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1、 SAP Compensation Report 2024 2/39 Compensation Report 2024 Compensation Report Compensation for Executive and Supervisory Board Members This compensation report describes the two compensation systems for Executive and Supervisory Board members,outlines the criteria that apply to the compensation fo

2、r the year 2024,and discloses the amount of compensation.The compensation system for the Executive Board members was approved by the Annual General Meeting on May 11,2023,and the compensation system for the Supervisory Board members was approved by the Annual General Meeting on May 15,2024.The curre

3、nt compensation report meets the requirements of section 162 of the German Stock Corporation Act(AktG).The compensation report for 2023 was approved by the Annual General Meeting on May 15,2024.Compensation for Executive Board Members Compensation System The compensation for Executive Board members

4、is intended to reflect the demanding responsibilities of Executive Board members leading a global company in a rapidly evolving sector.The compensation level is aimed to be competitive to support SAP in the global market for highly skilled executives,especially in the context of the international so

5、ftware industry.It is our goal that our Executive Board compensation provides sustainable incentive for committed,successful work in a dynamic business environment.We have retained the proven basic structure of the compensation system and its regular compensation components.Total compensation under

6、this system can be broken down into the individual compensation components as shown below.Building on this structure,the compensation system seeks to ensure that compensation:Promotes the business strategy Ensures that extraordinary performance is appropriately rewarded and any failure to achieve sp

7、ecific targets triggers a tangible reduction in the compensation Is in line with market standards in terms of its level and structure and reflects the Companys size,complexity,and economic situation Takes account of the pay structure in the Company as a whole.In this context,the compensation is comp

8、ared with the pay of SAP executives and non-executive SAP employees to ensure that the principle of proportionality is observed within SAP.The compensation system has been changed as follows:3/39 Compensation Report 2024 To place more emphasis on the long-term performance of the Company,a ratio of 4

9、0:60 between short-term and long-term performance-based compensation now applies.Long-term performance-based compensation now incorporates important environmental,social,and governance(ESG)targets.Retention share units,previously granted as non-performance-based elements,have been eliminated.The opt

10、ion of awarding a discretionary bonus has been discontinued.The maximum compensation amount has been reduced significantly,and greater consideration given to international market conditions.The system now provides an option to grant like-for-like replacement awards to compensate for benefits from pr

11、evious employment that an Executive Board member forfeited on joining SAPs Executive Board,and an option to grant virtual shares with different terms.It now incorporates share ownership guidelines.It now provides for partly deferred payment of short-term performance-based compensation by converting

12、the payout amount into virtual shares.It now places greater emphasis on the LTI forfeiture rules on the retention of Executive Board members while fully retaining performance criteria and without changing the vesting conditions.A mobility package has replaced the previous relocation package.For more

13、 information,see the 2024 compensation system for Executive Board members.Application of the Compensation System The Supervisory Board supported by its Personnel and Governance Committee ensures that the compensation agreements and the individual target total compensation for each Executive Board me

14、mber are aligned with the compensation system.The Supervisory Board sets the target total compensation for each Executive Board member based on their individual role and performance.This target total compensation is aligned with SAPs global strategy,market position,business performance,the economic

15、outlook,and the compensation paid at comparable national and international companies.The annual benchmarking is based on the compensation data from the DAX 40 companies as well as selected U.S.-based IT and other technology companies.1 The benchmark was the basis for all compensation decisions made

16、in 2024.The Supervisory Board reviews,assesses,and sets the target total compensation in its first meeting of each fiscal year(February 21,2024,for 2024).The Supervisory Board is of the opinion that this approach ensures that the compensation is appropriate.The amount of performance-based compensati

17、on depends on the performance of SAPs KPIs(key performance indicators)against predefined target values and on SAPs share price,and is subject to hurdles and caps.These KPIs,their target values,and their weighting are reviewed and set by the Supervisory Board each year and are aligned to the SAP budg

18、et for that year or to SAPs externally communicated financial ambitions.For more information about the work of the Supervisory Board and its committees,see the Report by the Supervisory Board.The individual elements of SAPs Executive Board compensation are described in more detail below.1 The follow

19、ing U.S.-based companies were included:Adobe,A,Apple,Automatic Data Processing,Cisco Systems,Cognizant Technology Solutions,Dell Technologies,DXC Technology,Meta,Hewlett Packard Enterprise,International Business Machines,Microsoft,Netflix,Oracle,ServiceNow,VMware,Western Digital,and Workday.4/39 Com

20、pensation Report 2024 Non-Performance-Based Compensation Annual Base Salary The annual base salary is paid monthly in equal installments in the Executive Board members home currency.Home currency is the currency of the Executive Board members primary place of residence.Fringe Benefits The contractua

21、lly guaranteed fringe benefits mainly comprise insurance contributions,benefits in kind,expenses for maintenance of two households,use of aircraft,payment of fees for tax advice(for example,if service as an Executive Board member triggers a tax liability,a duty to file tax returns in additional coun

22、tries or special tax audits)and tax gross-ups according to local conditions.Pension-Related Commitments Executive Board members receive a cash allowance,as an annual one-off payment,toward their own pension provision.The Supervisory Board may grant the Executive Board members the option to elect tha

23、t some or all of the cash allowance be paid into the Employee-Financed Pension Plan(Mitarbeiterfinanzierte Altersvorsorge)in place at SAP SE.Under this option,part of the Executive Board members gross pay is exchanged in return for an entitlement to occupational pension benefits payable at a future

24、date.Thomas Saueressig opted to remain with the defined-contribution pension plan instead of receiving the cash allowance.For Executive Board members whose permanent place of residence is outside Germany,SAP may specify a retirement pension plan that applies for employees at a company belonging to t

25、he SAP Group in the relevant country.Event-Related Compensation Elements Replacement Award To the extent that compensation benefit earned prior to moving to the SAP Executive Board is lost due to this move,a replacement award reasonably replicating the structure of the forfeited compensation in term

26、s of the payment times and amounts(like-for-like)may be granted.The replacement award may comprise cash payments and/or virtual shares.If virtual shares are granted,the following applies:The number of virtual shares is determined by dividing a grant amount by the relevant SAP share price(“initial pr

27、ice”).The initial price is based on an average price over a period of 10 trading days.The terms of the virtual shares must appropriately replicate the forfeited compensation components.The payout of the virtual shares corresponds to the relevant SAP share price at the end of the term of the respecti

28、ve virtual shares,but no more than 200%of the initial price.The relevant SAP share price is based on an average price of a period of 10 trading days.Payments made under the replacement award must not exceed 100%of the maximum compensation in the first year of the new Board member joining SAP.Mobilit

29、y Package Executive Board members who,at the request of SAP,relocate their place of work or permanent place of residence,and Executive Board members who are appointed for the first time and relocate their permanent place of residence on account of the appointment,may be granted one-time and temporar

30、y benefits as support in this connection.If SAP grants an Executive Board member a mobility package,it will be paid as compensation for the financial year in which the member relocates their place of work or permanent place of residence.The maximum compensation for this financial year is increased b

31、y the value of the mobility package,but by no more than 5%of the maximum compensation.5/39 Compensation Report 2024 Performance-Based Compensation Short-Term Incentive The short-term,one-year performance-based compensation(“short-term incentive,”STI)is granted in the Executive Board members home cur

32、rency for a single year.Payment of part of the payout amount under the STI is deferred by one or two additional years and linked to the performance of the SAP share price(“STI deferral”).The basic structure of the STI,including the STI deferral,is as follows:The final STI amount depends on target ac

33、hievement against certain financial and non-financial KPIs.The KPIs and their weightings are as follows:1 Based on non-IFRS metrics published in the Integrated Report 2023(for more information,see the Decisions for 2024 section below).For the STI 2024,the financial KPIs have a total weighting of 80%

34、and comprise non-IFRS constant currency operating margin increase in 2024 year over year;non-IFRS constant currency current cloud backlog in 2024;and year-over-year growth in non-IFRS constant currency cloud and software revenue in 2024.The non-financial KPIs have a total weighting of 20%,and compri

35、se the Customer Net Promoter Score,which measures SAPs customer loyalty;and the Employee Engagement Index score,which measures SAPs employee commitment,pride,and loyalty.The KPIs and their respective target values are derived from SAPs budget for the respective year.For more information about KPIs,s

36、ee the sections Performance Management System and Outlook and Results for 2024 in the SAP Integrated Report 2024.IndividualSTI grantamountWeightedperformancefactor(01.4)Grant/performance periodFinal STIamountX=80%Final STI payoutamount10%10%Grant yearSTI payout periodGrant year+1Grant year+2Grant ye

37、ar+3STI deferral in virtual sharesFinal payout dependent on SAP share price development 6/39 Compensation Report 2024 Planned Replacement of KPIs in Line with the Compensation System On November 7,2024,the Supervisory Board resolved to replace the STI KPI operating margin increase with the KPI free

38、cash flow from 2025 onward in accordance with the compensation system for Executive Board members.With this change,the Supervisory Board recognizes the role that free cash flow plays in value creation for the Company.It also believes that this change better aligns the steering to value creation.Base

39、d on the respective target value,a specific target achievement curve is defined for each KPI.Each target achievement curve defines a performance corridor,which should be within a range of 90%to 110%of the KPI target value based on absolute numbers.If the lower threshold of the performance corridor i

40、s not reached,the performance factor is zero.If the lower threshold is reached,the performance factor is 0.5.If the upper threshold of the performance corridor is reached or exceeded,the performance factor is 1.4(cap).STI Deferral Eighty percent of the STI will be paid out after the Annual General M

41、eeting of Shareholders in the year after the STI was granted(grant year+1).Twenty percent of the final STI amount,the STI deferral,is converted into virtual shares,50%of which have a term of approximately one year and 50%a term of approximately two years.The number of virtual shares is determined by

42、 dividing the STI deferral by the relevant SAP share price(“initial price”).The initial price is based on an average SAP share price over a period of 10 trading days after publication of SAPs preliminary results for the financial year in which the STI was granted.The virtual shares will be paid out

43、at the relevant SAP share price,but no more than 200%of the initial price,at the end of the term of the virtual shares.The virtual shares are paid out after the Annual General Meeting of Shareholders in the grant year+2 and grant year+3.Long-Term Incentive The SAP Long-Term Incentive Program 2024(LT

44、I 2024)is granted in annual tranches and reflects SAPs long-term strategy and thus sets uniform incentives for the Executive Board members to achieve key targets from the long-term strategic plans.The LTI 2024 is fully performance-based and rewards the Executive Board members for the long-term SAP s

45、hare price performance as compared to the market,thus ensuring that shareholders interests are also honored.The LTI 2024 also includes ESG targets to reward the Executive Board members for the long-term sustainability of the Company.The LTI 2024 is a virtual share program under which annual tranches

46、 with a term of approximately four years each are granted.When the individual tranches are granted,a certain grant amount specified in the Executive Board members service contract is converted into virtual shares(“performance share units,”PSUs)in each case.The grant amount is divided by the SAP shar

47、e price,which corresponds to the average on the 10 trading days after publication of the preliminary results for the financial year(grant price).In 2024,the financial results were published before the Frankfurt Stock Exchange opened on January 24,2024.The PSUs have a vesting period of approximately

48、four years.The basic structure of the LTI 2024 is as follows:7/39 Compensation Report 2024 The underlying KPIs and their weightings are as follows:Planned Replacement of KPIs in Line with the Compensation System On December 8,2024,the Supervisory Board resolved to replace the KPIs cloud revenue and

49、software licenses and support&services revenue with the KPI total revenue with a weighting of 30%beginning with the tranche 2025.The Supervisory Board gave more weight to cloud revenue,given the importance of this metric to the cloud transition.As cloud revenue now represents the majority of total r

