UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

March 11, 2022

Commission file number:

1-14251

SAP SE

(Exact name of registrant as specified in its charter)

SAP EUROPEAN COMPANY

(Translation of registrant's name into English)

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______.

SAP SE

FORM 6-K

On March 3, 2022, SAP SE, a European company (Societas Europaea, SE) organized under the laws of Germany and the European Union (“SAP”), issued its Integrated Report 2021. The Integrated Report 2021 is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Any statements contained in this report that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP's filings with the U.S. Securities and Exchange Commission (the “SEC”), including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

The information furnished herewith in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date of this report, regardless of any general incorporation by reference language in such filing.

EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

SAP Integrated Report

2021

SAP Integrated Report 2021

About This Report

Content

The SAP Integrated Report 2021 presents our full-year financial, social, and environmental performance in one integrated report (“SAP Integrated Report”) available at www.sapintegratedreport.com.

The SAP Integrated Report also serves as our United Nations (UN) Global Compact progress report. We also report on our contribution to the UN Sustainable Development Goals (SDGs) and embedded the recommended disclosures of the Task Force on Climate-Related Financial Disclosures (TCFD), of the SASB standards, and of the World Economic Forum (WEF) stakeholder capitalism metrics.

Basis of Presentation

Our combined management report is prepared in accordance with the German Commercial Code and the relevant German Accounting Standards. The combined management report is also a management commentary complying with the International Financial Reporting Standards (IFRS) Practice Statement Management Commentary.

Our consolidated financial statements are prepared in accordance with IFRS. Our executive management has confirmed the effectiveness of our internal controls over financial reporting.

The social and environmental data and information included in the SAP Integrated Report is prepared in accordance with the GRI Standards: Core option. This GRI option indicates that a report contains the minimum information needed to understand the nature of the organization, its material topics and related impacts, and how these are managed. We apply the GRI principles (sustainability context, stakeholder inclusiveness, materiality, and completeness) for defining report content. We also report on SDGs identified as material to our strategy.

Greenhouse gas data is prepared based on the Greenhouse Gas Protocol.

Data

All financial and non-financial data and information for the reporting period is reported utilizing SAP software solutions and sourced from the responsible business units.

The reporting period is fiscal year 2021. The report encompasses SAP SE and all subsidiaries of the SAP Group. To make this report as current as possible, we have included relevant information available up to the auditor’s opinion dated February 23, 2022. The report is available in English and German.

Independent Audit and Assurance

KPMG AG Wirtschaftsprüfungsgesellschaft has audited our consolidated financial statements and our combined management report. Information relating to the non-financial statement included in SAP’s management report has been audited with limited assurance by KPMG. Additionally, KPMG has provided assurance on selected sustainability information in accordance with the International Standard on Assurance Engagements (ISAE) 3000, a pertinent standard for the assurance of sustainability reporting. The Independent Auditor’s Report and the Assurance Reports of KPMG for the non-financial statement and selected sustainability information are available in the Independent Auditor's Report section, the Limited Assurance Report of the Independent Auditor regarding the Combined Non-Financial Statement section and the Assurance Report of the Independent Auditor regarding Sustainability Information section.

Concept and Realization

This report was designed by SAP and created with SAP S/4HANA software and the SAP Disclosure Management application. 

SAP Integrated Report 2021

Key Facts

SAP Integrated Report 2021

¹ Numbers based on year end.

² Numbers are based on the proposed dividend and on level of treasury stock at year-end.

³ Full-time equivalents.

⁴ In CO2 equivalents.

⁵ Before 2021, our total energy consumption covered direct energy consumption (Scope 1) and selected indirect energy consumption (Scope 2). In 2021, we added indirect energy consumption of our value chain (Scope 3) to all years shown. 

SAP Integrated Report 2021

Contents

SAP Integrated Report 2021

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To Our Stakeholders 

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Letter from the CEO

Dear Fellow Shareholders,

2021 was another extraordinary year. For all of us, it was a time of challenges, but also of hope. In the face of the ongoing pandemic, disrupted global supply chains, and extreme weather events, we also witnessed the best of humanity. We have seen solidarity in times of crisis, with individuals, organizations, and nations coming together and stepping up to provide social, financial, and material support when it has mattered most.

SAP is no exception. We have supported companies and organizations around the globe that are at the forefront of the fight against the pandemic. We have helped businesses not only keep running but also truly transform, enabling them to become intelligent, networked, and sustainable enterprises. We have moved the world closer to zero emissions, zero waste, and zero inequality. These are just a few examples. There are many more.

2021 also marked the first anniversary of our revised strategy, and we can confidently say that the bold strategic moves we have taken are paying off. Despite the ongoing headwinds of the pandemic and economic uncertainties, our customers recognize the way SAP can help them drive their business transformation. We delivered an exceptional year, with record cloud growth, exceeding our outlook for cloud and software revenue and operating profit.

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Our exceptional 2021 results at a glance:

Our share price gained over the course of 2021, growing 16.5%, ahead of the DAX which grew 15.8%. With a market capitalization of €153.4 billion, SAP ended the year as the second most valuable company in the DAX40. We want our shareholders to participate in our success. Therefore, we have proposed an annual dividend of €2.45 per share,³ an increase of approximately 32%. This includes a special dividend of €0.50 per share to celebrate our 50th anniversary.

Our non-financial performance also remained strong. Our constant focus on customers led to a six-point increase in the Customer Net Promoter Score to a score of 10, the second subsequent year of significant improvement. The Employee Engagement Index remained exceptionally strong at 83%, one percentage point below our ambitious target range. We decreased our net greenhouse gas emissions by 25 kt to 110 kt. And just in January this year, we announced that we will accelerate our goal to achieve net-zero emissions across our value chain by 2030, rather than 2050 – achieving our net-zero target 20 years earlier than we originally planned.

We take our social and environmental responsibilities and the opportunity we have to make a difference seriously.

For 50 years, SAP has revolutionized the way business is done. Building on this heritage, we will now take our purpose to help the world run better and improve people’s lives to the next level. Based on the biggest issues our customers face worldwide, our vision has three goals:

¹ At constant currencies

² Non-IFRS

³ Pending approval of Annual General Meeting of Shareholders 

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Net-net: At SAP, we help our customers manage their green line together with their top and bottom lines. We are helping them to become intelligent, networked, and sustainable enterprises, and we accompany them along this journey, based on a half-century of experience, innovation, and trusted collaboration to create a sustainable world together.

2022 is a particularly special year for us at SAP. First, we celebrate our 50th anniversary – a milestone in the history of German technology development. Second, 2022 will be crucial in our own transformation as we intensify our focus on our cloud goals across the company. The strong performance that has followed since we announced our revised strategy to accelerate our growth in the cloud shows that we are right on track. For us, it is now all about continuing to execute on our strategy and keeping our promise of delivering innovation to our customers that allows them to tackle any challenge – today and in the future.

We’ve had a record year at SAP, and this is just the beginning. We are strongly positioned to deliver on our targets, and our strategy will continue to create opportunities for unceasing and accelerated growth both for our customers and SAP.

Thank you for your ongoing trust in SAP. You have my word that we will continue to deliver outstanding customer and shareholder value. At the end of the day, it’s the more than 100,000 people behind the name SAP who drive us forward and are key to our success. It is a privilege to head this company, and I can’t wait for the amazing things we will achieve in 2022 and beyond.

Sincerely,

Christian Klein

CEO, SAP SE

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SAP Executive Board

		Christian Klein Chief Executive Officer (CEO)   Joined SAP: 1999   Appointed to the Executive Board: 2018   Current Executive Board term expires: 2025   Nationality: German   Year of Birth: 1980   Other board memberships:   Supervisory Board, adidas AG, Herzogenaurach, Germany
		Sabine Bendiek Chief People & Operating Officer, Labor Relations Director   Joined SAP: 2021   Appointed to the Executive Board: 2021   Current Executive Board term expires: 2023   Nationality: German   Year of Birth: 1966   Other board memberships: Executive Board, Bitkom e.V., Berlin,   Germany; Supervisory Board, Schaeffler AG, Herzogenaurach, Germany
		Luka Mucic Chief Financial Officer   Joined SAP: 1996   Appointed to the Executive Board: 2014   Current Executive Board term expires: 2026   Nationality: German   Year of Birth: 1971   Other board memberships:   Supervisory Board, HeidelbergCement AG, Heidelberg, Germany

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		Juergen Mueller Chief Technology Officer   Joined SAP: 2013   Appointed to the Executive Board: 2019   Current Executive Board term expires: 2024   Nationality: German   Year of Birth: 1982
		Scott Russell  Customer Success   Joined SAP: 2010   Appointed to the Executive Board: 2021   Current Executive Board term expires: 2024   Nationality: Australian   Year of Birth: 1973
		Thomas Saueressig  SAP Product Engineering   Joined SAP: 2004   Appointed to the Executive Board: 2019   Current Executive Board term expires: 2025   Nationality: German   Year of Birth: 1985
		Julia White  Chief Marketing & Solutions Officer   Joined SAP: 2021   Appointed to the Executive Board: 2021   Current Executive Board term expires: 2024   Nationality: U.S. citizen   Year of Birth: 1973

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Investor Relations

New Highs Despite Challenging Environment

Investment appetite remained high during 2021, enabling the markets to develop favorably overall and even break new records in the final months of the year. Macroeconomic issues were the main driver of market movements, including the ongoing COVID-19 pandemic and its effects on global supply chains. Further, persistent supply bottlenecks for key products, such as semiconductors, and a jump in energy, and commodity prices slowed down economic growth significantly. Rising inflation, and interest rate concerns also contributed to volatility in the marketplace. SAP stock largely followed general market trends in this environment, gaining 16.5% on the year to finish higher than the DAX (+15.8%) but below the NASDAQ-100 (+26.6%). With a market capitalization of €153.4 billion at year end, SAP was the second most valuable company on the DAX.

