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Announcement by SAP SE, Walldorf, pursuant to Sec. 62 para. 3 sent. 2 cl. 1 UmwG
– Notice of upcoming merger –
It is intended to merge emarsys interactive services GmbH (Local Court of Charlottenburg, HRB 118447) as the transferring company with SAP SE as the acquiring company by way of a simplified intra-group merger. The transfer of the assets of emarsys interactive services GmbH shall take effect internally as of January 1, 2026, at 12:00 a.m. (“Merger Effective Date”). From the Merger Effective Date until the time of the dissolution of emarsys interactive services GmbH pursuant to Sec. 20 para. 1 no. 2 UmwG, all acts and transactions of emarsys interactive services GmbH shall be deemed to have been conducted on behalf of SAP SE.SAP SE is the sole shareholder of emarsys interactive services GmbH as of the date relevant for the application of the group exemption provision under Sec. 62 UmwG, namely the filing of the merger with the respective commercial register and the respective date of registration. A merger resolution by the acquiring company SAP SE is not required pursuant to Sec. 62 para. 1 sent. 1 UmwG. Consequently, it is also not necessary to convene a general meeting of SAP SE to approve the merger. For the same reason, neither a merger report, a merger audit, nor a merger audit report is required, Sec. 8 para. 3 sent. 3 no. 1 lit. a), Sec. 9 para. 2, Sec. 12 para. 3, Sec. 60 UmwG.
