S-8

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SAP AG

(Exact name of registrant as specified in its charter)

Federal Republic of Germany	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executive offices; Zip Code)

SAP SHARE MATCHING PLAN
(Full title of plan)

Wendy Boufford
c/o SAP Labs LLC
3410 Hillview Avenue
Palo Alto, CA 94304
(Tel) 1-650-849-4000
(Name, address and telephone number, including area code, of agent for service)

Copy to:
A. Peter Harwich
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
(212) 610-6300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum		Amount of
	Amount to be		Offering Price		Aggregate Offering		Registration
Title of Securities to be Registered	Registered(1)		Per Share(2)		Price(2)		Fee(2)
Ordinary Shares of SAP AG, without nominal value		4,000,000	$	45.69	$	182,760,000	$	13,030.79

(1)

The number of Ordinary Shares being registered also includes an indeterminate number of Ordinary Shares that may be offered and issued as a result of stock splits, stock dividends or similar anti-dilution adjustments of the outstanding Ordinary Shares in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Estimated in accordance with Rule 457(h)(1) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based upon the average of the high and low price per Ordinary Shares reported on Xetra, the electronic trading platform of Deutsche Boerse AG, on June 24, 2010 translated into U.S. dollars at an exchange rate of €1 to $1.2262, the euro foreign exchange reference rate as published by the European Central Bank on that date.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428(b)(1) under the Securities Act, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the SAP Share Matching Plan (the “Plan”) covered by this Registration Statement as required by Rule 428(b)(1). Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) prospectus.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed with or furnished to the Securities and Exchange Commission (the “Commission”) by SAP AG (the “Registrant”) are incorporated by reference herein and shall be deemed to be part hereof:

(a)	The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the Commission on March 25, 2010;
(b)	All other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2009, including any reports on Form 6-K, including without limitation the Registrants reports on Form 6-K, furnished to the Commission on January 15, 2010, January 28, 2010, February 2, 2010, February 8, 2010, March 26, 2010, April 1, 2010, April 7, 2010, April 29, 2010, May 3, 2010, May 13, 2010, May 17, 2010, May 26, 2010 and June 18, 2010; and
(c)	The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 3, 2001, including any amendment or report filed for the purpose of updating such description.

     All documents filed with or furnished to the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including any Annual Report on Form 20-F and reports on Form 6-K, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date such reports are filed or furnished, as applicable.

     Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Ordinary Shares to be issued under the Plan has been passed upon for the Registrant by Michael Junge, General Counsel of SAP AG. Mr. Junge is a full time employee of the Registrant. Mr. Junge currently beneficially owns less than 0.001% of the Registrant’s outstanding Ordinary Shares.

Item 6. Indemnification of Directors and Officers.

     A German stock corporation may only indemnify members of its Executive Board or its Supervisory Board in limited circumstances. A German stock corporation may purchase directors’ and officers’ insurance. The Registrant maintains liability insurance for members of its Supervisory Board and members of its Executive Board in connection with their activities on the Registrant’s behalf, including against liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). With the exception of this liability insurance, there are no statutes, charters, provisions, by-laws, contracts or other arrangements under which any director or officer of the Registrant is insured or indemnified in any manner against liability which he may incur in his capacity as such.

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Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits

Exhibit	Description
4.1	Articles of Incorporation (Satzung) of SAP AG, as amended based on the resolution of the General Meeting of Shareholders of the Registrant dated June 8, 2010 (English translation).
4.2	SAP Share Matching Plan.
5.1	Opinion of Michael Junge of the Registrant’s Corporate Legal Department as to the legality of the Ordinary Shares covered by this Registration Statement.
23.1	Consent of Michael Junge (included in Exhibit 5.1).
23.2	Consent of KPMG AG, Independent Registered Public Accounting Firm.
24.1	Powers of Attorney (included on the signature page of this Registration Statement).

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

	provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Walldorf, Germany, on June 29, 2010.

SAP AG (Registrant)
By:	/s/ Bill McDermott
	Bill McDermott
	Co-Chief Executive Officer
By:	/s/ Jim Hagemann Snabe
	Jim Hagemann Snabe
	Co-Chief Executive Officer
By:	/s/ Dr. Werner Brandt
	Dr. Werner Brandt
	Chief Financial Officer

POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bill McDermott, Jim Hagemann Snabe and Dr. Werner Brandt, and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all subsequent registration statements pursuant to Instruction E of Form S-8 under the Securities Act, and any and all amendments (including post-effective amendments) to this Registration Statement or any such subsequent registration statement, and to file such subsequent registration statements and such amendments with all exhibits thereto and other documents in connection therewith with the Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Bill McDermott	Co-Chief Executive Officer and Member of the Executive Board	June 29, 2010
Bill McDermott	(principal executive officer)
/s/ Jim Hagemann Snabe	Co-Chief Executive Officer and Member of the Executive Board	June 28, 2010
Jim Hagemann Snabe	(principal executive officer)
/s/ Dr. Werner Brandt	Chief Financial Officer and Member of the Executive Board	June 25, 2010
Dr. Werner Brandt	(principal financial and accounting officer)
/s/ Gerhard Oswald	Chief Operating Officer and Member of the Executive Board	June 29, 2010
Gerhard Oswald
/s/ Vishal Sikka	Chief Technology Officer and Member of the Executive Board	June 25, 2010
Vishal Sikka
/s/ Wendy Boufford	Authorized U.S. Representative	June 29, 2010
Wendy Boufford

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INDEX TO EXHIBITS

Exhibit	Description
4.1	Articles of Incorporation (Satzung) of SAP AG, as amended based on the resolution of the General Meeting of Shareholders of the Registrant dated June 8, 2010 (English translation).
4.2	SAP Share Matching Plan.
5.1	Opinion of Michael Junge of the Registrant’s Corporate Legal Department as to the validity of the Ordinary Shares covered by this Registration Statement.
23.1	Consent of Michael Junge (included in Exhibit 5.1).
23.2	Consent of KPMG AG, Independent Registered Public Accounting Firm.
24.1	Powers of Attorney (included on the signature page of this Registration Statement).

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EX-4.1

Exhibit 4.1

New Version of the Articles of

SAP AG

Registered and domiciled in Walldorf, Germany

Version:

New version based on the resolution of the General Meeting of Shareholders dated June 8, 2010

ARTICLES OF INCORPORATION

I. General Provisions

Section 1
Corporate Name, Registered Office and Domicile, and Period of Incorporation

1.	The name of the Company is:
	SAP AG.
2.	The Company’s registered office and domicile is in Walldorf, Germany.
3.	The Company is incorporated for an indefinite period of time.

Section 2
Corporate Purpose

1. The corporate purpose of the Company is direct or indirect activity in the area of development, production, and marketing of products and the provision of services in the field of information technology, and particular in the following fields:

• Developing and marketing integrated product and service solutions for e-commerce

• Developing software for information technology and the licensing of its use to others

• Organization and deployment consulting, as well as user training, for e-commerce and other software solutions

• Selling, leasing, renting, and arranging the procurement and provision of all other forms of use of information technology systems and relevant accessories

• Making capital investments in enterprises active in the field of information technology to promote the opening and advancement of international markets in the field of information technology.

2. The Company is authorized to act in all the business areas listed in paragraph 1 and to delegate such activities to affiliated enterprises within the meaning of the German Stock Corporation Act, sections 15ff; in particular the Company is authorized to delegate its business in whole or in parts to such enterprises. The Company is authorized to establish branch offices in Germany and other countries to found, acquire, and invest in other companies of the same or related kind and to enter into collaboration and joint venture agreements. The Company is further authorized to invest in

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	enterprises of all kinds principally for the purpose of placing financial resources. The Company is authorized to dispose of investments, to consolidate the management of enterprises in which it participates, to enter into affiliation agreements with such enterprises, or to do no more than manage its shareholding.
3.	The Company is authorized to take all actions and measures that are consistent with the corporate purpose or that directly or indirectly further the corporate purpose.

Section 3
Official Notices and the Transfer of Information

1.

Unless otherwise provided by law, the Company’s official notices shall be made by publication in the electronic German Federal Gazette (elektronischer Bundesanzeiger) exclusively. To the extent that declarations or information are required by law to be made accessible to the shareholders without a specific form being determined for such purpose, publication on the Company’s Internet site shall be sufficient.

2.

Information may also be transmitted to the Company’s shareholders by means of telecommunication, insofar as this is legally permissible.

II. Capital Stock and Shares

Section 4
Capital Stock

1.	The Company’s capital stock amounts to €1,226,039,608 and is divided into 1,226,039,608 no-par value ordinary shares.
2.	The shares are individual shares. They are in bearer form.
3.	Subject to the consent of the Supervisory Board, the Executive Board shall determine the form of the share certificates, dividend coupons, and renewal coupons, as well as bonds and interest coupons. The Company may combine single shares of the same class into share certificates certifying a majority of shares of that class (multiple shares). Shareholders are not entitled to share certificates.
4.	When new shares are issued, the commencement of dividend entitlement in respect of these new shares may be determined in derogation of the German Stock Corporation Act, section 60 (2).
5.	The Executive Board is authorized, subject to the consent of the Supervisory Board, to increase the Company’s capital stock, on one or more occasions on or before June 7, 2015, by an aggregate amount of up to €250 million against contributions in cash by issuing new no-par value ordinary voting bearer shares (Authorized Capital I). The new shares are to be offered to the shareholders for subscription, with an indirect subscription right within the meaning of Section 186 (5) sentence 1 AktG being sufficient in this context. The Executive Board is authorized, however, subject to the consent of the Supervisory Board, to exclude fractional shares from the shareholders’ subscription rights. The Executive Board is further authorized, subject to the consent of the Supervisory Board, to determine the further details of the implementation of capital increases from Authorized Capital I. The Supervisory Board is authorized to amend the wording of the Articles of Incorporation after the full or partial implementation of the capital stock increase from Authorized Capital I or after the expiration of the authorization period to reflect the volume of the capital increase from Authorized Capital I.
6.	The capital stock is subject to a further contingent increase by €35,456,908 by issuing up to 35,456,908 no-par value ordinary voting bearer shares (Contingent Capital IIIa). This contingent

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capital increase shall be effected only to the extent that the holders of the convertible bonds and stock options that were issued by SAP AG under the SAP AG 2000 Long Term Incentive Plan by virtue of the authorizing resolution adopted by the General Meeting of Shareholders of January 18, 2000, supplemented and adjusted by the resolutions adopted by the General Meeting of Shareholders of May 3, 2001, actually exercise their conversion rights or subscription rights, as the case may be, in respect of ordinary shares in the Company and the Company does not grant treasury shares in satisfaction of such conversion rights or subscription rights. The new shares issued in connection with the exercise of such conversion or subscription rights shall be eligible for dividends as of the beginning of the fiscal year with regard to which, as at the time of exercise of the conversion or subscription rights, no resolution by the General Meeting of Shareholders concerning the appropriation of the retained earnings for the year has been adopted.

7.

The Executive Board is authorized, subject to the consent of the Supervisory Board, to increase the capital stock on one or more occasions on or before June 7, 2015 by an aggregate amount of up to €250 million against contributions in cash or in kind by issuing new no-par value ordinary voting bearer shares (Authorized Capital II). The Executive Board is authorized, subject to the consent of the Supervisory Board, to exclude the shareholders’ statutory subscription rights in the following circumstances:

• in respect of fractional shares

• where the capital is increased against contributions in cash and the total pro rata amount of capital stock represented by the new shares in respect of which the shareholders’ subscription rights are excluded does not exceed 10% of the Company’s capital stock existing on June 8, 2010 or at the time the authorization is entered in the commercial register or at the time the new shares are issued and the issue price of the new shares is not substantially (within the meaning of Section 203 (1) and (2) and Section 186 (3) sentence 4 AktG) below the trading price of listed shares of the same class carrying the same rights at the time the Executive Board finally determines the issue price; for the purpose of calculating the 10% threshold, the pro rata amount of capital stock represented by any new or repurchased shares that were issued or sold after June 8, 2010 subject to the simplified exclusion of shareholders’ subscription rights pursuant to or in accordance with Section 186 (3) sentence 4 AktG and the pro rata amount of capital stock to which any conversion or option rights or obligations relate under bonds that were issued on or after June 8, 2010 by applying Section 186 (3) sentence 4 AktG mutatis mutandis must be deducted;

• where the capital is increased against contributions in kind for the purpose of granting shares in connection with mergers with other enterprises or acquisitions of enterprises or parts thereof or interests therein.