Cloud Strategy Resonates –SAP Stock Gains Ground

SAP stock started the year at €107.22 (1, see graphic below), the Xetra closing price on December 31, 2020. Though buoyed temporarily at the end of January by the Qualtrics IPO, the share price reached its lowest level for the year of €101.78 just a few weeks later.

Thanks also to good results in the first quarter of 2021 (4), (5), SAP stock was able to rally back in April, rising to an interim high of €120.70 before broad market rotation out of technology stocks and into value names triggered by interest rate concerns pushed it back down again. By contrast, the ex-dividend markdown of €1.85 (6) in May had no appreciable effect on the share price. SAP stock ultimately recovered in June and, continuing its upward trajectory, reached a new interim high of €125.78 in July following a clear buy recommendation from a major financial institution.

SAP’s strategic focus on cloud business resonated with the market: analysts particularly praised the benefits of cloud migration, the switch to a long-term, more profitable subscription model, and the ‘RISE with SAP’ offering. Despite strong first-half results (7) attesting to the successful implementation of the cloud strategy, SAP shares declined 2.5% to €118.46 amidst a positive overall market. Market analysts pointed out that even more optimistic expectations had emerged prior to the earnings announcement.

Increasing demand for technology shares in August, however, ultimately lifted SAP stock slightly above its previous high for the year, before mounting concerns about interest rates and the Chinese economy melted away gains in September.

October then saw SAP stock benefit from stronger than expected preliminary results for the third quarter and a renewed guidance increase for the full year (8). Analysts were impressed above all with the strength of SAP’s cloud business, and the share price jumped 3.9% to €121.50, but subsequent publication of our final third-quarter results (9), together with a reiteration of expected margin development in fiscal 2022, had a dampening impact on the share price. The share price nevertheless climbed to its high for the year of €128.98 by early November. The subsequent market downturn, triggered by new COVID-19 concerns, was almost made up for by the end of the year, with the share benefitting in December from positive industry news as well as a buy recommendation from another major financial institution, which had forecast accelerated cloud growth in 2022. SAP stock ultimately ended the fourth quarter at €124.90, or 16.5% above its opening price for the year.

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SAP Stock Versus Major Indices (December 30, 2020 to December 30, 2021)

Continuous Engagement with the Investment Community

SAP continuously engaged with the investment community in 2021. Throughout the year, members of the Executive Board of SAP SE and the Investor Relations (IR) team discussed our latest strategy, its execution and business development, and how SAP was helping customers in the new virtual world, with institutional investors, analysts, and private investors worldwide. Given the ongoing pandemic, most events were held virtually.

The IR team, together with senior management, held more than 100 meetings in 2021 to maintain the dialogue with investors and analysts, including one-on-one phone calls, video conferences, and virtual road shows as well as a limited number of in-person meetings under strict hygiene standards. Members of the Executive Board and the IR team participated in more than 20 conferences worldwide. In June, we hosted the virtual Financial Analyst Conference as a part of our SAPPHIRE NOW event for investors and financial analysts. Once again, SAP held the 2021 Annual General Meeting of Shareholders (AGM) virtually without physical presence.

We continued our dialogue with socially responsible investors (SRI), providing them with insights into our environmental, social, and corporate governance policies. SAP’s leadership in this area is being recognized by leading organizations. SAP was one of only three enterprise software companies to make the Carbon Disclosure Project’s (CDP) A List 2021. And SAP remains the software industry leader in the Dow Jones Sustainability Indices for the 15th year in a row.

SAP representatives engaged with retail shareholders at virtual events. The IR team and the Treasury team also maintained regular communication with the debt investor community.

We provide a wide range of information online about SAP and its shares. Our communications channels include our Twitter feed @sapinvestor and the quarterly SAP INVESTOR magazine. Shareholders can reach the IR team directly by telephone hotline and by e-mail at investor@sap.com. We also publish an overview of the latest analyst consensus in collaboration with Vara Research.

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In addition, we provide a Webcast for all key investor events at which members of our Executive Board speak, and we post all relevant presentations on the Investor Relations Web site.

Key Facts About SAP Stock/SAP ADRs

Return on SAP Common Stock — WKN 716460/ISIN DE007164600

¹ Assuming all dividends were reinvested.

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Return on SAP ADRs — 803054204 (CUSIP)

¹ Assuming all dividends were reinvested. Source: Bloomberg

Dividend Increased to €2.45

It is our policy to pay a dividend totaling 40% or more of IFRS profit after tax.

At the Annual General Meeting of Shareholders, the Executive Board and the Supervisory Board of SAP SE will recommend increasing the total dividend for fiscal year 2021 by approximately 32% to €2.45 per share (2020: €1.85). This includes a special dividend of €0.50 to celebrate SAP’s 50th anniversary. The payout ratio would be 54% (2020: 41%). Excluding the special dividend, the ratio would be 43%.

Dividend per Share

€ | change since previous year

Capital Stock Unchanged

SAP’s capital stock as at December 31, 2021, was €1,228,504,232 (2020: €1,228,504,232). It is issued as 1,228,504,232 no-par shares, each with an attribute value of €1 in relation to capital stock. 

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Shareholder Structure

Applying the definition accepted on the Frankfurt Stock Exchange, which excludes treasury stock from the free float, as at December 31, 2021, the free float stood at 85% (December 31, 2020: 86%).

*40% of institutional investors are classified as ESG investors.

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Report by the Supervisory Board

Dear Shareholders,

In the following, we would like to inform you about the work of the Supervisory Board in the fiscal year 2021.

Collaboration Between the Supervisory Board and the Executive Board

In the past fiscal year, the Supervisory Board of SAP SE advised the Executive Board on an ongoing basis with regard to the management of the Company and kept the Executive Board’s management of the Company under observation for legal compliance, adherence to proper accounting principles, business focus, and expediency. We were involved whenever decisions of fundamental importance to SAP were made.

The Supervisory Board received regular, full, and timely reports from the Executive Board, both from members in person and in written documents. The Supervisory Board was also in regular exchange with senior internal officers through its various committees. This ensured that we were always up to date, even between meetings, on the Company’s strategy, planning, business performance, risks, risk management, compliance (in other words, adherence to laws, to the Company's Articles of Incorporation, and to internal policies), and on transactions of special significance for SAP. In its reports, the Executive Board also informed us in particular where business deviated from plan or target, and why. In addition, the Supervisory Board members can turn to SAP Digital Boardroom at any time to call up comprehensive metrics for all business areas in real time and generate evaluations and analyses as required. The solution affords us an up-to-date view of SAP's business performance whenever we need it – with maximum transparency.

The content and scope of the Executive Board’s reports to us fully met our requirements for them: The Executive Board came to Supervisory Board meetings for discussion of the agenda items. We questioned and probed the Executive Board to satisfy ourselves that the information it gave us was plausible. All transactions requiring approval by the Supervisory Board whether by law, the Articles of Incorporation, or the Supervisory Board’s list of transactions requiring its consent were carefully examined and discussed with the Executive Board prior to approval.

The Supervisory Board chairperson and the CEO were in continuous contact, which meant the Supervisory Board chairperson was always informed without delay of all important events that were significant for assessing SAP’s situation and progress or for the management and governance of the Company. Moreover, the chairperson of the Supervisory Board discussed SAP’s strategy, business performance, risks, risk management, compliance, and other key topics and decisions regularly with the CEO. This enabled the Supervisory Board chairperson to update the members of the Supervisory Board between meetings.

Supervisory Board Meetings and Resolutions

In the past fiscal year, the Supervisory Board of SAP SE held four ordinary meetings and one extraordinary meeting at which we deliberated and resolved on all matters of relevance to the Company. Due to the ongoing travel and contact restrictions imposed on us as a result of the COVID-19 pandemic, we also conducted the majority of our plenary meetings and Committee meetings, which are normally held as physical meetings, in 2021 as video conferences or as hybrid sessions, where some members attended physically and the remainder online. We also adopted eleven resolutions by correspondence vote. The following table provides an overview of the individual members’ attendance at the Supervisory Board’s plenary sessions and committee meetings in the year under review. 

