Board before the deduction of applicable taxes;

“Group Member”		the Company, any Subsidiary of the Company or any other affiliated company in the sense and meaning of section 15 of the German Stock Corporation Act (together, the “ Group ”);

“Jurisdiction Limit”		the maximum aggregate amount of Contributions in the currency of the applicable jurisdiction that may be made by any or all Eligible Employees resident or deemed to be resident in that jurisdiction and set by the Board to take account of laws or regulations applicable in that jurisdiction or for any other reason at the Board’s discretion;

“Matching Contribution”		the payment made by a Participant’s employer (or such other person as determined by the Board) to a Participant in the Participant’s local currency (or in such other currency determined by the Board) conditional on the payment of a Contribution on the condition that it shall be applied for the acquisition of Purchased Shares pursuant to the terms of the Plan (and for no other purpose), such Matching Contribution to comprise (i) any Fixed Amount applicable to the relevant Participant; plus (ii) an amount equal to the Relevant Percentage of the Contribution unless the Board determines otherwise, provided that such Matching Contribution may not, in any calendar year, exceed EUR 6,000 (or equivalent where Contributions are made in a currency other than Euros, based on such exchange rate as is determined by the Company);

“Maximum Contribution”		the maximum Contribution which may be made being 10% of the Eligible Employee’s Gross Salary;

“Minimum Contribution”		the minimum Contribution which may be made being 1% of the Eligible Employee’s Gross Salary;


“Net Salary”		regular monthly base salary from time to time payable to a Participant by his employing company as determined by the Board after the deduction of applicable taxes;

“Nominee Account”		the account of the Plan Administrator where the Purchased Shares are held by the Plan Administrator for and on behalf of the Participants under a custody arrangement made between the Plan Administrator and each Participant;

“Participant”		an Eligible Employee who has entered into an Enrolment Agreement to participate in the Plan pursuant to rule 3, or following their death, their personal representatives;

“Participant Limit”		the maximum number of Eligible Employees who may be invited to participate in the Plan in a Participating Jurisdiction, such maximum to be set by the Board to take account of laws or regulations applicable in that Participating Jurisdiction or for any other reason at the Board’s discretion;

“Participating Jurisdiction”		a jurisdiction selected by the Board from time to time in which participation in the Plan will be offered;

“Participating Subsidiary”		a Subsidiary of the Company selected by the Board from time to time for the purposes of the Plan;

“Plan”		the Own SAP Plan in its present form or as from time to time amended;

“Plan Administrator”		such third party service provider appointed by the Company from time to time to administer and operate the Plan, including by providing Participants with a nominee account and access to an online portal, and by acquiring the Shares for and on behalf of the Participants in accordance with rule 5;

“Purchase Date”		the Trading Day or Trading Days on which Purchased Shares are acquired on behalf of a Participant in accordance with rule 5;

“Purchase Price”		the price of a Share, as determined in accordance with rule 5.3;

“Purchased Shares”		Shares (including any Fractional Shares) acquired by or on behalf of a Participant under rule 5 or rule 7;

“Purchased Whole Shares”		Purchased Shares (excluding any Fractional Shares);

“Purchased Share Dividend”		has the meaning given to it in rule 7.1;

“Relevant Percentage”		such percentage as determined by the Board from time to time;

“Revised Contribution”		has the meaning given to it in rule 3.5;

“Share”		a voting, dividend-bearing, no-par bearer share of the Company listed on the Frankfurt Stock Exchange and identified as ISIN DE 0007164600 and WKN 716460;



“Subsidiary”		a company the majority of whose shares or voting rights is directly or indirectly held by the Company;

“Tax Liability”		any tax, withholdings, levies, charges or social security contributions liability in any jurisdiction in connection with the Plan for which the Participant is liable (including any penalty, fine, surcharge, interest, charges or costs relating thereto) and for which any Group Member or former Group Member or the Plan Administrator is obliged to account to any relevant authority; and

“Trading Day”		any day on which the XETRA trading system at the Frankfurt Stock Exchange (or any successor trading system thereto) is open for business.

1.2

Unless the context otherwise requires, references in the Plan to:

1.2.1

any statutory provisions are to those provisions as amended or re-enacted from time to time;

1.2.2

the singular include the plural and vice versa; and

1.2.3

the masculine include the feminine and vice versa.

1.3

Headings do not form part of the Plan.