50、evenue,the Supervisory Board aims to simplify the structure of the LTI with this change.Changes in the Number of Financial PSUs The final number of financial PSUs changes depending on SAPs performance against the three financial KPI target values over the entire three-year performance period.The tar

51、get values for each tranche are based on the cumulative three-year values of each KPI.The cloud revenue KPI and the software licenses&support and services revenue KPI each have a performance corridor comprising a cap of 110%and a hurdle of 90%target achievement,while the operating profit KPI has a c

52、ap of 120%and a hurdle of 80%target achievement.If the lower threshold of the performance corridor for the respective KPI is not reached,the financial performance factor is zero.If the lower threshold is reached,the financial performance factor is 0.5.If the upper threshold of the performance corrid

53、or is reached or exceeded,the financial performance factor is 1.5(cap).Performance periodGrant year,+1,+2LTI grantamount(converted tovirtual shares)50%financialPSUsNumber ofvirtual shares=XFinal LTI payoutamount(convertedfrom virtual shares incl.dividends)Grant yearHolding periodGrant year+3VestingG

54、rant year+430%marketPSUs20%ESG PSUsPerformance factor(01.5)Performance factor(01.5)Performance factor(01.5)XX=.50%Financial PSUs30%Market PSUs20%Cloud revenue20%Operating profit10%Software licenses and support&services revenue30%TSR performance:SAP TSR relative to NASDAQ 10020%ESG PSUs10%Climate per

55、formance:Net zero 2030 10%Diversity:Women in Executive Roles 8/39 Compensation Report 2024 1 Based on non-IFRS metrics published in the Integrated Report 2023(for more information,see the Decisions for 2024 section below).The following tables illustrate possible outcomes for a hypothetical grant of

56、1,000 financial PSUs:SAP financial performance is better than targets 20%Cloud revenue performance factor 1.25 20%Operating profit performance factor capped at 1.50 10%Software licenses and support&services revenue performance factor 1.00 Weighted financial performance factor 1.30 Final number of fi

57、nancial PSUs 1.30 x 1,000 1,300 Final number of financial PSUs after three yearsOriginally granted number x financial performance factorResulting in a financial performance factorFinancial PSUs originally grantedSAPs financial performance factor1.0=SAP achieves 100%of the three weightedfinancial tar

58、gets(non-IFRS1at constant currencies)Operating profit20%Software licenses and support&services revenue10%Cloud revenue20%0.00.51.01.52.070%80%90%100%110%120%130%Performance factorPerformance corridorOperating profitOperating profitCloud revenue Cloud revenue Software licenses and support&services re

59、venueSoftware licenses and support&services revenue 9/39 Compensation Report 2024 SAP financial performance does not meet the targets 20%Cloud revenue performance factor 0.65 20%Operating profit performance factor 1.00 10%Software licenses and support&services revenue performance factor below 50%0 W

60、eighted financial performance factor 0.66 Final number of financial PSUs 0.66 x 1,000 660 Changes in the Number of Market PSUs The number of market PSUs initially awarded is multiplied by a market performance factor.The market performance factor depends on the amount of the total shareholder return(

61、TSR)on SAP share,measured for an entire performance period of approximately three years,and ranked in relation to the TSR performance of the companies in the NASDAQ-100 Index(Index).TSR reflects the performance of share,combining share price changes and granted and reinvested dividends.The market pe

62、rformance factor has a cap at 1.5 at the 75th percentile(P-75)and a hurdle of 0.5 at the 25th percentile(P-25);below the hurdle,no market PSUs are considered.Final number of market PSUs after three yearsOriginally granted number x market performance factorMarket PSUs originally grantedTSR performanc

63、e:SAP relative to index1.0=SAP is ranked to the median of the index companiesIndex TSR performs betterthan SAP TSRSAP is ranked below the median of theindex companiesSAP TSR performs better thanindex TSRSAP is ranked above the median of theindex companies.Performance factor isonly higher than 1.0 wh

64、en SAP TSR performance is positive.Resulting in a market performance factor0,00,51,01,52,0Performance factorP-25MedianP-75 10/39 Compensation Report 2024 The following tables illustrate possible outcomes for a hypothetical grant of 1,000 market PSUs:SAP TSR performs better than TSR of NASDAQ-100 com

65、panies SAP TSR performance +10%Market performance factor 55th percentile 1.10 Final number of market PSUs 1.10 x 1,000 1,100 SAP TSR performs better than TSR of NASDAQ-100 companies;cap is triggered SAP TSR performance +18%Market performance factor 80th percentile 1.60 Cap 75th percentile 1.50 Final

66、 number of market PSUs 1.50 x 1,000 1,500 SAP TSR performs better than TSR of NASDAQ-100 companies;in a downwards market trend SAP TSR performance 5%Market performance factor 60th percentile 1.20 Cap due to required positive performance 1.00 Final number of market PSUs 1.00 x 1,000 1,000 TSR of NASD

67、AQ-100 companies perform better than SAP TSR;low hurdle is triggered SAP TSR performance 5%Market performance factor 20th percentile 0.40 Hurdle 25th percentile 0 Final number of market PSUs 0.00 x 1,000 0 Changes in the Number of ESG PSUs The final number of ESG PSUs changes depending on SAPs perfo

68、rmance against the two non-financial KPI target values over the entire three-year performance period.The target values for each tranche are based on the cumulative three-year values of each KPI.The net zero 2030 KPI considers gross greenhouse gas emissions along the value chain in line with the Gree

69、nhouse Gas Protocol.The Women in Executive Roles KPI considers the ratio of women to all genders in the three executive levels below the Executive Board,namely the Group Executive Level,the Senior Executive Level,and the Executive Level.The net zero 2030 KPI will be assessed in absolute values;the W

70、omen in Executive Roles KPI will be measured as a percentage.11/39 Compensation Report 2024 The Women in Executive Roles KPI has a performance corridor with a cap of 105%and a hurdle of 95%target achievement;the net zero 2030 KPI has a cap of 110%and a hurdle of 90%target achievement.If the lower th

71、reshold of the performance corridor is not reached,the ESG performance factor is zero.If the lower threshold is reached,the ESG performance factor is 0.5.If the upper threshold of the performance corridor is reached or exceeded,the ESG performance factor is 1.5(cap).Payout of PSUs The value of all P

72、SUs is paid out after the Annual General Meeting of Shareholders at which the financial statements for the third financial year following the financial year in which the PSUs were granted are presented(grant year+4).The performance of the PSUs is linked to the performance of the SAP share price,incl

73、uding dividend payments.Dividend equivalents are only awarded for vesting ESG PSUs originally grantedFinal number of ESG PSUs after three yearsOriginally granted number x financial performance factorSAPs ESG performance factor1.0=SAP achieves 100%of the two equally weighted ESG targetsNet zero 20301

74、0%Women in Executive Roles 10%Resulting in an ESG performance factor0.00.51.01.52.070%80%90%100%110%120%Performance factorPerformance corridorClimate performance:Net zero 2030 Diversity:Women in Executive Roles 12/39 Compensation Report 2024 PSUs following the performance assessment.Accordingly,an a

75、mount is paid out for each PSU(subject to the specifics described below)that equals the then-current SAP share price plus the dividends disbursed in respect of an SAP share in the period from the beginning of the year in which the PSU were granted until the end of the third year following the year i

76、n which the PSU were granted.The average price of SAP shares on the 10 trading days after publication of the preliminary results for the financial year determines the payout price.The final LTI payout amount per PSU,including the dividend due on the PSU,is capped at 200%of the grant price.Due to the

77、 potential change in the number of PSUs,the maximum possible payout amount under any of the annual tranches of the LTI 2024 is thus 300%of the grant amount.Currency exchange rate risks are borne by the Executive Board members.However,under certain conditions,each type of PSU may expire during the te

78、rm of a tranche.LTI Forfeiture Rule If an Executive Board members service contract is terminated before the end of the third year following the year in which the share units were granted,the PSUs are forfeited in whole or in part,depending on the circumstances in which the member resigns from office

79、 or the service contract is terminated.Where share units are forfeited in part,the percentage of the forfeiture is proportional to the four-year vesting period of each grant.This means that 25%of the grant is earned each year of the vesting period.Unearned grants are forfeited.13/39 Compensation Rep

80、ort 2024 LTI Forfeiture Rules and Example Calculation1 1 Example calculation with four tranches(grant allocation of 100%,stable share price from grant to vest,and no considerationof performance criteria);Executive Board members contract terminates after year four.2 As defined in the individual Execu

81、tive Board members contracts.3 For the definition,see the Early End-of-Service Undertakings section.Change of control3PSUs vest immediately on a pro rata temporis basis plus 50%of PSUs which otherwise would be forfeited(18.75%forfeiture of the total amount)312.5%25.0%37.5%n3n2n1nEarned grantsPlus 50

82、%Forfeited grantsn3n2n1nEarned grantsPermanent inability to work OR deathPSUs do not forfeit(0%forfeiture of the total amount)4Contract expiry after 4 contract cycles and at least 12 years of service,if no subsequent employment with competitor2Retirement from age 62,if no subsequent employment with

83、competitor2Complete forfeiture of PSUs(over the four-year period:100%forfeited in total)100%100%100%100%n3n2n1nForfeited grantsExecutive Board memberresigns without goodcauseANDThe Executive Board member starts working for a competitor company before PSU vesting date2Termination of contract by Super

84、visory Board for good cause1OR25%50%75%n3n2n1nEarned grantsForfeited grantsForfeiture of PSUs on pro rata temporis basis(37.5%forfeiture of the total amount)Regular contractexpires or isterminatedbymutual consentExecutive Board memberresigns without goodcauseANDThe Executive Board member does not wo

85、rk for a competitor company before PSU vesting date22OROROR 14/39 Compensation Report 2024 Share Ownership Guidelines(SOG)The Executive Board members must acquire SAP shares and hold them at least for the duration of their term of office.Following a build-up period of up to three years(beginning at

86、the start of the members first term of office but not before January 1,2024),the shareholding for ordinary Executive Board members corresponds to a target value equal to 100%of annual base salary,and for the CEO 200%of annual base salary.During the build-up period,the SOG shareholding must reach cer

87、tain interim values.The SOG interim value at the end of the first year equals 20%of the SOG target value and the SOG interim value at the end of the second year equals 50%of the SOG target value.The SOG target value must have been achieved at the end of the third year.SOG Target Value SOG Interim Va

88、lue SOG Share Price 2024 SOG Shareholding on 12/31/2024(in shares)Christian Klein 2,200,000 440,000 163.08 2,698 Muhammad Alam(from 4/1/2024)US$860,000 172,000 176.50 975 Dominik Asam 800,000 160,000 163.08 981 Thomas Saueressig 800,000 160,000 163.08 981 Gina Vargiu-Breuer(from 2/1/2024)800,000 160

89、,000 163.08 981 On an annual basis,the number of shares to be held by an Executive Board member will be adjusted in line with SAPs share price performance.The SOG share price corresponds to the average on the 10 trading days after publication of the preliminary results for the financial year.The num

90、ber of shares determined by the Supervisory Board on this basis,and the date from which this number must be held,will be communicated to the Executive Board member.Where the shareholding is greater than the number that applied on December 31 of the current year,the Executive Board member is free to

91、sell any excess number of SAP shares during the respective financial year.Foreign Currency Exchange Rate Cap Where the non-performance-based compensation and the STI are paid out in the Executive Board members home currency,the total(gross)payout amount resulting from the non-performance-based compe

92、nsation and the STI for a financial year is limited to a maximum euro equivalent in case of exchange rate fluctuations.The euro cap for a full financial year equals 120%each for the sum of the non-performance-based compensation and STI target amount converted into euros plus 20%of the grant amount f

