Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SAP SE

(Exact name of registrant as specified in its charter)

	Federal Republic of Germany	Not Applicable
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

(Address of principal executive offices; Zip Code)

Move SAP Plan

(Full title of plan)

Wendy Boufford

c/o SAP Labs LLC

3410 Hillview Avenue

Palo Alto, CA 94304

(Tel) 1-650-849-4000

(Name, address and telephone number, including area code, of agent for service)

Copy to:

A. Peter Harwich

Latham & Watkins LLP

885 Third Avenue

New York, NY 10020

(212) 906-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer x	Accelerated filer ¨
	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I will be sent to or given by the Registrant to each recipient of an award under the Plan as specified by Rule 428(b)(1) under the Securities Act. In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated by reference herein and shall be deemed to be part hereof:

(a)

The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Commission on March 3, 2022;

(b)

All other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” since December 31, 2021, including any reports on Form 6-K, including without limitation the Registrant’s reports on Form 6-K, furnished to the Commission on January 14, 2022, January 28, 2022 and February 24, 2022; and

(c)

The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8- A, filed with the Commission on May 3, 2001, including any amendment or report filed for the purpose of updating such description.

All documents filed with or furnished to the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including any Annual Report on Form 20-F, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date such reports are filed.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the Ordinary Shares to be transferred under the Plan has been passed upon for the Registrant by Jochen Scholten, General Counsel of SAP SE. Mr. Scholten is a full-time employee of the Registrant. Mr. Scholten currently beneficially owns less than 0.001% of the Registrant’s outstanding Ordinary Shares.

Item 6. Indemnification of Directors and Officers.

A Societas Europaea with registered seat in Germany may only indemnify members of its Executive Board or its Supervisory Board in limited circumstances. A Societas Europaea with registered seat in Germany may purchase directors’ and officers’ insurance. The Registrant maintains liability insurance for members of its Executive Board and members of its Supervisory Board in connection with their activities on the Registrant’s behalf, including against liabilities under the Securities Act and the Exchange Act. With the exception of this liability insurance, there are no statutes, charters, provisions, by-laws, contracts or other arrangements under which any director or officer of the Registrant is insured or indemnified in any manner against liability which he or she may incur in his capacity as such.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits

	Exhibit	Description
	4.1	Articles of Incorporation (Satzung) of SAP SE, effective as of May 12, 2021 (English Translation).⁽¹⁾
	4.2	Move SAP Plan.
	5.1	Opinion of Jochen Scholten of the Registrant’s Corporate Legal Department as to the legality of the Ordinary Shares covered by this Registration Statement.
	23.1	Consent of Jochen Scholten (included in Exhibit 5.1).
	23.2	Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm
	107	Filing Fee Table

(1) Incorporated by reference to Exhibit 1 to SAP SE’s Annual Report on Form 20-F filed with the SEC on March 3, 2022.

Item 9. Undertakings

(a)

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on March 8, 2022.

		SAP SE
		(Registrant)

		By:	/s/ Christian Klein
			Christian Klein
			Chief Executive Officer

		By:	/s/ Luka Mucic
			Luka Mucic
			Chief Financial Officer

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christian Klein and Luka Mucic, and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all subsequent registration statements pursuant to Instruction E of Form S-8 under the Securities Act, and any and all amendments (including post-effective amendments) to this Registration Statement or any such subsequent registration statement, and to file such subsequent registration statements and such amendments with all exhibits thereto and other documents in connection therewith with the Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date

/s/ Christian Klein	Chief Executive Officer and Member of the Executive Board	March 8, 2022
Christian Klein	(principal executive officer)

/s/ Luka Mucic	Chief Financial Officer and Member of the Executive Board	March 8, 2022
Luka Mucic	(principal financial and accounting officer)

/s/ Sabine Bendiek	Member of the Executive Board	March 8, 2022
Sabine Bendiek

/s/ Juergen Mueller	Member of the Executive Board	March 8, 2022
Juergen Mueller

/s/ Thomas Saueressig	Member of the Executive Board	March 8, 2022
Thomas Saueressig