2	OPERATION OF THE PLAN

2.1

The Board may at any time when it is operating the Plan:

2.1.1

subject to rule 2.2, identify the Participating Jurisdictions and Participating Subsidiaries;

2.1.2

identify the Participating Jurisdictions (if any) in which a Jurisdiction Limit will apply and the amount of each applicable Jurisdiction Limit; and

2.1.3

identify the Participating Jurisdictions (if any) in which a Participant Limit will apply and the maximum number of Eligible Employees permitted by each Participant Limit.

2.2

The Board may determine at any time that any Participating Jurisdiction or Participating Subsidiary shall cease to be a Participating Jurisdiction or Participating Subsidiary.

3	PARTICIPATION IN THE PLAN

3.1

An Eligible Employee who wishes to participate in the Plan must enter into an Enrolment Agreement.

3.2

Each Eligible Employee will be required to specify the Contribution (as a whole percentage of their Gross Salary) that they wish to make to the Plan. Each Contribution must be at least equal to the Minimum Contribution and, subject to any applicable Jurisdiction Limit, must not exceed the Maximum Contribution.

3.3

Provided the Enrolment Agreement is completed to the satisfaction of the relevant Group Member, the time at which the first Contribution is made by an Eligible Employee who becomes a Participant in the Plan will depend on when the Eligible Employee’s Enrolment Agreement is received by that Group Member (or by the Plan Administrator acting on its behalf) in accordance with this rule 3.3:

3.3.1

if the Eligible Employee’s Enrolment Agreement is received by the relevant Group Member (or by the Plan Administrator acting on its behalf) on the first calendar day of a calendar month, the first Contribution will be made in that calendar month; and

3.3.2

if the Eligible Employee’s Enrolment Agreement is received by the relevant Group Member (or by the Plan Administrator acting on its behalf) after the first calendar day of a calendar month, the first Contribution will be made in the calendar month following that calendar month.

3.4

Contributions will be made by or on behalf of Participants by deductions from their Net Salary provided that:

3.4.1

where a Participant has received a Gross Salary increase that takes effect retrospectively, no Contributions will be deducted from any payment that relates to a period prior to the month in which the first payment of the increased Gross Salary is received by the Participant; and

3.4.2

no Contributions will be deducted from Net Salary where such deduction would be unlawful in the relevant Participating Jurisdiction.

3.5

Each Participant may change their Contribution at any time by notifying the relevant Group Member (or the Plan Administrator on its behalf) of their revised Contribution (a “ Revised Contribution ”), provided that such Revised Contribution complies with rule 3.2.

3.6

A Participant’s Revised Contribution will take effect:

3.6.1

if the Participant’s notification of a Revised Contribution is received by the relevant Group Member (or the Plan Administrator on its behalf) on the first calendar day of a calendar month, from that calendar month; and

3.6.2

if the Participant’s notification of a Revised Contribution is received by the relevant Group Member (or the Plan Administrator on its behalf) after the first calendar day of a calendar month, from the calendar month following that calendar month.

3.7

Each relevant Group Member will match each Participant’s Contribution with the applicable Matching Contribution in each calendar month.

3.8

Where Contributions and related Matching Contributions are made in a currency other than Euros, the aggregate of the Contributions and Matching Contributions will be exchanged into an amount in Euros using such exchange rate as is determined by the Company. Where available the exchange rate published by the European Central Bank on the last Trading Day of the calendar month in which the Contribution and Matching Contribution were made will be used.

3.9

The Board may determine that each Participant must enter into a new Enrolment Agreement up to once every three years subject to the rules of the Plan as amended from time to time, including such Maximum Contribution as may apply at the relevant time. Any Participant who does not enter into a new Enrolment Agreement following the expiry of the time period specified for a Participant to do so will be deemed to have withdrawn from the Plan in accordance with rule 9.1.

4	LIMITS AND SCALING BACK WHERE A JURISDICTION LIMIT APPLIES

4.1

If the aggregate Contributions made or to be made during any period determined by the Board by all or any Participants in a Participating Jurisdiction would exceed any applicable Jurisdiction Limit, the Board may reduce Contributions to be made by those Participants during any period determined by the Board using such method or methods as it deems appropriate with effect from the next Contribution.

4.2

Where the Contributions to be made by Participants are reduced pursuant to this rule 4, Participants will be notified by the Company accordingly.

5	SHARE PURCHASES

5.1

Each Aggregate Euro Contribution will be applied by the Plan Administrator, for and on behalf of the Participants, in the acquisition of Shares on or as soon as reasonably practicable following the tenth day of the calendar month after the calendar month in which the Aggregate Euro Contribution is contributed. Any residual Aggregate Euro Contribution lower than the price of one Share pursuant to rule 5.3 will be used to acquire Fractional Shares.