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The Supervisory Board and its committees also convened wholly or partly without the Executive Board as necessary in the reporting year to deliberate on items that pertained to the Executive Board or required internal discussion among Supervisory Board members alone. This was the case in three of the plenary sessions, and in five committee meetings. In addition, the shareholder representatives and the employee representatives independently discussed individual agenda items as required prior to the adoption of resolutions in plenary sessions. The Supervisory Board addressed the following key topics during the year:

Strategy and RISE with SAP

In October 2020, SAP announced a revised corporate strategy in the form of an accelerated transition to the cloud, which resulted in a series of measures and investments in line with customer requirements. We continued to monitor and discuss with the Executive Board the implementation of this revised company strategy in 2021. We satisfied ourselves that the activities introduced by the Executive Board created room for organic innovation, expedited the harmonization of SAP’s cloud business, and, last but not least, contributed to the good results for fiscal 2021. In this regard, the Executive Board reported, inter alia, on the progress made with respect to SAP Business Technology Platform (which companies can use to run own developments or existing SAP or third-party services), and on its measures to implement SAP’s People Strategy. A further significant step was the acquisition of Signavio, a provider of cloud solutions for business process management. We approved this acquisition during our extraordinary meeting on January 25, 2021, on recommendation of the Finance and Investment Committee because we, like the Executive Board, consider investment in business process intelligence (BPI, or applications and tools for capturing and analyzing process data) to be strategically worthwhile. BPI enables SAP to leverage the experiences of its customers to identify and eliminate inefficiencies and vulnerabilities of their business operations. Prior to this, in its meetings on January 15 and 25, 2021, the Finance and Investment Committee had thoroughly discussed the opportunities and risks associated with this acquisition as well as the two fairness opinions (external assessments of the purchase price determination and company valuation of the planned acquisition). At our meeting on February 24, 2021, the Executive Board presented the RISE with SAP offering to us. Introduced at the end of January 2021, this flexible cloud service package provides customers with a holistic approach for accelerating their transition to the cloud and transforming into an intelligent enterprise. As part of its ongoing reports to the full Supervisory Board, the Executive Board kept us apprised of the package’s success among SAP customers. When we met in April and July 2021, we deliberated with the Executive Board on the Company’s China strategy, the future direction of the marketing strategy, and HR measures to attract new cloud development talent.

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Meeting Participation of SAP SE Supervisory Board Members During Fiscal Year 2021

¹ Helmut Stengele joined the Supervisory Board as an employee representative on October 29, 2021. As at December 31, 2021, he has not served on any committee, nor have there been any Supervisory Board meetings since his appointment. However, he did participate in four circular resolutions during this period.

Reorganization of Supervisory Board Responsibilities in Committees

In the past fiscal year, the Supervisory Board took the key results from a Spring 2021 questionnaire reviewing the efficiency of the Supervisory Board’s work as an opportunity to change the structure, size, and duties of its committees so as to further optimize their work and decision-making processes in the interest of good corporate governance. At its meeting on April 15, 2021, for example, it deliberated on proposals for reorganizing the Supervisory Board committees, as drawn up by the Personnel and Governance Committee based on the aforementioned efficiency review of the plenary and committee work. The Supervisory Board subsequently resolved on the new composition and structure of the committees by circular correspondence vote in May 2021. Some of the tasks of the committees were rearranged and some of the committees were renamed to better reflect their roles. In addition, the number of committees was partially reduced, or their memberships filled anew, as described in the section on the work of the committees below. Notably, the General and Compensation Committee was renamed to Personnel and Governance Committee, the Audit Committee was renamed to Audit and Compliance Committee, and the People and Organization Committee was renamed to People and Culture Committee. The Personnel and Governance Committee was downsized from 10 to eight members, and the number of seats on the Technology

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and Strategy Committee was reduced from 12 to 10 members. We subsequently adopted the rules of procedure of the committees – except for the China Strategy Committee and the Nomination Committee – in updated form at our meeting on July 29, 2021. As part of a circular correspondence vote at the beginning of October 2021, a new employee representative was appointed to each of the Personnel and Governance Committee and the People and Culture Committee as successor to an employee representative who had left both committees. When we convened on October 28, 2021, we updated the rules of procedure of the full Supervisory Board and of the Audit and Compliance Committee, primarily to take account of the new regulations, insofar as they pertained to the work of the Supervisory Board, in the German Act to Strengthen Financial Market Integrity, which for the most part entered into force on July 1, 2021. The rules of procedure were also updated to reflect the increased requirements of investors regarding the handling of ESG (environmental, social and governance) issues in the supervisory bodies. For more information about the Supervisory Board committees, particularly their respective tasks and responsibilities, see Corporate Governance Statement for 2022 and the Corporate Governance section of SAP’s Web site. We also resolved, by way of correspondence vote in December 2021, on the creation of an eight-member Go-to-Market and Operations Committee effective January 1, 2022, comprising an equal number of employer and employee representatives. Our objective with this new Committee is to provide more space for deliberating the sales and marketing strategy and discussing same with the relevant Executive Board members, and thereby ease the burden on the Strategy and Technology Committee. We believe that the work in the committees is now structured even better than before.

Compliance, Cybersecurity, and Governance Matters

The Supervisory Board and the Audit and Compliance Committee dealt at length with the ongoing compliance and cybersecurity matters and immediately addressed all governance issues that arose during the reporting year.

SAP’s Office of Ethics & Compliance (OEC) kept the Audit and Compliance Committee continually informed about the ongoing investigations being conducted with the assistance of external counsel into potential violations of anticorruption laws (including the U.S. Foreign Corrupt Practices Act (FCPA)). Said updates included reports on the implementation of further significant improvements to compliance processes and controls at the Company, which had been introduced in response to the relevant investigations and as part of the general evolution of the compliance management program. The Audit and Compliance Committee reported in turn on the status of these compliance matters and on the discussions with the U.S. Department of Justice (U.S. DOJ), which intensified significantly in the third quarter, to the full Supervisory Board at our extraordinary meeting held on January 25, 2021, and at our ordinary plenary meetings held in February, April, July, and October 2021.

The Audit and Compliance Committee continued to seek assistance from its own external consultants to help address the complex technical and legal nature of the compliance and cybersecurity matters being investigated, and reported on their opinions to the Supervisory Board, which – where required – resolved on the next steps. In particular, representatives of the external legal consultant referred to above attended the Supervisory Board’s July 2021 meeting as experts and explained to the plenum the results of their legal audits and the status of the internal investigations. At present, SAP is still in discussions with the U.S. DOJ and the U.S. Securities and Exchange Commission (U.S. SEC) with a view to reaching a global resolution with regard to the compliance matters. The Supervisory Board and notably the Audit and Compliance Committee are regularly updated on these matters. The negotiations are expected to close in 2022.

As already announced publicly in a May 4, 2020, mandatory disclosure, the Company has also stepped up its cybersecurity efforts in the wake of internal investigations. The Audit and Compliance Committee monitored, from the outset and continuously in the year under review, the progress of cybersecurity measures introduced by the Executive Board in relation to SAP cloud products, as well as the other steps taken to continuously improve security standards.

Further, the Supervisory Board was informed that, following comprehensive investigations into potential export controls and economic sanctions violations, SAP had entered into a non-prosecution agreement with the U.S. DOJ and mutual settlement agreements with the U.S. Bureau of Industry and

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Security (BIS) and U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) in April 2021. SAP had voluntarily self-disclosed potential violations to the U.S. DOJ and OFAC in September 2017 and had notified the U.S. SEC at the same time. Since then, the Audit and Compliance Committee and the full Supervisory Board have been kept continually apprised of the status of the investigations.

Another topic of interest, initially dealt with at length by the responsible Finance and Investment Committee at a March 2021 meeting, was SAP Fioneer, SAP’s joint venture with Dediq. At said meeting, the Committee and the Executive Board examined all the details of the joint venture agreement, the ownership structure, and the underlying strategic and economic considerations. After comprehensive analysis, the Committee members approved the joint venture by correspondence vote. When later media reports criticized the shareholder structure of the joint venture, the Audit and Compliance Committee probed the governance aspects of the transaction to follow up on the concerns expressed. To this end, the Committee commissioned two independent external opinions to assess the valuation of SAP’s and participating partners’ stake in SAP Fioneer and to report on whether the decision process regarding the joint venture complied with applicable law. The opinions confirmed that the valuation was in line with the market and the decision process compliant.

In an extraordinary meeting in December 2021, the Audit and Compliance Committee dealt with allegations in media reports about inadequate corporate governance measures in connection with a past legal dispute that SAP had already settled many years earlier in 2014. A representative of the law firm commissioned by the Supervisory Board at the time informed the Committee about the checks and deliberations actually carried out by the Supervisory Board during the period in question. The external counsel and the Committee jointly concluded that the modus operandi chosen by the Supervisory Board at the time was appropriate and that the Supervisory Board had no reason to question it after the fact.

Other key topics addressed at our meetings in 2021 notably included the following:

Meeting in February (Meeting to Discuss the Financial Statements)

In the plenary session on February 24, 2021, we approved a change to the Executive Board’s schedule of portfolios. This was followed by a report on business in 2020, and the adoption of the budget for 2021 after discussing same extensively with the Executive Board. Next, we turned to the matter of Executive Board compensation. We first determined the total target achievement under the Short-Term Incentive (STI) 2020 Plan, which, due to the COVID-19 pandemic, had not resulted in any payouts. After that, we deliberated on Executive Board compensation for 2021. We set the specific target numbers for, and relative weighting of, each key performance indicator (KPI) of the STI 2021. In addition, we set the specific target numbers for each KPI of the Long-Term Incentive Program 2020 (LTI 2020), tranche 2021. The Supervisory Board, as required, evaluated the appropriateness of the individual Executive Board members’ total compensation for fiscal 2021, and in each case found it to be appropriate in terms of amount, structure, objective criteria, and for each member's responsibilities and tasks. We referred in this regard to an appropriateness certificate obtained beforehand from an external consulting firm for compensation matters. In addition, the Supervisory Board approved, on recommendation of the Personnel and Governance Committee, the payment of supplementary compensation to the Executive Board members as permitted by the compensation system in the event of extraordinary situations. In doing so, the Supervisory Board honored the fact that, despite unprecedented challenges posed by the COVID-19 pandemic, the related restrictions, and the ensuing economic crisis, the Executive Board members exhibited extraordinary performance, ensuring the company remained profitable and positioned for long-term, sustainable success. In accordance with the agreement, the Executive Board members invested the net payout amount of this supplementary compensation in the purchase of SAP shares with a holding period of three years. The Supervisory Board referred prior to this decision to a corresponding analysis from an independent consulting firm for compensation matters as well as a legal opinion from an external law firm. For more information about the STI 2021, the LTI 2020, tranche 2021, the supplementary compensation, and the other compensation elements for Executive Board members, see the Compensation Report. In addition, the Supervisory Board turned its attention to the SAP SE financial statements and the

