SAP : Corporate Governance Statement (sap 2025 cgs)

Sound corporate governance is a basic tenet of responsible management at SAP. As a global company with an international shareholder base, we attach particular importance to managing and controlling the Company accountably and transparently to secure long-term value. We believe that our shareholders, business partners, employees, and the financial markets reward good corporate governance with the increased trust they place in our Company. This Statement presents the basic facts of corporate

governance at the SAP Group as required by the German Commercial Code, section 315d in accordance with section 289f, and the German Corporate Governance Code (GCGC, or Code).

Corporate Governance Principles at SAP

General Information About the Company

SAP is an international software firm with European roots, having the legal form of a European Company (Societas Europaea, or SE). Being an SE headquartered in Walldorf, Germany, we are subject to European and German law for SEs in addition to German stock corporation law. SAP SE maintains a two-tier governance structure comprised of an Executive Board which manages the Company, and a Supervisory Board which advises and monitors the Executive Board. In addition, the principle of parity for workforce

representatives applies to the Supervisory Board. This principle is stipulated in the SAP SE Employee Involvement Agreement, which governs the participation of SAP’s European employees in the corporate governance of SAP SE. The SAP SE Employee Involvement Agreement is published on SAP’s website at

Corporate Governance According to German and U.S. Rules

Because SAP SE is listed on a German stock exchange, our corporate governance is based not only on the applicable laws and our articles of incorporation which are published on SAP’s website at but also on

the Code.

Since SAP is also listed in the United States, we are also subject to the rules that apply to non-U.S. companies listed on the New York Stock Exchange (NYSE). These include the requirements, as they apply to foreign private issuers, of the NYSE Corporate Governance Standards, the U.S. Sarbanes-Oxley Act of 2002, and the U.S. Securities and Exchange Commission (SEC). Besides implementing the requirements of the Sarbanes-Oxley Act, section 404, and other Sarbanes-Oxley Act requirements, including conducting an annual

audit of our internal control over financial reporting, we comply with the corporate governance standards of the NYSE Listed Company Manual, section 303A, which bind foreign private issuers. The section 303A standards that apply to SAP include the requirement to have an audit committee composed of members who are independent, subject to applicable home country exemptions.

Declaration Pursuant to Section 161 of the German Stock Corporation Act on Compliance with the Code

It is a requirement of the German Stock Corporation Act, section 161, that the executive board and supervisory board of a European Company (Societas Europaea, or SE) listed in Germany issue not less frequently than annually a declaration stating the extent to which their company has followed and intends in the future to follow the recommendations in the Code. The Executive Board and Supervisory Board of SAP SE published the following declaration of compliance in October 2025.

Declaration by the Executive Board and the Supervisory Board of SAP SE pursuant to section 161 of the German Stock Corporation Act (Aktiengesetz) on compliance with the German Corporate Governance Code

Pursuant to section 161 of the German Stock Corporation Act, the Executive Board and the Supervisory Board of SAP SE (SAP) declare as follows:

Since the last Declaration on Compliance of October 2024, SAP has complied with the recommendations set out in the German Corporate Governance Code (the “Code”) as amended on April 28, 2022 (published in the Federal Gazette (Bundesanzeiger) on June 27, 2022) with the below exceptions listed below in No. 1 and No. 2.

In the future, SAP will comply with the recommendations set out in the Code as amended on April 28, 2022 (published in the Federal Gazette (Bundesanzeiger) on June 27, 2022) with the exception listed below in No. 2:

1. Determination of the performance criteria for the 2025 tranche of the Long-Term Incentive Plan (LTI) only in fiscal year 2025 (declaration of deviation from recommendation G.7 sentence 1 of the Code).
   

   As Executive and Supervisory Board of SAP SE already declared in May 2025 in the Update of the 2024 Declaration of Compliance, the Supervisory Board decided to amend the ESG-related performance criteria with regard to the tranche of the LTI granted to the

   members of the Executive Board for the financial year 2025. In the LTI tranche 2025, the ESG-related performance criteria continue to have the climate performance target “Net Zero 2030” and now have a people sustainability target “Business Health Culture Index”.

   This determination was made before the LTI tranche 2025 was granted but is a deviation from the recommendation in section G.7

   sentence 1 of the Code because it was not made before the start of the fiscal year 2025. This decision was made in the current fiscal year in response to a series of Executive Orders issued by the US administration in January 2025, regarding the application of federal anti-discrimination regulations. As a global company, SAP ensures that we comply with the legal framework in the countries in which we operate.

   With regard to tranche 2026 and subsequent tranches of the LTI, the recommendation in section G.7, sentence 1 of the Code will be complied with again.