5.2

The number of Purchased Shares that will be allocated on behalf of each Participant as their Purchased Shares under rule 5.1 will be such number of Shares and Fractional Shares as may be purchased with the Aggregate Euro Contribution on the relevant Purchase Date or Purchase Dates in accordance with rule 5.3.

5.3

The price at which Purchased Shares are acquired will be:

5.3.1

if all Participants’ Shares for the relevant calendar month are acquired on a single Purchase Date, the price at which the Shares are purchased on the Frankfurt Stock Exchange (XETRA), or if Shares are acquired at more than one purchase price, the average of these prices; and

5.3.2

if all Participants’ Shares for the relevant calendar month are acquired on a number of Purchase Dates, the average of the prices at which the Shares are purchased on the Frankfurt Stock Exchange (XETRA).

5.4

Purchased Shares will be held by the Plan Administrator on the Participants’ behalf in the Nominee Account or on such other basis as the Board determines.

6	DISPOSAL OF PURCHASED SHARES

6.1

A Participant may sell or transfer to a private securities account some or all of their Purchased Whole Shares at any time and subject to the terms and conditions of the custody arrangement governing the Nominee Account or in such other manner as prescribed and facilitated by the Plan Administrator from time to time.

6.2

A Participant may not sell or transfer any of their Fractional Shares, but may under rule 6.3 or rule 10.4 be entitled to a cash payment equal in value to any Fractional Shares held on the relevant Participant’s behalf in the Nominee Account.

6.3

Subject to rule 10.4 ( which applies on cessation of employment ), if a Participant sells out of the Nominee Account all (and not some only) of his Purchased Whole Shares, such Participant may request a cash payment equal in value to any Fractional Shares held on the Participant’s behalf in the Nominee Account. Such request may take the form of a “sell all” instruction that applies to the Participant’s Purchased Whole Shares and Fractional Shares. Such payment will be made to the Participant within 90 days of receipt of the request.

7	DIVIDENDS

7.1

Unless otherwise decided by the Board on or before the date on which any dividend is paid in respect of the Purchased Shares held on a Participant’s behalf in the Nominee Account (a “ Purchased Share Dividend ”) such dividend will be applied in the acquisition of further Shares.

7.2

Any acquisition of further Shares in accordance with this rule 7 will be made by no later than the end of the seventh Trading Day following the day on which the Purchased Share Dividend is paid by the Company. Such Purchased Shares will be transferred to the Nominee Account and be visible in the online portal of the Plan Administrator as soon as practicable after the settlement of the acquisition.

7.3

The number of Purchased Shares that will be allocated on behalf of each Participant as their Purchased Shares under this rule 7 will be such number of Shares and Fractional Shares as may be purchased with the Purchased Share Dividend on the relevant Purchase Date or Purchase Dates in accordance with rule 5.3.

7.4

The Board may modify or revoke any determination for reinvestment of dividends.

7.5

Any Purchased Shares acquired under this rule 7 will be held on the same terms as any Purchased Shares acquired under rule 5.

8	TAXATION AND REGULATORY ISSUES

8.1

A Participant will be responsible for and indemnifies each relevant Group Member against any Tax Liability. Any Group Member or the Plan Administrator (on behalf of a Group Member) may withhold an amount to settle such Tax Liability from any amounts due to the Participant (to the extent such withholding is not in breach of any applicable laws) including by withholding such amount from a Participant’s Gross Salary (including withholding in advance of the date on which such Tax Liability arises) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares to realise an amount to settle the Tax Liability. A Participant will also be responsible for all taxes and social security liabilities which they are obliged to account for directly to any tax authority in any jurisdiction in connection with the Plan.

8.2

The Company and the Participants are obliged to comply with any applicable laws and regulations on insider dealing and any Company insider policies.

9	WITHDRAWAL

9.1

A Participant may, at any time, give notice that they wish to withdraw from the Plan.

9.2

Where a Participant has given notice to withdraw from the Plan, their Contributions will cease as soon as reasonably practicable thereafter, and in any event no later than 45 days after receipt by the relevant Group Member (or by the Plan Administrator acting on its behalf) of the Participant’s notice of withdrawal.

9.3

If a Participant gives notice that they wish to withdraw from the Plan, they may re-join the Plan by specifying their Contribution in accordance with rule 3.2, provided that such Participant is party to a valid Enrolment Agreement.

