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SAP Supervisory Board Approves Agenda For 2018 AGM With Say-on-pay Vote

German software giant SAP SE (SAP) said that its Supervisory Board and Executive Board have approved the agenda of the 2018 Annual General Meeting of Shareholders or AGM on May 17, 2018 in Mannheim, Germany, and have decided to put existing executive compensation to vote (Say-on-Pay decision).

SAP said that it has also made amendments to the executive compensation. In particular, from the year 2018 the short-term variable remuneration no longer includes a discretionary component, while the maximum target threshold was lowered.

In addition, SAP has introduced claw back provisions and severance caps in compliance with the German Corporate Governance Code. SAP noted that all the changes are described in the Compensation Report, which was published as part of the company's Integrated Report on February 28, 2018.

As part of the agenda, the SAP Supervisory Board decided to put three candidates for election to the Board. SAP Supervisory Board member Aisha Evans, who was appointed by Mannheim District Court in June 2017, will stand for election.

Further, the SAP Supervisory Board has recommended that Dr. Friederike Rotsch, Group General Counsel of Merck KGaA, and Gerhard Oswald, former Executive Board member, SAP, be elected to the Supervisory Board. The elections of these candidates would replace current SAP Supervisory Board members, Prof. Wilhelm Haarmann and Prof. Anja Feldmann, who have decided to resign from the Board.

Prof. Wilhelm Haarmann's resignation is effective upon the close of this year's AGM, while Prof. Anja Feldmann's resignation is effective December 31, 2018.

Gerhard Oswald is planned to succeed Prof. Anja Feldmann from January 1, 2019, with effect after the expiration of the statutory two-year cooling-off period for prior Executive Board members, pending confirmation by the Annual General Meeting.

SAP will publish details on the candidates for election to the Supervisory Board in early April, together with the invitation to this year's AGM.

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