2. Disbursement of remaining variable remuneration components if an Executive Board member’s service contract is terminated (Precautionary declaration of non-conformity with recommendation G.12 of the Code)
   

The service contracts for Executive Board members and the remuneration system in place for the Executive Board of SAP provide that in the event of a premature termination of the service contract for Executive Board members due to a change of control (as defined in the service contract for Executive Board members) the tranches already granted under the respective SAP Long-Term

Incentive will be disbursed without undue delay. The disbursement will be made pro rata temporis in the proportion which the actual term that was shortened due to the change of control bears to the four-year-term of a tranche plus 50% of the portion which would be forfeited if pro rata temporis aspects alone were considered. In view of the above, we declare, by way of precaution, nonconformity with the recommendation set out in section G.12 of the Code. The reason for the provision described above is that a

change of control regularly entails changes within a company that let it appear unjustified to make the disbursement amount from long-term variable remuneration components dependent on the performance of the company and its share price after the change of control. In addition, SAP is convinced that the intended linkage of the remuneration to sustainable and long-term development is not lost due to this provision since the Executive Board members, during their term of service, cannot expect a change of control to later occur.

Walldorf, Germany, October 2025

For the Executive Board For the Executive Board

Christian Klein Dominik Asam For the Supervisory Board

Dr. h. c. mult. Pekka Ala-Pietilä

Information About the Suggestions in the Code

The Company voluntarily complies with the non-binding suggestions in the Code with the exception of suggestions A.8 and G.14.

According to suggestion A.8, in the event of a takeover bid, the executive board should convene an extraordinary general meeting where shareholders can discuss the takeover offer and, if necessary, decide on corporate actions. The Executive Board of SAP SE, however, will only decide on whether or not to convene an extraordinary general meeting based on a concrete takeover bid being

made. The reason is that such decision should be made dependent on the concrete takeover offer, its terms and conditions, and the circumstances as to timing in the case at hand.

According to suggestion G.14, change of control clauses that commit to benefits in the case of early termination of an executive board member’s contract due to a change of control should not be agreed upon. Employment contracts with the members of the Executive Board of SAP SE, however, include change of control clauses that are customary in the market. This is intended to ensure that the Executive Board remains committed to acting in the best interests of the Company in the event of a change of control.

Executive Board

The Executive Board, which has six members at the time of issuance of this Corporate Governance Statement, bears sole

responsibility for the management of the Company. It has a duty to exercise its management powers in the interest of the Company and in pursuit of the sustained growth of corporate value. It closely cooperates with the Supervisory Board for the benefit of the

Company and is responsible for developing SAP’s strategy in close consultation with the Supervisory Board, and for implementing it.

In addition, the Executive Board ensures compliance throughout the Group with the requirements of the law, our articles of

incorporation, and our internal global policies, and maintains an adequate and effective internal control system and risk management system, which also comprise a compliance management system geared to the Company’s risk situation.

The Executive Board has established an Extended Board, which comprises the members of the Executive Board and other members who are chosen by the Executive Board. The Extended Board advises, coordinates, and supports the Executive Board’s work. It

particularly advises the Executive Board in strategy matters, driving business strategy execution globally within the entire SAP Group. Decision power remains solely with the Executive Board.

Composition of the Executive Board

General

The members of the Executive Board are appointed and removed by the Supervisory Board. In accordance with the

recommendation in the Code, the SAP Supervisory Board limits the first term of office of Executive Board members to three years. In addition, the Supervisory Board decided to likewise limit the term of office of reappointments to three years in general. SAP SE’s

articles of incorporation require that the Executive Board have at least two members. The Supervisory Board may determine a higher number of Executive Board members. It appoints one member of the Executive Board as chairperson and can appoint one or more members of the Executive Board as deputy chairpersons.

Current Composition

Information about the current composition of the Executive Board of SAP SE and the allocation of portfolios of responsibility is available on SAP’s website at as well as in SAP’s Integrated Report for the relevant fiscal year. On SAP’s website, we also publish, inter alia, biographies of the Executive Board members, information about their task-specific qualifications, as well as when their current terms of office will expire.

Side Activities

Information about memberships of the Executive Board members on supervisory boards and comparable supervisory bodies outside the SAP Group is available on SAP’s website at . The

Executive Board members assume any side activities, especially Group-external supervisory board mandates, only with the consent of the SAP Supervisory Board’s Personnel and Governance Committee. In accordance with the recommendation of the Code, no Executive Board member has more than two mandates on supervisory boards or comparable supervisory bodies in Group-external publicly listed companies or chairs the supervisory board of a Group-external publicly listed company. Furthermore, the

SAP Supervisory Board’s stipulation is also complied with, pursuant to which no member of the Executive Board may assume more than one mandate on a supervisory board or comparable supervisory body in a Group-external publicly listed company.