9.4

If a Participant:

9.4.1

withdraws any consent given regarding the collection, holding, processing or transfer of their personal data in relation to the operation of the Plan; or

9.4.2

terminates any arrangements with the Plan Administrator that relate to the Plan,

the Participant will be deemed to have withdrawn from the Plan in accordance with rule 9.1.

10	CESSATION OF EMPLOYMENT OR EFFECT OF A PARTICIPATING SUBSIDIARY CEASING TO PARTICIPATE

10.1

No further Contributions may be made after a Participant has ceased to hold employment with the Company or any Participating Subsidiary (including in circumstances where a Participant’s employer ceases to be a Subsidiary of the Company), provided that a further Contribution may be made where the Participant receives a payment of Gross Salary following such cessation.

10.2

If a Participant ceases to hold employment with any Group Member (including in circumstances where a Participant’s employer ceases to be a Subsidiary of the Company) such Participant must either:

10.2.1

sell; or

10.2.2

transfer to a private securities account,

all of his Purchased Whole Shares held in the Nominee Account within 90 days after cessation of employment (or, in the case of a Participant who has died, within nine months after death). A Participant may not sell or transfer any Fractional Shares, but may under rule 10.4 be entitled to a cash amount equal in value to any Fractional Shares held on the relevant Participant’s behalf in the Nominee Account.

10.3

If the Participant does not sell or transfer all of his Purchased Whole Shares in accordance with rule 10.2, the Plan Administrator may sell all of the Participant’s Purchased Whole Shares held in the Nominee Account on behalf of the Participant and transfer the proceeds (less any costs) to the Participant’s last known bank account.

10.4

Where, following a Participant ceasing to hold employment in accordance with rule 10.2:

10.4.1

the Participant sells all of his Purchased Whole Shares held in the Nominee Account in accordance with rule 10.2.1 in such manner as prescribed and facilitated by the Plan Administrator (which may take the form of a “sell all” instruction); or

10.4.2

the Plan Administrator sells all of the Participant’s Purchased Whole Shares held in the Nominee Account on behalf of the Participant in accordance with rule 10.3

a cash amount equal in value to any Fractional Shares held on the relevant Participant’s behalf in the Nominee Account shall be returned to the Participant’s last known bank account.

10.5

Where, following a Participant ceasing to hold employment in accordance with rule 10.2, rule 10.4 does not apply, including where the Participant transfers all of his Purchased Whole Shares to a private securities account in accordance with rule 10.2.2, any Fractional Shares shall be forfeited by the Participant.

10.6

If the Board determines in accordance with rule 2.2 that a Participating Jurisdiction or a Participating Subsidiary shall cease to be such a Participating Jurisdiction or Participating Subsidiary any Participant who ceases to be an Eligible Employee as a result will be treated as if they had ceased to hold employment with a Participating Subsidiary on the date of the Board’s determination.

11	INTERNATIONAL TRANSFERS

11.1

If a Participant is transferred to work in an overseas location on local terms and conditions pursuant to a local employment contract, but continues to hold employment with a Group Member, they will be deemed to have withdrawn from the Plan in accordance with rule 9.1. The Participant shall be responsible for any liabilities incurred on account of any Shares they continue to hold following that date.

11.2

A Participant to whom rule 11.1 applies may only re-join the Plan in accordance with rule 3.1 and provided that:

11.2.1

the overseas location is a Participating Jurisdiction;

11.2.2

they are employed by the Company or a Participating Subsidiary;

11.2.3

their participation will be subject to any applicable Jurisdiction Limit or Participant Limit; and

11.2.4

in the case of a Participant whose employment is transferred to a Participating Subsidiary in the People’s Republic of China, there has been a period of six months after the Participant’s commencement of employment with the Participating Subsidiary in the People’s Republic of China or such shorter period as the relevant Participating Subsidiary may determine.

12	AMENDMENTS

12.1

Subject to rule 12.2, the Board may at any time amend the rules of the Plan.

12.2

No amendment to the material disadvantage of existing rights of Participants will be made under rule 12.1 unless:

12.2.1

every Participant who may be affected by such amendment has been invited to indicate whether or not they approve the amendment; and

12.2.2

the amendment is approved by a majority of those Participants who have so indicated.

12.3

Notwithstanding rule 12.2, the Board may at any time require that each Participant enters into a new Enrolment Agreement in accordance with rule 3.9.