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consolidated financial statements for 2020, the audits conducted by KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), and the Executive Board’s proposed resolution on the appropriation of retained earnings for 2020. The auditor attended the meeting and reported in detail on the audit and its findings for each of the focus areas that had been agreed between the auditor and the Audit and Compliance Committee. The auditor also related the discussions on those matters at the preceding meetings of the Audit and Compliance Committee. The auditor then discussed the results of the audit with the Supervisory Board and answered our questions. The Audit and Compliance Committee had comprehensively prepared all topics in connection with the financial statements and the consolidated financial statements for 2020, and in particular reported on the form and scope of its examination of the documents relating to the financial statements, which it recommended we approve. The Supervisory Board approved the audit. There were no findings from our own examination, so we gave our consent to the SAP SE and consolidated financial statements for 2020. We endorsed the Executive Board’s proposal concerning the appropriation of retained earnings for 2020, in accordance with the Audit and Compliance Committee's recommendation to us, and subsequently passed the proposed resolutions for the SAP SE Annual General Meeting of Shareholders on May 12, 2021. In particular, this included our proposal to the Annual General Meeting concerning the election of an auditor for fiscal 2021. Next, we extended the appointment of Juergen Mueller as member of the Executive Board for a further three years. In compliance with auditor rotation legislation, we resolved, on recommendation of the Audit and Compliance Committee, to propose to the 2022 Annual General Meeting that BDO AG Wirtschaftsprüfungsgesellschaft be appointed as SAP SE’s auditor for fiscal 2023, so as to facilitate optimal familiarization with and preparation for the new auditor. Prior to this, the Audit and Compliance Committee had conducted a tender and selection process to identify a suitable new auditor and, following its own in-depth analysis of the candidates, proposed two of them to the Supervisory Board while citing a clear preference. In addition, the Executive Board gave us an overview of the Company’s equity investments in 2020 and SAP’s donation activities.

Resolutions Adopted by Correspondence in February

In February 2021, the Supervisory Board approved by way of correspondence vote the corporate governance statement for 2021 as well as the appointment of new regional presidents for the APJ (Asia Pacific Japan) and EMEA North (Europe, Middle East, and North Africa) regions.

Meeting in April

On April 15, 2021, the Supervisory Board reviewed the first quarter results for 2021 and SAP’s competitive situation. A senior analyst from global asset management company AllianceBerstein joined this session to share an outside view of SAP from the investors’ standpoint. With this expert, we also examined the most important metrics in SAP’s financial reports and the capital markets’ expectations of SAP. We also assessed the effectiveness of the work of the full Supervisory Board and its committees (the so-called the efficiency review), as is regularly required pursuant to the recommendations of the German Corporate Governance Code (GCGC, herein: Code). For more information relating to this assessment, see the Corporate Governance Statement for 2022. In this regard, an electronic survey was sent to all the Supervisory Board members ahead of the meeting, with questions addressing all aspects of the Supervisory Board’s work. We evaluated the questionnaire and discussed the consolidated survey responses and comments in the plenum. In closing, we dealt with the question of waiving a former Executive Board member’s contractually agreed non-compete provisions.

Resolutions Adopted by Correspondence in May

In May 2021, we adopted, besides the above resolution, two further resolutions by correspondence, namely: one resolution appointing a SAP regional president for the Greater China region (China, Taiwan, Hong Kong), and one resolution approving an additional venture capital fund (Sapphire Ventures Fund VI). 

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Meeting in July

When we met on July 29, 2021, we resolved to file a petition to the court for the removal of an employee representative from the Supervisory Board. The Supervisory Board was advised in this regard by a law firm it had commissioned to examine the underlying facts. The Supervisory Board member in question was first given the opportunity to comment on matter, and then left the meeting to allow the other members of the Supervisory Board to discuss and vote on the agenda item. The member rejoined the meeting once the item had been dealt with. After that, we discussed the effects of an adjustment in the non-IFRS definition – which from a Group point of view was not material – on the Group budget. In addition, we updated the list of transactions that go beyond the scope of the Company’s articles of incorporation and for which the Executive Board must obtain the Supervisory Board’s prior consent. On recommendation of the Finance and Investment Committee, we also agreed to the planned acquisition of the U.S.-based company Clarabridge by Qualtrics, a listed SAP subsidiary in which SAP holds a majority interest, based on the details of the acquisition contract explained to us previously. Fairness opinions of two independent consulting firms confirmed that the purchase price was fair. With the combination of both companies’ products, now made possible by the acquisition, SAP aims to reinforce Qualtrics’ leading position in the Experience Management (XM) space.

Resolutions Adopted by Correspondence in August

In August 2021, the Supervisory Board resolved by way of correspondence the appointment of a new chief strategy officer for SAP.

Meeting in October

At our meeting on October 28, 2021, the Executive Board first reported on business performance in the third quarter. As is regularly the case, we also dealt with the topic of independence. Based on the findings from our own examination, we determined that all shareholder representatives were independent in the meaning of the Code and were therefore to be named as such in the Corporate Governance Statement. We also resolved on what we believe to be the appropriate number of independent shareholder representative members, and determined that the Supervisory Board has an appropriate number of independent members in the meaning of the Code, also when the shareholder structure is taken into account. In agreement with the Executive Board, we also adopted, for regular publication in October 2021, the annual Declaration of Implementation of the Code, and approved an amendment to the objectives for the composition of the Supervisory Board. On recommendation of the Finance and Investment Committee, we consented to a follow-on share offering by Qualtrics, under which the subsidiary offered additional Qualtrics shares through the stock market in November 2021. Prior to this decision, the Executive Board explained to the meeting members the planned use of the funds collected in this way and how the move would affect SAP SE’s stake in Qualtrics. The Executive Board also reported on the efficiency review we had requested in the Research & Development area.

Resolution Adopted by Correspondence in November

We adopted two resolutions by correspondence in November 2021. In the first correspondence vote, the Supervisory Board extended Thomas Saueressig’s Executive Board contract by a further three years to October 2025, and in that regard defined a new total compensation for this Executive Board member effective November 1, 2022. We had deliberated on this resolution in advance in our October session. In the second correspondence vote, we consented, on recommendation of the Finance and Investment Committee, to the execution of a share repurchase program in the amount of €1 billion. The program is to be executed between February 2022 and December 2022, and is intended to enable SAP to service future awards under the global share-based employee compensation program predominantly through SAP shares. This resolution was based on the authorization granted by the Annual General Meeting of Shareholders on May 17, 2018, under agenda item 8.

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Resolution Adopted by Correspondence in December

In December 2021, we gave our approval, as recommended by the Personnel and Governance Committee, for compensation-related changes to be made to the Executive Board contracts of Scott Russell effective January 1, 2022, and Thomas Saueressig effective November 1, 2022.

The Work of the Supervisory Board Committees

The committees made a key contribution to the work of the Supervisory Board in 2020, and reported on their work to us, including their preparatory work for and decisions made on the relevant agenda items of the subsequent Supervisory Board meetings. The following committees were in place in the year under review:

Each of the aforementioned committees was active in 2021. For more information about the Supervisory Board committees and their duties, see the Corporate Governance section of SAP’s Web site.

Besides the matters described above, the committees focused primarily on the following topics in 2021:

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own resolutions in these matters. At its first meeting in February 2021, the Committee reviewed the annual report from SAP’s corporate governance and insider trading compliance officer, as presented to it. In its second meeting in February, the Committee dealt with the extension of Juergen Mueller’s appointment to the Executive Board. When it met in July 2021, the Committee approved the acceptance of an outside supervisory board seat by an Executive Board member and the conclusion of a consulting contract with a former Executive Board member. It also discussed the lessons learned from the voting results at the Annual General Meeting in May 2021 and the feedback from institutional investors. In October 2021, the Committee prepared the Supervisory Board’s resolutions regarding an update to the objectives for the composition of the Supervisory Board, submission of the implementation declaration, and determination of the independence of Supervisory Board members. The Committee also discussed the succession planning process for the Executive Board and the development of top talent as potential successors for departing members. At its ordinary meeting on December 16, 2021, the Committee approved its resolution proposal to the Supervisory Board regarding the Executive Board compensation for Scott Russell effective January 1, 2022, and for Thomas Saueressig effective November 1, 2022.