The Executive Board is authorized, subject to the consent of the Supervisory Board, to determine the further details of the implementation of capital increases from Authorized Capital II. The Supervisory Board is authorized to amend the wording of the Articles of Incorporation after the full or partial implementation of the capital stock increase from Authorized Capital II or after the expiration of the authorization period to reflect the volume of the capital increase from Authorized Capital II.

8.

The capital stock shall be subject to a further contingent increase by up to €25 million by issuing up to 25 million no-par value ordinary voting bearer shares (Contingent Capital IV). The contingent capital increase shall be implemented only to the extent that the holders or creditors of convertible bonds or warrants under the warrant-linked bonds issued or guaranteed by SAP AG or any of its direct or indirect majority holdings on or before May 8, 2011 by virtue of the authorization resolved by the annual general meeting of shareholders of May 9, 2006 exercise their conversion or option rights and no other methods for servicing these rights are used. The new shares shall in each case be issued at the conversion or option price to be determined in accordance with the above authorization resolution. The new shares shall participate in the profits as from the beginning of the fiscal year in which they are created as a result of the exercise of conversion or option rights. The Executive Board shall be authorized to determine the further details of the implementation of the contingent capital increase.

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8a. The capital stock shall be subject to a further contingent increase by up to €75 million, divided into up to 75 million no-par value ordinary voting bearer shares (Contingent Capital IVa). The contingent capital increase shall be implemented only to the extent that the holders or creditors of convertible bonds or warrants under the warrant-linked bonds issued or guaranteed by SAP AG or any of its direct or indirect majority holdings on or before May 8, 2011 by virtue of the authorization resolved by the annual general meeting of shareholders of May 9, 2006 exercise their conversion or option rights and no other methods for servicing these rights are used. The new shares shall in each case be issued at the conversion or option price to be determined in accordance with the above authorization resolution. The new shares shall participate in the profits as from the beginning of the fiscal year in which they are created as a result of the exercise of conversion or option rights. The Executive Board shall be authorized to determine the further details of the implementation of the contingent capital increase.

9.	The capital stock is subject to a further contingent increase by €2,061,992 by issuing up to 2,061,992 non-voting bearer preference shares carrying a preferential right to profits pursuant to Section 23 (6) of the Articles of Incorporation and ranking equally with any preference shares previously issued under the previous Contingent Capital II and this Contingent Capital (Contingent Capital III). This contingent capital increase shall be effected only to the extent that the holders of convertible bonds and stock options issued by SAP AG on or before March 16, 2001 under the SAP AG 2000 Long Term Incentive Plan by virtue of the authorization resolution adopted by the General Meeting of Shareholders of January 18, 2000 are entitled to any conversion rights or subscription rights, as the case may be, in respect of preference shares in the Company and actually exercise those rights and the Company does not grant treasury shares in satisfaction of the conversion rights or subscription rights, as the case may be. The new shares issued in connection with the exercise of such conversion or subscription rights are eligible for dividends as of the beginning of the fiscal year with regard to which, as at the time of the exercise of the conversion or subscription rights, no resolution by the General Meeting of Shareholders concerning the appropriation of retained earnings for the year has been adopted.
10.	The capital stock is subject to a further contingent increase by €72,119,440 by issuing up to 72,119,440 no-par value ordinary voting bearer shares (Contingent Capital VI). This contingent capital increase shall be effected only to the extent that the holders of the stock options issued by SAP AG under the SAP Stock Option Plan 2002 on or before April 30, 2007 by virtue of the authorizing resolution of the General Meeting of Shareholders of May 3, 2002 actually exercise their subscription rights in respect of shares in the Company and the Company does not grant treasury shares in satisfaction of such subscription rights, or such subscription rights are satisfied by way of having shares in the Company transferred to the beneficiaries by a credit institution acting under an agreement with the Company. The new shares issued in connection with the exercise of such subscription rights shall be eligible for dividends with effect from the beginning of the fiscal year with regard to which, at the time of exercise of the subscription right, no resolution by the General Meeting of Shareholders concerning the appropriation of the retained earnings for the year has been adopted.
11.	The Executive Board is authorized, subject to the consent of the Supervisory Board, to increase the capital stock on one or more occasions on or before June 7, 2015 by an aggregate amount of up to €30 million against contributions in cash or in kind by issuing new no-par value ordinary voting bearer shares (Authorized Capital III). The shareholders’ subscription rights are excluded. The new shares may be used exclusively to grant shares to employees of SAP AG and its downstream affiliates (employee shares). In this context, the new shares may also be issued to a bank or other entity meeting the requirements of Section 186 (5) sentence 1 AktG which subscribes the shares subject to an undertaking to use them exclusively for the purpose of granting employee shares. Insofar as this is permitted by law, shares may be issued to employees in such a manner that the contribution to be paid on such shares is covered by a part of the profit for the year which the Executive Board and the Supervisory Board may allocate to other revenue reserves under Section 58 (2) AktG. The employee shares may also be procured by a bank or other entity meeting the requirements of Section 186 (5) sentence 1 AktG by way of securities loans, with the new shares being used to redeem such securities loans. The Executive Board is authorized, subject to the consent of the Supervisory Board, to determine the further details of the implementation of capital increases from Authorized Capital III. The Supervisory Board is authorized to amend the wording of the Articles of Incorporation after the full or partial

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implementation of the capital stock increase from Authorized Capital III or after the expiration of the authorization period to reflect the volume of the capital increase from Authorized Capital III.

III. Constitution and Management of the Company

Section 5
Governing Bodies

The Company’s governing bodies are:

a)	The Executive Board
b)	The Supervisory Board
c)	The General Meeting of Shareholders

The Executive Board

Section 6
Composition of the Executive Board

1.

The Executive Board shall consist of at least two persons. The appointment of deputy members of the Executive Board is admissible. The latter have the same rights as the full members of the Executive Board regarding the external representation of the Company.

2.

The determination of the number and the appointment of the full members and the deputy members of the Executive Board, the conclusion of their employment contracts, and the revocation of their appointments are the responsibility of the Supervisory Board, as are the appointment of a member of the Executive Board as chairperson of the Executive Board and the appointment of one or more member/s of the Executive Board as deputy chairperson/s of the Executive Board.

Section 7
Rules of Procedure and Resolutions of the Executive Board

1.	The Executive Board shall unanimously adopt its own rules of procedure.
2.	Resolutions of the Executive Board shall be adopted by a simple majority vote. Should a vote be tied, the chairperson of the Executive Board, or — if the chairperson is unable to vote — the deputy chairperson of the Executive Board shall have the casting vote.

Section 8
Legal Representation of the Company

The Company shall be legally represented

a)	By two members of the Executive Board
b)	By one member of the Executive Board acting jointly with one registered authorized officer of the Company (a procurist in the meaning of the German Commercial Code, sections 48-53)

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Section 9
Limitation of the Executive Board’s Authority

The Executive Board owes a duty to the Company to adhere to the limitations imposed by the Articles of Incorporation or the Supervisory Board regarding the scope of its management authority or which result from a resolution adopted by the General Meeting of Shareholders pursuant to the German Stock Corporation Act, section 119.

The Supervisory Board

Section 10
Composition, Term of Office

1.	The Supervisory Board shall be composed of 16 members. The shareholders shall elect eight members, and the employees shall elect eight members in accordance with the provisions of the German Codetermination Act of 1976.
2.	Unless the General Meeting of Shareholders specifies a shorter term of office when electing individual members of the Supervisory Board or the entire Supervisory Board, the members of the Supervisory Board shall be appointed for a period ending with the General Meeting of Shareholders at which the acts of the Supervisory Board were formally approved for the fourth fiscal year following commencement of the term of office, not counting the fiscal year in which their term of office commences.
3.	Substitutes for shareholders’ representatives on the Supervisory Board may be elected to replace members who resign prior to the expiry of their term; the order of their succession shall be stipulated at the time of their election.
4.	In the event that a shareholders’ representative is elected to replace a member of the Supervisory Board who resigns, the successor shall be appointed for the remaining term of office of the resigning member. In the event that a substitute member succeeds the resigning member, his or her term of office shall expire either as of the conclusion of the next General Meeting of Shareholders at which new members of the Supervisory Board are elected or at the latest upon expiry of the term of office of the resigning member of the Supervisory Board. In the event that the General Meeting of Shareholders elects a new representative to replace a member who has already been succeeded by a substitute member, the successor reverts to his or her position as substitute member.
5.	The members and substitute members of the Supervisory Board may resign from office by submitting a written statement addressed to the chairperson of the Supervisory Board or to the Executive Board observing a period of notice of four weeks.

Section 11
Duties and Responsibilities of the Supervisory Board

1.	The Supervisory Board shall have all of the duties and rights that are conferred upon it by law, the Articles of Incorporation, or otherwise. Both the Executive and Supervisory Boards shall be entitled to call a General Meeting of Shareholders.
2.	The Supervisory Board shall be authorized to amend the Articles of Incorporation where such amendments only concern the wording.
3.	The Supervisory Board shall be entitled at any time to supervise all management activities of the Executive Board and to this end to inspect and examine all books and records as well as the assets of the Company.
4.	The Executive Board shall report to the Supervisory Board continuously to the extent stipulated by law.

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5. The Supervisory Board may set up committees from among its number and, to the extent permitted by law, may delegate decision-making powers to them.

Section 12
Declarations of Intent of the Supervisory Board

1.	Declarations of intent of the Supervisory Board and its committees shall be given on behalf of the Supervisory Board by the chairperson or — should he or she be unable to do so — by the deputy chairperson.
2.	The chairperson of the Supervisory Board or his or her deputy shall be the permanent representative of the Supervisory Board vis-à-vis third parties, especially vis-à-vis courts and authorities as well as the Executive Board.

Section 13
Chairperson and Deputy Chairperson

1.	Following a General Meeting of Shareholders at which all members of the Supervisory Board to be elected by the General Meeting of Shareholders have been newly appointed, a meeting of the Supervisory Board shall take place, which shall be held without special invitation. At this meeting the Supervisory Board shall elect a chairperson and a deputy chairperson from among its number for the term of its office.
2.	If a chairperson or a deputy chairperson of the Supervisory Board is not elected with the required majority, there shall be a second ballot to elect the chairperson and the deputy chairperson of the Supervisory Board. In this ballot the members representing the shareholders shall elect the chairperson and the members representing the employees shall elect the deputy chairperson; in both cases a simple majority of the votes cast is required.
3.	Following the election of the chairperson and the deputy chairperson of the Supervisory Board, the Supervisory Board shall form a committee in order to exercise the duties stipulated in the German Codetermination Act, section 31 (3) sentence 1. This committee shall consist of the chairperson and the deputy chairperson of the Supervisory Board as well as two other members of the Supervisory Board, one to be elected by the employees’ representatives and the other by the shareholders’ representatives on the Supervisory Board. Both members shall be elected by a simple majority vote.
4.	If the chairperson is unable to discharge the duties of his or her office, the deputy chairperson shall do so in his or her place. This provision shall not affect section 20 (1).
5.	If the chairperson or deputy chairperson leaves the Supervisory Board before the end of his or her term of office, an election shall be held without delay to replace him or her. The same shall apply if any other member of the committee referred to in paragraph 3 leaves before the end of his or her term of office.