13	LEGAL ENTITLEMENT

13.1

This rule 13 applies during a Participant’s employment with any Group Member and after the termination of such employment, whether or not the termination is lawful.

13.2

Nothing in the Plan or its operation (including a Participant’s right to be paid a Matching Contribution in accordance with the rules of the Plan) forms part of the terms of employment of a Participant, Eligible Employee or any other employee and the rights and obligations arising from a Participant’s employment with any Group Member are separate from, and are not affected by, the Participant’s participation in the Plan. Participation in the Plan does not create any right to continued employment for any Participant.

13.3

Participation in the Plan (including a Participant’s right to be paid a Matching Contribution in accordance with the rules of the Plan) does not affect a Participant’s rights under any pension scheme which relates to their employment and in particular (but without limitation) the benefits provided to or in respect of the Participant under the pension scheme are not to be increased as a result of the Participant’s participation in the Plan.

13.4

The acquisition of Purchased Shares on behalf of a Participant does not create any right for that Participant to be offered participation in the Plan in future or for Purchased Shares to be acquired on any particular terms.

13.5

By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:

13.5.1

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment);

13.5.2

any exercise of a discretion or a decision taken in relation to any Purchased Shares, and/or the Plan, or any failure to exercise a discretion or take a decision; and

13.5.3

the operation, suspension, termination or amendment of the Plan.

14	GENERAL

14.1

Participants acknowledge that the purchase of Shares is associated with risks including but not limited to the risk that the value of the Shares may decline and that some or all of the capital invested by Participants may be lost.

14.2

The Plan will terminate by the passing of a resolution by the Board. Termination of the Plan will be without prejudice to the existing rights of Participants.

14.3

By participating in the Plan, a Participant consents to the collection, holding, processing and transfer of their personal data by any Group Member or any third party for all purposes relating to the operation of the Plan, including but not limited to, the administration and maintenance of Participant records, providing information to prospective purchasers of the Company or any business in which the Participant works and to the transfer of information about the Participant to any country or territory within or outside the European Union or European Economic Area.

14.4

The Plan will be administered by the Board and the Board may engage the services of a third party to administer the operation of the Plan on its behalf. The Board may change the third party providing such administration services at any time and, by participating in the Plan, a Participant consents to the Company and any such third party administrator taking any and all steps necessary or desirable to effect such change on behalf of the Participant. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.

14.5

Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to their last known address, or, where the individual is a director or employee of a Group Member, either to their last known address or to the address of the place of business at which the director or employee performs the whole or substantially

the whole of their duties. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

14.6

These rules will be governed by and construed in accordance with the laws of Germany. Any person referred to in this Plan submits to the exclusive jurisdiction of the competent German court.

14.7

In the event that the rules of the Plan are translated into other languages the English version of the rules of the Plan will prevail.

Addendum -

THE OWN SAP VIRTUAL PLAN

PREAMBLE

This Addendum constitutes the rules of the Own SAP Virtual Plan (referred to as “ Own Virtual ” or the “ Virtual Plan ”). Where there is any conflict between the rules of the Own Plan and this Virtual Plan, the terms of this Virtual Plan will prevail.

No actual contributions will be made by Participants under the Virtual Plan (by deductions from salary or otherwise). Instead, Participants will be deemed to have made Hypothetical Contributions.

No actual Shares will be purchased under the Virtual Plan. Instead, Participants will be awarded Virtual Share Awards that relate to a number of Virtual Shares. Virtual Share Awards are entitlements to receive a cash sum, the value of which will be determined by reference to a number of Virtual Shares. Virtual Share Awards do not give Participants any entitlement to receive dividends or dividend equivalents on the Virtual Shares subject to the Virtual Share Awards. Virtual Share Awards do not give Participants any entitlement to attend or vote at shareholder meetings of the Company.

Virtual Shares represent whole Shares. Participants will have no entitlement to fractional Virtual Shares.