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February 2021, the Executive Board updated the Committee on the status of both projects as well as on the closing of the sale of SAP Digital Interconnect (SDI). The Executive Board also reported on the acquisition of Finnish company AppGyver, provider of a no-code platform enabling app development without prior coding experience. Further, the Committee received its regular written update on SAP’s equity investments during the preceding fiscal year. In the joint meeting with the Audit and Compliance Committee that followed, the members of both Committees discussed the annual budget for 2021 and voted in favor of recommending its approval to the Supervisory Board. On March 15, 2021, the Committee convened to deliberate on a small acquisition by an SAP subsidiary. At the meeting in April, the Executive Board reported to the Committee on selected Investor Relations activities. In addition, representatives from Sapphire Ventures gave the Committee an overview of the European and U.S. market for venture capital in technology and a status report on the active SAP venture capital funds, and presented the details of the planned additional venture capital fund, Sapphire Venture Fund VI. A resolution to recommend the Supervisory Board’s approval of this new fund was subsequently adopted by the Committee by correspondence in May 2021. At our extraordinary meeting on July 23, 2021, we deliberated on Qualtrics’ planned acquisition of Clarabridge. At our ordinary meeting on July 29, 2021, the Executive Board presented an analysis of the acquisitions and shareholding transactions of the past three years, updated us on the SAP’s liquidity situation, and compared the current business performance with the budget presented for fiscal 2021. At the Committee’s regular meeting in October, the Executive Board took the Committee through SAP’s current product portfolio. In addition, the Committee deliberated on the Executive Board’s proposed restructuring of current financing activities and recommended the Supervisory Board approve it as well. The Committee was also given a funding and strategy update on the Sapphire Ventures funds manager, and provided with a written report on SAP’s business performance up to the third quarter. In December 2021, the Committee held a second joint meeting with the Audit and Compliance Committee, at which the Executive Board presented the preliminary Group annual plan for 2022. This meeting was held in preparation for the Supervisory Board meeting in February 2022, at which the full Supervisory Board resolved to approve the Group annual plan for 2022.

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China. In December 2021, the Committee received a written final report from the Executive Board summarizing their jointly-developed China strategy and the planned measures for implementing it. The task of the Committee was thus fulfilled, and it concluded its activities at the end of the fiscal year 2021.

The work of the committees and their regular reports to the full Supervisory Board ensured that we were kept fully informed of all matters covered by the committees and were able to discuss them thoroughly.

Corporate Governance

SAP’s corporate governance and insider trading compliance officer monitored our compliance with those recommendations in the Code with which we claim to comply in SAP SE’s declaration, and reported in full to the Personnel and Governance Committee in this regard at the latter’s meeting on February 10, 2021. Detailed information about compliance with the Code is available in the Executive and Supervisory Boards’ Corporate Governance Statement. Members of the Supervisory Board and of the Executive Board had no conflicts of interest that recommendations E.1 and E.2 of the Code require to be disclosed to the Supervisory Board. Insofar as Supervisory Board members hold executive positions in companies or have material equity in companies that currently have business dealings with SAP, we do not see any impairment of their independence. The scope of these transactions is relatively small and, moreover, takes place at arm’s length. During the year under review, the Personnel and Governance Committee approved transactions involving a member of the Executive Board in 2020 which were all consistent with industry standards and immaterial. Other than those contracts mentioned in this report, the Company made no other contracts with members of the Executive Board or Supervisory Board that would have required a resolution of the Supervisory Board. 

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Training and Professional Development

The members of the Supervisory Board once again took advantage of various training and professional development opportunities throughout the year, with appropriate support from the Company. At the start of their term of office, new Supervisory Board members were made familiar with their tasks and responsibilities through on-boarding sessions and leaflets. In addition, the members of the Audit and Compliance Committee were invited to a presentation in April 2021 on “New regulatory reporting requirements,” and a short seminar in July 2021 on the impact of the “OECD/G20 New World Tax Order for Digital Business” (a new basic approach adopted by OECD/G20 to reform international business taxation) on SAP. In January 2021, the Supervisory Board members were invited to the professional development events “Resilient and Sustainable Supply Chain with SAP Digital Supply Chain,” and “RISE with SAP.” In March 2021, the Supervisory Board members were invited to a seminar on “Professional Negotiation Management” and a training course focusing on pending business models in Retail Solutions (digital solutions for the retail industry). Where it made sense, the training offerings were recorded and placed on a specially configured training platform to enable the remaining Supervisory Board members to take part in them as well.

SAP SE and Consolidated Financial Reports for 2021

KPMG audited the SAP SE and consolidated financial reports for 2021. The Annual General Meeting of Shareholders elected KPMG as the SAP SE and SAP Group auditor on May 12, 2021. The Supervisory Board proposed the appointment of KPMG on the recommendation of the Audit and Compliance Committee. Prior to the proposed resolution being put to the Annual General Meeting of Shareholders, KPMG had confirmed to the chairperson of the Supervisory Board and the Audit and Compliance Committee that circumstances did not exist that might prejudice or raise any doubt concerning its independence as the Company’s auditor. In that connection, KPMG also informed us of the volume of the services that were not part of the audit which it had either provided to the Group in the past year or was engaged to provide in the year to come. The Supervisory Board has agreed with KPMG that the auditor should report to the Supervisory Board and record in the auditor’s report any fact found during the audit that is inconsistent with the declaration given by the Executive Board and the Supervisory Board concerning implementation of the German Corporate Governance Code. KPMG examined the SAP SE financial statements prepared in accordance with the German Commercial Code, the consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRSs) as required by the German Commercial Code, section 315e, and the combined SAP Group and SAP SE management report prepared in accordance with the German Commercial Code, and certified them without qualification. The auditor thus confirmed that, in its opinion and based on its audit in accordance with the applicable accounting principles, the SAP SE and consolidated financial statements give a true and fair view of the net assets, financial position, and results of operations of SAP SE and the SAP Group. The auditor also confirmed that the combined SAP SE and SAP Group management report is consistent with the corresponding financial statements and as a whole gives a suitable view of the position of SAP SE and the SAP Group and of foreseeable opportunities and risks. In accordance with section 317 (3a) of the German Commercial Code, the auditor also examined and confirmed that the renderings of the financial statements, the management report, the consolidated financial statements, and the combined management report contained in the files submitted on an electronic data carrier, which can be accessed by the issuer on the secure client portal, and prepared for the purposes of disclosure comply in all material respects with the requirements of section 328 (1) of the German Commercial Code regarding the electronic reporting format (“ESEF format”). KPMG had completed its audit of SAP’s internal control over financial reporting and certified without qualification that it complies with the applicable U.S. standards. The auditor stated in its opinion that it considers SAP's internal controls with respect to the consolidated financial statements to be effective in all material respects. Additionally, it provided assurance on the non-financial declaration in the combined management report, and on the separate review of the compensation report and selected qualitative and quantitative sustainability disclosures outside of the financial statements and management report. All Audit and Compliance Committee members and Supervisory Board members received – initially in the form of drafts that were identical to the final documents – the documents concerning the financial statements mentioned above, the 

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audit reports prepared by KPMG, and the Executive Board’s proposal concerning the appropriation of retained earnings in good time. On February 23, 2022, the Executive Board prepared the financial accounts of SAP SE and the Group for 2021, comprising the SAP SE financial statements, the consolidated financial statements, and the combined management report, and submitted them without delay to the Supervisory Board.

The Executive Board explained the financial statements of SAP SE and the SAP Group and its proposal concerning the appropriation of retained earnings at the meeting of the Audit and Compliance Committee on February 22, 2022 (based on the drafts identical to the final documents) and at the meeting of the Supervisory Board on February 23, 2022. Members of the Executive Board answered questions from the Committee and Supervisory Board members. At the Audit and Compliance Committee meeting, they also explained the compensation report and the Annual Report on Form 20-F prepared in accordance with the applicable U.S. standards.

After the Executive Board had explained them, the Audit and Compliance Committee and the Supervisory Board reviewed the financial statement documents (based on drafts identical to the final documents), taking KPMG’s audit reports (or the drafts identical to the final documents) into account. The Audit and Compliance Committee then passed the compensation report on to the Supervisory Board for release. The representative of the auditor who attended presented full reports on the audit and the results of the audit to the Audit and Compliance Committee and Supervisory Board meetings and explained its audit reports (or final drafts thereof). The auditor also reported that it had not identified any material weaknesses in SAP’s internal control and risk-management systems for financial reporting. Both the Audit and Compliance Committee and the Supervisory Board asked detailed questions about the form, scope, and results of the audit. The Audit and Compliance Committee reported to the Supervisory Board on its own review of the financial statements of SAP SE and the SAP Group, its discussions with the Executive Board and with the auditor, and its supervision of the financial reporting process. It confirmed that as part of its supervisory work, it had addressed the SAP Group’s internal control, risk management, and internal auditing systems, and found the systems to be effective.

The Committee also reported that KPMG had told it that no circumstances had arisen that might give cause for concern about KPMG’s impartiality, and informed us about the services KPMG had provided that were not part of the audit. The Committee reported that it had examined the auditor's independence, taking the non-audit services it had rendered into consideration, and stated that, in the Committee’s opinion, the auditor possessed the required degree of independence and professional qualification.

The Audit and Compliance Committee and the Supervisory Board satisfied themselves that KPMG had conducted the audit properly. In particular, they concluded that both the audit reports and the audit itself fulfilled the legal requirements. On the basis of the report and the Audit and Compliance Committee’s recommendation, the Supervisory Board approved the results of the audit and, since there were no findings from our own examination, we gave our consent to the SAP SE financial statements, the consolidated financial statements, the combined Group management report, and adopted the compensation report pursuant to the German Stock Corporation Act, section 162. The financial statements and combined management report were thus formally adopted upon approval by the Supervisory Board. The Supervisory Board’s opinion of the Company and the Group coincided with that of the Executive Board as set out in the combined management report. The Supervisory Board considered the proposal presented by the Executive Board concerning the appropriation of retained earnings. We had regard to the requirements of dividends policy, the effects on the liquidity of SAP SE and the SAP Group, and the interests of the shareholders. We also discussed these matters with the auditor. We then endorsed the Executive Board’s proposal concerning the appropriation of retained earnings, in accordance with the Audit and Compliance Committee's recommendation. The corporate governance statement pursuant to the German Commercial Code, sections 315d and 289f was approved for publication by the Supervisory Board by way of correspondence vote prior to the meeting to discuss the financial statements on February 22, 2022. Finally, we adopted this present Report. 