93、or a tranche under the LTI 2024.Maximum Compensation Maximum compensation under the compensation system effective since 2024 is the value that the total compensation for any financial year(irrespective of the time of receipt)must not exceed.Maximum compensation is 11.0 million for each ordinary Exec

94、utive Board member and 20.0 million for a CEO.If an Executive Board member has their place of work in a country where the levels of compensation are higher than in Germany,maximum compensation could be 130%of the relevant value.If an Executive Board member is granted a mobility package or a replacem

95、ent award,the compensation they receive for the financial year may exceed the maximum compensation defined above.If a mobility package is granted,its maximum value is capped at 5%of the maximum compensation defined above.If a replacement award is granted,its maximum value is capped at 100%of the max

96、imum compensation defined above.15/39 Compensation Report 2024 thousands Maximum Compensation Replacement Awards Mobility Package Increased Maximum Compensation Christian Klein 20,000.0 20,000.0 Muhammad Alam(from 4/1/2024)8,250.0 8,250.0 Dominik Asam 11,000.0 2,850.0 13,850.0 Juergen Mueller(until

97、9/30/2024)8,250.0 8,250.0 Scott Russell(until 8/31/2024)9,533.3 9,533.3 Thomas Saueressig 11,000.0 11,000.0 Gina Vargiu-Breuer(from 2/1/2024)10,083.3 680.0 40.0 10,803.3 Julia White(until 8/31/2024)7,333.3 7,333.3 The final confirmation of compliance with the maximum compensation for fiscal year 202

98、4 will be disclosed in the Compensation Report for fiscal year 2027 at the earliest,when the LTI tranche for 2024 is settled.The maximum compensation under the compensation system applicable until 2023 still applies until the last granted variable compensation component of the LTI 2020(tranche 2023)

99、is paid out in 2026.The maximum compensation is 15.0 million for ordinary Executive Board members and 34.5 million for a CEO.When determining the compensation structure and the target compensation for the individual members of the Executive Board,the Supervisory Board ensured that the potential paym

100、ents,did not exceed maximum compensation.Clawback Provisions and Clawback Policy SAP has the contractual right to request that an Executive Board member return any payments made from the STI or LTI if it subsequently emerges that the information used to determine the payout was inaccurate and that t

101、herefore the amount paid out was not justified,either in whole or in part,because targets were either not achieved or not achieved to the extent initially assumed.In this event,the Executive Board member is obliged to repay to SAP the amount by which the initial payment exceeds the amended payment a

102、s determined on the basis of the targets actually achieved.In addition,in compliance with requirements issued by the U.S.Securities and Exchange Commission and the New York Stock Exchange for companies listed in the United States,including foreign private issuers such as SAP,SAP adopted a clawback p

103、olicy in 2023.This policy requires the Supervisory Board to recoup incentive-based compensation from current and former Executive Board members in the event that financial statements are restated due to material non-compliance with any financial reporting requirement under the U.S.federal securities

104、 laws that impacts the calculation of incentive-based compensation paid out in the last three years.Offsetting Compensation for Roles Assumed Inside and Outside the Group At the request of the Supervisory Board,the Executive Board member will assume roles on the supervisory board or similar bodies a

105、t affiliates of SAP without receiving separate compensation.If,in exceptional cases,compensation is,however,paid for a role assumed within the Group,it will be offset against the other compensation due to the Executive Board member.The Supervisory Board has to agree before an Executive Board member

106、assumes any roles on supervisory boards or similar bodies at companies outside the Group and will decide in each case whether and to what extent any compensation is to be offset against compensation paid by SAP.Decisions for 2024 No adjustments were made to the payout amounts for the STI 2023 or LTI

107、 2020 tranche 2020 paid in May 2024.The Supervisory Board did not request that any Executive Board member return payments under the clawback provision.On February 19,2025,the Supervisory Board assessed SAPs performance against the previously agreed targets and determined the amount of the STI 2024 f

108、or all members of the Executive Board.At its meeting on February 21,2024,the Supervisory Board resolved to adjust the U.S.-dollar compensation for Scott Russell and Julia White with effect from January 1,2024.The exchange rate on 16/39 Compensation Report 2024 December 1,2023,was applied.This led to

109、 an increase in the U.S.-dollar compensation and a change in the STI and LTI amounts,while the annual compensation in euros remained the same.On May 5,2024,the Supervisory Board resolved,by way of circular resolution,to extend the term of Christian Kleins appointment for three years from May 1,2025,

110、to April 30,2028,and to appoint him as chairperson of the Executive Board with immediate effect.On July 29,2024,the Supervisory Board resolved to terminate the service contracts of Julia White and Scott Russell by mutual agreement.On September 1,2024,the Supervisory Board resolved to terminate the s

111、ervice contract of Juergen Mueller by mutual agreement.For more information,see the section Agreements with Executive Board Members for Early End-of-Service.On November 7,2024,the Supervisory Board decided to exclude the effect of the WalkMe acquisition from the target achievement for the STI 2024 a

112、nd the LTI tranche 2022.For the LTI tranches 2023 and 2024,the Supervisory Board resolved updated targets to neutralize the effects of the acquisition.Furthermore,based on the decision the Supervisory Board made in September 2023,the expenses related to compliance matters from the variable Executive

113、 Board compensation are excluded for 2023 and 2024.This applies for the Executive Board members compensation components STI and LTI related to the KPIs operating margin increase(STI)and operating profit(LTI)for the fiscal years 2023 and 2024.This decision also affects the 2021,2022,and 2023 tranches

114、 of the LTI 2020,the LTI 2024 tranche 2024,and the STI for the year 2024(STI 2024).The exclusion of expenses related to compliance matters from the variable Executive Board compensation led to a higher performance factor of 0.005 for the financial PSUs of the LTI tranche 2021 and 2022,a performance

115、factor of 0.049 for the STI 2023,and had no effect on the performance factor of the STI 2024.STI Performance Factor 2024 KPI 100%Target Value Results Performance Factor Current cloud backlog1 17,539 million 17,515 million 0.993 Cloud and software revenue growth1+8.64%+11.05%1.260 Operating margin in

116、crease1+182bps+325bps 1.400 Customer Net Promoter Score+11+12 1.050 Employee Engagement Index 78%74%0.750 1 Non-IFRS,at constant currencies.The weighted performance factor for the STI 2024 was 1.143.The final STI payout amount related to the STI deferral depends on SAP share price development.The fo

117、llowing target achievement curves applied for the STI 2024:Financial KPIs 0.00.20.40.60.81.01.21.41.61.82.02%4%6%8%10%12%14%Performance factorCloud and Software Revenue Growth0.00.20.40.60.81.01.21.41.61.82.050100150200250300Performance factorOperating Margin Increase0.00.20.40.60.81.01.21.41.61.82.

118、015,50017,50019,500Performance factorCurrent Cloud Backlog 17/39 Compensation Report 2024 Non-Financial KPIs The final performance factor for the STI reflects the relation between the grant amount and the final STI amount.The STIs for the years 2020 to 2023 were already paid out.STI Final Performanc

119、e Factor 2024 2023 2022 2021 2020 1.143 1.151 0.612 1.333 0 STI Grant Amount Final STI Amount1 STI Non-Deferral STI Deferral Virtual Shares2 Christian Klein(CEO)2,960,000 3,382,984 2,706,387 676,597 2,506 Muhammad Alam(from 4/1/2024)US$1,196,013 1,366,923 1,093,539 273,385 978 Dominik Asam 1,990,000

120、 2,274,371 1,819,497 454,874 1,684 Juergen Mueller(until 9/30/2024)958,251 1,095,185 876,148 219,037 812 Scott Russell(until 8/31/2024)US$1,581,000 1,806,925 1,445,540 361,385 1,292 Thomas Saueressig 1,600,000 1,828,640 1,462,912 365,728 1,354 Gina Vargiu-Breuer(from 2/1/2024)1,171,585 1,339,004 1,0

121、71,203 267,801 992 Julia White(until 8/31/2024)US$1,063,000 1,214,903 971,922 242,981 868 1 STI performance factor 1.143 2 STI initial price 269.98 and US$279.71 LTI 2024 Tranche 2024 Financial PSUs and ESG PSUs 100%Target Values In 2024,the Supervisory Board set the 100%target values for the financ

122、ial PSUs and the ESG PSUs of the LTI 2024 tranche 2024.The target values are derived from the 2025 ambition communicated in October 2020 and were adjusted in July 2023 to reflect the impact of the Qualtrics divestiture.KPI 100%Target Value (cumulative 2024 to 2026)Cloud revenue1 67,300 Operating pro

123、fit1 29,600 Software licenses and support&services revenue1 47,800 1 Non-IFRS,at constant currencies 2023.0.00.20.40.60.81.01.21.41.61.82.0048121620Performance factorCustomer Net Promoter Score0.00.20.40.60.81.01.21.41.61.82.068%72%76%80%84%Performance factorEmployee Engagement Index 18/39 Compensat

124、ion Report 2024 KPI 100%Target Value (cumulative 2024 to 2026)Net zero 2030 CO2e in kt 17,400%of women in executive roles 70.8 The target value of 70.8 is the sum of the values over the three years.LTI 2020 Tranche 2021 Performance Factor In 2024,the Supervisory Board determined the LTI performance

125、factor of the financial PSUs and the market PSUs of the LTI 2020 tranche 2021.KPI 100%Target Value (cumulative 2021 to 2023)Results Performance Factor Financial performance factor Cloud revenue1 33,000 34,898 1.288 Total revenue1 85,000 88,553 1.209 Operating profit1 23,900 24,725 1.086 Market perfo

126、rmance factor Ranking to NASDAQ-100 companies median 19 1.500 1 Non-IFRS,at constant currencies 2020.The relation between the LTI grant amounts for the 2021 to 2024 tranches and the hypothetical payout amounts are based on SAPs share price at year end.The 2020 tranche discloses the relation between

127、the respective grant amount and the final LTI payout amount in May 2024.The payout price for the tranche 2020 was calculated as the average share price between January 25,2024,and February 22,2024.Relation Between Grant Amount and Final LTI Payout Amount Percentage LTI 2024 LTI 2020 2024 Tranche1 20

128、23 Tranche1 2022 Tranche1 2021 Tranche1 2020 Tranche 12/31/2024 167.3 250.7 237.0 246.8 73.5 12/31/2023 NA 149.1 158.5 165.9 63.0 1 Consideration of hypothetical payout amounts based on SAPs share price and market data at year end.Compensation for 2024 We present the Executive Board compensation dis

129、closures in accordance with section 162 of the German Stock Corporation Act,for the current year as well as for the previous year 2023.For each member of the Executive Board,the following tables disclose the compensation awarded and due as well as the contractual compensation in the reporting year.C

130、ontractual Compensation The contractual compensation shows the target amounts agreed in the individual employment contracts,including fringe benefits,and corresponds to a target achievement of 100%for the respective periods.If the appointment term commences or ends during a financial year,the compen

131、sation is disclosed pro rata temporis.As the non-performance-based compensation and the STI are determined in the Executive Board members home currency,a maximum euro equivalent(“euro cap”)is considered to limit the exchange rate fluctuations to 20%of the sum of contractual values for non-performanc

132、e-based compensation,STI,and LTI in euros.For purposes of converting the amounts from the home currency into euro,for non-performance-based compensation the average exchange rate,and for the one-year variable compensation the year-end exchange rate,of the respective period applies.The difference to

133、the contractual exchange rate is disclosed.19/39 Compensation Report 2024 Compensation Awarded and Due Compensation that has been received and/or earned in the reporting year is defined as compensation awarded and due based on section 162 of the German Stock Corporation Act.This means that the under

134、lying services were fully rendered by the end of the reporting year,although payout occurs only after the end of the reporting year to make reporting transparent and comprehensible and to ensure a connection between performance and compensation in the reporting period.Therefore,the STI 2024 and the

135、LTI 2020 tranche 2021 are both reported in 2024.The compensation awarded and due related to the LTI 2020 tranche 2021 is disclosed with the share price at year-end and the performance factor of the PSUs at year end.The payout of this tranche in May 2025 will be calculated based on the performance pe

136、riod according to the plan terms.The difference in the payout amount according to share price and performance factor development between year-end and the end of the performance period pursuant to the plan terms will also be disclosed.In addition,the difference in the payout amount according to share

137、 price and performance factor development between year-end and the end of the performance period pursuant to the plan terms of the LTI 2020 tranche 2020 is disclosed in 2024.1 Cap at 200%of grant price per share.2 Value is determined at time of payout after the Compensation Report has been prepared.