/s/ Julia White	Member of the Executive Board	March 8, 2022


/s/ Wendy Boufford	Authorized U.S. Representative	March 8, 2022
Wendy Boufford

Exhibit 4.2

Move

SAP

Plan

Rules

Rules of the “Move SAP” Plan

Version as of March 02, 2022

Amended by the Executive Board on March 04, 2022

MOVE SAP

Contents

1 PURPOSE	1

2 DEFINITIONS AND INTERPRETATION	1

3 GRANT OF AWARDS	7

4 VESTING SCHEDULE	8

5 PERFORMANCE-BASED AWARDS	8

6 RESTRICTIONS ON TRANSFER	9

7 VESTING	9

8 SETTLEMENT	9

8A CASH EQUIVALENT	10

8B TAXATION AND REGULATORY ISSUES	10

9 CESSATION OF EMPLOYMENT	11

10 TRANSFER OR ASSIGNMENT OF PARTICIPANTS WITHIN THE GROUP	12

11 CORPORATE EVENTS	13

12 ADJUSTMENTS	14

13 AMENDMENTS	14

14 LEGAL ENTITLEMENT	15

15 GENERAL	15

PURPOSE

The Plan is intended to provide the Company and its majority-owned or directly and/ or indirectly controlled subsidiaries with the ability to attract and retain selected employees with market-competitive equity compensation awards, subject to the terms and conditions set forth below (the “Plan Rules”). Awards made under the Plan will give Participants the opportunity to receive SAP SE shares or the alternative cash equivalent linked to the value of SAP SE shares.

DEFINITIONS AND INTERPRETATION

2.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

“Award”

a conditional right to acquire Shares, granted in consideration of an Eligible Employee’s services, and determined by reference to a certain number of restricted stock units (“RSUs”) and/or performance share units (“PSUs”) in accordance with the Plan Rules and the Grant Letter;

“Cash Value”

the value of an Award in cash determined by the Executive Board at the Grant Date;

MOVE SAP

“Closed Period”

any of the following periods:

between the fifteenth day of the last month of a fiscal quarter and the day on which the Company announces the provisional results for that quarter (inclusive) being the blackout periods as defined in the SAP Code of Business Conduct and the SAP Insider Policy,

between the day the Company publishes in one of the journals recognized by the Frankfurt Stock Exchange for that purpose a subscription offer for new Shares or bonds with conversion or subscription rights for Shares, until the last day of the subscription term, inclusively;

“Company”

SAP SE;

“Control”

i. direct or indirect legal or beneficial ownership of, in the aggregate, more than 50% of the Shares or voting rights in the Company, or the ability to otherwise exercise a dominating influence over the Company within the meaning of § 17 of the German Stock Corporation Act; or

ii. in the event of a public tender offer for Shares in the Company, circumstances where (A) the Shares already in the control of the offeror and the Shares which have already been tendered carry, at any point in time during the tender offer, in the aggregate more than 50% of the voting rights in the Company, and (B) the offer becomes unconditional;

MOVE SAP

“Divestiture”

the sale, transfer, or disposition of the ownership of assets or a group of assets, shares of one or more Subsidiaries, or a combination of assets and shares of one or more Subsidiaries, in a single transaction or series of transactions; provided that the Executive Board of the Company has determined that (i) such transaction or series of transactions constitutes the sale of all or substantially all of the assets and/or shares of a Subsidiary or business unit of the Company and (ii) after which the stockholders of the Company immediately prior to such transaction or series of transactions hold no more than 25 % of the voting power of all classes of shares of the entity or group to which the business unit was sold, transferred or disposed of, directly or indirectly, immediately after such transaction or series of transactions. For the avoidance of doubt, the sale, transfer of disposition of shares of a Subsidiary in a public offering, share dividend or distribution, share split, or any other similar capital adjustment and the subsequent sale, transfer or disposition of the Company’s majority interest in that Subsidiary to one or more third parties shall not constitute a Divestiture unless otherwise determined by the Executive Board of the Company.