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Changes on the Executive Board and Supervisory Board in 2021

After 13 years at SAP, most recently as Executive Board member responsible for Customer Success, Adaire Fox-Martin retired from the Executive Board on January 31, 2021. We thank Adaire Fox-Martin for her valuable contribution to the success of the Company over these many years. Her successor, Scott Russell, took over said Board area as a new member of the Executive Board effective February 1, 2021. In addition, Julia White joined the Executive Board on March 1, 2021, becoming SAP’s chief marketing officer.

Pekka Ala-Pietilä stepped down from the Supervisory Board at the end of the Annual General Meeting of Shareholders on May 12, 2021. The Supervisory Board would like to sincerely thank him for his invaluable contribution for the benefit of the Company. On May 12, 2021, the Annual General Meeting of Shareholders elected Rouven Westphal to the Supervisory Board as a successor for Pekka Ala-Pietilä. Qi Lu, who was initially appointed by the court as member of the Supervisory Board on December 21, 2021, was likewise elected to the Supervisory Board by the Annual General Meeting of Shareholders. Christa Vergien-Knopf left the Supervisory Board as employee representative on August 10, 2021, and was succeeded by Peter Lengler effective the same day. The Supervisory Board also thanks Christa Vergien-Knopf for her work on the Supervisory Board. With effect from July 8, 2021, Panagiotis Bissiritsas resigned from his seat as employee representative on the Supervisory Board. He was succeeded by Manuela Asche-Holstein. Lastly, Ralf Zeiger was removed from the SAP SE Supervisory Board by order of the Mannheim Municipal Court dated October 20, 2021, which came into effect on October 28, 2021. Helmut Stengele replaced Ralf Zeiger as employee representative on October 29, 2021.

The ongoing COVID-19 pandemic continued to challenge us all in 2021. The Supervisory Board thanks the current members of the Executive Board and all SAP employees for their tireless commitment to SAP under these extraordinary circumstances.

For the Supervisory Board

Professor Hasso Plattner

(Chairperson)

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Responsibility Statement

To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements give a true and fair view of the assets, finances, and operating results of the SAP Group, and the management report of the Group and SAP SE includes a fair review of the development and performance of the business and the position of the Group and SAP SE, together with a description of the principal opportunities and risks associated with the expected development of the Group and SAP SE.

Walldorf, February 23, 2022

SAP SE

Walldorf, Germany

Executive Board of SAP SE

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Independent Auditor’s Report

For the consolidated financial statements and Group Management Report we have issued an unqualified auditor’s report. The English language text below is a translation of the independent auditor’s report.

To SAP SE, Walldorf

Report on the Audit of the Consolidated Financial Statements and of the Group Management Report

Opinions

We have audited the consolidated financial statements of SAP SE, Walldorf, and its subsidiaries (the Group), which comprise the consolidated statements of financial position as at December 31, 2021, consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the financial year from January 1 to December 31, 2021 and notes to the consolidated financial statements, including a summary of significant accounting policies.

In addition, we have audited the combined Group Management Report by the SAP Group and the Management Report of SAP SE, Walldorf (“Group Management Report”) for the financial year from January 1 to December 31, 2021. In accordance with German legal requirements, we have not audited the content of those components of the Group Management Report specified in the "Other Information" section of our auditor's report.

In our opinion, on the basis of the knowledge obtained in the audit,

Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the consolidated financial statements and of the Group Management Report.

Basis for the Opinions

We conducted our audit of the consolidated financial statements and of the Group Management Report in accordance with Section 317 HGB and the EU Audit Regulation No. 537/2014 (referred to subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW) as well as in supplementary compliance with the International Standards on Auditing (ISAs) and guidelines of the Public Company Accounting Oversight Board (United States). 

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Our responsibilities under those requirements, principles and standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report” section of our auditor’s report. We are independent of the group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the consolidated financial statements and on the Group Management Report.

Key Audit Matters in the Audit of Consolidated Financial Statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the financial year from January 1 to December 31, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Software license revenue recognition

Refer to note (A.1) – Revenue and Group Management Report, section Risk Management and Risks.

THE FINANCIAL STATEMENT RISK

In the financial year 2021 SAP generated revenue of EUR 27,842 million, of which EUR 14,660 million relate to revenues from sales of software licenses and support.

The evaluation of software licenses revenue recognition bears an inherent risk of errors as SAP´s software customer contracts are complex. SAP defined detailed policies, procedures and processes to manage the accounting for its customer contracts, which are also described in the notes. Applying them often requires significant judgments, in particular in the assessment of the following:

There is the financial statement risk that the recognition cut-off of software license revenue as at the balance sheet date is incorrect and that revenues are allocated incorrectly.

OUR AUDIT APPROACH

On software revenue recognition, we evaluated the compliance of SAP’s accounting policies with the IFRS Framework and IFRS 15.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the revenue process including controls related to the identification of economically interrelated contracts, separate performance obligations and allocation of the transaction price to the performance obligations in the contract.

For a sample of customer contracts, which were selected using a statistical approach, we:

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For the majority of software support revenue, we compared the actual support revenue with the support revenue that is expected based on last year’s support revenue, the loss rate of last year´s support contracts and the current year software sales that trigger additional support revenue.

OUR OBSERVATIONS

SAP has developed an adequate framework for determining the accounting treatment for its revenue. For the vast majority of the software arrangements entered into during 2021, it was clear which of SAP’s revenue recognition policies should be applied. Where there was room for interpretation, SAP’s judgment was balanced and appropriate.

Assessment of the Group’s uncertain tax treatments

Refer to note (C.5) – Income Taxes, and Group Management Report section Risk Management and Risks.

THE FINANCIAL STATEMENT RISK

SAP operates in multiple tax jurisdictions with complexities and uncertainties due to different interpretations of tax laws, such as those involving transfer pricing and intercompany transactions between SAP Group entities. The determination of provisions for tax uncertainties requires SAP to make judgments on tax issues and develop estimates regarding SAP’s exposure to tax risks. SAP regularly engages external experts to provide tax opinions to support their own risk assessment. The risk for the consolidated financial statements relates to the completeness, measurement and disclosure of the provision for uncertain tax treatments. As of December 31, 2021 SAP disclosed contingent liabilities relating to tax uncertainties of EUR 1,283 million.

OUR AUDIT APPROACH

We evaluated the design and tested the operating effectiveness of certain internal controls over the tax process including controls over the Group’s assessment of tax law and the process to estimate the related exposures. We assessed the competency, skills and objectivity of the external experts and evaluated the related expert opinions. We inquired of the Group’s tax department and inspected correspondence with the relevant tax authorities. We involved tax professionals with specialized skills and knowledge, who assisted in evaluating SAP´s conclusions over the estimate of tax uncertainties based on their knowledge and experience regarding the application of relevant legislation by tax authorities and courts.

Finally, we assessed whether the disclosures in the notes with respect to uncertain tax treatments are complete and appropriate.

OUR OBSERVATIONS

SAP’s judgments as to the amounts recognized as tax provisions for tax uncertainties as of December 31, 2021 are appropriate. The disclosures in the notes to the consolidated financial statements are complete and appropriate. 

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
	Stakeholders	Management Report	Statements IFRS	Sustainability	Information

Valuation of unlisted equity securities

Refer to note (D.6) – Equity Investments and note (F.2) – Fair Value Disclosures on Financial Instruments

THE FINANCIAL STATEMENT RISK

As of December 31, 2021, the Company holds unlisted equity securities with a carrying amount of EUR 4,871 million. These financial instruments are classified as equity securities at fair value through profit and loss and their valuations are based on significant unobservable inputs (Level 3 of the fair value hierarchy).

The measurement of fair value of such investments is complex and, with regard to the assumptions made, highly dependent on management's estimates and judgments. This applies particularly to selection of the appropriate valuation method and the determination of the significant unobservable inputs.

There is the risk for the consolidated financial statements that the valuations are not appropriate. There is also the risk that the related disclosures in the notes are not appropriate.

OUR AUDIT APPROACH

We evaluated the design and implementation and tested the operating effectiveness of certain internal controls over the Company’s investments process. This included controls related to selection of the valuation model and the relevance and reliability of the significant unobservable inputs. We also involved financial instrument valuation professionals with specialized skills and knowledge, who assisted in testing management’s ability to produce a fair value estimate compliant with IFRS 13 Fair Value Measurements for a selection of investments by (1) testing the appropriateness of the valuation method selected by comparing it to our expectation based on industry experience and knowledge of the investment, and (2) assessing the reliability and relevance of the significant unobservable inputs by comparing them to historical and market information.

Finally, we assessed whether the related disclosures in the notes regarding the determination of fair value are appropriate.

OUR OBSERVATIONS

The valuation method used for the valuation of unlisted equity securities is appropriate and in line with the accounting policies. The Company’s underlying assumptions and data are appropriate. The related disclosures in the notes are appropriate.

