[Convenience translation - only German version is binding]
SAP SE AGREEMENT ON THE INVOLVEMENT OF EMPLOYEES IN SAP SEUpon proposal of the Executive Board and the Supervisory Board, the 2014 annual general meeting of SAP AG resolved the transformation of SAP AG into a European Company (Societas Europaea, SE). The conversion became effective upon registration in the Commercial Register on July 7, 2014.
The legal form of an SE in particular accounts for the international character of SAP's business. As a legal form based on European law, the SE promotes the establishment of an open and international corporate culture. Accordingly, all employees in the member states of the European Union ("EU") and in the contract states of the European Economic Area ("EEA") are also represented on the Supervisory Board of SAP SE.
With this in mind, and on the basis of both the Council Directive 2001/86/EC supplementing the Statute for a European company with regard to the involvement of employees (Directive 2001/86/EC of 8 October 2001) and the Act on the Involvement of Employees in a European Company (Gesetz über die Beteiligung der Arbeitnehmer in einer Europäischen Gesellschaft - "SEBG"), the Executive Board of SAP AG and the Special Negotiating Body ("SNB") entered into an agreement on the involvement of employees in SAP SE ("SAP SE") on March 10, 2014 (this agreement referred to as the "Agreement").
To align the Agreement with the decisions of the German Federal Labor Court in case no. 1 ABR 43/18 and of the European Court of Justice in case no. C-677/20, and to allow for further amendments, the Executive Board and the SE Works Council established under this Agreement have revised Parts II and III of this Agreement in February 2026.
Part I: SE Works Council-
Establishment, Scope and Competence
Establishment of an SE Works Council and Scope
To ensure the right to information and consultation of the employees employed within the Scope of this Agreement at SAP SE, its subsidiaries with registered office within the Scope of this Agreement, and the establishments of SAP SE and its subsidiaries located within the scope of this Agreement ("SAP Employees"), an SE Works Council is to be established at the SAP SE headquarters. Information and consultation shall be the responsibility of the central Management of SAP SE.
For the purpose of this Agreement, subsidiaries shall mean all companies in which SAP SE directly or indirectly holds the majority of voting rights and the companies that are fully consolidated by SAP SE ("Subsidiaries"; SAP SE and its Subsidiaries together the "SAP Group").
"Scope of this Agreement" shall mean the territory of the member states of the EU and of the contract states of the EEA (such member states and contract states each referred to individually as the "Country" or jointly as the "Countries").
The SE Works Council may invite SAP employees from outside the Scope of this Agreement as guests, attending virtually.
"Central Management" of SAP SE shall mean the Executive Board of SAP SE or the management level within SAP Group that is in charge of or entrusted with a matter and its respective representatives.
Competence
Subject to the provisions following hereinafter, the SE Works Council shall be competent for the involvement of SAP Employees in matters which affect at least two Countries within the Scope of this Agreement ("Transnational Matters").
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Composition, Membership and Allocation of Seats
Composition
Each Country within the Scope of this Agreement in which the SAP Group employs employees shall be represented on the SE Works Council by one member.
In case a Country has less than 10 employees, it may request to be represented on the SE Works Council by another Country. Whenever a Country represents another Country the numbers of the represented employees are added to the representing Country. The number of employees is taken into account when calculating the number of seats for the representing Country. The vote of the represented Country is not allocated to the representing Country.
Further regulations regarding the representation by another Country shall be laid down in Annex 2.
For each share of employees in one Country which accounts for 10% of the total number of SAP Employees within the Scope of this Agreement, one additional member from such Country shall be elected or appointed as a member of the SE Works Council.
For this purpose, the number of SAP Employees as at the end of the calendar quarter preceding the commencement of the elections to the SE Works Council is decisive.
The Central Management shall request every Country to appoint members to the SE Works Council. To this end, a member of the Executive Board shall draft a communication together with the Chairperson of the SNB/SE Works Council which shall be sent to Countries determined by the SNB/SE Works Council.
These rules shall apply mutatis mutandis, if Countries join the EU or the EEA. These Countries shall be entitled to appoint representatives to the SE Works Council pursuant to the provisions of this Agreement.
In case of a mutual agreement between the Central Management and the SE Works Council, other Countries outside the Scope of this Agreement may be entitled to elect or appoint representatives to the SE Works Council.