“Eligible Employee”

an employee of the Company or any of its Subsidiaries (excluding a member of the Executive Board) who satisfies any such eligibility criteria imposed in respect of a particular grant of Awards as determined by the Executive Board;

“Employing Company”

the Group Company which employs the Eligible Employee;

“Executive Board”

the Executive Board (Vorstand) of the Company;

“Fractional RSUs/PSUs”

a fraction of an RSU/PSU rounded down to the nearest four decimal places (and “Fractional RSU” and “Fractional PSU” shall be construed accordingly);

MOVE SAP

“Fractional Share”

a fraction of a Share rounded down to the nearest four decimal places corresponding to the equivalent Fractional RSU or Fractional PSU;

“Grant Date”

the date on which the Executive Board decides on the grant of Awards pursuant to Section 3;

“Grant Letter”

the letter, to a Participant, which includes details of the Award;

“Group”

the Company together with its Subsidiaries;

“Group Company”

each of the Company and its Subsidiaries;

“Hasso Plattner Founders’ Award”

the highest employee recognition award at SAP;

“Market Value”

the average, calculated to two decimal places, of the closing price of the Shares on the XETRA trading system (or any successor system) over the five Trading Days ending on the Trading Day immediately before the Grant Date, or the relevant Vesting Date (as applicable);

“Participant”

any person who holds an Award granted under this Plan;

“Performance Criteria”

one or more quantifiable key performance indicator(s) (KPI) defined to measure the performance achievement for performance-based Awards granted under this Plan, as set out in the Grant Letter;

MOVE SAP

“Performance Period”

the period over which the Performance Criteria are measured, as determined by the Executive Board in accordance with Section 5;

“Plan”

the “Move SAP” Plan in its present form or as from time to time amended;

“Plan Administrator”

has the meaning given in Section 15.3;

“RSU”/“PSU”

respectively, a Restricted Stock Unit and a Performance Share Unit, being the calculation unit in which Awards are denominated; the number of RSUs/PSUs that an Award comprises on the Grant Date is shown in the Grant Letter and is calculated by dividing the Award’s Cash Value on the Grant Date by the Market Value of one Share on the Grant Date; and where the calculation (rounded down to the nearest four decimal places) produces any fractional entitlements, the Award will include Fractional RSUs/PSUs;

“Share”

a share in the capital of the Company listed on the Frankfurt Stock Exchange under ISIN DE 000 7 164 600;

“Subsidiary”

any entity which is directly or indirectly controlled or majority-owned by the Company;

“Successor”

has the meaning given in Section 11.1.2;

“Tax Liability”

any tax or social security contributions liability in connection with an Award for which the Participant is liable and for which any Group Company or former Group Company is obliged to account to any relevant authority;

MOVE SAP

“Trading Day”

any day on which the Frankfurt Stock Exchange is open for business;

“Vest”

the point in time at which a Participant becomes unconditionally entitled to receive Shares in respect of his Award (subject to Section 8A) in accordance with the Plan Rules;

and the terms “Vesting”, “Vested” and “Unvested” will be construed accordingly;

“Vesting Schedule”

the date or dates (each being a “Vesting Date”), determined in accordance with Section 4 and set out in the Grant Letter, on which a Participant’s Award Vests in respect of some or all of the RSUs/PSUs to which it relates; if a foreign exchange rate is not available on the Vesting Date then the last available foreign exchange rate is applicable.

MOVE SAP

2.2

References in the Plan to:

2.2.1

any statutory provisions are to those provisions as amended or re-enacted from time to time;

2.2.2

the singular include the plural and vice versa; and

2.2.3

the masculine include the feminine and vice versa.

2.3

Headings are for convenience only and do not form part of the Plan.

