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Invitation to the Annual General Meeting of Shareholders 2024

[Non-binding translation from German]

Invitation to the

Annual General Meeting of Shareholders

of SAP SE

having its registered office in Walldorf, Germany

Securities Identification Number (Wertpapierkennnummer): 716 460

ISIN: DE 000 7 164 600

The shareholders in our Company are hereby invited to attend the Annual General Meeting of Shareholders at the SAP Arena, An der Arena 1, 68163 Mannheim, Germany, on Wednesday, May 15, 2024, at 10.00 hours (Central European Summer Time - CEST).

Invitation to the Annual General Meeting of Shareholders 2024

Overview of Contents

I. Agenda

3

1. Presentation of the adopted annual financial statements and the approved consolidated

	financial statements, the combined management report and Group management report of
	SAP SE, including the Executive Board's explanatory notes relating to the information
	provided pursuant to Sections 289a and 315a of the German Commercial Code
	(Handelsgesetzbuch, "HGB"), and the Supervisory Board's report, each for fiscal year 2023	3
2.	Resolution on the appropriation of the retained earnings for fiscal year 2023	3
3.	Resolution on the formal approval of the acts of the Executive Board in fiscal year 2023	4
4.	Resolution on the formal approval of the acts of the Supervisory Board in fiscal year 2023	4

5. Appointment of the auditors of the annual financial statements and group annual financial

	statements and of the auditors of the sustainability reporting for fiscal year 2024	4
6.	Resolution on the approval of the compensation report for fiscal year 2023	4
7.	Election of Supervisory Board members	4

8. Resolution on the compensation of the Supervisory Board members under amendment of

Article 16 of the Articles of Incorporation	6
9. Resolution on the amendment of Article 18 (3) of the Articles of Incorporation	7
II. Information regarding Item 6 on the Agenda: Compensation report
for fiscal year 2023	8
III. Information regarding Item 7 on the Agenda: Elections to the
Supervisory Board	44
IV. Information regarding Item 8 on the Agenda: Compensation of the
Supervisory Board members	51
V. Further information and details concerning the Annual General
Meeting of Shareholders	56

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1. Agenda

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements, the combined management report and Group management report of SAP SE, including the Executive Board's explanatory notes relating to the information provided pursuant to Sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch, "HGB"), and the Supervisory Board's report, each for fiscal year 2023

These documents can be viewed on the Internet at www.sap.com/agm.

On February 21, 2024, the Supervisory Board approved the annual financial statements prepared by the Executive Board in accordance with Section 172 sentence 1 of the German Stock Corporation Act (Aktiengesetz; "AktG"). The annual financial statements have thus been adopted. At the same time, the Supervisory Board also approved the consolidated financial statements. In accordance with Section 173 (1) AktG, it is therefore not necessary for the General Meeting of Shareholders to adopt the annual financial statements and to approve the consolidated financial statements. The other aforementioned documents, too, must merely be made available to and, pursuant to Section 176 (1) sentence 2 AktG, explained at the General Meeting of Shareholders, with no resolution being required (except in respect of the appropriation of retained earnings).

2. Resolution on the appropriation of the retained earnings for fiscal year 2023

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

The retained earnings for fiscal year 2023 in the amount of €12,378,400,163.38, as reported in the annual financial statements, are to be appropriated as follows:

Payment of a dividend in the amount of €2.20 per no-par value share
carrying dividend rights	= €2,567,903,923.20
Transfer to other revenue reserves	= €0.00
And carry-forward of the remainder to new account	= €9,810,496,240.18

The dividend amount and the remainder to be carried forward to new account set out in the above resolution proposal are based on a capital stock carrying dividend rights of €1,167,229,056.00, divided into 1,167,229,056 no-par value shares, as at December 31, 2023.

The number of shares carrying dividend rights may change by the time the resolution on the appropriation of retained earnings is passed. In this case, the Executive Board and the Supervisory Board will submit an amended resolution proposal on the appropriation of retained earnings to the General Meeting of Shareholders, which will also provide for a distribution of €2.20 per no-par value share carrying dividend rights. Such amendment will be made as follows: If the number of shares carrying dividend rights, and thus the total dividend amount, decreases, the amount to be carried forward to new account will be increased accordingly. If the number of shares carrying dividend rights, and thus the total dividend amount, increases, the amount to be carried forward to new account will be reduced accordingly.

In accordance with Section 58 (4) sentence 2 AktG, the claim for payment of the dividend will become due on the third business day (Geschäftstag) (within the meaning of the relevant provisions of the

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German Civil Code (Bürgerliches Gesetzbuch; "BGB")) after the resolution has been passed by the General Meeting of Shareholders, that is, on Tuesday, May 21, 2024.