Other Information

The Executive Board and the Supervisory Board, respectively, of SAP SE is responsible for the other information. The other information comprises the following components of the Management Report, whose content was not audited:

The other information also includes the annual report on Form 20-F and remaining parts of the annual report.

The other information does not include the consolidated financial statements, group management report information and our auditor's report thereon.

Our opinions on the consolidated financial statements and on the Group Management Report do not cover the other information and consequently we do not express an opinion or any other form of assurance conclusion thereon. 

	SAP Integrated Report 2021
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In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

In addition, we were engaged to perform an independent assurance engagement on selected qualitative and quantitative sustainability disclosures of the integrated report 2021. In regard to the nature, extent and conclusions of this independent assurance engagement we refer to our Independence Assurance Report dated on February 23, 2022.

Responsibilities of the Executive Board and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report

The Executive Board of SAP SE is responsible for the preparation of the consolidated financial statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to Section 315e (1) HGB as well as IFRSs as adopted by the International Accounting Standards Board and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the Group. In addition, the Executive Board is responsible for such internal control as the Executive Board has determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Executive Board is responsible for assessing the Group’s ability to continue as a going concern. The Executive Board also has the responsibility for disclosing, as applicable, matters related to going concern. In addition, the Executive Board is responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the Executive Board is responsible for the preparation of the Group Management Report that, as a whole, provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with the German legal requirements and appropriately presents the opportunities and risks of future development. In addition, the Executive Board is responsible for such arrangements and measures (systems) as the Executive Board has considered necessary to enable the preparation of the Group Management Report that is in accordance with the applicable German legal requirements, the German Accounting Standards number 17 and 20 (GAS 17, GAS 20) and the IFRS Practice Statement Management Commentary and to be able to provide sufficient appropriate evidence for the assertions in the Group Management Report.

The Supervisory Board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements and of the Group Management Report.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Group Management Report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our opinions on the consolidated financial statements and on the Group Management Report. 

	SAP Integrated Report 2021
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Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) as well as in supplementary compliance with ISAs and guidelines of the Public Company Accounting Oversight Board (United States) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements and this Group Management Report.

We exercise professional judgment and maintain professional scepticism throughout the audit. We also:

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
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We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Supervisory Board with a statement that we have complied with relevant independence requirements and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable the related safeguards.

From the matters communicated with the Supervisory Board, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report, unless law or regulation precludes public disclosure about the matter.

Other Legal and Regulatory Requirements

Report on Internal Control over Financial Reporting in the Consolidated Financial Statements pursuant to PCAOB

Opinion on Internal Control over Financial Reporting in the Consolidated Financial Statements

We have audited the internal control over financial reporting in the consolidated financial statements of SAP SE, Walldorf, and its subsidiaries in place as at December 31, 2021. This control system is based on criteria set out in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, SAP maintained, in all material respects, effective internal control over financial reporting in the consolidated financial statements as at December 31, 2021 based on the criteria set out in the Internal Control – Integrated Framework (2013) issued by the COSO.

Executive Board’s and Supervisory Board’s Responsibility for the Internal Control over Financial Reporting in the Consolidated Financial Statements

SAP SE’s Executive Board is responsible for maintaining effective internal control over financial reporting in the consolidated financial statements and assessing its effectiveness, which is included in the Executive Board’s report on the internal control over consolidated financial reporting.

A company’s internal control over financial reporting in the consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting in the consolidated financial statements and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting in the consolidated financial statements includes policies and procedures to (1) ensure an accounting system that in reasonable detail accurately and fairly reflects the transactions and dispositions of the company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Supervisory Board is responsible for overseeing the Group’s internal control over financial reporting in the consolidated financial statements. 

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
	Stakeholders	Management Report	Statements IFRS	Sustainability	Information

Auditor’s Responsibility for the Internal Control over Financial Reporting in the Consolidated Financial Statements

Our responsibility is to express an opinion on the internal control over financial reporting in the consolidated financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether effective internal control over financial reporting in the consolidated financial statements was maintained in all material respects. Our audit of internal control over financial reporting in the consolidated financial statements included obtaining an understanding of internal control over financial reporting, assessing the risk of material deficiencies in internal control, testing and evaluating the design and operating effectiveness of internal control based on this assessment, and performing such other procedures as we considered necessary in the circumstances.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Report on the Assurance on the Electronic Rendering of the Consolidated Financial Statements and the Group Management Report Prepared for Publication Purposes in Accordance with Section 317 (3a) HGB

We have performed assurance work in accordance with Section 317 (3a) HGB to obtain reasonable assurance about whether the rendering of the consolidated financial statements and the group management report (hereinafter the “ESEF documents”) contained in the electronic file „sap-2021-12-31AR.zip“ (SHA256 hash value: 3121b1e38e2abffbffc947b3749e

19f70e106b19b514fedebc79853c98601bd2) made available and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format (“ESEF format”). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial statements and the group management report into the ESEF format and therefore relates neither to the information contained in these renderings nor to any other information contained in the file identified above.

In our opinion, the rendering of the consolidated financial statements and the group management report contained in the electronic file made available, identified above and prepared for publication purposes complies in all material respects with the requirements of Section 328 (1) HGB for the electronic reporting format. Beyond this assurance opinion and our audit opinion on the accompanying consolidated financial statements and the accompanying group management report for the financial year from January 1, 2021 to December 31, 2021 contained in the “Report on the Audit of the Consolidated Financial Statements and the Group Management Report” above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the file identified above.

We conducted our assurance work on the rendering of the consolidated financial statements and the group management report contained in the file made available and identified above in accordance with Section 317 (3a) HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering of Financial Statements and Management Reports Prepared for Publication Purposes in Accordance with Section 317 (3a) HGB (IDW AsS 410 (10.2021)). Our responsibility in accordance therewith is further described below. Our audit firm applies the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QS 1).

The company’s management is responsible for the preparation of the ESEF documents including the electronic rendering of the consolidated financial statements and the group management report in accordance with Section 328 (1) sentence 4 item 1 HGB and for the tagging of the consolidated financial statements in accordance with Section 328 (1) sentence 4 item 2 HGB.

In addition, the company’s management is responsible for such internal control that they have considered necessary to enable the preparation of ESEF documents that are free from material

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
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intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for the electronic reporting format.

The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as part of the financial reporting process.

Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. We exercise professional judgement and maintain professional scepticism throughout the assurance work. We also:

Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as group auditor at the annual general meeting on May 12, 2021. We were engaged by the Chairman of the Audit and Compliance Committee of the Supervisory Board of SAP SE on May 20, 2021, and this engagement was confirmed on October 6, 2021. We have been the group auditor of SAP SE without interruption since the financial year 2002.

We declare that the opinions expressed in this auditor’s report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

In addition to the financial statement audit, we have provided to group entities the following services that are not disclosed in the consolidated financial statements or in the Group Management Report:

We audited the financial statements of SAP SE and performed various financial statement audits at subsidiaries. Furthermore, other assurance services required by law or on a contractual basis were performed, including an assurance engagement on selected qualitative and quantitative sustainability disclosures of the Integrated Report 2021 and an EMIR assurance service pursuant to section 20 of German Securities Trading Act [WpHG] and service organization attestation procedures.

Other matter – Use of the Auditor´s Report

Our auditor´s report must always be read together with the audited consolidated financial statements and the audited group management report as well as the examined ESEF documents. The consolidated financial statements and group management report converted to the ESEF format – including the versions to be published in the German Federal Gazette [Bundesanzeiger] – are merely electronic renderings of the audited consolidated financial statements and the audited group management report and do not take their place. In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the examined ESEF documents made available in electronic form. 

	SAP Integrated Report 2021
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German Public Auditor Responsible for the Engagement

The German Public Auditor responsible for the engagement is Bodo Rackwitz.

Mannheim, February 23, 2022

KPMG AG

Wirtschaftsprüfungsgesellschaft

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
	Stakeholders	Management Report	Statements IFRS	Sustainability	Information

Limited Assurance Report of the Independent Auditor regarding the combined non-financial statement

To the Supervisory Board of SAP SE, Walldorf

We have performed an independent limited assurance engagement on the non-financial statement of SAP SE (further “Company” or “SAP”) and on the non-financial statement of the parent company that is combined with it, which are published in the Management Report, (further “combined non-financial statement”) for the period from January 1 to December 31, 2021.

Management’s Responsibility

The legal representatives of the Company are responsible for the preparation of the combined non-financial statement in accordance with §§ 315b, 315c in conjunction with 289b to 289e HGB and with Article 8 of REGULATION (EU) 2020/852 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of June 18, 2020 on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 (further „EU Taxonomy Regulation “) and the supplementing Delegated Acts as well as the interpretation of the wordings and terms contained in the EU Taxonomy Regulation and in the supplementing Delegated Acts by the Company as disclosed in Section “Sustainable Finance: EU Taxonomy Disclosures” of the combined non-financial statement.

This responsibility of the legal representatives includes the selection and application of appropriate methods to prepare the combined non-financial statement and the use of assumptions and estimates for individual disclosures which are reasonable under the given circumstances. Furthermore, the legal representatives are responsible for the internal controls they deem necessary for the preparation of the combined non-financial statement that is free of – intended or unintended – material misstatements.

The EU Taxonomy Regulation and the supplementing Delegated Acts contain wordings and terms that are still subject to substantial uncertainties regarding their interpretation and for which not all clarifications have been published yet. Therefore, the legal representatives have included a description of their interpretation in Section “Sustainable Finance: EU Taxonomy Disclosures” of the combined non-financial statement. They are responsible for its tenability. Due to the innate risk of diverging interpretations of vague legal concepts, the legal conformity of these interpretations is subject to uncertainty.