138、Divided by grant price per share(in)=Number of share unitsMultiplied with final performance factorGrant amount(in)Retention Share Units(RSUs)1/3Market PSUs1/3=Final payout amount(in)2024(73.5%)Compensation awarded and dueCompensation paid123.5932023(63.0%)Financial PSUs1/30.00.583Multiplied with sha

139、re price at year end+dividend amount per share(in)147.41=Final number of share units=Theoretical payout amount(in)2021(100.0%)2025106.4052024(246.8%)2172.1591.51.201212.8112020 to 20222021 to 2023Multiplied with final payout price+dividend amount per share(in)2020(100.0%)2023(52.8%)2024(123.4%)20/39

140、 Compensation Report 2024 The individual amount resulting from the difference between the final payout amount of 73.5%and the hypothetical payout amount of 63.0%is disclosed in the following tables under“LTI 2020 Tranche 2020”in 2024.For the non-performance-based compensation and the STI paid out in

141、 the Executive Board members home currency,the amounts are converted to euro for reporting purposes.While for the non-performance-based compensation conversion into euro the annual average exchange rate applies,the STI is converted using the exchange rate at year-end.For the payout of the STI non-de

142、ferral(which is due after the annual general meeting of shareholders)and the STI deferral,the exchange rate at payout will apply.The individual amount resulting from the difference between the exchange rate at year end and at payout will be disclosed in the following tables under“Exchange rate fluct

143、uations”in the year of payment.Executive Board Members Compensation thousands Christian Klein CEO Muhammad Alam Member of the Executive Board(from 4/1/2024)Contractual Compensation Compensation Awarded and Due Contractual Compensation Compensation Awarded and Due 2024 2023 2024 in%2023 in%2024 2023

144、2024 in%2023 in%Annual base salary 1,100.0 1,100.0 1,100.0 5.8 1,100.0 15.4 600.0 600.0 31.0 0 Fringe benefits1 15.2 21.7 15.2 0.1 21.7 0.3 24.1 24.1 1.2 0 Pension-related commitments 330.0 330.0 1.7 0 0 0 Exchange rate fluctuations (euro cap)2 40.9 40.9 Total non-performance-based compensation 1,44

145、5.2 1,121.7 1,445.2 7.6 1,121.7 15.7 664.9 0 664.9 34.3 0 0 One-year variable compensation STI 2023 1,900.0 0 2,186.9 30.6 0 0 STI 2024 non-deferral(80%)2,368.0 2,706.4 14.3 0 889.6 1,016.7 52.5 0 STI 2024 deferral I(10%)296.0 338.3 1.8 0 111.2 127.1 6.6 0 STI 2024 deferral II(10%)296.0 338.3 1.8 0

146、111.2 127.1 6.6 0 Multiyear variable compensation LTI 2016 Plan Tranche 2019 0 386.9 5.4 0 0 LTI 2020 Tranche 2020 581.4 3.1 3,462.6 48.4 0 0 LTI 2020 Tranche 2021 13,573.4 71.5 0 0 0 LTI 2020 Tranche 2023 5,500.0 0 0 0 0 LTI 2024 Tranche 2024 4,440.0 0 0 1,668.0 0 0 Total performance-based compensa

147、tion 7,400.0 7,400.0 17,537.8 92.4 6,036.4 84.3 2,780.1 0 1,270.9 65.7 0 0 Total 8,845.2 8,521.7 18,983.0 100.0 7,158.1 100.0 3,445.0 0 1,935.9 100.0 0 0 For the LTI 2020 tranche 2020,the difference between the actual payout amount of 4,044.0 thousand and the hypothetical payout amount of 3,462.6 th

148、ousand for Christian Klein is 581.4 thousand.21/39 Compensation Report 2024 thousands Dominik Asam Member of the Executive Board Juergen Mueller Member of the Executive Board(until 9/30/2024)Contractual Compensation Compensation Awarded and Due Contractual Compensation Compensation Awarded and Due 2

149、024 2023 2024 in%2023 in%2024 2023 2024 in%2023 in%Annual base salary 800.0 655.1 800.0 24.4 655.1 16.6 600.0 700.0 600.0 8.4 700.0 19.2 Fringe benefits1 26.8 57.5 26.8 0.8 57.5 1.5 11.3 15.7 11.3 0.2 15.7 0.4 Pension-related commitments 180.0 180.0 5.5 0 180.0 180.0 2.5 0 Replacement award 1,600.0

150、0 1,600.0 40.6 0 0 Total non-performance-based compensation 1,006.8 2,312.5 1,006.8 30.7 2,312.5 58.7 791.3 715.7 791.3 11.1 715.7 19.6 One-year variable compensation STI 2023 1,416.3 0 1,630.2 41.3 1,125.8 0 1,295.7 35.5 STI 2024 non-deferral(80%)1,592.0 1,819.5 55.5 0 766.6 876.1 12.3 0 STI 2024 d

151、eferral I(10%)199.0 227.4 6.9 0 95.8 109.5 1.5 0 STI 2024 deferral II(10%)199.0 227.4 6.9 0 95.8 109.5 1.5 0 Multiyear variable compensation LTI 2016 Plan Tranche 2019 0 0 0 272.8 7.5 LTI 2020 Tranche 2020 0 0 229.9 3.2 1,368.8 37.5 LTI 2020 Tranche 2021 0 0 5,028.1 70.4 0 LTI 2020 Tranche 2023 2,65

152、4.8 0 0 2,174.3 0 0 LTI 2024 Tranche 2024 2,932.1 0 0 1,920.0 0 0 Total performance-based compensation 4,922.1 4,071.1 2,274.4 69.3 1,630.2 41.3 2,878.3 3,300.1 6,353.1 88.9 2,937.3 80.4 Total 5,928.9 6,383.6 3,281.2 100.0 3,942.7 100.0 3,669.5 4,015.7 7,144.4 100.0 3,653.0 100.0 On his appointment

153、to the Executive Board,Dominik Asam received exceptional grants to compensate the loss of previously earned and forfeited compensation from his previous employer.The total loss of compensation was 3.85 million.The distribution of this amount reflects the nature and timing of the forfeited compensati

154、on as far as possible under the SAP compensation system.This results for 2024 in an STI of 0.51 million and an LTI grant of 0.71 million.These amounts are included in the table above in addition to the regular compensation.For 2024,the replacement award increased his maximum compensation for 2024 by

155、 2.85 million.For the LTI 2020 tranche 2020,the difference between the actual payout amount of 1,598.7 thousand and the hypothetical payout amount of 1,368.8 thousand for Juergen Mueller is 229.9 thousand.22/39 Compensation Report 2024 thousands Scott Russell Member of the Executive Board(until 8/31

156、/2024)Thomas Saueressig Member of the Executive Board Contractual Compensation Compensation Awarded and Due Contractual Compensation Compensation Awarded and Due 2024 2023 2024 in%2023 in%2024 2023 2024 in%2023 in%Annual base salary 698.9 1,000.0 698.9 8.2 1,000.0 32.5 800.0 800.0 800.0 9.7 800.0 22

157、.2 Fringe benefits1 112.6 64.5 112.6 1.3 64.5 2.1 17.0 15.9 17.0 0.2 15.9 0.4 Pension-related commitments 0 0 0 0 Exchange rate fluctuations (euro cap)2 117.3 112.7 117.3 1.4 112.7 3.7 Total non-performance-based compensation 928.8 1,177.3 928.8 10.9 1,177.3 38.3 817.0 815.9 817.0 9.9 815.9 22.6 One

158、-year variable compensation STI 2023 1,650.0 0 1,899.2 61.7 1,200.0 0 1,381.2 38.2 STI 2024 non-deferral(80%)1,163.0 1,329.2 15.7 0 1,280.0 1,462.9 17.8 0 STI 2024 deferral I(10%)145.4 166.2 2.0 0 160.0 182.9 2.2 0 STI 2024 deferral II(10%)145.4 166.2 2.0 0 160.0 182.9 2.2 0 Multiyear variable compe

159、nsation LTI 2016 Plan Tranche 2019 0 0 0 45.6 1.3 LTI 2020 Tranche 2020 0 0 229.9 2.8 1,368.8 37.9 LTI 2020 Tranche 2021 5,898.9 69.5 0 5,365.8 65.1 0 LTI 2020 Tranche 2023 2,850.0 0 0 2,800.0 0 0 LTI 2024 Tranche 2024 3,271.0 0 0 2,400.0 0 0 Total performance-based compensation 4,724.8 4,500.0 7,56

160、0.4 89.1 1,899.2 61.7 4,000.0 4,000.0 7,424.3 90.1 2,795.6 77.4 Total 5,653.6 5,677.3 8,489.2 100.0 3,076.4 100.0 4,817.0 4,815.9 8,241.3 100.0 3,611.5 100.0 For the LTI 2020 tranche 2020,the difference between the actual payout amount of 1,598.7 thousand and the hypothetical payout amount of 1,368.

161、8 thousand for Thomas Saueressig is 229.9 thousand.23/39 Compensation Report 2024 thousands Gina Vargiu-Breuer Member of the Executive Board(from 2/1/2024)Julia White Member of the Executive Board(until 8/31/2024)Contractual Compensation Compensation Awarded and Due Contractual Compensation Compensa

162、tion Awarded and Due 2024 2023 2024 in%2023 in%2024 2023 2024 in%2023 in%Annual base salary 733.3 733.3 34.8 0 556.3 750.0 556.3 6.9 750.0 29.3 Fringe benefits1 36.4 36.4 1.7 0 81.2 73.9 81.2 1.0 73.9 2.9 Pension-related commitments 220.0 0 0 0 0 Exchange rate fluctuations (euro cap)2 85.3 230.1 85.

