Takeover Bids | 28 October 2005 16:42

SAP AG: SAP Plans Change to Share Capital

Ad hoc announcement §15 WpHG Change to Share Capital SAP AG: SAP Plans Change to Share Capital Ad hoc announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— WALLDORF, October 28, 2005 – SAP AG announced today it plans to propose a change to its share capital next year. The transaction would be structured for German company law purposes as an increase in subscribed capital from corporate funds pursuant to which each shareholder will receive three additional shares (“bonus shares” / “dividend stock”) for each existing share held. No new capital is being raised through this transaction. The executive board proposal was approved today by SAP’s supervisory board and will be submitted for approval at next year’s Annual Shareholder Meeting. SAP expects this measure will make the SAP share more attractive for investors, and individual shareholders in particular. If shareholders approve the capital increase at next year’s Annual Shareholder Meeting, the numbers of shares held will increase fourfold automatically. Total shareholders’ equity will not be affected since this measure simply involves a shift between individual components of shareholders’ equity. The subscribed capital will rise to around EUR1,266 million from around EUR316 million at present. The number of SAP’s outstanding shares, which each have a nominal value of EUR1, will rise accordingly. SAP AG Dietmar-Hopp-Allee 16 69190 Walldorf Deutschland ISIN: DE0007164600 (DAX) WKN: 716460 Listed: Amtlicher Markt in Berlin-Bremen, Frankfurt (Prime Standard) und Stuttgart; Freiverkehr in Düsseldorf, Hamburg, Hannover und München; EUREX; NYSE End of ad hoc announcement (c)DGAP 28.10.2005 281607 Okt 05