GRANT OF AWARDS

3.1 Subject to Section 3.2, the Employing Company may grant an Award to an Eligible Employee based on the determinations of the Executive Board pursuant to Section 3.4 and subject to the Plan Rules. Participants will receive a Grant Letter from the Employing Company. Notwithstanding the foregoing, Participants will receive their Grant Letter from the Company in case this is necessary or appropriate in order to meet country-specific requirements, in particular regarding any registration procedures or any other reasons.

3.2 For the Hasso Plattner Founders’ Award, Eligible Employees of participating Group Companies receive their Grant Letter from the Company.

3.3 An Award may only be granted outside of a Closed Period.

3.4 The Executive Board will determine the Participants to be granted an Award, based on recommendations provided by the relevant Employing Company, and the terms of the Award including:

i) the number of RSUs/PSUs (which may include Fractional RSUs/PSUs) to which the Award relates at the Grant Date and the Cash Value of the Award at the Grant Date and; ii) the Market Value used to determine such number of RSUs/PSUs;

iii) the Vesting Schedule in accordance with Section 4; iv) the Performance Criteria, where applicable, in accordance with Section 5; and (v) whether the Award should be settled in cash in accordance with Section 8A, and as soon as practicable after the Grant Date, each Participant will be issued a Grant Letter setting out the key terms of their Award. Eligible Employees who do not wish to accept the Award will have four (4) weeks starting with the receipt of the Grant Letter to reject the Award; if a rejection is not registered within the four-week time period, the Award will be deemed to have been accepted. If a Participant failed to comply with all onboarding requirements pursuant to Section 15.3 s. 5-6 and 15.4 s. 3 s. until the last day of the month before the first vesting event, the Executive Board may remove the Participant from the Plan in accordance with Section 15.3 s. 7.

MOVE SAP

VESTING SCHEDULE

The Executive Board will determine the Vesting Schedule that applies to an Award provided that any Vesting Date must be at least six (6) months after the Grant Date, such that an Award will Vest:

4.1 in respect of all RSUs/PSUs to which it relates on a single Vesting Date (“Cliff Vesting”); or

4.2 in respect of a certain number of RSUs/PSUs or percentage of the Award to which it relates on a number of Vesting Dates in such proportions and at such frequency as determined by the Executive Board (“Tranche Vesting”).

PERFORMANCE-BASED AWARDS

5.1 In case the Award is subject to one or more Performance Criteria, the number of PSUs under the Award on the Grant Date can vary from the number of PSUs at Vesting subject to the fulfilment and/or level of achievement of the Performance Criteria. The fulfilment and/or level of achievement of the Performance Criteria will be determined by the Executive Board at the end of the defined Performance Period.

5.2 The number of PSUs at Vesting for performance-based Awards will be calculated based on the fulfilment and/or level of achievement of the Performance Criteria and rounded down to the nearest four decimal places.

MOVE SAP

5.3 The method of calculation of the PSUs at Vesting for performance-based Awards will be set out in the Grant Letter and where the calculation produces fractional entitlements, Fractional PSUs will be included.

RESTRICTIONS ON TRANSFER

6.1 An Award cannot be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant’s death, subject to Section 6.2 below).

6.2 In the case of a Participant’s death, the Award will pass to the Participant’s heirs or legatees and will Vest in full at the next possible quarterly Vesting Date following the date of death. Following Vesting, any Shares due will be transferred to the Participant’s heirs or legatees in accordance with Section 8, subject to Section 8A. Where Section 8A is applicable, any cash payment due will be calculated and paid in accordance with Section 8A, provided that at the free election of the Employing Company, the payment will either be transferred to the Participant’s last known salary account or held in trust until the end of applicable statute of limitation period.

VESTING

Subject to Sections 6.2, 9 and 11, an Award will Vest in accordance with the Vesting Schedule, provided the Participant remains an employee of a Group Company at least until and including Vesting Date.

