📜 What This Document Is 📄

This document is the formal Invitation to the Annual General Meeting of Shareholders of SAP SE, scheduled for May 5, 2026. Essentially, it is the agenda and the detailed proposal playbook for the company’s largest meeting of the year. Shareholders attend this meeting to approve past actions, elect board members, and vote on the company's financial future.

👉 What this means for investors: The most critical decisions regarding dividends and massive capital raises are contained within this filing, telling shareholders what SAP is asking for approval.

🏢 SAP SE: Company Overview 💡

SAP SE is a major global enterprise software company, providing solutions that help businesses manage their finances, operations, and data. Its software is crucial for large enterprises worldwide, helping them run their daily business processes.

👉 In simple terms, SAP sells sophisticated software (like ERP systems) that acts as the digital backbone for large companies, making them more efficient and helping them manage everything from payroll to supply chains.

💰 Dividend and Financial Plans for 2025 💵

This section addresses the company’s profits from the fiscal year 2025. The board is proposing how the total retained profits should be used. The board is proposing to distribute a dividend while setting aside large portions for future growth and stability.

Total Retained Earnings: The filing identifies the total retained earnings for fiscal year 2025 at €12,727,332,174.77. This is the pool of money available to shareholders and the company.
Proposed Dividend Payment: The board proposes paying a dividend of €2.50 per no-par value share carrying dividend rights. This translates to a total cash distribution of €2,918,897,620.00.
Reserves Allocation: Of the total earnings, €3,950,000,000.00 is proposed to be transferred to other revenue reserves. This reserves portion stabilizes the company's balance sheet and provides funding for non-dividend related activities.
Carry-Forward: The remaining amount, €5,858,434,554.77, is proposed to be carried forward to a new account. This cash set-aside is the company’s internal funding mechanism for strategic future investments.
Dividend Payment Date: The claim for payment of the dividend will become due on Friday, May 8, 2026, which is the third business day after the resolution is passed.

👉 This proposal outlines the immediate return to shareholders (the dividend) alongside the major funds being retained for long-term strategic stability and growth.

🚀 Capital Raise: New Bonds and Contingent Capital I 🔗

This is the most detailed and complex part of the agenda. SAP is seeking authorization to raise a significant amount of capital by issuing specialized debt instruments. The overall goal is to provide the company with maximum financial flexibility to fund future growth projects.

The Instruments and Scope The proposal is for a new authorization to issue:

Convertible and/or warrant-linked bonds.
Profit sharing rights and/or income bonds (or combinations of these).
Maximum Potential Size: The new authorization allows the total principal amount to be up to €10 billion. This massive ceiling shows the potential scale of capital they are looking to raise if market conditions are favorable.
Investment Horizon: The new authorization extends the term until May 4, 2031, giving the company long-term borrowing capacity.
Contingent Capital I: To back these bonds, a new contingent capital is created, allowing an increase of up to €100 million by issuing no-par value bearer shares. This ensures the company has the shares ready to issue if the bonds convert into equity.

Mechanics and Protections (Why it matters) The document contains extensive legal language to protect the interests of existing shareholders from dilution.

Conversion Rights: Holders of these bonds will have the right to convert their debt into SAP shares.
Anti-Dilution Provisions: The bonds are protected by provisions stating that the conversion or option price must be equivalent to at least 80% of the average SAP SE share price in the XETRA trading system during a specific period. This mechanism safeguards shareholders if the share price drops, ensuring the bonds are valued fairly.
Exclusion of Subscription Rights: The company seeks the option to exclude standard shareholder subscription rights in certain circumstances. This flexibility allows SAP to react quickly to market changes when favorable pricing emerges.
Overall Cap: Crucially, all these authorizations are capped, limiting the total proportional amount of shares issued to no more than 10% of the current share capital, protecting shareholders from excessive dilution.

👉 This is not a single financing round; it is setting up a massive, flexible toolkit that allows SAP to access billions of euros over many years based on changing market opportunities.

🏗️ Financial Stability and Governance Procedures ⚖️

This section covers the necessary corporate resolutions related to compliance, auditing, and executive compensation. These are housekeeping items critical for the company's overall integrity.