1	DEFINITIONS AND INTERPRETATION

1.1

Capitalised terms in this Virtual Plan have the same meanings as set out in the Own SAP Plan, save that, unless otherwise stated, the words and expressions below have the following meanings:


“Allocation Date”	the Trading Day on which Virtual Shares are allocated in accordance with rule 5;

“Allocated Virtual Shares”	Virtual Shares allocated under rule 5;

“Control”	(i)	direct or indirect legal or beneficial ownership of, in the aggregate, more than 50% of the shares or voting rights in the Company, or the ability to otherwise exercise a dominating influence over the Company within the meaning of § 17 of the German Stock Corporation Act; or

	(ii)	in the event of a public tender offer for shares in the Company, circumstances where (A) the Shares already in the control of the offeror and the Shares which have already been tendered carry, at any point in time during the tender offer, in the aggregate more than 50% of the voting rights in the Company, and (B) the offer becomes unconditional;

“Eligible Employee”	subject to any Participant Limit, an employee of the Company or any of its Participating Subsidiaries (excluding a member of the SAP SE Executive Board or an Excluded Group) who (i) has the legal capacity to participate, (ii) is resident in a Participating Jurisdiction, and (iii) is employed by the Company or a Participating Subsidiary;

“Euro Contribution”	the Euro amount of the Matching Contribution (calculated in accordance with rule 3.8);

“Grant Date”	the date on which a Virtual Share Award is granted under rule 5.2;



“Hypothetical Contribution”		such annual amount as is deemed to have been contributed by a Participant in the Participant’s local currency (or in such other currency determined by the Board), which will be used to calculate Matching Contributions in accordance with the rules of the Virtual Plan;

“Matching Contribution”		the amount calculated by a Participant’s employer (or such other person as determined by the Board) in respect of a Participant in the Participant’s local currency (or in such other currency determined by the Board) to be applied for the allocation of Virtual Shares pursuant to the terms of the Virtual Plan, such Matching Contribution to comprise (i) any Fixed Amount applicable to the relevant Participant; plus (ii) an amount equal to the Relevant Percentage of the Hypothetical Contribution unless the Board determines otherwise, provided that such Matching Contribution may not, in any calendar year, exceed EUR 6,000 (or equivalent where Matching Contributions are calculated in a currency other than Euros, based on such exchange rate as is determined by the Company);

“Participant”		an Eligible Employee who has been selected to participate in the Virtual Plan pursuant to rule 3, or following their death, their personal representatives;

“Quarter Date”		10 March, 10 June, 10 September and 10 December;

“Vesting Date”		the first anniversary of the Grant Date, or such other date as determined by the Board on or before the Grant Date;

“Virtual Share Award”		a conditional entitlement to receive a cash sum equal to a number of Allocated Virtual Shares;

“Virtual Plan”		the Own SAP Virtual Plan in its present form or as from time to time amended, which is an addendum to the Plan; and

“Virtual Share”		a virtual share representing a Share.

1.2

Where the Virtual Plan states that a provision of the Plan will apply, that provision of the Plan will apply to the Virtual Plan as if:

1.2.1

references to the “Plan” and its rules and defined terms were references to the Virtual Plan and its rules and defined terms;

1.2.2

references to “Contributions” were references to Hypothetical Contributions; and

1.2.3

references to the acquisition of “Purchased Shares” were references to the allocation of Allocated Virtual Shares.

1.3

Rules 1.2 and 1.3 of the Plan will apply to the Virtual Plan.

2	OPERATION OF THE VIRTUAL PLAN

2.1

Rule 2 of the Plan will apply to the Virtual Plan.

3	PARTICIPATION IN THE VIRTUAL PLAN

3.1

The Board may determine in its discretion whether an Eligible Employee will become a Participant in the Virtual Plan.

3.2

The Board will determine the Hypothetical Contribution that will apply to each Eligible Employee on such basis as it considers appropriate (whether by reference to the Eligible Employee’s Gross Salary or otherwise).

3.3

The first Hypothetical Contribution will be deemed to be made by an Eligible Employee who becomes a Participant in the Virtual Plan in such month as the Board determines.

3.4

Subject to rules 9, 10 and 11, a Hypothetical Contribution will be deemed to be made by a Participant on an annual basis in such month as the Board determines, until the Board determines otherwise (including on termination of the Virtual Plan in accordance with rule 14.2 of the Plan (as incorporated by rule 15.1 of the Virtual Plan).

3.5

No actual contributions will be made by or on behalf of Participants (by deductions from salary or otherwise).

3.6

The Board may change the Hypothetical Contribution at any time. Participants will be notified of any change to the Hypothetical Contribution.

3.7

Each relevant Group Member will calculate, on the basis of each Participant’s Hypothetical Contribution, the applicable Matching Contribution in the calendar month in which the Hypothetical Contribution is deemed to be made.

3.8

Where Matching Contributions are calculated in a currency other than Euros, the Matching Contributions will be recalculated in Euros using such exchange rate as is determined by the Company.

4	LIMITS AND SCALING BACK WHERE A JURISDICTION LIMIT APPLIES

4.1

Rule 4 of the Plan will apply to the Virtual Plan.