SETTLEMENT

8.1 The number of Shares (including Fractional Shares) in respect of which the Award Vests will be issued or transferred (as applicable) to the Participant within 30 days following the Vesting Date.

8.2 A Participant may sell or transfer to a private securities account some or all of their Shares (but not any Fractional Shares) at any time and subject to the terms and conditions of the Plan Administrator.

MOVE SAP

8.3 A Participant may dispose of their Fractional Shares by requesting a cash payment equal in value to any Fractional Shares held on the Participant’s behalf by the Plan Administrator. Such payment will be made to the Participant within 90 days of receipt of the request.

CASH EQUIVALENT

8A.1 At any time prior to or on the Vesting Date, the Executive Board may determine that the Award will not be settled in Shares, but the Participant will instead receive a cash amount equal in value to the number of RSUs/PSUs (including Fractional RSUs/PSUs) in respect of which the Award vests.

8A.2 Where Section 8A.1 applies the cash amount payable to a Participant in respect of a Vested Award will be calculated by multiplying the Market Value of a Share at the Vesting Date by the number of RSUs/PSUs in respect of which the Award Vests. Where the calculation produces fractional entitlements, the Award will be treated as Vesting over Fractional RSUs/PSUs.

8A.3 Payments will be made to Participants in the same currency in which they receive salary (“Local Currency”). Where the Local Currency is not Euros, the Euro amount calculated pursuant to Section 8A.2 will be converted to Local Currency using the European Central Bank Euro foreign exchange reference rate on the Vesting Date. If there is no foreign exchange reference rate available on the Vesting Date, the last available exchange rate shall be used.

8A.4 The amount calculated in accordance with Section 8A.2 will be paid by the relevant Employing Company in the next possible payroll run after Vesting, and by no later than the month following the Vesting Date. All payments hereunder will be subject to the deduction of any applicable Tax Liability in accordance with Section 8B.

MOVE SAP

TAXATION AND REGULATORY ISSUES

8B.1 A Participant will be responsible for and indemnifies each relevant Group Company against any Tax Liability relating to his Award. Any Group Company, or the Plan Administrator (on behalf of a Group Company) may withhold an amount equal to such Tax Liability from payments to be made under the Plan and/or from any other amounts due to the Participant (to the extent such withholding is lawful) and/or will make any other arrangements as it considers – in its own discretion - appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of a sufficient number of the Participant´s Shares to realise an amount to settle the Tax Liability as determined by the relevant Group Company or the Plan Administrator (on behalf of a Group Company). Participants will also be responsible for all taxes and social security liabilities which they are obliged to account for directly to any tax authority in any jurisdiction in connection with the Plan.

8B.2 The Company and the Participants are obliged to comply with any applicable laws and regulations on insider dealing and any Company insider policies.

CESSATION OF EMPLOYMENT

9.1 If a Participant ceases to be employed by a Group Company, his Vested Awards will not be affected, and other than in the case of death (Section 6.2), his Unvested Awards will be treated in accordance with Section 9.

9.2 If a Participant ceases to be employed by a Group Company due to (i) operational reasons (meaning reasons related to the relevant Employing Company’s business operations, regardless of the Participant’s individual performance); (ii) retirement; or (iii) permanent disability, his Unvested Awards will be accelerated and Vest in full at the next possible quarterly Vesting Date after the date of cessation of employment and the number of Shares in respect of which the Award Vests will be calculated and such Shares shall be issued or transferred (as applicable) to the Participant in accordance with Section 8 or, if Section 8A applies, a cash payment will be made to the Participant. In case of a performance-based Award, if a Participant ceases to be employed before completion of the relevant Performance Period, the number of PSUs subject to accelerated Vesting pursuant to this Section 9.2 will be calculated based on the level of achievement of the Performance Criteria at 100%.

