Information About Upcoming Merger of SAP Portals Europe GmbH into SAP SE

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Information About Upcoming Merger of SAP Portals Europe GmbH into SAP SE

SAP SE
Walldorf
Publication of SAP SE, Walldorf,
pursuant to Sec. 62 para. 3 sent. 2 half sent. 1 UmwG
– Information about upcoming merger –

  1. It is intended to merge SAP Portals Europe GmbH (local court of Mannheim, HRB 351835) as transferring company in the course of a simplified group merger into SAP SE as acquiring company. Therefore, the assets of SAP Portals Europe GmbH in its entirety together with all rights and obligations are transferred with effectiveness as of 31 December 2022, 24:00 p.m. to SAP SE.
    As of 1 January 2023, 0:00 a.m. (“effective merger date”), to the date of the expiry of SAP Portals Europe GmbH pursuant to Sec. 20 para. 1 No.2 UmwG all acts and businesses undertaken by SAP Portals Europe GmbH shall be deemed to have been undertaken for the account of SAP SE.
    SAP SE is the sole shareholder of SAP Portals Europe GmbH. A merger resolution of the acquiring company SAP SE is not necessary pursuant to Sec. 62 para. 1 UmwG.
  2. The stakeholders of SAP SE with a combined holding of one-twentieth of the share capital of the company are herewith advised of their right to request the convention of a general meeting to decide on the approval of the merger (Sec. 62 para. 2 sent. 1, para. 3 sent. 3 UmwG).
  3. As of the date of this announcement, the following documents can be assessed by the links below:
    1. The draft merger agreement between SAP SE and SAP Portals Europe
    2. The annual financial statements and, where required, the annual reports of the companies who are parties to the merger for the fiscal years 2020, 2021, 2022:
      2020 SAP SE Statutory Financial Statements and Review of Operations (HGB)
      2021 SAP SE Statutory Financial Statements and Review of Operations (HGB)
      2022 SAP SE Statutory Financial Statements and Review of Operations (HGB)
      2020 SAP Portals Europe GmbH Financial Statements
      2021 SAP Portals Europe GmbH Financial Statements
      2022 SAP Portals Europe GmbH Financial Statements

SAP SE, June 30, 2023

The Board of Directors

Original Article:
https://news.sap.com/2023/06/information-about-upcoming-merger-of-sap-portals-europe-gmbh-into-sap-se/