3. Resolution on the formal approval of the acts of the Executive Board in fiscal year 2023

The Supervisory Board and the Executive Board propose that the acts of the members of the Executive Board holding office in fiscal year 2023 be formally approved for that period.

4. Resolution on the formal approval of the acts of the Supervisory Board in fiscal year 2023

The Executive Board and the Supervisory Board propose that the acts of the members of the Supervisory Board holding office in fiscal year 2023 be formally approved for that period.

5. Appointment of the auditors of the annual financial statements and group annual financial statements and of the auditors of the sustainability reporting for fiscal year 2024

Following a corresponding recommendation by the Audit and Compliance Committee, the Supervisory Board proposes that BDO AG Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, be appointed auditors of the annual financial statements and group annual financial statements and auditors of the sustainability reporting for fiscal year 2024.

The appointment of the auditors of the sustainability reporting is made as a precaution in case the German legislator, in implementing Article 37 of the Statutory Audit Directive 2006/43/EC as amended by CSRD (EU) 2022/2464 of December 14, 2022, should require an explicit appointment of the auditors of the sustainability reporting by the general meeting of shareholders; in other words, in case under German implementation law, the statutory auditors of the annual financial statements and group annual financial statements should not automatically be responsible for the audit of the sustainability reporting.

The Audit and Compliance Committee has declared in its recommendation that this recommendation is free from any undue influence by third parties, and that no clause restricting the choice of the General Meeting of Shareholders within the meaning of Article 16 (6) of the EU Auditor Regulation (Regulation (EU) No 537/2014) has been imposed on the Audit and Compliance Committee.

6. Resolution on the approval of the compensation report for fiscal year 2023

Section 120a (4) sentence 1 AktG stipulates that the general meeting of shareholders of a listed company must resolve on the approval of the compensation report for the previous fiscal year prepared and audited in accordance with Section 162 AktG.

The full content of SAP SE's compensation report for fiscal year 2023, which has been prepared and audited in accordance with Section 162 AktG, including the auditor's certificate on the audit of the compensation report, can be found in Section II of this invitation (Information regarding Item 6 on the Agenda: Compensation report for fiscal year 2023).

The Executive Board and the Supervisory Board propose to resolve as follows:

The compensation report of SAP SE for fiscal year 2023, which has been prepared and audited in accordance with Section 162 AktG, is approved.

7. Election of Supervisory Board members

With the close of this year's Annual General Meeting of Shareholders, the mandates of the Supervisory Board members Aicha Evans, Gerhard Oswald, Dr. Friederike Rotsch, und Prof. Dr. h. c. mult. Hasso Plattner are scheduled to expire. In addition, Supervisory Board member Dr. h. c. Punit Renjen has

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chosen to resign his mandate on the Supervisory Board with effect from the end of the Annual General Meeting of Shareholders on May 15, 2024. Therefore, new elections to the Supervisory Board must be held - with each candidate being elected by way of a separate vote.

The Supervisory Board proposes that the following persons be elected to the Supervisory Board of

SAP SE:

1. Aicha Evans, Chief Executive Officer and member of the Board of Directors, Zoox, Inc., Foster City, California, USA, residing in Los Gatos, California, USA, with effect from the end of the General Meeting of Shareholders on May 15, 2024, until the end of the General Meeting of Shareholders resolving on the formal approval of the acts of the Supervisory Board for fiscal year 2027 (that is, for a period of approximately four years),
2. Gerhard Oswald, Managing Director, Oswald Consulting GmbH, Walldorf, Germany, and associate lecturer, Technical University of Munich (Technische Universität München), Munich, Germany, residing in Walldorf, Germany, with effect from the end of the General Meeting of Shareholders on May 15, 2024, until the end of the General Meeting of Shareholders resolving on the formal approval of the acts of the Supervisory Board for fiscal year 2025 (that is, for a period of approximately two years),
3. Dr. Friederike Rotsch, Group General Counsel, Deutsche Bank AG, Frankfurt, Germany, residing in Königstein im Taunus, Germany, with effect from the end of the General Meeting of Shareholders on May 15, 2024, until the end of the General Meeting of Shareholders resolving on the formal approval of the acts of the Supervisory Board for fiscal year 2027 (that is, for a period of approximately four years),
4. Prof. Dr. Ralf Herbrich, Managing Director and professor for artificial intelligence and sustainability, Hasso Plattner Institute for Digital Engineering gGmbH, Potsdam, Germany, residing in Falkensee, Germany, as successor for Dr. h. c. Punit Renjen with effect from the end of the General Meeting of Shareholders on May 15, 2024, until the end of the General Meeting of Shareholders resolving on the formal approval of the acts of the Supervisory Board for fiscal year 2027 (that is, for a period of approximately four years), and
5. Dr. h. c. mult. Pekka Ala-Pietilä, Chairman of the Board of Directors of Sanoma Corporation, Helsinki, Finland, residing in Helsinki, Finland, with effect from the end of the General Meeting of Shareholders on May 15, 2024, until the end of the General Meeting of Shareholders resolving on the formal approval of the acts of the Supervisory Board for fiscal year 2025 (that is, for a period of approximately two years).