MOVE SAP

9.3  If a Participant ceases to be employed by a Group Company due to (i) termination by the Employing Company; or (ii) termination by the Participant; or (iii) by mutual agreement due to reasons other than urgent business operation requirements; or (iv) by expiration of a limited contract; or (v) during a probationary period defined per law or employment contract, provided that termination does not fall under reasons set forth in Section 9.2, his Unvested Awards will forfeit upon expiry of the date of cessation of employment.

9.4 If a Participant has acquired Shares following Vesting of an Award and thereafter ceases to be employed by any Group Member (including in circumstances where a Participant’s employer ceases to be a Subsidiary of the Company) such Participant must sell all of his Shares (including Fractional Shares) or transfer such Shares to a personal brokerage account within 3 months after cessation of employment.

9.5 For the purposes of the Plan, no Participant shall be treated as ceasing to hold employment with a Group Company until that Participant no longer holds:

9.5.1 an office or employment with any Group Company; or

9.5.2 a right to return to work,

and provided that termination of employment with one Group Company followed by immediate employment by another Group Company shall not constitute cessation of employment.

TRANSFER OR ASSIGNMENT OF PARTICIPANTS WITHIN THE GROUP

10.1 If before the expiry of the Vesting Schedule applicable to an Award a Participant’s employment transfers from one Group Company to another Group Company, any obligation to make any payments due under the Plan shall be split between the relevant Group Companies. The split shall be pro-rata to the period of time for which the Participant was employed by or working for each of the Group Companies concerned during the Vesting Schedule or, in the case of Tranche Vesting, the relevant part of the Vesting Schedule. If a Participant works temporarily for a Group Company that is not his employer, the obligation to make any payments due under the Plan shall remain with the employing Company.

10.2 Section 8B shall apply mutatis mutandis with regards to each of the relevant Group Companies.

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CORPORATE EVENTS

11.1 If:

11.1.1 a person or persons acting in concert (such person or persons not being a Subsidiary or Subsidiaries, as the case may be) acquires or acquire Control of the Company, or in the case of the sale and/or transfer of all or substantially all of the Company’s assets to a person who is not a Subsidiary, or a merger (pursuant to Section 2 of the German Transformation Act; Verschmelzung) of the Company with a person who is not a Subsidiary; or

11.1.2 the Group Company which employs a Participant or the business or part of business in which he is employed is part of a Divestiture to a party who is not a Group Company (the “Successor”),

in the case of Section 11.1.1, all Unvested Awards, and in the case of Section 11.1.2, those Unvested Awards granted to the Participants who are at the time of the corporate event employed by the respective Group Company or in the respective business or part of business, will Vest at the effective date of the relevant event unless provided otherwise in a Grant Letter or determined by the Executive Board prior to the relevant event;

in case of a performance-based Award, if the effective date of the relevant event occurs before the completion of the relevant Performance Period, the number of PSUs Vesting at the effective date of the relevant event (pursuant to this Section 11.1) will be calculated based on the level of achievement of the Performance Criteria at 100%, and

MOVE SAP

in case of a Divestiture, unless provided otherwise in a Grant Letter or determined by the Executive Board, the Successor shall assume and continue to operate the Plan (as modified from time to time by the Executive Board or the Successor) and Unvested Awards shall not Vest and shall be assumed by the Successor or substituted with an equivalent award with similar terms and conditions, denominated in cash, shares or a combination thereof, upon closing of the Divestiture. Each Unvested Award that is assumed by the Successor shall be appropriately adjusted, immediately after such Divestiture, to apply to the number, kind and class of securities that would have been issuable to a Participant upon the consummation of such Divestiture had the Unvested Award been vested or earned immediately prior to such Divestiture, and other appropriate adjustments shall be made to the terms and conditions of the Unvested Award. If a Participant’s Unvested Awards are assumed in the context of a Divestiture and their employment is subsequently terminated by the Successor in connection with or within twelve (12) months following the Divestiture for any reason other than termination for cause, all of the Participant’s Awards granted prior to the date of the Divestiture that are in effect as of the date of such termination (whether assumed or substituted by the Successor) shall be Vested in full (assuming the Performance Criteria or any other conditions provided under such Award were met, if applicable) effective on the date of such termination. For the avoidance of doubt, the Executive Board has the discretion to determine the treatment of Unvested Awards upon a Divestiture and need not treat all Unvested Awards in the same manner.