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Section 14
Invitations to Meetings and Resolutions

1.	The Supervisory Board shall adopt its own rules of procedure by a simple majority vote. The following provisions apply to invitations to meetings, quorums, and resolutions. Supplementary provisions may be stipulated in the rules of procedure.
2.	The chairperson shall call the Supervisory Board meetings by written, e-mail, facsimile, or computer facsimile message allowing a notice period of 14 days before the day of the meeting. The day on which the message calling the meeting is sent and the day of the meeting do not count toward the notice period. In urgent cases, the chairperson may shorten the notice period and also call the meeting by word of mouth or by telephone, telex, telegram, or any other appropriate means of electronic transmission.
3.	In the regular case, the meetings of the Supervisory Board and its committees shall be by way of members’ attendance in person. The Supervisory Board may provide in its rules of procedure that the meetings of the Supervisory Board and its committees may also be held by video conference or that individual members of the Supervisory Board may attend the meeting by way of video transmission, subject to the proviso that in such cases, resolutions may also be adopted by video conference or by way of video transmission, respectively.
4.	The Supervisory Board may provide in its rules of procedure for the permissibility of the adoption of resolutions of the Supervisory Board and its committees outside meetings in correspondence, by telephone or in any other similar manner suitable for the adoption of resolutions, in particular by videoconference. Any resolutions adopted by telephone or by any other non-written transmission procedures shall be subsequently confirmed in writing.
5.	The Executive Board may attend the meetings of the Supervisory Board in an advisory capacity.
6.	The quorum for a meeting of the Supervisory Board shall be eight members. Unless otherwise required by law or these Articles of Incorporation, the resolutions of the Supervisory Board shall be adopted by a simple majority of the votes cast. In the event that a vote in the Supervisory Board is tied, and if one further vote on the same motion is also tied, the chairperson shall have the casting vote. Such casting vote may be cast in the manner specified in paragraphs 3 and 4 above. The deputy chairperson shall not have a casting vote.

Section 15
Duty of Secrecy

1.

The members of the Supervisory Board shall maintain secrecy in respect of any confidential information and secrets of the Company, notably business and trade secrets, that become known to them because of their membership of the Supervisory Board. Persons attending meetings of the Supervisory Board who are not members of the Supervisory Board shall be expressly enjoined to secrecy.

2.

In the event that a member of the Supervisory Board intends to pass information on to a third party, he or she shall notify the Supervisory Board and the Executive Board of that intention in advance, naming the persons he or she wishes to inform. The Supervisory Board and the Executive Board must be given the opportunity to decide prior to the disclosure of information whether they consider such disclosure to violate paragraph 1 or not. The decision shall be delivered by the chairperson of the Supervisory Board and the chairperson of the Executive Board.

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3. The members of the Supervisory Board shall continue to maintain secrecy as set forth in the foregoing paragraphs after they leave the Supervisory Board.

Section 16
Remuneration

1.	Each member of the Supervisory Board shall, in addition to the reimbursement of his or her expenditure, receive a remuneration composed of fixed elements and a variable element.
2.	The fixed annual remuneration shall be €100,000 for the chairperson, €70,000 for the deputy chairperson, and €50,000 for the other members of the Supervisory Board. For membership of the audit committee, Supervisory Board members shall in addition receive an annual fixed remuneration of €15,000, and for membership of another Supervisory Board committee €10,000, provided that the relevant committee has met in the relevant fiscal year; the chairperson of the audit committee shall receive €25,000, and the chairpersons of the other committees shall receive €20,000. The fixed remuneration shall be payable after the end of the fiscal year.
3.	The variable remuneration for each fiscal year shall be €10,000 for the chairperson, €8,000 for the deputy chairperson, and €6,000 for the other members of the Supervisory Board for each €0.01 by which the dividend distributed per share exceeds €0.40. The variable remuneration shall be payable after the end of the General Meeting of Shareholders that resolves on the dividend for the relevant fiscal year.
4.	The total remuneration (not including the remuneration for committee membership) shall not, however, exceed €250,000 for the chairperson, €200,000 for the deputy chairperson, and €150,000 for the other members of the Supervisory Board.
5.	Any members of the Supervisory Board having served for less than the entire fiscal year shall receive one twelfth of their respective remuneration for each month of service commenced. The same shall apply with respect to the increased remuneration of the chairperson and the deputy chairperson pursuant to Section 16 (2) sentence 1 of the Articles of Association and the remuneration for the chairperson and the members of a committee pursuant to Section 16 (2) sentence 2 of the Articles of Association.
6.	Any value-added tax or sales tax invoiced by a member of the Supervisory Board or shown in a credit memo against the invoice shall additionally be paid in the applicable statutory amount.

The General Meeting of Shareholders

Section 17
Calling the General Meeting of Shareholders

1.	The General Meeting of Shareholders shall be held in the domicile of the Company, at a location within a radius of 50 km from the domicile of the company, or in a city in the Federal Republic of Germany where a stock exchange is located. In the event that it is difficult to hold the General Meeting of Shareholders at these venues, the Executive Board or the Supervisory Board may call the meeting at a different venue. The invitation shall state the venue of the General Meeting of Shareholders.
2.	The Executive Board or the Supervisory Board shall call the General Meeting of Shareholders.
3.	The General Meeting of Shareholders shall be called by publication of a single announcement in the electronic German Federal Gazette (elektronischer Bundesanzeiger), giving the information required by law, with a notice period of at least thirty days prior to the date of the General Meeting of Shareholders, which notice period is to be extended by the number of days of the application period pursuant to Section 18 (2) of the Articles of Incorporation; the day on which the General

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Meeting of Shareholders is held and the day on which it is called shall not be included in the calculation of the relevant period.

Section 18
Right to Attend the General Meeting of Shareholders

1.	Shareholders are entitled to attend the General Meeting of Shareholders and to exercise their voting rights only if they have submitted an application prior to the General Meeting of Shareholders and furnished proof to the Company of their shareholding.
2.	Application shall be made in text form in German or English and must be received by the Company at the address stated for such purpose in the calling notice no later than six days prior to the date of the General Meeting of Shareholders; the day on which the General Meeting of Shareholders is held and the day on which it is called shall not be included in the calculation of the relevant period. The calling notice may provide for a shorter period of time, which is to be specified as a number of days.
3.	Proof of shareholding shall be furnished by way of proof issued by a depositary institution in text form in German or English. The proof issued by the depositary institution shall relate to the beginning of the 21st day prior to the General Meeting of Shareholders. Paragraph 2 shall apply to the furnishing of proof mutatis mutandis.
4.	The applicability of any other application or proof procedure available under mandatory law shall remain unaffected.
5.	The Executive Board is authorized to provide that shareholders may participate in the General Meeting of Shareholders without being physically present at the place where the General Meeting of Shareholders is held or being represented by a proxy and exercise all or certain of their rights in full or in part through electronic communication.
6.	The Executive Board is authorized to provide that shareholders may vote in writing or through electronic communication (postal voting) without having to attend the General Meeting of Shareholders.

Section 19
Voting Rights

1.	Each ordinary share carries one vote. If any preference shares in the Company have been issued, they shall not carry voting rights except as required by law. To the extent that such preference shares carry voting rights in accordance with applicable law, each preference share shall carry one vote.
2.	Voting rights may be exercised by proxy. The proxy authorization must be granted or revoked, and proof of the proxy authorization must be provided to the Company, in the form prescribed by law. The calling notice may specify less strict requirements in this context. Such less strict requirements may be limited to the granting of proxy authorization to the proxies designated by the Company.
3.	If no share certificates have been issued, the invitation to the General Meeting of Shareholders shall stipulate the provisions that have to be fulfilled by the shareholders in order to prove their voting rights.

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Section 20
Leadership of the General Meeting of Shareholders
Participation of Executive Board Members and Supervisory Board Members,
Video Transmission

1.	The chairperson of the Supervisory Board shall preside over the General Meeting of Shareholders. If he or she is unable to do so, he or she shall determine another member of the Supervisory Board to discharge this duty. If the chairperson is prevented from presiding over the meeting and has not determined another member to take his or her place, a member of the Supervisory Board elected by the shareholders’ representatives on the Supervisory Board shall preside over the General Meeting of Shareholders.
2.	The chairperson shall chair the proceedings and shall determine both the order of the agenda and the order and form of voting. The chairperson may also impose a reasonable time limit on the shareholders’ right to ask questions and to speak; the chairperson may in particular reasonably determine a timeframe for the meeting, the discussions regarding the individual items on the agenda as well as for the individual questions and speaking contributions. The result of a vote may be determined by subtracting the affirmative votes or the negative votes and the abstentions from the total number of votes to which the voters are entitled.
3.	The members of the Executive Board and Supervisory Board should take part in the General Meeting of Shareholders in person. If any member of the Supervisory Board is unable to attend the General Meeting of Shareholders in person because he or she has good reason to be abroad, it is possible for him or her to take part via video transmission.
4.	The Executive Board is authorized to permit full or partial video or audio transmission of the General Meeting of Shareholders.

Section 21
Resolutions of the General Meeting of Shareholders

1.	The resolutions of the General Meeting of Shareholders shall be adopted with the majorities provided by law.
2.	If a vote is tied, the motion shall be deemed rejected, except in the case of election ballots.
3.	If no candidate receives a simple majority of votes during the first ballot in an election, a second, deciding ballot shall be conducted between the candidates who received the largest number of votes. If the second ballot is tied, the election shall be determined by drawing lots.

Section 22
Record of the General Meeting of Shareholders

1. The proceedings at the General Meeting of Shareholders shall be recorded by notarial deed, and the record shall be signed by the notary public.

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2.	The record shall have full probative value for the shareholders, both with regard to their relationship inter se and in their relationship to their representatives.
3.	The proxy documents need not be attached to the record.

IV. Annual Financial Statements and Appropriation of Retained Earnings

Section 23
Fiscal Year, Annual Report, Annual Financial Statements and Consolidated Annual Financial
Statements, Formal Approval of the Acts of the Executive and Supervisory Boards, Distribution
of Retained Earnings

1.	The fiscal year shall be the calendar year.
2.	In the first three months of each fiscal year, the Executive Board shall prepare the annual financial statements, the consolidated annual financial statements, the review of operations, and the review of group operations for the previous fiscal year and submit them to the Supervisory Board and to the auditor. At that time the Executive Board shall submit to the Supervisory Board the proposal it wishes to make to the Annual General Meeting of Shareholders concerning the appropriation of retained earnings. These provisions do not affect the provisions in the German Commercial Code, sections 298 (3) and 315 (3).
3.	The annual financial statements, the consolidated annual financial statements, the review of operations, the review of group operations, the Supervisory Board’s report pursuant to the German Stock Corporation Act, section 171 (2), and the Executive Board’s proposal for the appropriation of the retained earnings shall be available for the shareholders’ inspection at the offices of the Company from the time when the Annual General Meeting of Shareholders is called. The obligations under the foregoing sentence shall not apply if the specified documents are made available on the Company’s website for the same period of time.
4.	Each year, after receiving the Supervisory Board’s report pursuant to the German Stock Corporation Act, section 171 (2), the Annual General Meeting of Shareholders shall resolve within the first eight months of the fiscal year on the formal approval of the acts of the Executive and Supervisory Boards, the appropriation of the retained earnings, the appointment of the auditor, and in the cases provided for by law, the adoption of the annual financial statements, and approval of the consolidated annual financial statements.
5.	When approving the annual financial statements, the Executive and Supervisory Boards shall be authorized to transfer to revenue reserves either all or part of the annual net income remaining after deduction of amounts to be transferred to the legal reserves and of any accumulated losses carried forward. The Executive and Supervisory Boards may not transfer more than one half of the annual net income if, after such transfer, the other revenue reserves would exceed one half of the capital stock.
6.	If any non-voting preference shares in the Company have been issued, the holders of such preference shares shall receive a share of the retained earnings to be distributed that exceeds the dividend paid on ordinary shares by at least 1 euro cent and is equal to not less than 1 euro cent per preference share. In the event that the retained earnings of a fiscal year are not sufficient to pay the preferred amount pursuant to sentence 1, the retained earnings of the subsequent fiscal year shall first be used to pay the arrears without interest before the entire preferred amount for that fiscal year is distributed to the holders of preference shares. In the event of there being outstanding preferred amounts for several fiscal years, the retained earnings shall first be used to pay the arrears without interest in the order of their accrual, and when all arrears have been paid,

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	the remainder shall be used to pay the preferred amount for the fiscal year preceding the dividend distribution. The right to back payment constitutes part of the share in the profits of that fiscal year of which the retained earnings are used to make the back payment on the preference shares.
7.	Instead of distributing a cash dividend, the Annual General Meeting of Shareholders can resolve to appropriate retained earnings by way of distribution in kind.

Section 24
Costs of Incorporation and Conversion

The Company shall bear all costs connected with its incorporation and conversion, estimated to be DM250,000.

- End of Articles of Incorporation -

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5 UR 1008/2010

Certificate
(German Stock Corporation Act, Section 181 (1))

I certify that this complete text of the Articles of Incorporation contains the amendments as resolved and the unamended provisions corresponding to the last previous full text of the Articles of Incorporation filed on the commercial register.