Practitioner’s Responsibility

It is our responsibility to express a conclusion on the combined non-financial statement based on our work performed within a limited assurance engagement.

We conducted our work in the form of a limited assurance engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information”, published by IAASB.

Accordingly, we have to plan and perform the assurance engagement in such a way that we obtain limited assurance as to whether any matters have come to our attention that cause us to believe that the combined non-financial statement of the Company for the period from January 1 to December 31, 2021 has not been prepared, in all material respects, in accordance with §§ 315b and 315c in 

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conjunction with 289b to 289e HGB and with the EU Taxonomy Regulation and the supplementing Delegated Acts as well as the interpretation of the wordings and terms contained in the EU Taxonomy Regulation and in the supplementing Delegated Acts by the legal representatives as disclosed in Section “Sustainable Finance: EU Taxonomy Disclosures” of the combined non-financial statement. We do not, however, issue a separate conclusion for each disclosure. As the assurance procedures performed in a limited assurance engagement are less comprehensive than in a reasonable assurance engagement, the level of assurance obtained is substantially lower. The choice of assurance procedures is subject to the auditor’s own judgement.

Within the scope of our engagement we performed, amongst others, the following procedures:

The legal representatives have to interpret vague legal concepts in order to be able to compile the relevant disclosures according to Article 8 of the EU Taxonomy Regulation. Due to the innate risk of diverging interpretations of vague legal concepts, the legal conformity of these interpretations and, correspondingly, our assurance thereof are subject to uncertainty.

In our opinion, we obtained sufficient and appropriate evidence for reaching a conclusion for the assurance engagement.

Independence and Quality Assurance on the Part of the Auditing Firm

In performing this engagement, we applied the legal provisions and professional pronouncements regarding independence and quality assurance, in particular the Professional Code for German Public Auditors and Chartered Accountants (in Germany) and the quality assurance standard of the German Institute of Public Auditors (Institut der Wirtschaftsprüfer, IDW) regarding quality assurance requirements in audit practice (IDW QS 1). 

	SAP Integrated Report 2021
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Conclusion

Based on the procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the combined non-financial statement of SAP SE for the period from January 1 to December 31, 2021 has not been prepared, in all material respects, in accordance with §§ 315b and 315c in conjunction with 289b to 289e HGB and with the EU Taxonomy Regulation and the supplementing Delegated Acts as well as the interpretation disclosed in Section “Sustainable Finance: EU Taxonomy Disclosures” of the combined separate non-financial statement.

Restriction of Use/General Engagement Terms

This assurance report is issued for purposes of the Supervisory Board of SAP SE, Walldorf only. We assume no responsibility with regard to any third parties.

Our assignment for the Supervisory Board of SAP SE, Walldorf, and professional liability as described above was governed by the General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (Allgemeine Auftragsbedingungen für Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften) in the version dated January 1, 2017 (https://www.kpmg.de/bescheinigungen/lib/aab_english.pdf). By reading and using the information contained in this assurance report, each recipient confirms notice of the provisions contained therein including the limitation of our liability as stipulated in No. 9 and accepts the validity of the General Engagement Terms with respect to us.

Mannheim, February 23, 2022

KPMG AG

Wirtschaftsprüfungsgesellschaft

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
	Stakeholders	Management Report	Statements IFRS	Sustainability	Information

Assurance Report of the Independent Auditor regarding Sustainability Information

To the Executive Board of SAP SE, Walldorf

We have performed an independent assurance engagement on selected qualitative and quantitative sustainability disclosures as well as on selected quantitative sustainability indicators included in the Integrated Report 2021 (further “Report”) for the business year from January 1 to December 31, 2021 of SAP SE, Walldorf (further “Company” or “SAP”).

For the selected quantitative sustainability indicators Business Health Culture Index; Employee Engagement Index; Employee Retention Rate; Ratio of Women in Management; Total Gross and Net Greenhouse Gas Emissions (Scope 1, Scope 2 and selected Scope 3 emissions including, for instance, business flights and employee commuting); Renewable Energy Certificates (Energy Attribute Certificates); Total Energy Consumption; and Customer Net Promoter Score, including the explanatory notes supplementing these indicators (further “sustainability indicators”), a reasonable assurance engagement was performed.

For selected qualitative and quantitative sustainability disclosures included in the “Combined Group Management Report” (sections: General Information About This Management Report; Human Rights and Labor Standards; Social Investments), as well as included in “Further Information on Economic, Environmental, and Social Performance” (sections: Materiality; Stakeholder Engagement; Sustainability Management; Sustainable Procurement; Waste and Water; Public Policy; Non-Financial Notes: Social Performance, and Non-Financial Notes: Environmental Performance; GRI Content Index and UN Global Compact Communication on Progress) (further “sustainability disclosures”) a limited assurance engagement was performed.

Selected sustainability disclosures included in the scope of our assurance engagement are marked in the GRI Content Index with the following symbol: „✓“.

Management’s Responsibility

The legal representatives of SAP are responsible for the preparation of the Report in accordance with the Reporting Criteria. SAP’s Report applies the principles and standard disclosures of the Global Reporting Initiative (GRI) Sustainability Reporting Standards, the Corporate Accounting and Reporting Standard, the Greenhouse Gas Protocol Scope 2 Guidance, and the Corporate Value Chain (Scope 3) Accounting and Reporting Standard of the Greenhouse Gas Protocol Initiative by the World Resources Institute and the World Business Council for Sustainable Development, in combination with internal guidelines, as described in the “Non-Financial Notes: Social Performance” and the “Non-Financial Notes: Environmental Performance” as Reporting Criteria (further: “Reporting Criteria”).

The responsibility includes the selection and application of appropriate methods to prepare the Report and the use of assumptions and estimates for individual qualitative and quantitative sustainability disclosures, which are reasonable under the circumstances. Furthermore, this responsibility includes designing, implementing and maintaining systems and processes relevant for the preparation of the Report in a way that is free of – intended or unintended – material misstatements. 

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
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Independence and Quality Assurance on the Part of the Auditing Firm

In performing this engagement, we applied the legal provisions and professional pronouncements regarding independence and quality assurance, in particular the Professional Code for German Public Auditors and Chartered Accountants (in Germany) and the quality assurance standard of the German Institute of Public Auditors (Institut der Wirtschaftsprüfer, IDW) regarding quality assurance requirements in audit practice (IDW QS 1).

Practitioner’s Responsibility

Our responsibility is to express a conclusion based on our work performed within the assurance engagement on the sustainability indicators and the sustainability disclosures described above.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information”, published by IAASB.

Accordingly, we have to comply with our professional duties and to plan and perform the assurance engagement in such a way that we, respecting the principle of materiality, reach our conclusion with a reasonable level of assurance on the above-mentioned sustainability indicators. The assurance of the sustainability indicators encompasses the performance of assurance procedures to obtain evidence for the information included in the Report. The choice of assurance procedures is subject to the auditor’s own judgement.

This standard requires that we plan and perform the assurance engagement to obtain limited assurance whether any matters have come to our attention that cause us to believe that the above-mentioned sustainability disclosures of the entity for the business year January 1 to December 31, 2021 have not been prepared, in all material respects, in accordance with the Reporting Criteria. We do not, however, issue a separate conclusion for each disclosure. As the assurance procedures performed in a limited assurance engagement are less comprehensive than in a reasonable assurance engagement, the level of assurance obtained is substantially lower. The choice of assurance procedures is subject to the auditor’s own judgement.

Within the scope of our engagement, we performed amongst others the following procedures when conducting the limited assurance:

In addition, we conducted the following procedures to obtain reasonable assurance: 

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In our opinion, we obtained sufficient and appropriate evidence for reaching a conclusion for the assurance engagement.

Conclusions

In our opinion the above-mentioned sustainability indicators in the Report, including the Non-Financial Notes supplementing these indicators, of SAP SE for the business year from January 1 to December 31, 2021 are presented, in all material respects, in accordance with the Reporting Criteria.

Based on the procedures performed and the evidence obtained for the limited assurance, nothing has come to our attention that causes us to believe that the above-mentioned sustainability disclosures of SAP SE for the business year from January 1 to December 31, 2021, published in the Report, are not prepared, in all material respects, in accordance with the Reporting Criteria.

Restriction of Use/Clause on General Engagement Terms

This assurance report is issued for purposes of the Executive Board of SAP SE, Walldorf, only. We assume no responsibility with regard to any third parties.

Our assignment for the Executive Board of SAP SE, Walldorf, and professional liability as described above was governed by the General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (Allgemeine Auftragsbedingungen für Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften) in the version dated January 1, 2017 (https://www.kpmg.de/bescheinigungen/lib/aab_english.pdf). By reading and using the information contained in this assurance report, each recipient confirms notice of the provisions contained therein (including the limitation of our liability as stipulated in No. 9) and accepts the validity of the General Engagement Terms with respect to us.

Mannheim, February 23, 2022

KPMG AG

Wirtschaftsprüfungsgesellschaft

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
	Stakeholders	Management Report	Statements IFRS	Sustainability	Information

Combined Group Management Report

	SAP Integrated Report 2021
	To Our	Combined Group	Consolidated Financial	Further Information on	Additional
	Stakeholders	Management Report	Statements IFRS	Sustainability	Information