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SAP to Simplify Share Structure

Preference Shares to Merge into Ordinary Shares

WALLDORF, Germany - SAP AG (NYSE: SAP), the leading provider of e-business software solutions, today announced plans to simplify its share structure by converting its present two-share system into a single class of shares. Under the plan, which has been approved by the Executive and Supervisory boards and is subject to shareholder approval, existing preference shares would be converted on a 1-to-1 basis into fully voting ordinary shares. Once the conversion is completed, SAP’s ADRs, which trade on the New York Stock Exchange and are currently based on the preference share, will be based on the ordinary share.

With the new structure in place, each share will carry one vote. SAP’s capital structure will be more transparent and the company will have greater flexibility. In addition, the move to a one-share, one-vote standard puts SAP more closely in line with international corporate governance practice and capital market expectations.

Currently, SAP has two classes of shares: ordinary shares, which carry voting rights and a slightly lower dividend, and preference shares, which carry no voting rights and pay a slightly higher dividend. SAP's ordinary shares - of which more than 63% are held by SAP’s founders, their families and trusts - have traded at a discount to the preference shares due to lower trading liquidity.

Following the conversion, the share of voting rights of SAP’s founders will be reduced from more than 63% to approximately 39%.

"This is a significant step for SAP and it reflects its focus on shareholder value. A simplified share structure makes the company more transparent and easier to evaluate," said Dietmar Hopp, Co-founder and Chairman of the Supervisory Board of SAP AG. "Under the new system, one share means one vote. As a result of the move to a single share structure no significant changes are planned to the founders' holdings."

As of December 31, 2000, SAP had 131.7 million preference shares and 183 million ordinary shares outstanding. After conversion, there will be a total of 314.7 million shares outstanding. Under the new structure, SAP will distribute an equal dividend to all shareholders in line with past payment trends of the preference share.

The plan will be presented to the Annual General Meeting of the shareholders to be held on May 3, 2001. The respective resolutions must also be entered into the commercial register. SAP expects the conversion to become effective during the course of June 2001.

SAP senior management hosted a conference call on February 28th, 2001 at 5:00 p.m. (CET) / 4:00 P (GMT) / 11:00 a.m. (Eastern) / 8:00 a.m. (Pacific) to answer questions about this announcement. The conference call was webcast live and is available for replay.

Questions About the Share Change

Read these answers to questions you might have about the conversion from a two-share system to a single class of shares.