The amendments reflect the resolutions of the General Meeting of Shareholders on June 8, 2010 as recorded in my record 5 UR 1008/2010.

Heidelberg, June 8, 2010

Notaries’ Office No. 5 Heidelberg

G a u l, Head of Notaries’ Office, Notary Public

EX-4.2

Exhibit 4.2

SAP SHARE MATCHING PLAN

Terms of the Plan

Preamble

(1)

SAP AG has, now and in the past, given executives and employees the chance, through various share-based plans, to profit from the Company’s success in business and growth in corporate value. The aims of any share-based compensation plan that includes long-term incentive and risk elements are to offer participants a special incentive to achieve sustained value growth for SAP AG, to reinforce participants’ commitment and allegiance to the companies in the SAP Group by rewarding future loyalty, and to encourage employees to also become engaged, long-term shareholders.

(2)

In pursuit of those aims, it is intended that this SAP AG Share Matching Plan (“SMP”) will offer to executives and employees of SAP AG and its affiliates in the meaning of the German Stock Corporation Act, section 15 (“Group Companies”), the opportunity to buy shares of SAP AG (“Investment Shares”) and to obtain related bonus shares (“Matching Shares”) on the terms below.

(3) For this purpose, the SMP enables SAP AG and Group Companies to offer subsidized Investment Shares at a discounted price to their executives and employees, and entitles each such plan participant later to obtain at no cost one (1) Matching Share to match every three (3) Investment Shares, provided the plan participant does not alienate those Investment Shares during a period (“Lock-In Period”) of three (3) years. The foregoing notwithstanding, Members of Senior Leadership Team of

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	SAP AG and of Group Companies are entitled under the plan terms below to buy undiscounted Investment Shares and after the Lock-In Period to obtain (2) Matching Shares to match every three (3) Investment Shares.
(4)	There is a new tranche (“Plan Tranche”) in the SMP every year, and offers of Investment Shares (each such offer being an “Offer” herein) are made in connection with each Plan Tranche.
(5)	The following plan terms contain the provisions governing the SMP and set out the requirements, conditions, and procedures that apply to every Offer of Investment Shares made by SAP AG or any Group Company participating in the SMP.

Article 1

Shares Offered

Each share offered under this SMP should be a voting, dividend-bearing, no-par bearer share of SAP AG listed on the stock exchange at Frankfurt am Main, Germany, and identified as ISIN DE 0007164600 and WKN 716460 (“SAP Stock”). If new shares that increase capital are issued with a different dividend entitlement, those new shares may be SAP Stock with different identification numbers.

Article 2

Execution of the SMP

(1) The Executive Board of SAP AG resolves at its own discretion to issue any Plan Tranche for the SMP (the day on which it so resolves is referred

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to below as the “Resolution Day”). The SAP AG Executive Board’s resolution in respect of any Plan Tranche will address all of the following matters (and may also address other matters):

a)	The issuance of the Plan Tranche and the participating Group Companies;
b)	The executives and employees or the classes of executives and employees to whom an Offer under that Plan Tranche is to be made;
c)	When the Offer is to be made under that Plan Tranche and how long the Offer is to remain open for acceptance (“Offer Validity Period”); provided, that the Offer Validity Period shall end in the calendar year in which the Resolution Day occurs;
d)	The Plan Tranche budget for the SAP Stock to be issued to all plan participants;
e)	Whether the SAP Stock is to be treasury shares or new shares that increase capital;
f)	Criteria for determining the maximum number of Investment Shares that each person eligible to participate may buy; the criteria may include, among others, defined salary bands or a percentage of the eligible persons gross salary in the previous year;
g)	The method of determining the purchase price, or the actual purchase price, and any discount on Investment Shares;
h)	The date by which payments from persons eligible to participate must be completed (“Closing Date”); provided, that the Closing Date shall occur in the same calendar year as the Resolution Day.

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(2)	The SAP AG Executive Board can decide different terms for certain countries or Group Companies. The appropriate board or the management of each participating Group Company must make all necessary statements and declarations and take the steps required by applicable law to implement the Plan Tranche concerned for the plan participants in that participating Group Company.
(3)	The matters resolved in respect of a Plan Tranche and the associated Offer (including but not limited to matters specific to a country) are incorporated by reference into the terms of the Offer. In particular, if an executive or employee is subject to US tax within the calendar year of an Offer or subsequently as a plan participant may be subject to US tax due to a transfer within the SAP Group or for any other reason, the Terms of the Plan considering country-specific US-conditions (“US-Addendum”) are applicable as provided therein. The terms of the Offer may vary from Plan Tranche to Plan Tranche.
(4)	Executives and employees with an employment contract with SAP AG receive their Offers from SAP AG. The participating Group Companies make their Offers to executives and employees who are in their employment or who are appointed to their boards, as the case may be, on terms resolved by the SAP AG Executive Board. Divergent to the foregoing, executives and employees of participating Group Companies receive their Offers from SAP AG in case this is required or appropriate due country specific matters, in particular regarding any registration procedures or any other reasons.

(5) If a plan participant’s employment contract with SAP AG or, as the case may be, a plan participant’s employment contract or board appointment contract with the Group Company that made the Offer is ended after the beginning of the Offer Validity Period or during the Lock-In Period of the Plan Tranche and the plan participant enters into a new employment contract or board appointment contract with another Group Company or with SAP AG or the plan participant is transferred to another Group

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Company or to SAP AG, then SAP AG if it originally made the Offer or the Group Company that originally made the Offer remains liable to that plan participant on the Offer.

(6) All Offers made pursuant to the SMP are distinct from and neither incorporate nor are incorporated in employment contracts or board appointment contracts, and the SMP is a voluntary benefit offered by SAP AG or another Group Company. No series of Offers or repeated Offers under the SMP can be construed as giving rise to a right of any executive or employee to continuing or subsequent Offers or any equivalent benefit in the future (reservation of employer’s discretion regarding voluntary benefits).

Article 3

Persons Eligible to Participate

(1) In its resolution in respect of the issuance of a Plan Tranche, the SAP AG Executive Board determines which executives and employees or classes of executives and employees are eligible, regardless of whether they are employed by SAP AG or by a participating Group Company, or whether they are members of a board of a Group Company. Eligibility is restricted to executives and employees who at the beginning of the Offer period in question have for not less than seven (7) clear calendar months (the “Qualifying Period”) continuously had an employment contract with SAP AG that has not been terminated by either side or an employment contract or board appointment contract with a participating Group Company that has not been terminated by either side and who have not entered into a termination agreement with respect to their employment contract or board appointment contract at the beginning of the Offer period in question. Only

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full calendar months count toward the Qualifying Period. The members of the SAP AG Executive Board are not eligible to participate in the SMP.

(2) The foregoing provisions notwithstanding, SAP AG or the participating Group Company may determine at its own discretion the eligibility status of an executive or employee for a Plan Tranche.

Article 4

Offer to Participate in the SMP

(1)	Persons eligible to participate receive the SMP Offer of Investment Shares and free Matching Shares on the terms below.
(2)	The Offer to participate in the SMP is made subject to the resolution made once a year by the SAP AG Executive Board concerning the issuance of a Plan Tranche by SAP AG or by the Group Company, as the case may be and subject to article 2 (4), with whom the person eligible to participate has an employment contract or board appointment contract at the beginning of the Offer Validity Period.

Article 5

Offer Validity Period

(1)	The Offer of Investment Shares can be accepted by persons eligible to participate only during and before expiration of the defined Offer Validity Period.
(2)	The SAP AG Executive Board defines the Offer Validity Period every year in its resolution concerning the issuance of the Plan Tranche.

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Article 6

Voluntary Nature of Participation

(1)	Participation in the SMP is voluntary for and is at the sole discretion of all persons eligible to participate.
(2)	A decision not to participate in the SMP has no negative consequences for the board position or employment of the person eligible to participate. Participation in the SMP is distinct from and neither incorporates nor is incorporated in employment contracts or board appointment contracts.

Article 7

Notice of Acceptance

(1)

Contracts for Investment Shares are concluded where persons eligible to participate give notice of acceptance of the individual Offer concerned and the notice of acceptance is received within the Offer Validity Period. Notice of acceptance must be given using the administration platform provided on the Internet or a call center. Notice of acceptance also concludes a separate trust or custody agreement as set out in article 12 below. Notices of acceptance received after the end of the Offer Validity Period are ineffective.

(2)

Before the expiration of the Offer Validity Period, a person entitled to participate can use the administration platform provided on the Internet or a call center to revoke a notice of acceptance that has been received before the expiration of the Offer Validity Period. On expiration of the Offer Validity Period, notice of acceptance becomes irrevocable and binding on the plan participant. When notice of acceptance becomes effective, the

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plan participant becomes bound by a personal obligation to pay the purchase price for the Investment Shares.

Article 8

Minimum and Maximum Numbers of Investment Shares Bought

(1)	The plan participant’s acceptance must be in respect of a certain number of the Investment Shares offered. The plan participant may accept fewer Investment Shares than offered, but the number of shares bought must be divisible by three (3). If the plan participant decides to participate, the lower limit number of Investment Shares that a plan participant can buy is three (3).
(2)	The upper limit number of Investment Shares that a Member of Senior Leadership Team can buy is determined by reference to a percentage of the target annual bonus (current on December 31 in the year before the Plan Tranche in question) for 100% target achievement. For all other plan participants, the upper limit number of Investment Shares that can be bought depends on the plan participant’s gross basic annual salary (determined on December 31 in the year before the Plan Tranche in question) and is subject to any applicable local rules. For part-time employees, it is the gross pro rata temporis salary determined on December 31 in the year before the Plan Tranche in question that counts. The SAP AG Executive Board determines the specific details for each Plan Tranche.
(3)	The plan participant can buy Investment Shares only within the limits set out above. If the number of Investment Shares in the acceptance notice is not divisible by three (3), it is rounded down to the next number of shares that is divisible by three (3).

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Article 9

Purchase Price and Discount; Applicable Stock Price

(1)	The purchase price for one Investment Share is the arithmetic mean, calculated to two (2) decimal places, of the closing prices (using closing auction prices) of SAP Stock in the XETRA trading system (or its successor system) on the Frankfurt Stock Exchange on the fifth (5th) to the first (1st) (inclusive) trading days on the Frankfurt Stock Exchange before the SAP AG Executive Board’s resolution on the terms for the Plan Tranche in question on the Resolution Day.
(2)	The SAP AG Executive Board determines the purchase price accordingly for each Plan Tranche in its resolution pursuant to article 2 (1) herein.
(3)	All plan participants except Members of Senior Leadership Team can buy the Investment Shares offered to them at a discount that is determined by the Executive Board. (Both the price so discounted and the purchase price for Members of Senior Leadership Team are referred to as “Purchase Price” hereinbelow.)
(4)	The Purchase Price is in euros. For plan participants with an employment contract or board appointment contract outside the Economic and Monetary Union of the European Union, the Purchase Price is translated into the appropriate national currency. The exchange rate used for translation is the European Central Bank euro foreign exchange reference rate for the last day on which a reference rate is published before the Resolution Day.

(5) If the price (closing auction price) of SAP Stock in the XETRA trading system (or an appropriate successor system) on the Frankfurt Stock Exchange on the last trading day before expiration of the Offer Validity Period is more than 20% less than the Purchase Price determined on the

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Resolution Day, the Purchase Price is amended as follows: The amended Purchase Price for one Investment Share is the arithmetic mean, calculated to two (2) decimal places, of the closing auction prices of SAP Stock in the XETRA trading system (or an appropriate successor system) on the Frankfurt Stock Exchange on the last five (5) trading days before expiration of the Offer Validity Period. However, if the Purchase Price thus amended is greater than the Purchase Price originally determined, the applicable amended Purchase Price is the arithmetic mean, calculated to two (2) decimal places, of the closing auction price of SAP Stock in the XETRA trading system (or an appropriate successor system) on the Frankfurt Stock Exchange on the last trading day before expiration of the Offer Validity Period, and the original Purchase Price.