Auditor Appointment (Fiscal Year 2026): The Supervisory Board recommends appointing BDO AG Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, to serve as the auditor for both the annual and consolidated financial statements, as well as the sustainability reporting for 2026.
- Why it matters: This solidifies the audit function and signals that SAP is taking the emerging requirements for sustainability (ESG) reporting seriously, which is a growing area of investor focus.
Compensation Report: The board proposes the formal approval of the compensation report for fiscal year 2025.
Board Acts Approval: The board proposes the formal approval of the acts of the Executive Board and the Supervisory Board for fiscal year 2025, confirming that the actions taken by these bodies during the year were legitimate and accounted for.

👉 These resolutions ensure accountability, maintain regulatory compliance, and formally approve executive compensation for the past year.

👥 Supervisory Board Elections and Governance Changes 👑

This section details key governance changes, including the elections of the Supervisory Board members and the modernization of SAP’s legal structure.

Board Member Elections

The annual meeting proposes electing new members to the Supervisory Board, including:

Dr. h.c. mult. Pekka Ala-Pietilmä
Dr. Rouven Westphal
René Obermann
Michael Gregoire
Personnel Insight: The filing details that Renée Obermann is proposed as the designated successor to the current Chairperson, Pekka Ala-Pietilmä, with a planned transition for 2027. This highlights a succession plan at the highest governance level.
Diversity Requirement: The Supervisory Board affirmed that the election proposals meet the regulatory requirement that the Board must include at least 30% men and women.

Electronic Shares

SAP proposes amending its Articles of Incorporation to enable the issuance of "electronic shares."

The Change: This allows the company to digitize its shares into an electronic securities register, removing the need for physical global certificates.
Impact: Although SAP does not plan to immediately implement this, adopting this option ensures the company is legally prepared to operate in a future, fully digitized capital market.

👉 Board changes and digital asset preparation are key signals that SAP is managing its leadership structure and its legal framework for the digital age.

🖥️ Operational Logistics and Voting Rules 🛰️

This section informs shareholders how they will vote and attend the meeting. It outlines the procedural details for the annual meeting.

Virtual Meeting Mandate: The Annual General Meeting will be held as a virtual General Meeting of Shareholders. This decision was made considering shareholder participation, sustainability, and cost efficiency.
Attendance Rules: Physical presence of shareholders (unless they are the Company’s own proxies) is ruled out.
Record Date: To vote, shareholders must apply and provide proof of shareholding that is effective at the close of business on April 13, 2026.
Voting Methods: Shareholders can exercise their voting rights via postal vote, granting power of attorney, or using the password-protected shareholder portal.

👉 Knowing the record date is critical, as it determines which shareholders have the right to vote on the crucial resolutions presented.

🌐 Further Resources and Contacts 📞

The filing directs shareholders and interested parties to several resources for deeper information.

Financial Documents: The adopted and consolidated annual financial statements, along with the management and group reports, can be viewed at www.sap.com/agm.
Governance Information: Detailed corporate governance materials and the Supervisory Board's profile of skills are available at https://www.sap.com/investors/en/governance.html.
AGM Portal: The entire virtual General Meeting of Shareholders will be transmitted live on the internet at www.sap.com/agm.
Contact: While no specific contacts are listed for general inquiries, all materials suggest the core communication hub is the SAP investor portal and the dedicated AGM website.

🧠 The Analogy 🏛️

Think of the Annual General Meeting as a huge family planning session. The company’s financial results are the report card for the past year. The bond issuance and contingent capital are the company’s proposal to take out a massive loan from the family (the market) to fund a new wing on the house (future growth). The detailed rules, like the 10% cap and the 80% anti-dilution clauses, are the family rules designed to ensure that even when the house gets bigger, no one person's share (or ownership percentage) gets unfairly watered down or devalued.

🧩 Final Takeaway 💡

SAP SE is not seeking immediate revenue approval, but rather shareholder consent for a complex, multi-billion euro financial structure. This structure—based on issuing convertible bonds and contingent capital—is designed to provide maximum financial flexibility for future growth while incorporating multiple layers of legal protections to minimize shareholder dilution.

SAP Seeks Approval for €10 Billion Bond Authorization and Dividend Payment