163、3 1.1 230.1 9.0 Replacement Award 300.0 0 0 0 0 Total non-performance-based compensation 1,289.8 0 769.8 36.5 0 0 722.8 1,053.9 722.8 8.9 1,053.9 41.2 One-year variable compensation STI 2023 0 0 1,304.9 0 1,502.0 58.8 STI 2024 non-deferral(80%)937.3 1,071.2 50.8 0 782.0 893.7 11.0 0 STI 2024 deferra

164、l I(10%)117.2 133.9 6.3 0 97.7 111.7 1.4 0 STI 2024 deferral II(10%)117.2 133.9 6.3 0 97.7 111.7 1.4 0 Multiyear variable compensation LTI 2020 Tranche 2021 0 0 6,262.8 77.3 0 LTI 2020 Tranche 2023 0 0 2,461.5 0 0 LTI 2024 Tranche 2024 1,757.4 0 0 2,199.3 0 0 Total performance-based compensation 2,9

165、29.0 0 1,339.0 63.5 0 0 3,176.8 3,766.5 7,379.9 91.1 1,502.0 58.8 Total 4,218.7 0 2,108.8 100.0 0 0 3,899.6 4,820.4 8,102.7 100.0 2,555.9 100.0 24/39 Compensation Report 2024 thousands Total Executive Board Contractual Compensation Compensation Awarded and Due 2024 2023 2024 in%2023 in%Annual base s

166、alary 5,888.5 5,005.1 5,888.5 10.1 5,005.1 20.9 Fringe benefits1 324.6 249.1 324.6 0.6 249.1 1.0 Pension-related commitments 910.0 0 690.0 1.2 0 0 Exchange rate fluctuations (euro cap)2 243.4 342.8 243.4 0.4 342.8 1.4 Replacement award 300.0 1,600.0 0 0 1,600.0 6.7 Total non-performance-based compen

167、sation 7,666.5 7,197.0 7,146.5 12.3 7,197.0 30.0 One-year variable compensation STI 2023 0 8,597.0 0 0 9,895.1 41.2 STI 2024 non-deferral(80%)9,778.5 0 11,175.8 19.2 0 0 STI 2024 deferral I(10%)1,222.3 0 1,397.0 2.4 0 0 STI 2024 deferral II(10%)1,222.3 0 1,397.0 2.4 0 0 Multiyear variable compensati

168、on LTI 2016 Plan Tranche 2019 0 0 0 0 705.3 2.9 LTI 2020 Tranche 2020 0 0 1,041.2 1.8 6,200.2 25.8 LTI 2020 Tranche 2021 0 0 36,129.0 62.0 0 0 LTI 2020 Tranche 2023 0 18,440.6 0 0 0 0 LTI 2024 Tranche 2024 20,587.8 0 0 0 0 0 Total performance-based compensation 12,223.1 27,037.6 51,139.9 87.7 16,800

169、.6 70.0 Total 19,889.7 34,234.6 58,286.5 100.0 23,997.6 100.0 1 Insurance contributions,the private use of company cars and aircraft,payments and related supplements for relocation,benefits in kind,reimbursement of costs for preparation of tax returns,and tax gross-ups according to local conditions

170、2 The value of the fixed and one-year variable compensation is granted in U.S.dollars.Share-Based Payment Information Relating to Long-Term Incentives Members of the Executive Board received,hold,or held Share Units issued to them under the LTI 2024 and hold or held Share Units issued to them under

171、the LTI 2020.For more information about the terms and details of these programs,see the Notes to the Consolidated Financial Statements of the Integrated Report 2024,Note(B.3).25/39 Compensation Report 2024 Executive Board Members Holdings Specification Grant Date 1/1/2024 During the Year 12/31/2024

172、Outstanding Granted Exercised(E)/Adjusted(A)/Forfeited(F)Outstanding Thereof Subject to Holding Period Christian Klein(CEO)LTI 2024 Tranche 2024 Market PSU 3/12/2024 0 8,168 0 8,168 8,168 LTI 2024 Tranche 2024 Financial PSU 3/12/2024 0 13,613 0 13,613 13,613 LTI 2024 Tranche 2024 ESG PSU 3/12/2024 0

173、 5,445 0 5,445 5,445 LTI 2020 Tranche 2023 Market PSU 3/24/2023 16,726 0 0 16,726 16,726 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 16,726 0 0 16,726 16,726 LTI 2020 Tranche 2023 RSU 3/24/2023 16,726 0 0 16,726 16,726 LTI 2020 Tranche 2022 Market PSU 3/28/2022 17,197 0 0 17,197 17,197 LTI 2020 Tr

174、anche 2022 Financial PSU 3/28/2022 17,197 0 0 17,197 17,197 LTI 2020 Tranche 2022 RSU 3/28/2022 17,197 0 0 17,197 17,197 LTI 2020 Tranche 2021 Market PSU 3/22/2021 17,230 0 8,615 A 25,845 25,845 LTI 2020 Tranche 2021 Financial PSU 3/22/2021 17,230 0 3,477 A 20,707 20,707 LTI 2020 Tranche 2021 RSU 3/

175、22/2021 17,230 0 0 17,230 17,230 LTI 2020 Tranche 2020 Financial PSU 2/29/2020 8,656 0 8,656 E 0 0 LTI 2020 Tranche 2020 RSU 2/29/2020 14,834 0 14,834 E 0 0 Muhammad Alam(from 4/1/2024)LTI 2024 Tranche 2024 Market PSU 4/2/2024 0 3,068 0 3,068 3,068 LTI 2024 Tranche 2024 Financial PSU 4/2/2024 0 5,11

176、4 0 5,114 5,114 LTI 2024 Tranche 2024 ESG PSU 4/2/2024 0 2,046 0 2,046 2,046 Dominik Asam LTI 2024 Tranche 2024 Market PSU 3/12/2024 0 5,394 0 5,394 5,394 LTI 2024 Tranche 2024 Financial PSU 3/12/2024 0 8,990 0 8,990 8,990 LTI 2024 Tranche 2024 ESG PSU 3/12/2024 0 3,596 0 3,596 3,596 LTI 2020 Tranch

177、e 2023 Market PSU 3/24/2023 8,073 0 0 8,073 8,073 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 8,073 0 0 8,073 8,073 LTI 2020 Tranche 2023 RSU 3/24/2023 8,073 0 0 8,073 8,073 Scott Russell(until 8/31/2024)LTI 2024 Tranche 2024 Market PSU 3/12/2024 0 6,017 5,012 F 1,005 1,005 LTI 2024 Tranche 2024 F

178、inancial PSU 3/12/2024 0 10,029 8,354 F 1,675 1,675 LTI 2024 Tranche 2024 ESG PSU 3/12/2024 0 4,012 3,342 F 670 670 LTI 2020 Tranche 2023 Market PSU 3/24/2023 8,667 0 5,054 F 3,613 3,613 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 8,667 0 5,054 F 3,613 3,613 LTI 2020 Tranche 2023 RSU 3/24/2023 8,6

179、67 0 5,054 F 3,613 3,613 LTI 2020 Tranche 2022 Market PSU 3/28/2022 8,911 0 2,970 F 5,941 5,941 LTI 2020 Tranche 2022 Financial PSU 3/28/2022 8,911 0 2,970 F 5,941 5,941 LTI 2020 Tranche 2022 RSU 3/28/2022 8,911 0 2,970 F 5,941 5,941 LTI 2020 Tranche 2021 Market PSU 3/22/2021 8,170 0 3,062 A/F 11,23

180、2 11,232 LTI 2020 Tranche 2021 Financial PSU 3/22/2021 8,170 0 829 A/F 8,999 8,999 LTI 2020 Tranche 2021 RSU 3/22/2021 8,170 0 682 F 7,488 7,488 26/39 Compensation Report 2024 Specification Grant Date 1/1/2024 During the Year 12/31/2024 Outstanding Granted Exercised(E)/Adjusted(A)/Forfeited(F)Outsta

181、nding Thereof Subject to Holding Period Juergen Mueller(until 9/30/2024)LTI 2024 Tranche 2024 Market PSU 3/12/2024 0 3,532 2,870 F 662 662 LTI 2024 Tranche 2024 Financial PSU 3/12/2024 0 5,887 4,783 F 1,104 1,104 LTI 2024 Tranche 2024 ESG PSU 3/12/2024 0 2,355 1,913 F 442 442 LTI 2020 Tranche 2023 M

182、arket PSU 3/24/2023 6,612 0 3,720 F 2,892 2,892 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 6,612 0 3,720 F 2,892 2,892 LTI 2020 Tranche 2023 RSU 3/24/2023 6,612 0 3,720 F 2,892 2,892 LTI 2020 Tranche 2022 Market PSU 3/28/2022 6,798 0 2,126 F 4,672 4,672 LTI 2020 Tranche 2022 Financial PSU 3/28/20

183、22 6,798 0 2,126 F 4,672 4,672 LTI 2020 Tranche 2022 RSU 3/28/2022 6,798 0 2,126 F 4,672 4,672 LTI 2020 Tranche 2021 Market PSU 3/22/2021 6,811 0 2,763 F 9,574 9,574 LTI 2020 Tranche 2021 Financial PSU 3/22/2021 6,811 0 860 F 7,671 7,671 LTI 2020 Tranche 2021 RSU 3/22/2021 6,811 0 429 F 6,382 6,382

184、LTI 2020 Tranche 2020 Financial PSU 2/29/2020 3,422 0 3,422 E 0 0 LTI 2020 Tranche 2020 RSU 2/29/2020 5,864 0 5,864 E 0 0 Thomas Saueressig LTI 2024 Tranche 2024 Market PSU 3/12/2024 0 4,415 0 4,415 4,415 LTI 2024 Tranche 2024 Financial PSU 3/12/2024 0 7,358 0 7,358 7,358 LTI 2024 Tranche 2024 ESG P

185、SU 3/12/2024 0 2,943 0 2,943 2,943 LTI 2020 Tranche 2023 Market PSU 3/24/2023 8,515 0 0 8,515 8,515 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 8,515 0 0 8,515 8,515 LTI 2020 Tranche 2023 RSU 3/24/2023 8,515 0 0 8,515 8,515 LTI 2020 Tranche 2022 Market PSU 3/28/2022 7,125 0 0 7,125 7,125 LTI 2020

186、Tranche 2022 Financial PSU 3/28/2022 7,125 0 0 7,125 7,125 LTI 2020 Tranche 2022 RSU 3/28/2022 7,125 0 0 7,125 7,125 LTI 2020 Tranche 2021 Market PSU 3/22/2021 6,811 0 3,406 A 10,217 10,217 LTI 2020 Tranche 2021 Financial PSU 3/22/2021 6,811 0 1,375 A 8,186 8,186 LTI 2020 Tranche 2021 RSU 3/22/2021

187、6,811 0 0 6,811 6,811 LTI 2020 Tranche 2020 Financial PSU 2/29/2020 3,422 0 3,422 E 0 0 LTI 2020 Tranche 2020 RSU 2/29/2020 5,864 0 5,864 E 0 0 Gina Vargiu-Breuer(from 2/1/2024)LTI 2024 Tranche 2024 Market PSU 3/12/2024 0 3,233 0 3,233 3,233 LTI 2024 Tranche 2024 Financial PSU 3/12/2024 0 5,388 0 5,

188、388 5,388 LTI 2024 Tranche 2024 ESG PSU 3/12/2024 0 2,155 0 2,155 2,155 27/39 Compensation Report 2024 Specification Grant Date 1/1/2024 During the Year 12/31/2024 Outstanding Granted Exercised(E)/Adjusted(A)/Forfeited(F)Outstanding Thereof Subject to Holding Period Julia White(until 8/31/2024)LTI 2

189、024 Tranche 2024 Market PSU 3/12/2024 0 4,046 3,370 F 676 676 LTI 2024 Tranche 2024 Financial PSU 3/12/2024 0 6,743 5,617 F 1,126 1,126 LTI 2024 Tranche 2024 ESG PSU 3/12/2024 0 2,697 2,247 F 450 450 LTI 2020 Tranche 2023 Market PSU 3/24/2023 7,486 0 4,366 F 3,120 3,120 LTI 2020 Tranche 2023 Financi

190、al PSU 3/24/2023 7,486 0 4,366 F 3,120 3,120 LTI 2020 Tranche 2023 RSU 3/24/2023 7,486 0 4,366 F 3,120 3,120 LTI 2020 Tranche 2022 Market PSU 3/28/2022 10,944 0 3,648 F 7,296 7,296 LTI 2020 Tranche 2022 Financial PSU 3/28/2022 10,944 0 3,648 F 7,296 7,296 LTI 2020 Tranche 2022 RSU 3/28/2022 10,944 0