11.2 The number of Shares due to the Participant in respect of an Award Vested pursuant to Section 11.1 will be calculated and issued or transferred (as applicable) in accordance with Section 8 (subject to the application of Section 8A).

ADJUSTMENTS

The number of Shares to which an Unvested Award relates may be adjusted in such manner as the Executive Board in its free discretion determines is appropriate to preserve the value of the Awards for the Participants in the event of any variation of the share capital of the Company.

AMENDMENTS

13.1 Subject to Section 13.2, the Executive Board may at any time amend the Plan Rules.

13.2 No amendment under Section 13.1 to the material disadvantage of the existing rights of a Participant will have any effect on the existing rights of a Participant unless such Participant agrees to the amendment in writing.

MOVE SAP

LEGAL ENTITLEMENT

14.1 Section 14 applies during a Participant’s employment with any Group Company and after the termination of such employment.

14.2 Nothing in the Plan or its operation forms part of the terms of employment of a Participant, and the rights and obligations arising from a Participant’s employment with any Group Company are separate from, and are not affected by, his participation in the Plan. Participation in the Plan does not create any right to continued employment for any Participant.

14.3 The grant of any Award to a Participant does not create any right for that Participant to be granted any further Awards or to be granted Awards on any particular terms, including the number of Shares to which Awards relate.

14.4 By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including in relation to:

14.4.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment);

14.4.2 any exercise of a discretion or a decision taken in relation to an Award or to the Plan or any failure to exercise a discretion or take a decision; or

14.4.3 the operation, suspension, termination or amendment of the Plan.

GENERAL

15.1 The Company may terminate the Plan at any time by the passing of a resolution by the Executive Board. Termination of the Plan will be without prejudice to the existing rights of Participants.

MOVE SAP

15.2 By participating in the Plan, a Participant consents to the collection, holding and processing of his personal data by any Group Company, the Plan Administrator (on behalf of the relevant Group Company) or third party for all purposes relating to the operation of the Plan, including but not limited to, the administration and maintenance of Participant records, the operation of trust bank account for holding any Shares vested in custody, providing information to prospective purchasers of the Company or any business in which the Participant works and to the transfer of information about the Participant to a country or territory which is outside the European Union or the European Economic Area. The Participant shall provide all necessary information (including personal data) and shall declare all data processing consent required for an administration of the Plan in compliance with all applicable laws and regulations including but not limited to data protection rules and anti-money-laundry rules provided the consent does not exceed the range of the consent declared by the Participant concerning the administration of his employment with the Employing Company.

15.3 The Plan will be administered by the Company. The Company will have full authority, consistent with the Plan, to administer the Plan, including authority of the Executive Board to adopt regulations for administering the Plan. The Company has the full authority to delegate the administration of the Plan to one or more external service providers (“Plan Administrator”). Decisions of the Executive Board regarding the administration of the Plan will be final and binding on all parties. The Company may change the Plan Administrator at any time and, by participating in the Plan, a Participant consents to the Company or Plan Administrator taking any and all steps and making any and all declarations necessary or desirable to effect such change on behalf of the Participant including the transfer of assets (cash and (Fractional) Shares) and related information to the newly selected Plan Administrator. Upon request of the Company the Participant shall enter into a direct contractual relationship with the Plan Administrator for purposes of the effective and compliant administration of the Plan. The participation in the Plan is subject to the respective Participant’s full and continued compliance with all reasonable requirements for the administration of the Plan as determined by the Company or Plan Administrator (on behalf of the Company) and resulting in particular, but not limited to, from data protection and anti-money-laundry rules and as defined by the Company or Plan Administrator (on behalf of the Company) for the process of the Participant’s initial onboarding into the plan administration. If a Participant failed to comply with all obligations pursuant to Section 15.3 s. 5-6 and 15.4 s. 3, the Executive Board may in its sole discretion (a) remind the Participant and (b) then, provided the Participant does not comply with the requirements within a reasonable time prior to the next Vesting the Executive Board may notify the Participant that all the Participant’s Unvested Awards have forfeited and the Participant shall have no claim for compensation in relation to the forfeiture.