Article 10

Settlement of Purchase

(1)	The product of the Purchase Price and the number of Investment Shares accepted is the total price payable by the plan participant (“Total Price”). As far as possible and as far as the law permits, the Total Price is settled through the payroll by being withheld, on an after-tax basis, from salary payable to the plan participant before the Closing Date.
(2)	To this end, money may be withheld once or more than once before the Closing Date. The plan participant agrees that salary payments may on occasion fall below the statutory monthly minimum.
(3)	In special cases, SAP AG or a participating Group Company may accept a different means of payment from the plan participant.

(4) The purchase of Investment Shares is subject to the condition precedent that plan participant pays the Purchase Price. In the first instance, only as

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many Investment Shares are purchased as are covered by withheld salary or other payments by the plan participant on or before the Closing Date. If on the Closing Date the Total Price is not covered by such payments, the plan participant remains liable on the balance. The notice of acceptance remains effective and enforceable in respect of the balance of the Investment Shares not covered by withheld salary or other payments. SAP AG and participating Group Companies reserve the right to rescind in respect Investment Shares not covered by withheld salary or other payments.

(5) Plan participants will be informed locally of any matters relating to payroll and the payment procedure that are specific to the country or to the Group Company.

Article 11

Transfer of Investment Shares

SAP AG or a third party will transfer to the securities deposit account managed by the plan administrator the Investment Shares bought by plan participants in the SMP; such transfer shall occur on, or as soon as possible after, the Closing Date, and not later than the 15^th day of the third (3^rd) month after the Closing Date.

Article 12

Plan Administration; Securities Deposit Account

(1) SAP AG has instructed a service provider to act as SMP plan administrator; the initial plan administrator is UBS Deutschland AG. In this

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connection, the plan administrator also provides trustee and securities account services in relation to the SAP Stock that the SMP requires to be transferred.

(2)	All SAP Stock bought in the SMP by plan participants is transferred to and registered in one single securities account (“Securities Deposit Account”) held in trust by the plan administrator.
(3)	For this purpose, each plan participant’s notice of acceptance of the Offer is associated with a separate trust or custody agreement to be made between the plan participant and the plan administrator in the form annexed to these plan terms or as otherwise provided by SAP AG or the participating Group Company. That agreement is required for the transfer of the SAP Stock and it arises between the plan participant and the plan administrator when the plan participant accepts the plan terms by giving notice of acceptance of the Offer.
(4)	At the time of adoption of these plan terms, it is not possible for a plan participant or a plan participant’s personal representative or successor in title to give to the plan administrator instructions for the purpose of managing income for tax efficiency.
(5)	If SAP AG’s contract with the plan administrator for administration of the SMP ends in circumstances where the SMP continues, SAP AG will make arrangements for appropriate services to be provided by another plan administrator that SAP AG will instruct at its sole discretion. In such circumstances, the plan participant must give all notices and take all steps necessary to end the trust or custody agreement and appoint a new plan administrator.
(6)	The procedures specified above and in article 19 may be altered and other procedures established by SAP AG for a particular group of participants, as necessary or advisable for tax or other reasons.

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Article 13

Lock-In Period

(1)	All Investment Shares bought in the SMP are subject to a Lock-In Period of three (3) years, during which plan participants cannot alienate Investment Shares or create any security interest in or encumbrance on Investment Shares except as may be necessary for the proper administration of the plan.
(2)	The Lock-In Period begins on the Resolution Day and ends after three years at the end of the day that corresponds in name or number (in the meaning of the German Civil Code, sections 187, 188) to the Resolution Day.
(3)	There is no effect on the Lock-In Period of the Plan Tranche if a plan participant’s employment contract or board appointment contract with SAP AG or the Group Company that made the Offer is ended during that Lock-In Period and the plan participant immediately enters into a new employment contract or board appointment contract with another Group Company or with SAP AG or the plan participant is immediately transferred to another Group Company or to SAP AG.

Article 14

The Right to Dividend and Other Shareholder Rights and Duties
During and After the Lock-In Period

(1) During the Lock-In Period, the plan participant is entitled without restriction to the dividend and voting rights associated with the Investment Shares the plan participant bought.

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(2)	The plan administrator transfers the dividend as provided in the trust or custodial agreement to an account specified by the plan participant or the dividend is handled as appropriate under local conditions.
(3)	Subject to applicable restrictions on insider transactions and subject to the provisions of the SAP insider regulations, on expiration of the Lock-In Period the plan participant can transfer the SAP Stock from the Securities Deposit Account to a personal securities account or otherwise dispose of it direct from the Securities Deposit Account.

Article 15

Entitlement to Matching Shares

(1) The SMP entitles plan participants to obtain Matching Shares as follows:

a)	In addition to every three (3) of their Investment Shares, executives (not including Members of Senior Leadership Team) and employees of SAP AG and of participating Group Companies can obtain one (1) free Matching Share.
b)	In addition to every three (3) of their Investment Shares, Members of Senior Leadership Team can obtain two (2) free Matching Shares.

(2) The entitlement of all plan participants to obtain Matching Shares is subject to the fulfillment of the following conditions throughout the Lock-In Period:

a) Subject as otherwise provided below in articles 16 and 17, the plan participant is continuously in the employment or serving on a board of SAP AG or another Group Company under a contract that has not been terminated by either side.

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b)	The plan participant continuously holds an appropriate number of Investment Shares in the Securities Deposit Account of the appropriate plan administrator during the Lock-In Period.
c)	The plan participant is not in breach of any applicable plan term.

Article 16

Termination or Change of Employment or Board Membership
During the Lock-In Period of a Plan Tranche

(1) All entitlement of the plan participant to Matching Shares is extinguished without notice or liability if the plan participant terminates the employment contract or board appointment contract and the termination is not occasioned by any act or omission of SAP AG or the participating Group Company, or if SAP AG or the participating Group Company terminates without notice for just cause, or with notice for behavior-related reasons, or in connection with a termination agreement, or if the term of the plan participant’s temporary contract expires. The Lock-In Period for Investment Shares ends at the end of a plan participant’s employment contract or board appointment contract.

(2) If the employment contract or board appointment contract is terminated by SAP AG or the participating Group Company without just cause, or for operational reasons, or where the plan participant retires (in accordance with applicable law or, in the absence of applicable law, in accordance with the rules of the Group Company concerned), or where the plan participant becomes permanently unable to work or dies, the plan participant’s or the plan participant’s estate’s entitlement to Matching Shares is unreduced at the expiration of the full Lock-In Period in article 13 (1) and in such cases the Lock-In Period continues unaltered in respect of

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the Investment Shares and applies against the plan participant’s estate if the plan participant has died.

(3) This is without prejudice to the provisions in article 13 (3). In all other respects the provisions in article 18 apply.

Article 17

Corporate Restructuring

(1)

The rights of a plan participant in the SMP are not affected by divestiture in a restructuring action (for example, by sale or otherwise) from the SAP Group of the participating Group Company or the division, plant, or other unit in the SAP Group for which the plan participant works under an employment contract or board appointment contract if immediately after the restructuring action takes effect the plan participant continues to work for SAP AG or (another) Group Company under an employment contract or board appointment contract.

(2)

If the plan participant does not continue to work for SAP AG or an(other) Group Company under an employment contract or board appointment contract after the restructuring action and the plan participant thus leaves the SAP Group before the end of the Lock-In Period, the plan participant is entitled only to the reduced number of Matching Shares that stands in proportion to full entitlement as the actual length of the Lock-In Period up to the time the restructuring action takes effect stand to the three (3) years of the original Lock-In Period. If the resultant number of Matching Shares is not an integer, it is rounded up to the next integer. In all other respects the provisions in article 18 apply mutatis mutandis.

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Article 18

End of the Securities Deposit Account Facility

(1)

If a plan participant leaves the SAP Group as a result of a restructuring action or on termination of the plan participant’s employment contract or board appointment contract in the circumstances in article 16 (1), the plan participant must dispose of or if possible transfer from the Securities Deposit Account to a private securities account all of the SAP Stock managed by the plan administrator within the period three (3) months after the restructuring action takes effect or, as the case may be, after the end of the contract. If that is not done, the plan administrator will sell all of the SAP Stock at market value without delay on behalf of the plan participant or the plan participant’s successor and transfer the proceeds less costs of sale to the plan participant’s last known salary account and such transfer is in full and final satisfaction. If it is not possible to effect the transfer to an account, SAP AG or the remaining Group Company, as the case may be, will in accordance with the German Civil Code, section 195, hold the proceeds of sale in trust until the end of the statutory three-year time bar that commences at the end of the calendar year in which the contract ended and thereafter title passes to SAP AG or the remaining Group Company, as the case may be.

(2)

If a plan participant leaves the SAP Group in the circumstances in article 16 (2), the arrangements in section (1) in this article apply with effect from the expiration of the Lock-In Period. Where the plan participant retires or becomes permanently unable to work or dies, the period within which the plan participant or the plan participant’s personal representative or successor in title must dispose of or transfer the SAP Stock is nine (9) months and not the period provided in section (1) in this article.

(3) The arrangements in section (1) in this article also apply if SAP AG ends the SMP or ends the appointment of the plan administrator without

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replacement, except that the period in section (1), sentence 1, is always three (3) months from the time SAP AG gives notice thereof.

Article 19

Satisfaction of Entitlement to Matching Shares

(1)	A plan participant’s entitlement to Matching Shares from SAP AG or participating Group Companies is satisfied by the transfer by SAP AG or by an agent appointed by SAP AG of the appropriate quantity of SAP Stock to the plan participant.
(2)	The Matching Shares are transferred by SAP AG or its agent to the plan administrator’s Securities Deposit Account as soon as possible, that is generally not more than ten (10) banking days, after the end of the Lock-In Period, and not later than the 90th day after the end of the Lock-in Period.
(3)	After that transfer the Matching Shares are freely disposable and are not subject to any Lock-In Period. The plan participant can at any time instruct the plan administrator to transfer the Investment Shares (after expiration of the Lock-In Period) or the Matching Shares to the plan participant’s own securities account. If the Investment Shares and Matching Shares continue to be held in the Securities Deposit Account, the shareholder rights must be exercised as provided in the German Stock Corporation Act, the Articles of Incorporation of SAP AG, and the trust agreement annexed to these plan terms.

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Article 20

Reservation of Right to Pay Cash

(1)	SAP AG reserves the right to satisfy plan participants’ entitlements to Matching Shares with a cash payout (in euros or local currency) to the plan participant instead of delivering SAP Stock.
(2)	The cash payout is calculated on the basis of the closing price of SAP Stock in the XETRA trading system (or an appropriate successor system) on the Frankfurt Stock Exchange on the first trading day after expiration of the Lock-In Period and is paid direct to the plan participant after deduction of applicable taxes and social insurance contributions.

Article 21

Amendments for Events Occurring Between Plan Participants’
Buying Investment Shares and Obtaining Matching Shares

(1)

If during the time between transfer of the Investment Shares and transfer of the Matching Shares SAP AG increases its issued capital stock by issuing new shares to which shareholders have preemptive rights or issues convertible bonds or stock options carrying rights to convert or subscribe to SAP Stock, the SAP AG Executive Board reserves the right at its own discretion to make a compensating amendment to these plan terms to the effect that as far as possible each plan participant’s interest immediately after the event is equivalent to that plan participant’s interest immediately before the event.

(2)

Plan participants do not, however, have any right to a compensating amendment to these plan terms.

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Article 22

Withholding of Taxes and Deductions; Costs

(1)

To the extent permitted by law and subject to any applicable tax adjustment policy, all taxes, social security contributions, and other imposts arising in connection with the purchase or issuance of Investment Shares: the transfer, or the lapse of service conditions on the transfer, of free Matching Shares; any income or gain attributable to Investment Shares or Matching Shares or the disposal of those shares are borne exclusively by the plan participants or their successors in title.

(2)

Taxes and contributions payable in connection with participation in the SMP are withheld by SAP AG or the participating Group Company concerned as the employer in accordance with the requirements of the law. Amounts to be withheld are deducted from the salary or other amounts payable to the plan participant. If amounts available to be withheld are insufficient to settle the outstanding tax and contribution liability or if for other reasons sufficient funds can no longer be withheld (for example, if the plan participant has already left), the plan participant or the plan participant’s estate must settle the liability with SAP AG or the participating Group Companies by other means. The plan participant or the plan participant’s estate may elect to settle any tax and contribution liability arising at the expiration of the Lock-In Period with the proceeds of an immediate sale of some or all of the Matching Shares. In the latter case, any proceeds of sale exceeding the amount needed to settle the outstanding tax and contribution liability will be transferred with any remaining Matching Shares to the plan participant or the plan participant’s estate.