5	VIRTUAL SHARE ALLOCATION AND GRANT OF VIRTUAL SHARE AWARDS

5.1

Each Euro Contribution will be applied by the Plan Administrator, for and on behalf of the Participants, in the allocation of Virtual Shares in accordance with this rule 5 on or as soon as reasonably practicable following the tenth day of the calendar month after the calendar month in which the Euro Contribution is calculated. No fractional Virtual Shares will be allocated to Participants under the Virtual Plan.

5.2

Each Participant will be granted a Virtual Share Award over a number of Allocated Virtual Shares. The number of Allocated Virtual Shares that will comprise each Participant’s Virtual Share Award will be such number of Shares as could be purchased with the Euro Contribution on the relevant Allocation Date in accordance with rule 5.3, rounded down to the nearest whole Share, provided that such number will be at least one Allocated Virtual Share. No actual Shares will be purchased under the Virtual Plan. The Participant will be notified of the Grant Date and the number of Allocated Virtual Shares subject to his Virtual Share Award.

5.3

The price at which and the day on which Virtual Shares are allocated will be determined by the Board taking into account the average price at which Shares may be purchased on the Frankfurt Stock Exchange (XETRA) over such period preceding (and including) the Grant Date as the Board may determine and such other factors as the Board considers relevant.

5.4

A Participant may reject a Virtual Share Award by giving notice to the relevant Participant’s employer within four weeks of the Grant Date of such Virtual Share Award. If a Participant rejects a Virtual Share Award in accordance with this rule 5.4, such Virtual Share Award shall lapse immediately.

6	RESTRICTIONS ON TRANSFER AND BANKRUPTCY

6.1

A Virtual Share Award must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant’s death, to his personal representatives) and will lapse immediately on any attempt to do so to the extent permitted by any relevant law.

6.2

A Virtual Share Award will lapse immediately if the Participant is declared bankrupt or if any analogous event occurs.

7	PAYMENT

7.1

Subject to rules 8, 9, 10 and 11, a Participant will be entitled to receive a cash sum equal to the market value of the Allocated Virtual Shares subject to a Virtual Share Award on the Vesting Date of such Virtual Share Award.

7.2

For the purposes of rule 7.1, the market value of the Allocated Virtual Shares shall be determined by reference to the average price at which Shares may be sold on the Frankfurt Stock Exchange (XETRA) over such period preceding (and including) the Vesting Date as the Board may determine.

7.3

The payment referred to in rule 7.1 will be made to the Participant no later than in the month following the Vesting Date (based on such exchange rate as is determined by the Company).

8	TAXATION AND REGULATORY ISSUES

8.1

Rule 8 of the Plan will apply to the Virtual Plan, except that Group Members and the Plan Administrator shall not be authorised to sell Shares to realise an amount to settle any Tax Liability.

9	CESSATION OF EMPLOYMENT OR EFFECT OF A PARTICIPATING SUBSIDIARY CEASING TO PARTICIPATE

9.1

No further Hypothetical Contributions may be made after a Participant has ceased to hold employment with the Company or any Participating Subsidiary (including in circumstances where a Participant’s employer ceases to be a Subsidiary of the Company).

9.2

If a Participant ceases to hold employment with any Group Member (including in circumstances where a Participant’s employer ceases to be a Subsidiary of the Company) such Participant will be entitled to receive a cash sum equal to the market value (as determined by the Board) of the Allocated Virtual Shares subject to a Virtual Share Award on the next Quarter Date following the date of cessation in accordance with rule 9.3.

9.3

If rule 9.2 applies, the number of Allocated Virtual Shares subject to a Virtual Share Award will be reduced pro rata by reference to the period of time between the Grant Date and the next Quarter Date following the date of cessation of employment as a proportion of the period of time between the Grant Date and the Vesting Date.

9.4

The payment referred to in rule 9.2 will be made to the Participant no later than in the month after the next Quarter Date following the cessation of employment (based on such exchange rate as is determined by the Company).

9.5

If the Board determines in accordance with rule 2.2 of the Plan (as incorporated by rule 2.1 of the Virtual Plan) that a Participating Jurisdiction or a Participating Subsidiary shall cease to be such a Participating Jurisdiction or Participating Subsidiary any Participant who ceases to be an Eligible Employee as a result will be treated as if they had ceased to hold employment with a Participating Subsidiary on the date of the Board’s determination.