191、 3,648 F 7,296 7,296 LTI 2020 Tranche 2021 Market PSU 3/22/2021 8,674 0 3,251 A/F 11,925 11,925 LTI 2020 Tranche 2021 Financial PSU 3/22/2021 8,674 0 880 A/F 9,554 9,554 LTI 2020 Tranche 2021 RSU 3/22/2021 8,674 0 724 F 7,950 7,950 Total 506,312 126,244 118,539 514,017 514,017 28/39 Compensation Rep

192、ort 2024 Main Conditions Specification Grant Date Grant Price(in)Grant Date Fair Value(in)End of Performance Period End of Vesting Period Payout LTI 2024 Tranche 2024 Financial PSU 3/12/2024 163.08 165.71 December 2026 12/31/2027 May 2028 4/2/2024 166.25 LTI 2024 Tranche 2024 Market PSU 3/12/2024 20

193、1.42 February 2027 4/2/2024 202.37 LTI 2024 Tranche 2024 ESG PSU 3/12/2024 165.71 February 2027 4/2/2024 166.25 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 109.612 105.81 December 2025 12/31/2026 May 2027 LTI 2020 Tranche 2023 Market PSU 130.56 February 2026 LTI 2020 Tranche 2023 RSU 105.81 NA LTI

194、 2020 Tranche 2022 Financial PSU 3/28/2022 106.605 96.84 December 2024 12/31/2025 May 2026 LTI 2020 Tranche 2022 Market PSU 108.20 February 2025 LTI 2020 Tranche 2022 RSU 96.84 NA LTI 2020 Tranche 2021 Financial PSU 3/22/2021 106.405 100.28 December 2023 12/31/2024 May 2025 LTI 2020 Tranche 2021 Mar

195、ket PSU 115.19 February 2024 LTI 2020 Tranche 2021 RSU 100.28 NA LTI 2020 Tranche 2020 Financial PSU 2/29/2020 123.593 110.65 December 2022 12/31/2023 May 2024 LTI 2020 Tranche 2020 Market PSU 122.22 February 2023 LTI 2020 Tranche 2020 RSU 110.65 NA End-of-Service Benefits Regular End-of-Service Und

196、ertakings Retirement Pension Plan Under the new compensation system,active Executive Board members were granted a one-time right to opt to remain in the current pension plan or to receive an annual one-time payment in the form of a cash allowance that they can use for their own pension provision.The

197、 Executive Board members can transfer all or part of this cash allowance into SAP SEs employee-financed pension scheme.Under this option,gross pay is exchanged for an entitlement to Company pension benefits,payable as a lump-sum retirement benefit at the age of either 60 or 62.The following pension

198、agreements were concluded with the individual members of the Executive Board:Christian Klein,Dominik Asam,Juergen Mueller,and Gina Vargiu-Breuer have opted for a cash allowance.Where a member of the Executive Board joins or leaves the Company during the year,the annual cash allowance is granted pro

199、rata.The existing defined-contribution pension entitlements for Christian Klein,Dominik Asam,and Juergen Mueller will be preserved as vested benefits on the basis of the account balances that have accrued by the applicable date.Thomas Saueressig has opted to stay in the current pension plan,which is

200、 a defined-contribution plan.The contribution is 4%of pensionable income up to the threshold for statutory pension insurance in Germany,plus 14%pensionable income above that threshold.For this purpose,pensionable income is 180%of annual base salary.The applicable threshold is the annual income thres

201、hold for statutory pension insurance in the former West German states.Executive Board members qualify for a retirement pension when they reach the age of 62 if their service contract ends or they left the Company on a disability pension before reaching regular retirement age.The disability pension i

202、s 100%of the vested retirement pension benefit and is payable until the beneficiarys 62nd birthday,after which it is replaced by a retirement pension.29/39 Compensation Report 2024 If applicable,a widows or widowers pension is paid in the event of the death of a former Executive Board member.This pe

203、nsion is 60%of the retirement pension the former Executive Board member was receiving or of the future pension payments to which he or she was entitled.Entitlements are enforceable against SAP SE.Current pension payments are reviewed annually for adjustments and,if applicable,increased according to

204、the surplus in the pension liability insurance or by 1%annually,depending on the agreement.If service is ended before the retirement age of 62,the pension entitlement is reduced pro rata based on the length of service.Alternatively,the entitlement to benefits corresponds to the pension contributions

205、 paid up to that point.For Muhammad Alam,Scott Russell,and Julia White,SAP pays pension contributions to a third-party pension plan.SAPs contributions match the contributions that Muhammad Alam,Scott Russell,and Julia White pay into that pension plan.Pension Entitlements of Current Executive Board M

206、embers thousands Service Cost Defined Benefit Obligations (DBO)Plan Assets Net Defined Benefit Liability (Asset)2024 2023 12/31/2024 12/31/2023 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Christian Klein(CEO)1 0 85.5 452.2 621.8 1,275.1 1,244.8 822.9 623.0 Dominik Asam1 71.4 0 99.2 57.7 203.1 0 103.

207、9 57.7 Juergen Mueller1(until 9/30/2024)0 46.4 238.5 286.7 796.5 777.4 558.0 490.7 Thomas Saueressig1 74.0 52.9 396.7 307.2 800.9 625.3 404.2 318.1 Total 145.4 184.8 1,186.6 1,273.4 3,075.6 2,647.5 1,889.0 1,374.1 1 The values reflect the pension entitlements from the retirement pension plan for Exe

208、cutive Board members.Pension Entitlements of Former Executive Board Members thousands Pension Payments Defined Benefit Obligations (DBO)Plan Assets Net Defined Benefit Liability (Asset)2024 2023 12/31/2024 12/31/2023 12/31/2024 12/31/2023 12/31/2024 12/31/2023 Adaire Fox-Martin(until 6/30/2021)0 0 4

209、14.0 386.3 768.3 750.2 354.3 363.9 Bernd Leukert(until 3/31/2019)0 0 625.6 589.8 1,159.0 1,135.7 533.4 545.9 Luka Mucic(until 3/31/2023)0 0 726.8 681.5 1,382.0 1,358.5 655.2 677.0 Gerhard Oswald (until 12/31/2016)399.8 377.6 6,593.5 6,944.0 6,421.3 6,617.9 172.2 326.1 Stefan Ries(until 5/31/2020)0 0

210、 370.0 345.5 696.1 680.1 326.1 334.6 Sabine Bendiek(until 12/31/2023)0 0 258.2 237.1 487.8 487.4 229.6 250.3 Total 399.8 377.6 8,988.1 9,184.2 10,914.5 11,029.8 1,926.4 1,845.6 Postcontractual Non-Compete Provisions Each Executive Board members contract includes a 12-month postcontractual non-compet

211、e agreement.During this non-compete period,Executive Board members receive abstention payments corresponding to 50%of their average contractual compensation as members.This average is calculated on the basis of the preceding three years.Any other occupational income generated by the Executive Board

212、member is deducted from their compensation.In accordance with the German Corporate Governance Code(GCGC),the Supervisory Board will offset any severance payments against such compensation for abstention.The following table presents the hypothetical amounts for the net present values of the postcontr

213、actual non-compete abstention payments.The calculation assumes the following:30/39 Compensation Report 2024 The Executive Board member leaves SAP at the end of their respective current contract term.Their final average contractual compensation prior to their departure equals their compensation in 20

214、24.Actual postcontractual non-compete payments will likely differ from these amounts depending on the time of departure and the compensation levels and target achievements at the time of departure.Net Present Values of the Postcontractual Non-Compete Abstention Payments thousands Contract Term Expir

215、es Discount Rate(in%)Net Present Value Christian Klein(CEO)4/30/2028 2.85 8,644.1 Muhammad Alam(from 4/1/2024)3/31/2027 2.76 910.5 Dominik Asam 3/6/2026 2.68 1,590.3 Thomas Saueressig 10/31/2025 2.67 4,031.2 Gina Vargiu-Breuer(from 2/1/2024)1/31/2027 2.74 996.6 Total 16,172.8 Early End-of-Service Un

216、dertakings Severance Payments The contracts for all Executive Board members provide that on termination before full term(for example,by the Company without cause where the members appointment is revoked,where the member becomes occupationally disabled,or in connection with a change of control),SAP S

217、E will pay to the member the outstanding part of the compensation target for the entire remainder of the term,appropriately discounted for early payment.In accordance with section G.13 of the GCGC,payments made to an Executive Board member due to early termination must not exceed twice the annual to

218、tal compensation.The annual total compensation is defined as the individual total target compensation comprised of the annual base salary and the two performance-based elements.The Supervisory Board may specify that Executive Board members are not entitled to such severance payment if they have not

219、served SAP as a member of the Executive Board for at least one year.If an Executive Board members appointment to the Executive Board expires or ceases because of,or as a consequence of,change or restructuring,or due to a change of control,SAP SE and each Executive Board member has the right to termi

220、nate the employment contract within eight weeks of the occurrence by giving six months notice.A change of control is deemed to occur when:A third party is required to make a mandatory takeover offer to the shareholders of SAP SE under the German Securities Acquisition and Takeover Act;SAP SE merges

221、with another company and becomes the subsumed entity;A control or profit transfer agreement is concluded with SAP SE as the dependent company.An Executive Board members contract can also be terminated before full term if their appointment as an Executive Board member of SAP SE is revoked in connecti

222、on with a change of control.Postcontractual Non-Compete Provisions Abstention compensation for the postcontractual non-compete period as described above is also payable on early contract termination.Permanent Disability If an Executive Board member becomes permanently disabled,that members contract

223、will end at the end of the quarter in which the permanent inability to work was determined.The Executive Board member will receive their monthly basic salary for a further 12 months starting from the date on which the permanent disability was determined.31/39 Compensation Report 2024 Agreements with

224、 Executive Board Members for Early End-of-Service Juergen Mueller reached a mutual agreement with the Supervisory Board to end his employment at SAP effective September 30,2024.Pursuant to the termination agreement,the following payments in connection with his early termination apply:Monthly instalm

225、ents of the annual base salary until September 30,2024 The cash allowance for pension-related commitments has been reduced on a pro rata temporis basis.The STI 2024 has been reduced on a pro rata temporis basis and will be handled according to plan terms.Rights granted under the LTI 2020 and the LTI

226、 2024 will be handled according to plan terms.The post-contractual non-compete obligation has been waived.Scott Russell resigned from his position as Executive Board member effective August 31,2024.He reached a mutual agreement with the Supervisory Board to end his employment at SAP effective Decemb

227、er 31,2024.Pursuant to the termination agreement,the following payments in connection with his early termination apply:A severance payment for the remainder of his original term of appointment until January 31,2027,totaling 12,614,920,which complies with section G.13 of the GCGC on severance caps.Mo

228、nthly instalments of the annual base salary until December 31,2024 The STI 2024 has been reduced on a pro rata temporis basis until August 31,2024,and will be handled according to plan terms.Rights granted under the LTI 2020 and the LTI 2024 until August 31,202,4 will be handled according to plan te

229、rms.The post-contractual non-compete obligation applies,with the abstention compensation being offset against the severance payment in accordance with section G.13 of the GCGC.Julia White reached a mutual agreement with the Supervisory Board to end her employment at SAP effective August 31,2024.Purs

230、uant to the termination agreement,the following payments in connection with her early termination apply:A severance payment for the remainder of her original term of appointment until February 28,2027,totaling 9,000,000,which complies with section G.13 of the GCGC on severance caps.Monthly instalmen

231、ts of the annual base salary until August 31,2024 The STI 2024 has been reduced on a pro rata temporis basis and will be handled according to plan terms.Rights granted under the LTI 2020 and the LTI 2024 will be handled according to plan terms.The post-contractual non-compete obligation applies,with

