Announcement by SAP SE, Walldorf, pursuant to Sec. 62 para. 3 sent. 2 cl. 1 UmwG
– Notice of upcoming merger –
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It is intended to merge emarsys interactive services GmbH (Local Court of Charlottenburg, HRB 118447) as the transferring company with SAP SE as the acquiring company by way of a simplified intra-group merger. The transfer of the assets of emarsys interactive services GmbH shall take effect internally as of January 1, 2026, at 12:00 a.m. (“Merger Effective Date”). From the Merger Effective Date until the time of the dissolution of emarsys interactive services GmbH pursuant to Sec. 20 para. 1 no. 2 UmwG, all acts and transactions of emarsys interactive services GmbH shall be deemed to have been conducted on behalf of SAP SE.
SAP SE is the sole shareholder of emarsys interactive services GmbH as of the date relevant for the application of the group exemption provision under Sec. 62 UmwG, namely the filing of the merger with the respective commercial register and the respective date of registration. A merger resolution by the acquiring company SAP SE is not required pursuant to Sec. 62 para. 1 sent. 1 UmwG. Consequently, it is also not necessary to convene a general meeting of SAP SE to approve the merger. For the same reason, neither a merger report, a merger audit, nor a merger audit report is required, Sec. 8 para. 3 sent. 3 no. 1 lit. a), Sec. 9 para. 2, Sec. 12 para. 3, Sec. 60 UmwG.
- The shareholders of SAP SE are hereby notified of their right to demand the convening of a general meeting to vote on approval of the merger if the shares held by the shareholders making such a demand together amount to one-twentieth of the share capital of SAP SE (Sec. 62 para. 2 sent. 1, and para. 3 sent. 3 UmwG).
- A resolution by the shareholders’ meeting of emarsys interactive services GmbH approving the merger agreement with SAP SE is not required, since, as of the date relevant for the application of the intra-group exemption provision of Sec. 62 UmwG – namely, the filing of the merger with the respective commercial register and the respective date of registration – the entire share capital of emarsys interactive services GmbH is held by SAP SE, Sec. 62 para. 4 sent. 1 UmwG.
- The following documents are available as of the date of this announcement:
- The draft merger agreement between SAP SE and emarsys interactive services GmbH.
- The annual financial statements and, where required, the annual reports of the companies who are parties to the merger for last three fiscal years:
2023 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2024 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2025 SAP SE Statutory Financial Statements and Review of Operations (HGB)
2022 emarsys interactive services GmbH
2023 emarsys interactive services GmbH
2024 emarsys interactive services GmbH
SAP SE, April 24, 2026
The Executive Board