(3) All costs arising in connection with acquiring Investment Shares and Matching Shares, transferring them to plan participants, their administration in the Securities Deposit Account for the SMP, and the

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general management of the SMP are borne by SAP AG or by the participating Group Companies for their respective plan participants. The foregoing provision also applies if there is a change of plan administrator, but it does not apply to costs and fees in connection with selling or transferring plan participants’ SAP Stock held in the plan administrator’s Securities Deposit Account.

Article 23

Information for Plan Participants; Risks

(1)	Each plan participant receives from the plan administrator an annual statement of shares held in the SMP and a statement of each transaction with SAP Stock. (Annual statements and transaction statements are generally provided on the Internet platform.) Plan participants without access to the Internet platform receive them by mail. To facilitate correspondence by mail, the plan participant undertakes to notify SAP AG or the plan participant’s participating Group Company, as the case may be, and the plan administrator, of all changes of the plan participant’s address and bank details.
(2)	The purchase of Investment Shares in the SMP does not give rise to any right on the part of the plan participate to the making or continuation of an employment contract or board appointment contract and does not in any way prejudice any right of the plan participant, of SAP AG, or of a Group Company to end any employment contract or board appointment contract in accordance with the contract or the law.
(3)	The plan participant acknowledges that the purchase of stock carries risks including but not limited to the risk that the value of the stock may decline and the associated risk that some or all of the capital invested by the plan participant may be lost.

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Article 24

Miscellaneous Provisions

(1)	If any provision in these plan terms is or becomes ineffective or unenforceable in whole or in part the other provisions remain unaffected. Where there is a lacuna by reason of the ineffectiveness or unenforceability of a provision in these plan terms an appropriate additional provision reflecting the interests of the parties is implied.
(2)	The SAP AG Executive Board reserves the right to amend these plan terms at any time. However, no amendment to the plan terms affects any right or duty of the plan participant that was effective before the amendment unless the plan participant agrees to the amendment or the amendment is necessary to comply with the law.
(3)	The proper law applying to the SMP and all related terms and agreements is German law subject to the exclusion of the rules of private international law.
(4)	The proper place of jurisdiction is the competent German court.
(5)	The plan terms are in the German language. Any version in any other language is only a translation. Only the German applies if there is any question of construction or any difference between the German and a translation.

US-Addendum

In accordance with article 2 (3) of the SAP Share Matching Plan, notwithstanding the conditions of the above Terms of the Plan the following country-specific US-conditions (“US-Addendum”) are applicable

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to plan participants who may be subject to US tax and replace the respective articles to the extent provided below. It is intended that this US-Addendum shall apply whenever the above Terms of the Plan would otherwise result in the inclusion in the gross income of any participant under section 409A(a)(1)(A)(i) of the United States Internal Revenue Code of any amount because of a failure of the above Terms to satisfy the requirements referred to in that clause, determined as if the participant’s benefits were fully vested. Without limiting the generality of the foregoing, this US-Addendum shall apply (beginning on the earliest applicable date) as follows:

a)	beginning on any Resolution Date, with respect to any plan participant: (i) who is a US citizen or permanent resident on any Resolution Date; (ii) who was a US resident alien in any of the three consecutive taxable years immediately preceding the taxable year in which the respective Resolution Date occurs, unless SAP AG or the Group Company determines, in its sole discretion, that such participant is unlikely to be a US citizen or resident in the taxable year in which the respective Resolution Date occurs; or (iii) who is currently performing services for SAP AG or any Group Company within the US, unless SAP AG or the Group Company determines, in its sole discretion, that such participant is unlikely to be taxed in the US on any compensation for services performed in the US during the Lock-In Period;
b)	beginning on the last day of the plan participant’s first taxable year (ending after any Resolution Date) in which the participant is a US resident alien; or
c)	beginning on the first day (after any Resolution Date) on which the plan participant performs services for SAP AG or any Group Company within the US, unless SAP AG or the Group Company determines, in its sole discretion, that such participant is unlikely to

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be taxed in the US on any compensation for services performed in the US during the Lock-In Period.

Any determination made by SAP AG or the Group Company under the this US-Addendum shall be reflected in writing not later than the date on which the US-Addendum would otherwise become applicable. For the avoidance of doubt, unless SAP AG or the Group Company making an Offer and the affected plan participant otherwise agree in writing, the US-Addendum shall apply under the particular circumstances listed without regard to whether it would apply under the general rule stated above.

It is intended that a plan participant’s right to Investment Shares, or any income or gain attributable thereto, shall not constitute a deferral of compensation within the meaning of section 409A of the United States Internal Revenue Code.

Application of Short-Term Deferral Exception to Matching Shares

a) Calculation of Matching Shares Upon Termination of Participation Before the End of the Lock-in Period. Notwithstanding any other provision of the Plan to the contrary, in the event a plan participant terminates employment with SAP AG or any other Group Company for the reasons set forth in Articles 16.2 and 17 or his or her Matching Shares become fully vested and no longer subject to a substantial risk of forfeiture before the end of the Lock-in period and would have otherwise been entitled to a distribution if he or she had remained a participant in the plan until the end of the Lock-in period, then the plan participant shall be entitled to a proportional amount of Matching Shares as calculated in this paragraph. The proportional amount shall be calculated by multiplying the applicable amount of Matching Shares by the period of the plan participant’s employment during the Lock-in period over the total three (3) year Lock-in period. If the resulting number of Matching Shares is not a whole number, it shall be rounded up to the next whole number.

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b) Timing of Distributions. Notwithstanding any other provision of this SMP to the contrary, to the extent that Matching Shares or any other benefit under this SMP are deemed to constitute a deferral of compensation within the meaning of section 409A of the United States Internal Revenue Code, including (but not limited to) the provisions of Articles 13, 14, 15, 16, 17, 18, 19 and 20 of the SMP, all Matching Shares to which the participant is entitled pursuant to any Article of this SMP (as modified by this US-Addendum, as applicable) shall be transferred to the plan participant as soon as possible, but in no event later than the fifteenth (15^th) day of the third (3^rd) month following the end of the plan participant’s first taxable year in which the right to the Matching Shares is fully vested and no longer subject to a substantial risk of forfeiture. The payment of Matching Shares pursuant this US-Addendum shall comply with the short-term deferral rules under Treasury Regulations section 1.409A-1(b)(4).

Trust and Custody Agreement

[version attached as a schedule to the Plan]

Between [person eligible to participate in the Plan]

- hereinafter the “Trustor” -

and

UBS Deutschland AG, Bockenheimer Landstr. 2-4, 60306 Frankfurt am Main, Germany - - hereinafter the “Trustee” —

the Trustor and the Trustee hereinafter together the “Parties”

Capitalized terms used in this Trust and Custody Agreement (“Agreement”) and not defined herein shall have the meanings ascribed to them in the “SAP Share Matching Plan” of SAP AG, Walldorf (“Company”), as approved by resolution of the Company’s Management Board dated August 20, 2010 (“Plan”).

Preamble

The Company or, as the case may be, a Group Company (the Company and all Group Companies collectively: “Group”), offers to the Trustor to purchase Investment Shares and to receive Matching Shares under the Plan.

The Trustee has been commissioned by the Company, acting on behalf of the Company and all Group Companies, with the task of administering the Plan as well as any Shares acquired or received by the Trustor within the context of the Plan and held in the Custody Account, as determined below.

To this end, the Parties establish a trust and custody relationship in order to authorize and regulate the exercise by the Trustee of the ownership rights and certain shareholders’ rights, and to regulate the Parties’ respective rights and obligations, in respect of Shares acquired or received under the Plan by the Trustor as follows:

1. Conclusion of the Agreement

1.1	This Agreement shall be validly concluded when the Trustor submits — via EquatePlus or via the call center operated by or on behalf of the Trustee — for the first time the notice of acceptance for the acquisition of Investment Shares during the Offer Validity Period of the applicable Tranche in accordance with the terms and conditions of the Plan.
1.2	Notwithstanding Section 1.1 above, however, the Agreement shall not enter into effect, if the Trustee is prevented from entering into the Agreement by law (e.g. relating to anti-money-laundering or terror-financing).
1.3	Generally, purchase or sales orders shall be submitted to the Trustee electronically, i.e. via EquatePlus (as defined below). Purchase or sales orders may also be submitted orally by using the call center operated by or on behalf of the Trustee. However, on a case-by-case basis, the Company or a Group Company may also arrange for the submission of purchase or sales orders in writing.
1.4	The Trustor acknowledges to have received, prior to the conclusion of this Agreement, the Important Information for Plan Participants on Banking Business by way of Distance Contracts with the Trustee in text form, as required by § 312 c and § 312 e of the German Civil Code.

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2. Establishment of the Trusteeship / Authorization of the Trustee

2.1	The Trustor hereby authorizes the Trustee to keep in custody the Shares he/she purchased or has been granted under the Plan, subject to delivery of such Shares to the Trustee. Therefore, the Trustor hereby authorizes and instructs the Trustee to open a custody account in the Trustee’s own name (“Custody Account”) and to hold all Shares purchased or received now or in the future by the Trustor under the Plan for custody therein, together with the Shares purchased or received now or in the future by other persons eligible to participate in the Plan and kept in custody by the Trustee acting as trustee of such other persons. Shares of the Trustor held in the Custody Account are referred hereinafter as “Trust Shares” (irrespective of whether deemed Investment or Matching Shares under the Plan). The Trustor remains the legal owner of his/her respective Trust Shares and this Agreement and, in particular, the authorizations granted to the Trustee hereunder, shall by no means adversely affect the Trustor’s title to such Trust Shares. In addition, the Trustee will set up a trust deposit clearing account for purposes of administering payments in connection with the Shares and/or the Plan, in particular purchase prices received from sales of the Trust Shares and of Shares purchased or received now or in the future by other persons eligible to participate in the Plan (“Trust Deposit Clearing Account”).
2.2	As soon as reasonably practicable after each delivery of Shares purchased or received under the Plan to the Custody Account, the Trustee shall inform the Trustor via EquatePlus about both the number of Trust Shares credited to the Custody Account in favor of the Trustor in connection with the current transfer and the aggregate number of Trust Shares held in the Custody Account in favor of the Trustor.
2.3	The Trustor undertakes to make any declarations and to perform any measures required for the custody of the Trust Shares.
2.4	The Trustor hereby authorizes (ermächtigt) the Trustee pursuant to Section 185 of the German Civil Code (Bürgerliches Gesetzbuch — BGB) and instructs the Trustee

(i)	to act on behalf of the Trustor regarding the transfer of title (Übereignung) of the Trust Shares,
(ii)	to exercise on a fiduciary basis all shareholders’ rights with respect to the Trust Shares (that is to exercise and dispose of Trustors’ shareholder rights including their transfer) — except, however, for the entitlement to participate in and to exercise the voting rights arising from the Trust Shares in the Company’s annual and extraordinary shareholders’ meetings

(Ermächtigungstreuhand, trust based on authorization).

The Trustee accepts the trust and custody assignment as well as the authorization.

2.5 For the avoidance of doubt, it is clarified that the Trustor at all times remains the legal owner of the Trust Shares and that this Agreement, for purposes of US tax and Japanese law, does not constitute a “trust”, but a custodial arrangement by which the Trustee acts as custodian of the Trust Shares while the legal ownership of the Trust Shares remains with the Trustor at all times.

3. No Representation in Shareholders’ Meetings by Trustee

The authorization of the Trustee by the Trustor does not include the participation and exercise of voting rights arising from the Trust Shares in the Company’s annual or extraordinary shareholders’ meetings. It is accordingly upon the Trustor to exercise such rights independently.

4. Content of the Trusteeship

4.1 The Trustee undertakes to keep in custody the Trust Shares on behalf of the Trustor and to exercise the legal power transferred to it by the Trustor on a fiduciary basis in its own name, but for the benefit of the Trustor.