232、 the abstention compensation being offset against the severance payment in accordance with section G.13 of the GCGC.Compensation of Former Executive Board Members in 2024 thousands Non-Performance Compensation Total Others Severance Total Non-Performance Compensation%of Total LTI 2020 Tranche 2021 L

233、TI 2020 Tranche 20201 Total Performance Compensation%of Total Sabine Bendiek(until 12/31/2023)0 0 6,240.9 6,240.9 100.0 6,240.9 Luka Mucic(until 3/31/2023)0 0 3,837.4 203.7 4,041.1 100.0 4,041.1 Scott Russell(until 8/31/2024)354.8 12,614.9 12,969.7 100.0 0 0 12,969.7 Julia White(until 8/31/2024)9,00

234、0.0 9,000.0 100.0 0 0 9,000.0 1 Individual amount resulting from the difference between the actual payout amount in 2024 and the theoretical payout amount as at December 31,2023.32/39 Compensation Report 2024 A difference of 531,000 between the actual payout amount and the hypothetical payout amount

235、 for the LTI 2020 tranche 2020 applied for former Executive Board members Michael Kleinemeier,Jennifer Morgan,and Stefan Ries.LTI Holdings of Former Executive Board Members in 2024 Specification Grant Date 1/1/2024 During the Year 12/31/2024 Outstanding Exercised(E)/Adjusted(A)/Forfeited(F)Outstandi

236、ng Thereof Subject to Holding Period Sabine Bendiek(until 12/31/2023)LTI 2020 Tranche 2023 Market PSU 3/24/2023 1,652 0 1,652 1,652 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 1,652 0 1,652 1,652 LTI 2020 Tranche 2023 RSU 3/24/2023 1,652 0 1,652 1,652 LTI 2020 Tranche 2022 Market PSU 3/28/2022 4,3

237、03 0 4,303 4,303 LTI 2020 Tranche 2022 Financial PSU 3/28/2022 4,303 0 4,303 4,303 LTI 2020 Tranche 2022 RSU 3/28/2022 4,303 0 4,303 4,303 LTI 2020 Tranche 2021 Market PSU 3/22/2021 7,922 3,961 A 11,883 11,883 LTI 2020 Tranche 2021 Financial PSU 3/22/2021 7,922 1,599 A 9,521 9,521 LTI 2020 Tranche 2

238、021 RSU 3/22/2021 7,922 0 7,922 7,922 Michael Kleinemeier (until 4/30/2020)LTI 2020 Tranche 2020 Market PSU 2/29/2020 0 0 0 0 LTI 2020 Tranche 2020 Financial PSU 2/29/2020 3,736 3,736 E 0 0 LTI 2020 Tranche 2020 RSU 2/29/2020 6,403 6,403 E 0 0 Jennifer Morgan (until 4/30/2020)LTI 2020 Tranche 2020 M

239、arket PSU 2/29/2020 0 0 0 0 LTI 2020 Tranche 2020 Financial PSU 2/29/2020 2,861 2,861 E 0 0 LTI 2020 Tranche 2020 RSU 2/29/2020 4,904 4,904 E 0 0 Luka Mucic (until 3/31/2023)LTI 2020 Tranche 2023 Market PSU 3/24/2023 543 0 543 543 LTI 2020 Tranche 2023 Financial PSU 3/24/2023 543 0 543 543 LTI 2020

240、Tranche 2023 RSU 3/24/2023 543 0 543 543 LTI 2020 Tranche 2022 Market PSU 3/28/2022 2,824 0 2,824 2,824 LTI 2020 Tranche 2022 Financial PSU 3/28/2022 2,824 0 2,824 2,824 LTI 2020 Tranche 2022 RSU 3/28/2022 2,824 0 2,824 2,824 LTI 2020 Tranche 2021 Market PSU 3/22/2021 4,871 2,436 A 7,307 7,307 LTI 2

241、020 Tranche 2021 Financial PSU 3/22/2021 4,871 983 A 5,854 5,854 LTI 2020 Tranche 2021 RSU 3/22/2021 4,871 0 4,871 4,871 LTI 2020 Tranche 2020 Market PSU 2/29/2020 0 0 0 0 LTI 2020 Tranche 2020 Financial PSU 2/29/2020 3,033 3,033 E 0 0 LTI 2020 Tranche 2020 RSU 2/29/2020 5,198 5,198 E 0 0 Stefan Rie

242、s (until 5/31/2020)LTI 2020 Tranche 2020 Market PSU 2/29/2020 0 0 0 0 LTI 2020 Tranche 2020 Financial PSU 2/29/2020 1,307 1,307 E 0 0 LTI 2020 Tranche 2020 RSU 2/29/2020 2,240 2,240 E 0 0 Total 96,027 20,703 75,324 75,324 Executive Board:Other Information We did not grant any compensation advance or

243、 credit to,or enter into any commitment for the benefit of,any member of our Executive Board in 2024 or the previous year.As far as the law permits,SAP SE and its affiliated companies in Germany and elsewhere indemnify and hold harmless their respective directors and officers against and from the cl

244、aims of third parties.To this end,we maintain directors and officers(D&O)group liability insurance.The policy is annual and is renewed from year to year.The insurance covers the personal liability of the insured group for financial loss caused by its managerial acts and omissions.The current D&O pol

245、icy includes an 33/39 Compensation Report 2024 individual deductible for Executive Board members of SAP SE as required by section 93(2)of the German Stock Corporation Act.Comparative Information on the Change of Compensation and Company Performance The following table discloses the relative change i

246、n compensation of active and former Executive Board members,the average compensation of the employees of the SAP Group(full-time equivalents),and year-over-year changes in selected earnings indicators.The compensation awarded and due to Executive Board members is presented in accordance with section

247、 162 of the German Stock Corporation Act.The presentation of average employee compensation is based on the average full-time equivalent number of employees in the respective year.Average employee compensation comprises the personnel expenses for salaries,fringe benefits,employer contributions to soc

248、ial insurance,and any short-term and long-term variable compensation components attributable to the fiscal year.Therefore,employee compensation is also equivalent to compensation awarded and due within the meaning of section 162 of the German Stock Corporation Act and thus in line with Executive Boa

249、rd and Supervisory Board compensation.2020 to 2019 2021 to 2020 2022 to 2021 20231)2023 to 20221)20241)2024 to 20231)Change in%Change in%Change in%thousands Change in%thousands Change in%Current Executive Board Members Christian Klein(CEO)(from 1/1/2018)40 425 20 7,158 53 18,983 165 Muhammad Alam(fr

250、om 4/1/2024)NA NA NA NA NA 1,936 NA Dominik Asam(from 3/7/2023)NA NA NA 3,943 NA 3,281 17 Thomas Saueressig(from 11/1/2019)162 307 41 3,611 109 8,241 128 Gina Vargiu-Breuer(from 2/1/2024)NA NA NA NA NA 2,109 NA Former Executive Board Members Sabine Bendiek(until 12/31/2023)NA NA 65 2,017 43 6,241 20

251、9 Werner Brandt(until 6/30/2014)2 2 0 110 8 119 8 Luka Mucic(until 3/31/2023)46 127 25 11,634 258 4,041 65 Juergen Mueller(until 9/30/2024)56 307 10 3,653 14 7,144 96 Gerhard Oswald(until 12/31/2016)53 0 0 378 10 400 6 Scott Russell(until 8/31/2024)NA NA 2 3,076 35 21,459 598 Julia White(until 8/31/

252、2024)NA NA 45 2,556 12 17,103 569 Earnings Indicators Total Revenue SAP Group(Non-IFRS,in millions)1 2 11 31,207 6 34,176 10 Total Revenue SAP SE (German Commercial Code,in millions)4 5 16 19,018 7 21,412 13 Operating Profit SAP Group(Non-IFRS,in millions)2)1 1 2 6,514 9 8,153 25 Net Income SAP SE (

253、German Commercial Code,in millions)87 8 29 4,766 149 366 92 Average Annual Compensation of Employees SAP Group3 12 13 4 156 12 184 18 1 SAP Group(non-IFRS)2022,2023,and 2024 from continuing operations.2 Operating profit(non-IFRS)2019 to 2022 based on non-IFRS metrics published in the Integrated Repo

254、rt 2023.3 This average was impacted by restructuring expenses associated with the 2024 transformation program in the amount of 3.1 billion.Not considering this effect,the increase in average annual compensation of the employees would be 1%.34/39 Compensation Report 2024 Compensation for Supervisory

255、Board Members Compensation System Supervisory Board members compensation is governed by section 16 of our Articles of Incorporation,which was amended by resolution of our Annual General Meeting of Shareholders on May 15,2024,to adjust the compensation payable to the chairperson of the Supervisory Bo

256、ard.Each member of the Supervisory Board receives,in addition to the reimbursement of their expenses,an annual basic compensation of 165,000.The chairperson receives 600,000 and the deputy chairperson 220,000 annually.In addition,we reimburse members of the Supervisory Board for the value-added tax

257、payable on their compensation.For membership of the Audit and Compliance Committee,Supervisory Board members receive an additional fixed annual compensation of 50,000,and for membership of any other Supervisory Board committee 35,000,provided that the committee concerned has met in the year.The chai

258、rperson of the Audit and Compliance Committee receives 95,000,and the chairpersons of the other committees receive 50,000.If a deputy chairperson is appointed to a committee,he or she receives 43,500 per year,and 72,500 per year for the Audit and Compliance Committee.The chairperson of the Superviso

259、ry Board shall not receive any additional compensation for chairing,or being a member of,any committees.The fixed remuneration is payable after the end of the year.If the Supervisory Board appoints a Lead Independent Director,the Lead Independent Director shall receive compensation of 50,000 per yea

260、r in addition to their basic compensation and in addition to their compensation for any memberships in committees.Any members of the Supervisory Board who have served for less than the entire year receive one-twelfth of the annual compensation for each month of service commenced.This also applies to

261、 the increased compensation for the chairperson and the deputy chairperson(s)and to the compensation for the chairperson,any possible deputy chairperson,the members of a committee,and to the additional compensation for the Lead Independent Director.Supervisory Board Members Compensation in 2024 thou

262、sands 2024 2023 Fixed Compen-sation%of Total Compensation for Committee Work%of Total Total Fixed Compen-sation%of Total Compensation for Committee Work%of Total Total Dr.h.c.mult.Pekka Ala-Pietil(Chairperson from 5/15/2024)400.0 100.0 0 0 400.0 NA NA NA NA NA Prof.Dr.h.c.mult.Hasso Plattner(Chairpe

263、rson until 5/15/2024)114.6 64.0 64.6 36.0 179.2 275.0 64.0 155.0 36.0 430.0 Lars Lamad(Deputy Chairperson)220.0 68.9 99.2 31.1 319.2 220.0 67.7 105.0 32.3 325.0 Manuela Asche-Holstein(until 5/15/2024)68.8 57.9 50.0 42.1 118.7 165.0 57.9 120.0 42.1 285.0 Jakub ern(from 5/15/2024)110.0 70.2 46.7 29.8

264、156.7 NA NA NA NA NA Pascal Demat(from 5/15/2024)110.0 70.2 46.7 29.8 156.7 NA NA NA NA NA Aicha Evans 165.0 54.3 138.7 45.7 303.7 165.0 51.6 155.0 48.4 320.0 Andreas Hahn(from 5/15/2024)110.0 70.2 46.7 29.8 156.7 NA NA NA NA NA Prof.Dr.Ralf Herbrich(from 5/15/2024)110.0 70.2 46.7 29.8 156.7 NA NA N

