Message from the Chairman | March 31, 2023

Message from Professor Dr. Hasso Plattner, Chairman, SAP Supervisory Board

Dear Shareholders,

2022, the year we celebrated SAP's 50th birthday, was a successful year for SAP we can be proud of. We continue to achieve milestones in our Cloud transformation. At the same time, 2022 was a year shaped significantly by the Russian war of aggression in Ukraine and the global economic repercussions associated with it. I want to once again strongly state our solidarity with the Ukrainian people.

With this in mind the resilience of SAP and the relevance of our strategy stands out. In 2022, we achieved all of our guidance metrics. For the year, Cloud revenue was up 33% (24% at constant currencies), driven by our flagship SAP S/4HANA Cloud, which was up 91% (74% at constant currencies). 2023 aims to be a pivotal year in our Cloud transition. As promised when the strategic shift was announced in 2020, we expect double-digit growth in operating profit this year, forecasting a 10%

- 13% increase in non-IFRS operating profit.

Last year, we expanded the dialog the Supervisory Board has with investors. I met with investors in March, while our Lead Independent Director, Dr. Friederike Rotsch, held a Corporate Governance Road Show in September. We discussed the feedback received extensively in the Supervisory Board plenary and in the relevant committees. In this letter, I would like to share some context about decisions we have made.

My Final Year

Over the past years shareholders have asked questions about succession planning. I promised that this was being taken care of in an orderly process, but I did not want to share too much information until we were close to the final transition. In February, we announced that the Supervisory Board has nominated Dr. h. c. Punit Renjenas candidate for election to the Supervisory Board by the SAP SE Annual General Meeting of Shareholders on May 11, 2023. Further, we named him designated successor to chair of the Supervisory Board.

Punit has an impeccable track record and is an excellent candidate to eventually take the chair at a time when SAP is undergoing the most fundamental strategic transformation in its 50-year history. Punit's valuable strategic insights and knowledge of what businesses need in today's fast-changing environment would be a real win for SAP. He has an intimate understanding of global customer requirements, understands our ecosystem, and recognizes SAP's ability to help them sustainably transform and grow.

We will use the time after his election to onboard him ensuring a smooth transition. I asked him to drill me with any questions and I will do everything I can to provide an orderly transition.

Selection Process

I would like to share some details around how we came to this decision. The Supervisory Board, specifically the Nominating Committee, under the leadership of Dr. Gunnar Wiedenfels, conducted a very comprehensive and lengthy search process, beginning with the definition of a clear search profile of competencies that a candidate must possess.

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Message from the Chairman | March 31, 2023

The search for potential candidates was extensive and international: both internally and externally and through many confidential channels and networks. All candidates under consideration were discussed and evaluated by the Nomination Committee. Further, an external HR consultancy was mandated to support the Nomination Committee in the search and also made many proposals we considered. The Nomination Committee considered Punit to be an excellent candidate and therefore included him in its search and selection process and later shortlisted him.

All members of the Nomination Committee then conducted interviews with the shortlisted candidates. The Nomination Committee decided that Punit was the best candidate, so individual interviews were set up with all 18 Supervisory Board members, in order to enable each Supervisory Board member to form their own impression of the candidate. Some members, such as myself and Gunnar Wiedenfels spoke to Punit extensively on several occasions. The comprehensive picture that all Supervisory Board members, both the shareholder representatives and the employee representatives, were able to form ultimately led to the decision.

In summary, this process was rigorous and thoughtful, and each Supervisory Board member reflected on the decision with the long-term success of SAP in mind.

Further Candidates

The Supervisory Board has also nominated Jennifer Liand Dr. Qi Luto stand for reelection. In their time on the Supervisory Board, they have proven to provide valuable insight. While I have always experienced our Board members as very engaged and focused, we have also heard your feedback regarding the number of mandates held by Board members. You will see in the official documents that Jennifer Li has given up two Board seats since her election by last year's Annual General Meeting of Shareholders, reducing her mandates to a level acceptable by most investors.

We have made a deliberate effort over the past years to increase the diversity of our Board and to ensure we have the right mix of skills as set out in the Profile of Skills and Expertise for the Supervisory Board. For the first time, we have published an individualized Qualification Matrixwhich maps the skills listed in the Profile of Skills and Expertise to the Supervisory Board members.