These election proposals are based on corresponding proposals by the Nomination Committee, take into account the objectives resolved by the Supervisory Board regarding its composition, and aim at fulfilling the Profile of Skills and Expertise prepared by the Supervisory Board for the entire Board. The Diversity Policy prepared by the Supervisory Board regarding its composition is thereby also implemented. For details, please see the Corporate Governance Statement for fiscal year 2023 which can be accessed at the Internet address

https://www.sap.com/investors/en/governance.html,

and the Profile of Skills and Expertise prepared by the Supervisory Board, which can be accessed at the Internet address

https://www.sap.com/investors/en/governance/supervisory-board.html.

If elected, Dr. h. c. mult. Pekka Ala-Pietilä intends to stand for the position of Chair of the Supervisory Board.

The Supervisory Board made sure with the nominated candidates that they have sufficient time to perform their mandates.

The information pursuant to Section 125 (1) sentence 5 AktG regarding the memberships in other supervisory boards to be established by law and in comparable supervisory bodies of commercial enterprises in Germany and abroad and the résumés of the candidates are set out in Section III below (Information regarding Item 7 on the Agenda: Election of Supervisory Board members).

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Please also note the following regarding the election of Supervisory Board members:

In accordance with Article 40 (2) and (3) of Council Regulation (EC) No 2157/2001 (SE Regulation), Section 17 of the German SE Implementation Act (SE-Ausführungsgesetz; "SEAG"), Section 21 (3) of the German Act on Employee Involvement in European Companies (SE-Beteiligungsgesetz; "SEBG"), Part II clauses 2 and 3 of the Agreement on the Involvement of Employees in SAP SE (Vereinbarung über die Beteiligung der Arbeitnehmer in der SAP SE) dated March 10, 2014, in the version last amended on November 23, 2023, and Article 10 (1) of the Articles of Incorporation of SAP SE, the Supervisory Board of SAP SE comprises 18 members, nine of whom will be elected by the General Meeting of Shareholders as shareholder representatives. The remaining nine members will be appointed as employee representatives under the Agreement on the Involvement of Employees in SAP SE referred to above. Pursuant to Section 17 (2) SEAG, the Supervisory Board of SAP SE must be made up of at least 30% men and women each. Therefore, at least five seats on the Supervisory Board of SAP SE must be occupied by women and five seats by men - applying the rounding rule of Section 96 (2) sentence 4 AktG mutatis mutandis. The Supervisory Board's election proposal is in line with these requirements, whereby it is assumed that the procedure for appointing employee representatives to the Supervisory Board, which was initiated prior to the convening of the General Meeting of Shareholders but will only be completed after the convocation of, and prior to, the General Meeting of Shareholders, will not lead to a change in the previous gender quota on the employee representatives' side.

8. Resolution on the compensation of the Supervisory Board members under amendment of Article 16 of the Articles of Incorporation

The provisions on the Supervisory Board's compensation contained in the Articles of Incorporation are to be amended to adjust the compensation of the chairperson of the Supervisory Board in line with the increased requirements of this role. To this end, the Supervisory Board's compensation and the underlying compensation system are again presented to this year's Annual General Meeting of Shareholders for adoption of a resolution pursuant to Section 113 (3) AktG.

The compensation of the Supervisory Board members is set forth in Article 16 of the Articles of Incorporation of SAP SE. Pursuant to this provision, the Supervisory Board members receive fixed compensation for their role, the amount of which depends on the tasks performed on the Supervisory Board or its committees. There is no provision for variable compensation for the Supervisory Board members, which would depend on the achievement of certain targets or goals, nor is there an attendance fee.

This concept shall be retained for the future. However, the Executive Board and Supervisory Board propose to increase the compensation of the chairperson of the Supervisory Board, while no additional compensation is to be paid to the chairperson of the Supervisory Board for chairing committees or for committee memberships.