MOVE SAP

15.4  Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to their registered office (for the attention of the managing director or similar officer), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Company, either to his last known address or to the address of the place of business at which he performs the whole or a substantial part of the duties of his office or employment. To the extent permitted by applicable law, all communication will be affected by electronic means (including, but not limited to email and any web based online communication process). A Participant has to provide the Company as well the Plan Administrator his current contact details and shall be responsible for maintaining this address even after termination of the employment until full settlement of all operations related to this Participant due under this Plan.

15.5  The Plan Rules will be governed by and construed in accordance with the laws of Germany excluding the rules on the conflict of laws. The Courts of Heidelberg, Germany, will have exclusive jurisdiction over all disputes arising out of or in connection with the Plan.

15.6  The Plan is drafted in English only. Any version of the Plan provided to a Participant in any other language is a translation and is not legally binding. In the event of a dispute, or a question of construction, the English version of the Plan shall prevail.

Exhibit 5.1

March 8, 2022

Legal Opinion of General Counsel of SAP SE

Registration Statement on Form S-8 Relating to the Move SAP Plan

I am the General Counsel of SAP SE, a European Company (Societas Europaea, or “SE”). SAP SE is organized in the Federal Republic of Germany under German and European Law (the “Company”), and I am familiar with the Move SAP Plan (the “Plan”).

This opinion is given in connection with the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”).

In connection therewith, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the terms of the Plan (the “Plan Terms”), (iii) the Articles of Incorporation (Satzung) of the Company, (iv) an excerpt with respect to the Company from the commercial register at the local court (Amtsgericht) in Mannheim, (v) the resolution (the “Resolution”) adopted by the Executive Board of the Company, approving the Plan Terms, (vi) the Move SAP Plan Brochure, as amended to date and (vii) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. The Plan Terms and the Resolution are referred to hereinafter as the “Plan Documents.”

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which were not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing, I am of the opinion that the Ordinary Shares that may be transferred for delivery under the Plan, will be, when transferred and paid for in accordance with the Plan Documents, validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the Federal Republic of Germany, and I express no opinion as to the laws of any other jurisdiction.

This opinion is delivered to you solely in connection with the Registration Statement and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person or entity without my express prior written permission.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

Very truly yours,

	/s/ Jochen Scholten
	Jochen Scholten
	General Counsel
	SAP SE

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 23, 2022, with respect to the consolidated financial statements of SAP SE, and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Mannheim, Germany

March 9, 2022

Exhibit 107

Calculation of Filing Fee Tables

S-8

(Form Type)

SAP SE

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered(1)				Proposed Maximum Offering Price Per Share(2)				Proposed Maximum Aggregate Offering Price(2)				Amount of Registration Fee(2)
Ordinary Shares of SAP SE, without nominal value			25,000,000			$	111.03			$	2,775,784,050.00			$	257,315.18

(1)

The number of Ordinary Shares being registered also includes an indeterminate number of Ordinary Shares that may be offered and issued as a result of stock splits, stock dividends or similar anti-dilution adjustments of the outstanding Ordinary Shares in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Estimated in accordance with Rule 457(h)(1) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based upon the average of the high and low price per Ordinary Shares reported on Xetra, the electronic trading platform of Deutsche Boerse AG, on March 4, 2022 translated into U.S. dollars at an exchange rate of €1 to $1.1076, the euro foreign exchange reference rate as published by the European Central Bank on that date.