Change of CFO

I would like to welcome Dominik Asam to the Executive Board as new CFO. Dominik Asam is a well- rounded and experienced leader in global finance and technology, and with that the right person to continue powering SAP's successful cloud transformation. Welcome, Dominik!

Luka Mucic left SAP in March 2023 after a mutual agreement with the Supervisory Board. I would like to thank Luka for remaining fully committed to his role of CFO for a full year after the announcement of his departure. He always served with the passion he is known for. Thank you, Luka, for 27 years of service at SAP! I wish you much success for the future.

Executive Board Compensation

Another topic that is top of mind for investors is executive compensation. In our process and efforts to improve the current Executive Board Compensation System we received voluminous, detailed feedback about our current system and expectations. While there were some common themes we addressed, the feedback was heterogenous at times. We discussed this in the Supervisory Board and decided on the changes we felt were best for the long-term success of the Company.

You can read the details of the new compensation system, proposed for approval of this year's AGM in the invitation to the AGM. I would like to highlight some of the changes:

  • Variable pay, both short and long-term, is fully subject to performance criteria. Retention Share Units have been removed from the compensation system.

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Message from the Chairman | March 31, 2023

  • Non-financialKPIs have been adjusted, with net zero (in CO2 emissions) and gender diversity being added to the long-term incentive. A customer satisfaction score and employee engagement continue to be part of the short-term incentive.
  • The short-term incentive has a deferral, with 20% being paid out in virtual shares that are held for up to 2 years.
  • Caps have been lowered.
  • Discretionary bonuses are no longer permitted.
  • Shareholding guidelines have increased, with the Executive Board expected to hold shares valued at one year's base salary, for the CEO two years' base salary.
  • Finally, we have increased transparency by publishing the target curves for the short-term incentive ex post.

ESG

Sustainability is deeply anchored in our strategy, and we see this as providing us with a great advantage. We can achieve our sustainability objectives in two ways: by enabling companies to become more sustainable with SAP products, and by leading by example and striving for sustainability in all of our own business operations. We have just published our 11th Integrated Report, a clear demonstration of our holistic approach to management over the years.

We formally address the topic of sustainability at least once a year in the full plenum. In practice, this has been more often. The Audit and Compliance Committee also receives regular updates on sustainability and non-financial indicators from the Executive Board. Due to the large spectrum of ESG topics, also other committees regularly address sustainability and ESG topics in their work, such as the Technology and Strategy Committee, Go-To-Market and Operations Committee, People and Culture Committee, and the Personnel and Governance Committee. With this deep integration, I feel that a separate ESG/Sustainability Committee at this point would not be as effective as having the responsibility within the entire Supervisory Board.

Dividend

We have proposed a dividend of €2.05, which is a 5% increase over the previous regular dividend. This represents a payout ratio of 140% as measured by profit after tax (IFRS) and 105% as measured by EPS. This ratio is higher than in the past as profit after tax (IFRS) was negatively impacted by approx. €1 billion due to a decrease in SAPPHIRE Ventures' contribution. This is a fair value adjustment as required by IFRS 9 and does not materially impact current cash flows. Our dividend policy remains unchanged.

2023 Annual General Meeting of Shareholders

Last year we stated our intent to return to an in-person Annual General Meeting of Shareholders (AGM). We are looking forward to welcoming our shareholders in person to our AGM on May 11, 2023, in Mannheim. We recognize that many shareholders value the personal, live interaction that a physical AGM offers. At the same time, we do find it prudent to obtain authorization for virtual meetings to allow for a flexible decision in the interest of the Company and all its shareholders. The authorization is limited to two years and is in accordance with German law, which we feel adequately maintains shareholder rights. The sufficient and appropriate safeguarding of shareholders' rights is a key aspect for us, which we will adhere to in case of a potential future virtual AGM.

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Message from the Chairman | March 31, 2023

In closing

Thank you, on behalf of the Supervisory Board, for your investment in SAP. As I look to my final year as Chairman, I have never been more excited about the company's future and remain fully committed to SAP as a founder and shareholder.

For the Supervisory Board,

Professor Dr. Hasso Plattner (Chairman)

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SAP SE published this content on 11 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2023 14:36:49 UTC.