Announcement Of The Upcoming Merger Of Emarsys Interactive Services GmbH Into SAP SE

Announcement by SAP SE, Walldorf, in accordance with Section 62 Paragraph 3 Sentence 2 Hs. 1 UmwG

– Notice of impending merger –

It is intended to merge emarsys interactive services GmbH (Charlottenburg District Court, HRB 118447) as the transferring company into SAP SE as the acquiring company by way of a simplified group merger. The takeover of the assets of emarsys interactive services GmbH will take place internally with effect from January 1, 2026, 0:00 a.m. (“Merger effective date“). From the merger date until the date of extinction of emarsys interactive services GmbH in accordance with Section 20 Paragraph 1 No. 2 UmwG, all actions and transactions of emarsys interactive services GmbH are deemed to be carried out for the account of SAP SE.

SAP SE is the sole shareholder of emarsys interactive services GmbH at the relevant time for claiming the group relief provision of Section 62 UmwG, namely the registration of the merger in the respective commercial register and the respective entry date. A merger resolution by the acquiring SAP SE is not required in accordance with Section 62 Paragraph 1 Sentence 1 UmwG. It is therefore not necessary to call a general meeting of SAP SE to pass a resolution on the merger. For the same reason, there is no need for a merger report, a merger audit or a merger audit report, Section 8 Paragraph 3 Sentence 3 No. 1 Letter a), Section 9 Paragraph 2, Section 12 Paragraph 3, Section 60 UmwG.
The shareholders of SAP SE are informed of their right to request that a general meeting be called at which a decision will be made on the approval of the merger if the shares of the shareholders requesting this together reach one twentieth of the share capital of SAP SE (Section 62 Paragraph 2 Sentence 1, Paragraph 3 Sentence 3 UmwG).
A resolution of the shareholders' meeting of emarsys interactive services GmbH on the approval of the merger agreement with SAP SE is unnecessary, since at the time relevant for the use of the group relief provision of Section 62 UmwG, namely the registration of the merger in the respective commercial register and the respective entry date, the entire share capital of emarsys interactive services GmbH is in the hands of SAP SE, Section 62 Paragraph 4 Sentence. 1 UmwG.
As of the date of this announcement, the following documents are accessible:
1. The Draft of the merger agreement between SAP SE and emarsys interactive services GmbH.
2. The annual financial statements and, if available, the management reports of the legal entities involved in the merger for the last three financial years:
  SAP SE accounting 2023 according to HGB
  Accounting 2024 of SAP SE according to HGB
  Accounting 2025 of SAP SE according to HGB
  Annual financial statements of emarsys interactive services GmbH 2022
  Annual financial statements of emarsys interactive services GmbH 2023
  Annual financial statements of emarsys interactive services GmbH 2024