In fiscal year 2023, SAP SE reviewed the current compensation of the chairperson of the Supervisory Board with the support of an independent external compensation expert and, in particular, subjected it to an international comparison with European and U.S. publicly listed companies. The review revealed that the amount of the current compensation of the chairperson of the Supervisory Board should be adjusted. This applies for several reasons: On the one hand, the workload for the chairperson of the Supervisory Board has increased significantly in recent years due to constantly growing requirements and responsibilities. On the other hand, it must be considered that the international market and business environment has become increasingly complex and challenging. In line with this, SAP SE, as one of the world's leading providers of business software, has to demand particularly high standards in terms of the qualifications and expertise of the chairperson of the Supervisory Board. The current compensation of the chairperson of the Supervisory Board does not meet these requirements and market practice in a market comparison - especially in comparison to publicly listed European, U.S., and other DAX40 companies. An attractive increase in compensation is essential to be competitive and to be able to attract suitable candidates for the position of chairperson of the Supervisory Board of SAP SE. The following proposed adjustment to the compensation of the chairperson of the Supervisory Board takes this into account.

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The wording of Article 16 of the Articles of Incorporation in its previous version and in its new version proposed herein can be found in Section IV of this invitation (Information regarding Item 8 on the Agenda: Compensation of the Supervisory Board members). In addition, a more detailed description of the compensation system underlying this provision of the Articles of Incorporation can be found there, applying Section 87a (1) sentence 2 AktG mutatis mutandis.

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

1. Article 16 (1) sentence 2 of the Articles of Incorporation of SAP SE is amended as follows:
   "The chairperson of the Supervisory Board shall receive an annual basic compensation of €600,000, and each deputy chairperson shall receive €220,000."
   To Article 16 (2) of the Articles of Association of SAP SE, the following new sentence 4 shall be added:
   "The chairperson of the Supervisory Board shall not receive any additional compensation for chairing, or being a member of, any committees."
   In all other respects, Article 16 of the Articles of Incorporation of SAP SE shall remain unchanged.
2. The compensation of the Supervisory Board members pursuant to Article 16 of the Articles of Incorporation of SAP SE as amended under a) above, including the underlying compensation system described in detail in the invitation to the General Meeting of Shareholders on
   May 15, 2024, in Section IV, is approved.
3. The new compensation rule will apply from May 15, 2024.

9. Resolution on the amendment of Article 18 (3) of the Articles of Incorporation

On December 15, 2023, the Financing for the Future Act (Zukunftsfinanzierungsgesetz; "ZuFinG") of December 11, 2023, came into force. Among other things, this legislation changed the record date according to Section 123 (4) sentence 2 AktG from the beginning of the 21st day before the general meeting of shareholders to the close of business on the 22nd day.

Article 18 (3) sentence 2 of the Articles of Incorporation of SAP SE stipulates that the proof of shareholding on which the shareholders' right to participate in the Annual General Meeting and to exercise their voting rights depends shall refer to the beginning of the 21st day prior to the Annual General Meeting. This provision of the Articles of Incorporation of SAP SE is based on the previous legal situation and is now to be adapted to the new legal situation.

The Executive Board and the Supervisory Board propose that the following resolution be adopted:

Article 18 (3) sentence 2 of the Articles of Incorporation of SAP SE shall be restated as follows:

"The proof shall relate to the close of business of the 22nd day prior to the General Meeting of Shareholders."

In all other respects, Article 18 of the Articles of Incorporation of SAP SE shall remain unchanged.

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1. Information regarding Item 6 on the Agenda: Compensation report for fiscal year 2023

Under item 6 of the agenda, the Executive Board and the Supervisory Board propose that the compensation report of SAP SE for fiscal year 2023, which was prepared and audited in accordance with Section 162 AktG, be approved. Pursuant to Section 124 (2) sentence 3 AktG, the full content of this compensation report, including the auditor's report on the audit of the compensation report, is therefore published as follows:

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Compensation Report

Compensation for Executive and Supervisory Board Members

This compensation report describes the two compensation systems for Executive and Supervisory Board members, outlines the criteria that apply to the compensation for the year 2023, and discloses the amount of compensation. The compensation system for Executive Board members was approved by the Annual General Meeting on May 20, 2020, and the compensation system for Supervisory Board members was approved by the Annual General Meeting on May 11, 2023.

The current compensation report meets the requirements of section 162 of the German Stock Corporation Act (AktG). The compensation report for 2022 was approved by the Annual General Meeting on May 11, 2023.

The Supervisory Board engages regularly with SAP's stakeholders, including investors, on the appropriateness of compensation transparency and structure. Based on this input, a new compensation system for the Executive Board members was approved at the Annual General Meeting on May 11, 2023. The new compensation system is effective from 2024 and will therefore form the basis of the 2024 compensation report. For more information, please see the 2024 compensation system for Executive Board members.