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4.2	The Trustee shall also collect all sums of money in connection with the Trust Shares (e.g. dividends) in his capacity of Trustee in connection with the Trust Shares and shall credit any sums received in respect to the Trust Shares or resulting from sale of rights attached thereto, e.g. proceeds from the sale of subscription rights, to the Trust Deposit Clearing Account, for further remittance to the Trustor’s personal bank account, subject to the conditions set forth in the Plan and this Agreement. For the avoidance of doubt, the Trustee credits and remits the sums of money collected in connection with the Trust Shares and the Shares purchased or received now or in the future by other persons eligible to participate in the Plan, acting in its capacity as trustee of the Trustor and such other persons eligible to participate in the Plan. The Trustor shall inform the Trustee about the details of his personal bank account by entering and, whenever necessary, updating the respective information in EquatePlus.
4.3	Subject to the Lock-In period, the Trust Shares held in the Custody Account in general are freely transferable and the Trustor may instruct the Trustee at any time to execute a transfer or sale. A transfer or sale of Investment Shares prior to the expiration of their respective Lock-In Period is generally not permitted under the Plan terms and the Trustee will not execute transfers or sales which would be in violation of the Lock-In Period, unless such transfers or sales are expressly permitted under the Plan. Transfer requests and sell orders may be made using EquatePlus or the call center operated by or on behalf of the Trustee. Subject to the Lock-In Period, the respective Trust Shares will be transferred or sold by the Trustee upon such request.
4.4	For the avoidance of doubt, the Trustee will effect transfers of any Shares and any cash amount only in accordance with applicable laws. The Trustor shall, in all respects in connection with this Agreement and the Plan, ensure that he/she always complies with his/her personal obligations arising under the respective local laws applicable to the Trustor.
5.	Obligations of the Trustee
5.1	The Trustee undertakes to refrain from any disposal and/or encumbrance (e.g. transfer/assignment, pledging, granting of usufruct, etc.) in respect of the Trust Shares without the prior consent of, or instruction from, the Trustor. The Trustee’s rights and claims under this Agreement (including the supplementary provisions referred to in Sec. 15.5) remain unaffected.
5.2	With respect to the administration of the Custody Account and the exercise of the legal power transferred to the Trustee, the Trustee shall act in accordance with the Special Conditions for Dealings in Securities and the Trustee’s Order Execution Policy, as attached to this Agreement.
5.3	The Trustee is not obligated to verify the compliance of the Trustor’s instructions with the provisions of the Plan (except for the Lock-In Period of the Investment Shares).
5.4	Subject to Section 7 and applicable tax regulations such as on tax withholdings and deductions, the Trustee undertakes to remit or pay to the Trustor any amount it receives as a result of the business activity relating to the Trust Shares (e.g. dividends, profits, any other remuneration including any proceeds from liquidation).
5.5	The Trustee shall provide the Trustor with the transaction confirmation without undue delay after each transaction relating to the Trust Shares. Transaction confirmations as well as annual account statements may be made available via EquatePlus.
5.6	The Trustee may, at its own discretion, call on the services of third parties (whether or not affiliated with the Trustee) in fulfillment of its duties, or transfer these duties to third parties, provided that it has first ensured that such third parties will observe an adequate level of confidentiality and data protection.
5.7	The Trustor acknowledges that the Trustee does not render advice on legal, tax or investment matters, and the Trustor has to obtain any such advice independently.

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6. Trading Rules Applying to the Sale of Trust Shares

The Trustee will execute the Trustor’s orders regarding the transfer or sale of Trust Shares in accordance with the first-in-first-out principle. This means that upon execution of a transfer and/or sales order placed by the Trustor those Trust Shares will be sold and cleared from the Custody Account that the Trustor acquired first. The Trustor acknowledges that the application of the first-in-first-out principle means that those Trust Shares will be transferred or sold first which, at the time the Trustor’s transfer and/or sales order is executed, will have been purchased in the context of the oldest Plan Tranche and which, consequently, will have been deposited in the Custody Account for the longest time.

To the extent not set forth otherwise in this Agreement, the Special Conditions for Dealings in Securities and the Trustee’s Order Execution Policy shall apply (see also Sec. 15.5).

7. Remuneration, Refund of Expenses

7.1	The Trustee shall be entitled to fees, charges, reimbursement of costs and expenses from the Trustor as set forth in this Agreement.
7.2	The Trustor shall bear all costs and expenses (e.g., stock exchange fees, broker’s fees, commissions) deriving from the sale of his/her Trust Shares held in the Custody Account (plus statutory value added tax, if applicable). Additionally, any share sale shall be charged with a fee of 0.3% of the transaction volume, i.e. the total purchase price for all shares sold in one single transaction, (plus statutory value added tax, if applicable), the minimum fee being EUR 20.00 (plus statutory value added tax, if applicable). If transaction proceeds are lower than EUR 20.00, only 0.3% of the transaction volume will be charged (plus statutory value added tax, if applicable). The fees, costs and expenses will be deducted from the proceeds of the sale prior to remittance of the cash amounts to the Trustor. The Trustee will not charge a fee for the transfer of Trust Shares to the Trustor’s personal depository account.
7.3	In addition, the Trustee shall be entitled to refund of any expenses (plus statutory value added tax, if applicable) which are incurred by the Trustee due to its proper fulfillment of this Agreement and due to individual instructions, if any, made by the Trustor, to the extent such instructions are not already covered by the functionalities of EquatePlus.
7.4	The Company’s obligations to pay remuneration and reimbursement of cost and expenses of the Trustee in relation to its services in connection with the Plan, as set forth in separate agreement between the Trustee and the Company, remain unaffected.
8.	Communication / Use of the “EquatePlus” Online Administration System
8.1	For the purposes of communication with the Trustee, the Trustee will make available to the Trustor an Internet web page set up on request of the Company with the Trustee’s online administration system “EquatePlus” (“EquatePlus”) in order to administer the Trust Shares in accordance with the following terms of this Section 8, and shall grant the Trustor the corresponding entry and access rights.
8.2	By first notice of acceptance via EquatePlus or via the call center operated by or on behalf of the Trustee, the Trustor agrees to communication in electronic form between the Trustee and the Trustor.
8.3	The Trustee can, within its reasonable discretion, change the functionalities or the content of the web page with EquatePlus at any time, or regulate or restrict the use of or access to such web page or individual functions thereof, as appropriate and necessary, provided that the Trustor at all times has an appropriate venue for submitting information and/or exercising his/her rights in compliance with this Agreement. If the Trustor acts in breach of such regulations or the regulations under this Agreement, the Trustee may exclude him/her temporarily or permanently from the use of the web page.
8.4	The Trustor is responsible for preventing and excluding any unauthorized use of his/her user identification and his/her password for the call center and the web page. If the Trustor

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becomes aware of any unauthorized use of his/her user identification and of his/her password, he/she must inform the Trustee accordingly, without delay.

8.5	The Trustee is not responsible for errors or damages which might arise from the use of e-mail for communication or from an unauthorized use of the Trustor’s user identification and password in breach of the provisions of this Agreement. All information provided to the Trustee in connection with use of the web page shall be recorded and stored, and kept available for checking by the Trustee’s management, auditors and by the regulatory authorities, in accordance with applicable statutory law.
8.6	The web page shall contain specific electronic functionalities designed to submit instructions, requests, authorizations, or personal details to the Trustee. This information may also be passed on through the call center provided. The transmission of instructions, requests or authorizations relating to the rights of the Trustor in accordance with the Plan and to the Trust Shares and the transmission of personal credit details (including credit card numbers), changes of address, communication in confirmation of a change of user identification and password or other time-sensitive instructions must not be sent to the Trustee via e-mail. The Trustee is not responsible for damage, destruction, loss, truncation or distortion of data in transmission, nor for the security of data transmitted by means of public telecommunications facilities.
8.7	The web page will generally be accessible through the Internet by means of publicly available web browsers and software. The Trustee does not warrant, and is not responsible, that the web page will be available at all times. During any planned or unplanned downtimes, the Trustor shall revert to the call center. The Trustee is not responsible for the installation, use, maintenance and functionality of software on the part of the Trustor.
8.8	Such web page does not represent any offer for the purchase or sale of securities and must not be regarded as providing advice in legal, tax or investment matters. The Trustee does not guarantee that any materials published on such web page by third parties are accurate, complete and up-to-date and shall not be liable for opinions and recommendations published on such web page by third parties.
8.9	The Trustor acknowledges that the information available from or through the EquatePlus web page does not represent the official record of the Trustor’s entitlements under the Plan, and that it may be subject to mistakes, misunderstandings and errors. Solely the written documentation of the Company constitutes the official record of the Trustor’s entitlements under the Plan. The Trustor acknowledges that the Trustee produces no written confirmations of aborted or recalled orders. The web page does not replace the other information obtained by the Trustor from the Company or the Trustee, and cannot be used for tax declaration purposes, in particular.
8.10	The information on the web page, including text, graphic presentation, illustrations and audio and video clips, may be protected by copyrights, proprietary rights, trademarks and/or other intellectual property rights. UBS AG, Switzerland, is the sole owner of these rights or holder of exclusive rights of use. The information contained therein may be used or printed for personal use only. The materials provided on such web page may not be used without the prior written consent of the holder of the copyright or any other protected right.
8.11	If such web page contains links to other web pages containing information on other companies, organizations or persons, the Trustor acknowledges that these other web pages cannot be influenced by the Trustee. Accordingly, the Trustee is not responsible for the information or links to be found on such pages and such information shall not be regarded as content provided by the Trustee. The Trustee provides such links only as a service and has not tested or checked the software or information to be found on such web pages. The fact that the Trustee provides a link to another web page does not mean that the Trustee has access to such pages, their content or to the participants in this other web page. Third parties not associated with the Trustee may make the links to these other web pages

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available. The Trustor acknowledges that the use of software or information from the Internet is associated with a general risk.

8.12 The Trustor acknowledges that e-mails transmitted via open installations (such as public and private data transfer networks and providers that are accessible worldwide) may be accessed by anyone. It is impossible to control the transmission route of e-mails, which are often routed through more than one country (even when the sender and recipient are located in the same country). A multitude of risks are inherent in unsecured e-mails, for example:

– lack of confidentiality: e-mails and their attachments can be viewed without restriction and systematically monitored by unauthorized third parties, including authorities, with relatively little effort;

– possibility to manipulate content and/or fake sender: the content of e-mails, any attachments and sender details (e-mail address) can be tampered with or falsified and their transmission can be delayed or prevented;

– transmission errors/failures: e-mails may be altered, mutilated, misrouted, delayed or deleted due to technical failures or malfunction during transmission;

– lack of integrity of sender: there is no way for a recipient to technically verify the integrity of an e-mail’s sender and content (manipulations and errors are not usually discovered in time);

– viruses, Trojan horses, worms, spam, etc: considerable damage can be done to the e-mail addressee and e-mails from the Trustee can be faked as a result of such e-mail or computer ‘infections’ created, unnoticed, by third parties.

The Trustor accepts that the Trustee is not responsible for any losses arising from such risks.

9.	Personal Data Notification and Consent
	The Trustor acknowledges that the Trustee will collect, process and use personal data collected or submitted in connection with this Agreement for the execution and consummation of this Agreement and also for compliance with statutory documentation and document retention purposes. The Trustor acknowledges that the Trustee may transfer such data to the Company, third party service providers pursuant to Section 5.6, other banks, or to the counterparty of any transaction in connection with this Agreement to the extent required for the consummation of this Agreement. The Trustor further acknowledges that the Trustee will provide the Company with the information necessary to monitor the Trustor’s compliance with the Plan terms, to assess the Trustor’s rights and obligations under the Plan and to comply with applicable law.
	The Trustor acknowledges that the Trustee has called on the services of, or may in the future call on the services of UBS AG, Switzerland, for purposes of fulfilling the Trustee’s obligations under this Agreement, including the storage of personal data. Switzerland is not a member state of the European Economic Area. However, the EC Commission has decided on 26 July 2000 (2000/518/EC) that Switzerland provides an adequate protection of personal data as defined in EC Directive 95/46/EC on the protection of personal data.
	The Trustor hereby expressly consents that the Trustee may transfer personal data to UBS AG to the extent required for any services called upon by the Trustee in connection with this Agreement which are provided by UBS AG.
	Trustor acknowledges that he/she has the right to revoke this consent with respect to his/her personal data described above. Such revocation will not prevent the Trustee from any collection, processing and/or use which does not require such consent under applicable statutory law. To the extent that such revocation prevents Trustee from properly consummating this Agreement, in particular from retaining third party service providers pursuant to Section 5.6, it may terminate this Agreement for cause without observing any

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notice period. The Trustor is aware that such termination will cause the Trustor to end his/her participation in the Plan and to forfeit his/her rights to receive Matching Shares.