10	INTERNATIONAL TRANSFERS

10.1

If a Participant is transferred to work in an overseas location on local terms and conditions pursuant to a local employment contract, but continues to hold employment with a Group Member, their Virtual Share Award will continue to be subject to its original Vesting Date, and their ongoing participation will be subject to any applicable Jurisdiction Limit or Participant Limit. Unless the location to which the Participant is transferred is:

10.1.1

a Participating Jurisdiction; and

10.1.2

a Participating Subsidiary;

no further Hypothetical Contributions will be deemed to be made by such Participant.

11	CORPORATE EVENTS

11.1

Where any of the events described in rule 11.3 occur, a Participant will be entitled to receive a cash sum equal to the market value (as determined by the Board) of the Allocated Virtual Shares subject to a Virtual Share Award at the time of such event in accordance with rule 11.2.

11.2

If rule 11.1 applies, the number of Allocated Virtual Shares subject to a Virtual Share Award will be reduced pro rata by reference to the period of time between the Grant Date and the next Quarter Date following the date of such event as a proportion of the period of time between the Grant Date and the Vesting Date.

11.3

The events referred to in rule 11.1 are:

11.3.1

any person (either alone or together with any person acting in concert with him) obtaining Control of the Company;

11.3.2

the sale and/or transfer of all or substantially all of the Company’s assets to a person who is not a Group Member;

11.3.3

a merger (pursuant to Section 2 of the German Transformation Act; Verschmelzung ) of the Company with a person who is not a Group Member;

11.3.4

the passing of a resolution for the voluntary winding-up or the making of an order for the compulsory winding up of the Company; or

11.3.5

the completion of a spin-off (pursuant to Section 123 of the German Transformation Act; Spaltung ) of the Company.

11.4

The payment referred to in rule 11.1 will be made to the Participant no later than in the month following the relevant event (based on such exchange rate as is determined by the Company).

12	ADJUSTMENTS

12.1

The number of Allocated Virtual Shares subject to a Virtual Share Award may be adjusted in such manner as the Board determines, in the event of:

12.1.1

any variation of the share capital of the Company; or

12.1.2

a demerger, delisting, special dividend or other event which may, in the opinion of the Board, affect the current or future value of Shares.

13	AMENDMENTS

13.1

Rule 12 (other than rule 12.3) of the Plan will apply to the Virtual Plan.

14	LEGAL ENTITLEMENT

14.1

Rule 13 of the Plan will apply to the Virtual Plan.

15	GENERAL

15.1

Rule 14 (other than rule 14.1) of the Plan will apply to the Virtual Plan.

Exhibit 5.1

August 30, 2016

Legal Opinion of General Counsel of SAP SE

Registration Statement on Form S-8 Relating to the Own SAP Plan

I am the General Counsel of SAP SE, a European Company (Societas Europaea, or “SE”). SAP SE is organized in the Federal Republic of Germany under German and European Law (the “Company”), and I am familiar with the Own SAP Plan (the “Plan”).

Pursuant to the Plan, eligible employees will have an opportunity to purchase dividend bearing Ordinary Shares in the Company, as provided in the Plan Documents (as defined below).

This opinion is given in connection with the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”).

In connection therewith, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the terms of the Plan (the “Plan Terms”), (iii) the Articles of Incorporation ( Satzung ) of the Company, (iv) an excerpt with respect to the Company from the commercial register at the local court (Amtsgericht) in Mannheim, (v) the resolution (the “Resolution”) adopted by the Executive Board of the Company, approving the Plan Terms, (vi) the Own SAP Plan Brochure, as amended to date and (vii) such other documents as I have deemed necessary or

appropriate as a basis for the opinions set forth below. The Plan Terms and the Resolution are referred to hereinafter as the “Plan Documents.”

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which were not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing, I am of the opinion that the Ordinary Shares that may be transferred for delivery under the Plan, will be, when transferred and paid for in accordance with the Plan Documents, validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the Federal Republic of Germany, and I express no opinion as to the laws of any other jurisdiction.

This opinion is delivered to you solely in connection with the Registration Statement and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person or entity without my express prior written permission.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

Very truly yours,

/s/ Michael Junge

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Supervisory Board of SAP SE:

We consent to the incorporation by reference in this registration statement on Form S-8 of SAP SE of our report dated February 25, 2016, with respect to the consolidated statements of financial position of SAP SE as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, which report appears in the December 31, 2015 annual report on Form 20-F of SAP SE.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Mannheim, Germany

August 30, 2016