Compensation for Executive Board Members

Compensation System

The compensation for Executive Board members is intended to reflect the demanding role of Executive Board members leading a global company in a rapidly evolving sector. The compensation level is aimed to be competitive to support SAP in the global market for highly skilled executives, especially in the context of the international software industry. It is our goal that our Executive Board compensation provides sustainable incentive for committed, successful work in a dynamic business environment.

The Supervisory Board - supported by its Personnel and Governance Committee - determines the compensation for each Executive Board member based on their individual role and performance in its first regular meeting of each fiscal year, following the principles that the compensation:

• Promotes the business strategy
• Ensures that extraordinary performance is appropriately rewarded and any failure to achieve specific targets triggers a tangible reduction in the compensation
• Is in line with market standards in terms of its level and structure and reflects the Company's size, complexity, and economic situation
• Takes account of the pay structure in the Company as a whole. In this context, the compensation is compared with the pay of SAP executives and non-executive SAP employees to ensure that the principle of proportionality is observed within SAP.

The compensation system is, to a major extent, already aligned with the compensation agreements currently in place, with the exception of a few provisions relating to fringe benefits and/or pension commitments. When, in future, new members are appointed or members are reappointed, the Supervisory Board will ensure that the specific total compensation is aligned with the compensation system.

For more information about the work of the Supervisory Board and its committees, see the Report by the Supervisory Board.

The compensation contains performance-based elements and non-performance-based elements, as follows:

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Compensation

Non-performance-based compensation	Performance-based compensation
Fixed	Fringe	Retirement	STI	LTI
Short-term	Long-term
compensation	benefits	pension
incentive	incentive

The amount of performance-based compensation depends primarily on SAP's performance against predefined target values (Key Performance Indicators, KPIs) and on the SAP share price, and is subject to hurdles and caps. These KPIs and their target values as well as their weighting are set by the Supervisory Board each year and are aligned to the SAP budget for that year or to SAP's externally communicated financial ambitions.

The Supervisory Board sets the individual total target compensation for each Executive Board member, comprised of the fixed compensation element and the two performance-based elements. This target compensation is benchmarked based on SAP's global strategy, market position, business performance and future prospects of economy, and the compensation paid at comparable national and international companies. The benchmarking was conducted in January 2023 based on the compensation data from the DAX 40 companies as well as selected U.S.-based IT and other technology companies.1 This benchmark was the basis for all compensation decisions made for 2023 and led to no changes. The Supervisory Board reviews, assesses, and sets the target compensation in its first meeting of each fiscal year (February 22, 2023, for 2023). The Supervisory Board is of the opinion that this approach ensures that the compensation is appropriate.

The compensation system is designed to support long-term growth in the Company's value. The long- term incentive element therefore has significant weighting, making up about two-thirds of the CEO's compensation target, and more than 50% of the ordinary Executive Board members' compensation target.

In the case of any extraordinary, unforeseeable events, the Supervisory Board is entitled, at its reasonable discretion, to adjust the performance-based compensation before payout upwards or downwards in the interest of SAP. This discretion is limited to +/−20% for the STI and to +/−10% for the LTI.

The individual elements of SAP's Executive Board compensation are described in more detail below.

Non-Performance-Based Compensation

Fixed Compensation

The fixed compensation is paid monthly in 12 equal installments in the Executive Board member's home currency. Home currency is the currency of the Executive Board member's primary place of residence.

Fringe Benefits

The contractually guaranteed fringe benefits mainly comprise insurance contributions, benefits in kind, expenses for maintenance of two households, use of aircraft, and tax gross-ups according to local conditions. The recurring fringe benefits are limited in terms of value to 10% of fixed compensation for ordinary Executive Board members and to 20% for the CEO. Executive Board members who have their permanent residence outside Germany are granted reimbursement of expenses for tax advice with a maximum value of 15% of fixed compensation for ordinary Executive Board members and 30% for the CEO. In case of a relocation to Germany from abroad, a relocation package of up to 15% of fixed compensation for ordinary Executive Board members and up to 30% for the CEO can be granted.

1 The following U.S.-based companies were included: Adobe, Amazon.com, Apple, Automatic Data Processing, Cisco Systems, Cognizant Technology Solutions, Dell Technologies, DXC Technology, Meta, Hewlett Packard Enterprise, International Business Machines, Microsoft, Netflix, Oracle, salesforce.com, ServiceNow, VMware, Western Digital, and Workday.

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