Succession Planning

When appointing Executive Board members, the Supervisory Board strives for the composition of the entire Executive Board that is best for the Company, diverse in nature and mutually complementary. Key criteria for selecting suitable candidates for the long-term succession planning are professional and personal skills for the allocable area of responsibility, as well as leadership skills, previous achievements, and industry knowledge. In connection with the long-term succession planning, the Supervisory Board regularly deals with highly qualified executives who serve as potential candidates for Executive Board positions. The Company applies a proven

methodology to promote particularly qualified executives, based on which the Supervisory Board screens candidates for the longterm succession planning.

Diversity

Furthermore, the Supervisory Board places great value on diversity in the composition of the Executive Board, particularly with regard to gender, educational and professional background, nationality, and age. The Supervisory Board especially aims for an

appropriate representation of women on the Executive Board. In this context, the Executive Board of SAP SE is required by law to include at least one woman and at least one man if it consists of more than three persons. In accordance with applicable German law and to promote business leadership best practices, the Supervisory Board has set the target that the SAP SE Executive Board must comprise as a rule at least two women and two men. While the statutory quota has been met, the more ambitious target set by

the Supervisory Board has not, with the current Executive Board comprising only one female Executive Board member. Nevertheless, the Supervisory Board adheres to the target and aims to meet it in the future.

To foster diversity in the composition of the Executive Board, the Supervisory Board also adopted a Diversity Policy

(Diversitätskonzept) which provides that, in relation to its composition, the aspects of gender, educational and professional background, internationality, and age be taken into account in the following manner:

• To ensure that women are represented appropriately, the Supervisory Board determined the abovementioned target of, as a rule, at least two women and at least two men on the Executive Board, which is more ambitious than the statutory quota.

• With regard to the educational and professional background, Executive Board members should be selected based on the

  competencies generally required on the Executive Board of SAP SE, and those required specifically for the Board area in question, in relation to general management and corporate governance, strategy development and implementation, research and development in IT and software products (including AI), finance and accounting, sales, services, marketing, and HR. Such

  competencies do not have to be acquired by university studies or any other professional formation but may also have been acquired by a different route, either within or outside SAP. In this context, the provisions of the SAP SE Employee Involvement

  Agreement also have to be complied with, which provide that one member of the Executive Board is responsible for labor and social affairs.

• To ensure an international composition of the Executive Board, it should comprise an appropriate number of members who do not originate from Germany, and who represent regions or cultural areas in which SAP does substantial business or operates locations. An appropriate number is one that reflects the size and composition of the Executive Board and must be adjusted accordingly as requirements change.

• In general, the Executive Board should have a mixed age structure, with a regular age limit of 65 years. In addition to that, no concrete targets relating to the age of individual or all members of the Executive Board were determined, as this would unduly limit the Supervisory Board’s discretion to select suitable Executive Board members.

The Diversity Policy for the Executive Board is implemented by way of the Supervisory Board’s and the Personnel and Governance Committee’s appropriate consideration of the aspects set forth in the Diversity Policy when recruiting and selecting suitable

candidates for membership on the Executive Board.

In fiscal year 2025, the Diversity Policy was applied in connection with the appointment of Sebastian Steinhaeuser to the Executive Board effective February 1, 2025. He is qualified to lead the Board area Strategy & Operations in his role as Chief Operating Officer by virtue of his long-standing and crucial contribution to shaping and implementing SAP’s corporate strategy, his previous leadership of SAP’s Business Transformation Management, Business Network, und Sustainability divisions, formerly as Chief Strategy Officer and later as Chief Strategy & Operating Officer, as well as his previous extensive tenure at Boston Consulting Group where he supported companies in their corporate and digital transformation journeys.

How the Executive Board Works

Overall Responsibility and Portfolios

Without prejudice to the overall responsibility of the Executive Board, the individual members have sole responsibility for managing the respective portfolios assigned to them. The individual Executive Board members have portfolios of responsibilities reflecting the rules of procedure and the schedule of portfolios unanimously adopted by the Executive Board in accordance with the articles of incorporation and which are subject to Supervisory Board approval. The Executive Board’s rules of procedure are published on

SAP’s website at

Regardless of their individual portfolio responsibilities, all members of the Executive Board remain fully informed at all times about developments critical to the progress of the Company’s business, so that they are always in a position to avert impending harm and

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