EQS-CMS: SAP SE: Release of a capital market information

SAP SE: Release of a capital market information

DISCLOSURE CORRESPONDING TO ART. 5 (1) LIT. A) OF REGULATION (EU) NO. 596/2014 AND ART. 2 (1) OF DELEGATED REGULATION (EU) NO. 2016/1052 // SHARE BUY-BACK PROGRAMME

Walldorf, 26 February 2024

The second tranche of the share buy-back programme announced by SAP SE in a press release dated 16 May 2023, with an aggregate volume of up to 5 billion € and a term until December 31, 2025, will be carried out from 26 February 2024 (earliest possible purchase date). In the period until at the latest 29 August 2024 (latest possible purchase date), shares in the Company shall be acquired via the stock exchange at total acquisition costs of up to 1.25 billion € (without incidental acquisition costs). Based on the closing price in the Xetra trading system of the Frankfurt stock exchange as of 23 February 2024, of 169.80€, this would be up to 7,361,601 shares and approximately 0.60% of the share capital. The share buy-back shall be carried out exclusively via the Xetra trading system of the Frankfurt stock exchange. For the purpose of carrying out the general meeting of shareholders in a legally secure manner, it is provided that no purchases will be made in the period from (and including) 06 May 2024 until (and including) 17 May 2024.

With the approval of the Supervisory Board, the Executive Board thereby makes use of the authorization granted by the general meeting of shareholders on 11 May 2023. Pursuant to the authorization, SAP SE is authorized to acquire until the expiry of 10 May 2028 shares in the Company representing a pro rata amount of capital stock of up to € 120 million in aggregate, with the proviso that the shares purchased under the authorization, together with any other shares in the Company which were previously acquired and are still held by the Company or which are attributable to the Company pursuant to Section 71d and Section 71e AktG, at no time account for more than 10% of the Company's capital stock. Accordingly, the maximum number of shares which SAP may acquire under the existing authorization amounts to 61,554,127 shares. The authorization of 11 May 2023 may be exercised once or several times, in whole or in part.

Pursuant to the authorization granted by the general meeting of shareholders on 11 May 2023, in the event that the acquisition is effected on the stock exchange, the purchase price for the acquisition per share (exclusive of any ancillary costs) must not exceed the average trading price of the share on the Frankfurt Stock Exchange during the three trading days preceding the date of acquisition of the shares, calculated on the basis of the arithmetic mean of the closing auction prices of the SAP share in the XETRA trading system of the Frankfurt Stock Exchange (or any electronic trading system replacing the XETRA trading system), by more than 10% or fall below this price by more than 20%.

In addition, the mandated bank is obliged to comply with the trading conditions of Article 3 of the Delegated Regulation (EU) No. 2016/1052 of the Commission dated 8 March 2016 (hereafter: EU-R 2016/1052). Correspondingly, no purchase price will be paid which exceeds the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out. Furthermore, the purchases will not on any trading day account for more than 25% of the average daily volume of the shares on the trading venue on which the purchase is carried out, provided that the average daily volume will be based on the average daily volume traded in the shares during the 20 trading days preceding the date of purchase. Purchase orders will only be placed while trading is ongoing and not in any auction phases, and any orders existing at the beginning of an auction phase will not be modified during this phase.

The Company may use the repurchased shares for all purposes which are in accordance with the authorization granted by the general meeting of shareholders on 11 May 2023.

The share buy-back will be implemented in compliance with the requirements of Articles 5, 14 and 15 of Regulation (EU) No. 596/2014 of the European Parliament and the Council of 16 April 2014 (hereafter: MAR) in connection with the provisions of EU-R 2016/1052, except for the limitation to one of the purposes named in Article 5 (2) MAR.

The share buy-back will be carried out by involving an independent bank acting as principal for the Company’s account. The bank must carry out the acquisition of the Company’s shares in accordance with the regulations specified above and comply with the provisions of the authorization of the general meeting of shareholders of SAP SE dated 11 May 2023.

The bank will make its decisions concerning the timing of the acquisition of the shares independently of, and without being influenced by, the Company. This is without prejudice to the Company’s rights of early termination of the bank’s mandate and/or transferring the mandate to one or more other banks.

In accordance with applicable legal requirements, the share buy-back may at any time be terminated, suspended or resumed, as the case may be.

All transactions under the share buy-back programme will be adequately disclosed in accordance with the requirements of Article 2 (2) and (3) of EU-R 2016/1052 no later than by the end of the seventh trading day after the day of execution in detailed as well as in aggregated form. In addition, pursuant to Article 2 (3) of EU-R 2016/1052, the Company will publish the transactions on its Website under https://www.sap.com/investors/en.html (under the category Stock/Share Buy-Back) and ensure that the information will be publicly available for at least five years from the day of the disclosure.

SAP SE

The Executive Board