10.	Taxes and Levies
	The Trustor is debtor of, and responsible for, all taxes and social security levies arising in connection with the Trust Shares and the amount attributable to the Trustor in the Trust Deposit Clearing Account. Payments made by the Trustee to the Trustor are subject to Section 7 and applicable tax regulations such as on tax withholdings and deductions. The Trustor is responsible for passing on to the Trustee the correct data required for the calculation and payment of taxes and levies due from the Trustor. The Trustee can not accept exemption orders (Freistellungsaufträge) of the Trustor and non-assessment notes. The Trustee does not render tax advice to the Trustor, and the Trustor has to obtain any such advice independently. Applicable statutory obligations of the Trustee to issue annual tax confirmations remain unaffected.
11.	Indemnification/Liability
11.1	At the request of the Trustee, the Trustor shall entirely indemnify the Trustee in connection with all obligations arising from the fiduciary exercise of shareholders’ rights under the Trust Shares or transfer of title of the Trust Shares by the Trustee in accordance with this Agreement, however not to the extent the Trustee has acted contrary to the instructions made by the Trustor in compliance with this Agreement. If the Trustee has already fulfilled any such obligation, then it may demand refund from the Trustor.
11.2	This indemnification also applies to any taxes and levies of any kind to be paid by the Trustee in connection with the Trust Shares and the amount attributable to the Trustor in the Trust Deposit Clearing Account.
11.3	The Trustor is aware that certain of the Trustee’s services are provided in the form of electronic communication and that the Trustee provides neither warranty nor guarantee (1) that these services will be provided without interruption and/or fault, (2) for the results arising out of the use of these services, and (3) for the execution in good time, accurateness, completeness or content of information or of transactions being provided by means of these services or in connection with the use of software by the Trustor.
11.4	Where it is not possible for one party to fulfill any contractual obligation due to reasons of force majeure, this failure to fulfill does not represent a breach of contract as long as the case of force majeure persists and the relevant party applies all necessary and reasonable efforts, including the application of alternative resources, to fulfill its contractual obligation to the greatest reasonable possible extent. The party hindered in fulfillment of its contractual obligations by an instance of force majeure must inform the other party accordingly, without delay, describing the instance of force majeure in detail.
11.5	Trustee shall be liable in damages in connection with this Agreement, whether based on contract or any other legal theory, only to the extent that the damage was caused by gross negligence or willful misconduct imputable to Trustee. In the event of death of a natural person or personal injury to the latter, Trustee shall be liable also for slight negligence (einfache Fahrlässigkeit) in accordance with statutory law. In addition, Trustee shall also be liable in accordance with statutory law for a slightly negligent violation of a fundamental duty under this Agreement, but such liability shall be limited to such damage as Trustee could have reasonably foreseen at the time of signing of the Agreement. Fundamental duties as used herein comprise all duties which must be fulfilled by Trustee in order to enable consummation of this Agreement and the achievement of its purposes and fulfillment of which the Trustor may reasonably expect in view of the content and purposes of the Agreement. Trustee’s liability shall not cover any damage caused by the loss of data to the extent the Trustor could have avoided such loss by daily, alternating back-up. Limitations on Trustee’s liability agreed in this Agreement shall apply also to the personal liability of

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Trustee’s officers, employees, subcontractors or agents (Erfüllungs- oder Verrichtungsgehilfen). Any mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) and/or arising from a guarantee of properties (Beschaffenheitsgarantie) shall remain unaffected.

12.	Clarification of Risk
	The Trustor confirms that he/she is aware of the risks associated with securities services and ancillary securities services and of the risk to lose the invested capital in part or in total.
13.	No Transfer of Rights
	The Trustor may not transfer to any third party any individual, or all, claims and rights arising from this Agreement without the prior written approval of the Trustee.
14.	Termination of Contractual Relationships
14.1	As long as the Trust Shares are subject to a Lock-In Period in whole or in part, this Agreement may be terminated only for good cause (wichtiger Grund). If no Trust Shares are subject to a Lock-In Period anymore, each the Trustor and the Trustee may properly terminate this Agreement with one month’s written notice to the end of a month. The Trustee’s right to termination pursuant to sentence 11 of Section 9 in the case of the Trustor’s revocation of consent for use of personal data remains unaffected. The Trustor is aware that a termination of the Agreement as per sentence 1 or a termination of this Agreement by the Trustee pursuant to sentence 11 of Section 9 in the case of the Trustor’s revocation of his/her consent with respect to his/her personal data will cause the Trustor to end his/her participation in the Plan and to forfeit his/her rights to receive Matching Shares.
14.2	In any case this Agreement automatically ends without further notice with the termination of the agreement between the Company and the Trustee with respect to the administration of the Plan.
14.3	In the event of termination of this Agreement due to the termination of the agreement between the Company and the Trustee with respect to the administration of the Plan (Sec. 14.2), the Trustee shall transfer the Trust Shares and any portion of the Trust Deposit Clearing Account attributable to the Trustor, less the fees, costs and expenses provided for by this Agreement, to the collective custody account of a newly appointed service provider as notified to the Trustee by the Company on behalf of the Trustor.
14.4	Without prejudice to the reasons for termination set forth in Sec. 14.1 and Sec. 14.2, this Agreement shall also terminate automatically without further notice in the event that the Trustor leaves the Group, such automatic termination having effect (i) in the case of the Trustor’s retirement, permanent incapacity or death as of 9 months after the end of the Lock-In Period or (ii) as of 3 months after the date of the Trustor’s other departure from the Group, as addressed in Article 18 of the Plan. If the Company terminates the Plan or discontinues to retain a service provider as Plan administrator at all, this Agreement shall also terminate automatically without further notice, such automatic termination having effect three months after the announcement of the measure, as addressed in Article 18 of the Plan, without prejudice to the reasons for termination set forth in Sec. 14.1 and Sec. 14.2.
14.5	The Trustor is aware that he/she is obligated to implement a sale of the Trust Shares or a transfer of the Trust Shares to his/her personal depository account if he/she leaves the Group or in case of termination of the Plan or discontinuation of the Plan administration, as set forth in Article 18 of the Plan. If the Trustor does not implement a sale of the Trust Shares or a transfer of the Trust Shares to his/her personal depository account within the deadlines set forth in Article 18 of the Plan, the Trustee may sell all Trust Shares and transfer the sales proceeds and any portion of the Trust Deposit Clearing Account attributable to the Trustor, less the fees, costs and expenses provided for by this Agreement, to the Trustor’s salary account (as most recently known) or, if such is not possible, to an

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account designated by the Company for custody by the Company as set forth in Article 18 of the Plan.

14.6	In the event of any termination of this Agreement which is not addressed in Sections 14.2 through 14.5, in particular in an event of termination mentioned in Section 14.1, the Trustor shall notify the Trustee of his/her personal account(s) to which the Trust Shares and any portion of the Trust Deposit Clearing Account attributable to the Trustor, less the fees, costs and expenses provided for by this Agreement, shall be transferred. The Trustee shall effect such transfer without delay after receipt of this information, subject to the conditions set forth in this Agreement and the Plan. In the event that the Trustor does not inform the Trustee of his/her account details within two months of the termination, the Trustee shall be entitled to sell the respective Trust Shares and transfer the sales proceeds and any portion of the Trust Deposit Clearing Account attributable to the Trustor, less the fees, costs and expenses provided for by this Agreement, to the Trustor’s salary account (as most recently known) or, if such is not possible, to an account designated by the Company for custody by the Company corresponding with Article 18 of the Plan.
15.	Miscellaneous
15.1	The Trustor shall inform the Trustee of any changes in his/her personal data via EquatePlus or via the call center without undue delay.
15.2	Any changes and/or additions to this Agreement, including to this Section, must be in text form to be effective.
15.3	This Agreement is subject to the laws of the Federal Republic of Germany exclusively, without giving regard to its rules on conflicts of law. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Frankfurt am Main, Germany.
15.4	If any provision of this Agreement should be or become ineffective, in part or in full, this does not result in the other provisions being ineffective. The Parties agree to replace the ineffective provision with an effective provision that as closely as possible achieves the sense and purpose — particularly from an economic point of view — of the ineffective provision, or what would have been agreed if the ineffectiveness of the provision had been realized at the time of drafting. The same applies should this Agreement be found to contain any gap.
15.5	The attached Trustee’s Order Execution Policy, the Special Conditions for Dealings in Securities and the Trustee’s General Business Conditions apply as supplementary provisions. In case of a conflict, the provisions of this Agreement shall prevail. The Trustor has taken notice of the Principles for the Protection of Clients’ Interests, the General Information for Clients, and the Important Information for Plan Participants on Banking Business by way of Distance Contracts with the Trustee.

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EX-5.1

Exhibit 5.1

June 28, 2010

Legal Opinion of General Counsel of SAP AG

Registration Statement on Form S-8 Relating to the SAP Share Matching Plan

I am the General Counsel of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (the “Company”), and I am familiar with the SAP Share Matching Plan (the “Plan”).

The Plan will offer executives and employees of the Company and its affiliates the opportunity to buy no-par value ordinary voting bearer shares of the Company (the “Ordinary Shares”) and to obtain additional Ordinary Shares at no cost following the expiration of a lock-up period, all as provided in the Plan Documents (as defined below).

This opinion is given in connection with the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”).

In connection therewith, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the terms of the Plan (the “Plan Terms”), (iii) the Articles of Incorporation (Satzung) of the Company, (iv) an excerpt with respect to the Company from the commercial register at the local court (Amtsgericht) in Mannheim, (v) resolutions adopted on June 8, 2010 by the shareholders of the Company (the “Resolutions”) authorizing, among other things, the Executive Board of the Company (i) to acquire, on or before June 30, 2013, shares in the Company representing a pro rata amount of capital stock of up to €120 million in aggregate and to offer for acquisition or to promise and/or transfer such shares, or shares that were acquired under authorizations granted previously, to employees of the Company and its downstream affiliates as well as to members of the managing bodies of its downstream affiliates, and (ii) to increase the Company’s capital stock on one or more occasions on or before June 7, 2015 by an aggregate amount of up to €30 million against contributions in cash or in kind by issuing new Ordinary Shares to be used exclusively to grant shares to employees of the Company and its downstream affiliates (Authorized Capital III), (vi) the form of Trust and Custody Agreement (the “Form of Trust and Custody Agreement”) to be entered into between each participant in the Plan and UBS Deutschland AG, as trustee, (vii) the SAP 331 Share Matching Plan 2010 Plan Brochure, and (viii) such other documents as I have deemed necessary or

appropriate as a basis for the opinions set forth below. The Plan Terms, the Resolutions and the Form of Trust and Custody Agreement are referred to hereinafter as the “Plan Documents.”

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which were not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing, I am of the opinion that the Ordinary Shares that may be transferred or issued for delivery under the Plan, will be, when transferred or issued and paid for in accordance with the Plan Documents, validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the Federal Republic of Germany, and I express no opinion as to the laws of any other jurisdiction.

This opinion is delivered to you solely in connection with the Registration Statement and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person or entity without my express prior written permission.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

Very truly yours,

/s/ Michael Junge
Executive Vice President and General Counsel

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EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Supervisory Board of SAP AG:

We consent to the incorporation by reference in this registration statement on Form S-8 of SAP AG of our report dated March 11, 2010, with respect to the consolidated statements of financial position of SAP AG as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2009, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2009, which report appears in the December 31, 2009 annual report on Form 20-F of SAP AG.

Our report dated March 11, 2010, on the consolidated financial statements, contains an explanatory paragraph that states that SAP AG adopted IFRS 3 Business Combinations (2008), International Accounting Standards 27 Consolidated and Separate Financial Statements (2008), and International Financial Reporting Interpretation Committee (IFRIC) Interpretation 13 Customer Loyalty Programmes.

/s/ KPMG AG  

Wirtschaftsprüfungsgesellschaft 

Mannheim, Germany
June 29, 2010

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