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Publication of SAP SE, Walldorf, pursuant to Sec. 62 para. 3 sent. 2 half sent. 1 UmwG

– Information about upcoming merger –

  1. It is intended to merge LeanIX GmbH (local court of Bonn, HRB 19137) as transferring company in the course of a simplified group merger into SAP SE as acquiring company. Therefore, the assets of LeanIX GmbH in its entirety together with all rights and obligations are transferred to SAP SE with effectiveness as of 1 January 2025, 0:00 a.m. (“effective merger date”). From the effective merger date to the date of the expiry of LeanIX GmbH pursuant to Sec. 20 para. 1 No.2 UmwG
    all acts and businesses undertaken by LeanIX GmbH shall be deemed to have been undertaken for the account of SAP SE.

    SAP SE is the sole shareholder of LeanIX GmbH. A merger resolution of the acquiring company SAP SE is not necessary pursuant to Sec. 62 para. 1 sent. 1 UmwG. A resolution of the general meeting of Shareholders of SAP SE on the approval of the merger agreement is also not required because SAP SE as the acquiring company holds the share capital of LeanIX GmbH in full. Since SAP SE holds all shares in LeanIX GmbH, the preparation of a merger report, a merger audit and an audit report is not required pursuant to Secs. 8 para. 3 sent. 3 no. 1 a), 9 para. 2, 12 para. 3, 60 UmwG.

  2. The stakeholders of SAP SE with a combined holding of one-twentieth of the share capital of the company are herewith advised of their right to request the convention of a general meeting to decide on the approval of the merger (Sec. 62 para. 2 sent. 1, para. 3 sent. 3 UmwG).
  3. A resolution of the shareholder’s meeting of LeanIX GmbH on the approval of the merger agreement is not required pursuant to section 62 para. 4 sent. 1 UmwG because SAP SE is the sole shareholder of LeanIX GmbH.
  4. As of the date of this announcement, the following documents can be assessed by the links below:
    1. The draft merger agreement between SAP SE and LeanIX GmbH.
    2. The annual financial statements and, where required, the annual reports of the companies who are parties to the merger for last three fiscal years:

      2022 SAP SE Statutory Financial Statements and Review of Operations (HGB)
      2023 SAP SE Statutory Financial Statements and Review of Operations (HGB)
      2024 SAP SE Statutory Financial Statements and Review of Operations (HGB)
      2021 LeanIX GmbH
      2022 LeanIX GmbH
      2023 LeanIX GmbH

SAP SE, May 23, 2025

The Board of Directors

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