265、A NA NA Prof.Dr.Gesche Joost(until 5/11/2023)NA NA NA NA NA 68.8 70.3 29.2 29.8 97.9 Margret Klein-Magar 165.0 62.4 99.6 37.6 264.6 165.0 57.9 120.0 42.1 285.0 Monika Kovachka-Dimitrova(until 5/15/2024)68.8 61.1 43.7 38.9 112.5 165.0 61.1 105.0 38.9 270.0 Peter Lengler(until 5/15/2024)68.8 51.6 64.6

266、 48.4 133.3 165.0 57.9 120.0 42.1 285.0 Jennifer Xin-Zhe Li 165.0 55.9 130.0 44.1 295.0 165.0 55.9 130.0 44.1 295.0 Dr.Qi Lu 165.0 72.0 64.2 28.0 229.2 165.0 61.1 105.0 38.9 270.0 Csar Martin(from 5/15/2024)110.0 66.0 56.7 34.0 166.7 NA NA NA NA NA 35/39 Compensation Report 2024 thousands 2024 2023

267、Fixed Compen-sation%of Total Compensation for Committee Work%of Total Total Fixed Compen-sation%of Total Compensation for Committee Work%of Total Total Gerhard Oswald 165.0 51.5 155.4 48.5 320.4 165.0 51.4 156.3 48.6 321.3 Christine Regitz(until 5/15/2024)68.8 59.2 47.3 40.8 116.0 165.0 59.2 113.5 4

268、0.8 278.5 Dr.h.c.Punit Renjen(from 5/11/2023 until 5/15/2024)91.7 75.0 30.6 25.0 122.2 146.7 64.5 80.9 35.6 227.5 Dr.Friederike Rotsch 165.0 40.4 243.7 59.6 408.7 165.0 42.9 220.0 57.1 385.0 Nicolas Sabatier(from 5/15/2024)110.0 70.2 46.7 29.8 156.7 NA NA NA NA NA Dr.Eberhard Schick(from 5/15/2024)1

269、10.0 66.0 56.7 34.0 166.7 NA NA NA NA NA Heike Steck(until 5/15/2024)68.8 54.1 58.3 45.9 127.1 165.0 56.3 128.3 43.7 293.3 Helmut Stengele(until 5/15/2024)68.8 100.0 0 0 68.8 165.0 100.0 0 0 165.0 Nina Straner(from 5/15/2024)110.0 57.9 80.0 42.1 190.0 NA NA NA NA NA Dr.Rouven Westphal 165.0 53.5 143

270、.3 46.5 308.3 165.0 53.4 143.8 46.6 308.8 Dr.Gunnar Wiedenfels 165.0 52.9 146.7 47.1 311.7 165.0 55.0 135.0 45.0 300.0 James Wright(until 5/15/2024)68.8 51.6 64.6 48.4 133.3 165.0 57.9 120.0 42.1 285.0 Total 3,507.5 2,071.2 5,578.7 3,185.4 2,241.9 5,427.3 In 2024,we received services from members of

271、 the Supervisory Board(including services from employee representatives on the Supervisory Board in their capacity as employees of SAP)in the amount of 1,987,000(2023:1,959,000).Long-Term Incentives for the Supervisory Board We do not offer members of the Supervisory Board share-based payment for th

272、eir Supervisory Board work.Any share-based payment awards received by employee-elected members relate to their position as SAP employees and not to their work on the Supervisory Board.Supervisory Board:Other Information In 2023,SAP granted a loan within the SAP-Flex Loan program for its employees,am

273、ounting to 5,000 to one of the employees that later joined the Supervisory Board as employee representative in 2024.Besides this loan,SAP did not grant any compensation advance or credit to,or enter into any commitment for the benefit of,any member of its Supervisory Board in 2024 or the previous ye

274、ar.Hasso Plattner,who resigned in May 2024 as chairperson of the Supervisory Board,entered into a consulting contract with SAP after joining the Supervisory Board in May 2003.The contract does not provide for any compensation.The only cost we incurred under the contract was the reimbursement of expe

275、nses.As far as the law permits,we indemnify Supervisory Board members against,and hold them harmless from,claims brought by third parties.To this end,we maintain directors and officers(D&O)group liability insurance.In accordance with our Articles of Incorporation,the premiums for the insurance polic

276、y are paid by SAP.36/39 Compensation Report 2024 Comparative Information on the Change of Compensation and Company Performance The following table discloses the relative change in compensation of active and former Supervisory Board members,the average compensation of all SAP employees(full-time equi

277、valents),and year-over-year changes in selected earnings indicators.2020 to 2019 2021 to 2020 2022 to 2021 20231)2023 to 20221)20241)2024 to 20231)Change in%Change in%Change in%thousands Change in%thousands Change in%Current Supervisory Board Members Dr.h.c.mult.Pekka Ala-Pietil(member from 5/3/2002

278、 until 5/12/2021,Chairperson from 5/15/2024)8 58 NA NA NA 400 NA Lars Lamad (Deputy Chairperson(from 1/1/2022)0 6 64 325 0 319 2 Jakub ern(from 5/15/2024)NA NA NA NA NA 157 NA Pascal Demat(from 5/15/2024)NA NA NA NA NA 157 NA Aicha Evans 0 6 52 320 0 304 5 Andreas Hahn(from 5/15/2024)NA NA NA NA NA

279、157 NA Prof.Dr.Ralf Herbrich(from 5/15/2024)NA NA NA NA NA 157 NA Margret Klein-Magar (Deputy Chairperson until 12/31/2021)0 4 10 285 0 265 7 Jennifer Xin-Zhe Li(from 5/18/2022)NA NA NA 295 63 295 0 Csar Martin(from 5/15/2024)NA NA NA 0 NA 167 NA Dr.Qi Lu(from 12/21/2020)NA 1,288 41 270 0 229 15 Ger

280、hard Oswald(from 1/1/2019)6 3 24 321 16 320 0 Dr.Friederike Rotsch 3 8 44 385 15 409 6 Nicolas Sabatier(from 5/15/2024)NA NA NA NA NA 157 NA Dr.Eberhard Schick(from 5/15/2024)NA NA NA NA NA 167 NA Nina Straner(from 5/15/2024)NA NA NA NA NA 190 NA Dr.Rouven Westphal(from 5/12/2021)NA NA 133 309 4 312

281、 1 Dr.Gunnar Wiedenfels(from 5/15/2019)50 0 52 300 3 NA NA Former Supervisory Board Members Prof.Dr.h.c.mult.Hasso Plattner (Chairperson until 5/15/2024)4 1 27 430 2 179 58 Manuela Asche-Holstein(from 7/8/2021 until 5/15/2024)NA NA 200 285 11 119 58 Monika Kovachka-Dimitrova(from 5/15/2019 until 5/1

282、5/2024)50 1 42 270 0 113 58 Prof.Dr.Gesche Joost(until 5/11/2023)0 0 26 98 58 NA NA Peter Lengler(from 8/10/2021 until 5/15/2024)NA NA 255 285 0 133 53 Christine Regitz(until 5/15/2024)1 5 34 279 0 NA NA Dr.h.c.Punit Renjen(from 5/11/2023 until 5/15/2024)NA NA NA 219 NA 116 47 Heike Steck(from 5/15/

283、2019 until 5/15/2024)50 9 32 270 0 127 53 Helmut Stengele(from 10/29/2021 until 5/15/2024)NA NA 300 165 0 69 58 James Wright(from 5/15/2019 until 5/15/2024)50 0 40 285 0 133 53 Earnings Indicators Total Revenue SAP Group(Non-IFRS,in millions)1 2 11 31,207 6 34,176 10 Total Revenue SAP SE (German Com

284、mercial Code,in millions)4 5 16 19,018 7 21,412 13 Operating Profit SAP Group(Non-IFRS,in millions)2)1 1 2 6,514 9 8,153 25 Net Income SAP SE (German Commercial Code,in millions)87 8 29 4,766 149 366 92 Average Annual Compensation of Employees SAP Group3 12 13 4 156 12 184 18 1 SAP Group(non-IFRS)20

285、22,2023,and 2024 from continuing operations.2 Operating profit(non-IFRS)2019 to 2022 based on non-IFRS metrics published in the Integrated Report 2023.3 This average was impacted by restructuring expenses associated with the 2024 transformation program in the amount of 3.1 billion.Not considering th

286、is effect,the increase in average annual compensation of the employees would be 1%.37/39 Compensation Report 2024 Independent Auditors Report Note:This is a convenience translation of the German original.Solely the original text in the German language is authoritative.To SAP SE,Walldorf,REPORT ON TH

287、E AUDIT OF THE COMPENSATION REPORT We have audited the attached compensation report of SAP SE,Walldorf,for the financial year from January 1 to December 31,2024,including the related disclosures,prepared to meet the requirements of section 162 AktG Aktiengesetz:German Stock Corporation Act.Responsib

288、ilities of Executive Board members and the Supervisory Board The Executive Board members and the Supervisory Board of SAP SE are responsible for the preparation of the compensation report,including the related disclosures,in accordance with the requirements of section 162 AktG.The Executive Board me

289、mbers and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of the compensation report including the related disclosures,that is free from material misstatement,whether due to fraud or error.Auditors Responsibilities Our

290、responsibility is to express an opinion on this compensation report,including the related disclosures,based on our audit.We conducted our audit in accordance with the German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprfer Institute of Publ

291、ic Auditors in Germany(IDW).Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report,including the related disclosures,is free from material misstatement.An audit involves performing procedure

292、s to obtain audit evidence about the amounts,including the related disclosures,in the compensation report.The procedures selected depend on the auditors professional judgement.This includes an assessment of the risks of material misstatement,whether due to fraud or error,in the compensation report,i

293、ncluding the related disclosures.In assessing these risks,the auditor considers the internal control system relevant for the preparation of the compensation report,including the related disclosures.The objective is to plan and perform audit procedures that are appropriate in the circumstances,but no

294、t for the purpose of expressing an opinion on the effectiveness of the Companys internal control.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Executive Board members and the Supervisory Board,as well as evalu

295、ating the overall presentation of the compensation report,including the related disclosures.We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Opinion In our opinion,on the basis of the knowledge obtained in the audit,the compensation repor

296、t for the financial year from January 1 to December 31,2024,including the related disclosures,complies in all material respects with the financial reporting requirements of section 162 AktG.Other Matter Formal Examination of the Remuneration Report The substantive audit of the compensation report de

297、scribed in this independent auditors report includes the formal examination of the remuneration report required by section 162(3)AktG,including issuing an assurance report on this examination.As we have issued an unqualified opinion on the 38/39 Compensation Report 2024 substantive audit of the comp

298、ensation report,this opinion includes the conclusion that the disclosures pursuant to section 162(1)and(2)AktG have been made,in all material respects,in the compensation report.Engagement Terms and Liability This auditors report is intended exclusively for SAP SE,Walldorf for information on the res

299、ult of the audit and liability is limited in accordance with the“BDO AG Wirtschaftsprfungsgesellschaft-Special Terms and Conditions”agreed with the Company and the“General Engagement Terms for Wirtschaftsprfer and Wirtschaftsprfungsgesellschaften German Public Auditors and Public Audit Firms”as issu

300、ed by the IDW(www.bdo.de/auftragsbedingungen).It was explicitly agreed in the audit contract with the client that the inclusion of third parties in the scope of protection is not intended.Therefore,we do not assume any responsibility towards third parties.Frankfurt am Main,February 19,2025 BDO AG Wirtschaftsprfungsgesellschaft Original German version signed by:Dr.Jens Freiberg Kamil Klinke Wirtschaftsprfer Wirtschaftsprfer German Public Auditor German Public Auditor Group Headquarters SAP SE Dietmar-Hopp-Allee 16 69190 Walldorf Germany