Review of the Composition
Every two years after the entry into effect of this Agreement or in case of acquisitions or disposals, the Central Management of SAP SE shall review whether changes have occurred in the number of SAP Employees in the Countries within the Scope of this Agreement as at the end of the calendar quarter preceding the review and shall inform the Select Committee (Part I Clause 5) of the result of such review. If, according to the result of this review, a different composition of the SE Works Council is required, the Select Committee shall initiate re-elections or re-appointments, for the remaining term of office of the SE Works Council, of all SE Works Council members from the Countries where the number of SE Works Council Members is to be adjusted.
Any elections and appointments required in connection with the adjustment of the composition of the SE Works Council shall be completed before the next Q3 Meeting pursuant to Part I Clause 3.2.
The office of the newly elected or appointed members of the SE Works Council shall commence at the beginning of the first meeting following the re-election or re-appointment and, at the same time, the office of the previous members from the Countries in which adjustment related re-elections or re-appointments were made terminate; the office of the newly elected or newly appointed members of the SE Works Council shall expire upon the end of the SE Works Council's regular term of office (Part I Clause 2.6).
Appointment or Election of Members of the SE Works Council, Communication
Only SAP Employees are eligible to be members of the SE Works Council. The election or appointment of members of the SE Works Council is subject to the respective provisions of the Countries for which they are elected or appointed.
If there are no national provisions regulating SE Works Council elections or appointments, the same rules as for the SNB elections apply.
The elections and appointments to the first SE Works Council shall be initiated by the Executive Board of SAP SE directly after entry into effect of this Agreement; the Select Committee shall be responsible for initiating the elections and appointments to subsequent SE Works Councils.
The Executive Board of SAP SE shall be informed in writing and without undue delay of the names of the members appointed or elected to the SE Works Council.
The Executive Board of SAP SE shall publish the election results for the SE Works Council.
The SAP SE Executive Board is required to notify the local managements of the names and legal status of the elected members and substitute members.
The Allocation of Seats on the first SE Works Council
Based on Part I Clause 2.1, the allocation of seats on the first SE Works Council is as set out in Annex 1.
Substitute Members
For each member, a substitute member shall be determined in accordance with Part I Clause 2.3. If a member of the SE Works Council is prevented from attending a meeting, the respective substitute member shall be invited.
Term of Office of the SE Works Council
The SE Works Council shall be elected for four years. The term of office commences on the day of the constitutive meeting of the respective SE Works Council. The term of office of the SE Works Council expires only upon the day of the constitutive meeting of the new SE Works Council. Re-appointments and re-elections of the members of the SE Works Council are permitted.
Notwithstanding any other cases provided for in this Agreement and by law, the office of an SE Works Council member ends prematurely
upon resignation;
upon the SE Works Council member leaving the SAP Group or upon the company leaving the SAP Group with which the employment relation of the SE Works Council member exists;
upon assuming a permanent position in another Country.
The substitute member elected or appointed for the SE Works Council member prematurely losing office shall replace such SE Works Council member for the remaining period of office of the SE Works Council, unless the loss of office is due to an adjustment of the composition of the SE Works Council pursuant to Part I Clause 2.2.
If an SE Works Council member is with its agreement temporarily transferred to a Country outside the Scope of this Agreement, its elected or appointed substitute member shall replace it for the term of the transfer. This applies also if the SE Works Council member is with his/ her consent temporarily reallocated to a Country within the Scope of this Agreement, provided he/ she declares in text form vis-à-vis the SE Works Council's Chairperson not to be able to perform his/her office for the term of the reallocation. To the extent that mandatory national law conflicts with these regulations, national law shall remain unaffected.
Challenging the Appointment or Election, Assertion of Nullity
The appointment or election of a member or substitute member of the SE Works Council may be challenged if material provisions on the appointment or election of members of the SE Works Council have been violated and such violation has not been remedied, unless such violation could not possibly have changed or influenced the results of the election or appointment.
Eligibility to challenge is limited to:
the employees' representative bodies represented in the election or appointment committee;
in the case of direct vote, at least three employees eligible to vote;
the nominating unions;
the SE Works Council; and
the Executive Board of SAP SE.
Any action must be brought within one month from the publication of the result of the election or appointment pursuant to Part I, Clause 2.3. There shall be no term for the assertion of invalidity. The Labor Court in Mannheim shall have exclusive jurisdiction.
SAP SE shall bear all associated costs.
Removal from Office
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Establishment, Scope and Competence
The Executive Board of SAP SE or the SE Works Council may apply for the exclusion of a member from the SE Works Council because of a serious breach of his or her duties as a member of SE Works Council to Mannheim Labor Court. The membership shall end upon the legally valid notice of the exclusion of the member by the competent Labor Court. SAP SE shall bear all associated costs.