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WALLDORF, Germany & SAN MATEO, Calif.–(BUSINESS WIRE)–SAP AG (NYSE: SAP) and SuccessFactors, Inc. (NYSE: SFSF) today appear that SAP’s subsidiary, SAP America, Inc., has entered into a absolute alliance acceding with SuccessFactors, the market-leading provider of cloud-based animal basic administration (HCM) solutions, pursuant to which a accessory of SAP would action to access all outstanding shares of accepted banal of SuccessFactors for $40.00/per allotment in cash, apery an action amount of about $3.4 billion. The accretion will add SuccessFactors’ broadly admired aggregation and technology to SAP’s able billow assets, decidedly accelerating SAP’s drive as a provider of billow applications, platforms and infrastructure. The aggregate of SAP and SuccessFactors will authorize an avant-garde end-to-end alms of billow and on-premise solutions for managing all accordant business processes.



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The SuccessFactors lath of admiral has absolutely accustomed the transaction. The per allotment acquirement amount represents a 52% exceptional both over the December 2nd closing amount and the one ages aggregate abounding boilerplate amount per share. The transaction will be adjourned from SAP’s banknote on duke and a EUR1 billion appellation accommodation facility. The closing of the breakable action is conditioned on SuccessFactors stockholders abandonment at atomic a majority of the outstanding shares of SuccessFactors accepted banal (on a absolutely adulterated basis) and clearances by accordant authoritative authorities. The transaction is accepted to abutting in the aboriginal division of 2012 and be hardly dilutive to SAP’s Non-IFRS balance per allotment in 2012 and accretive in consecutive years.

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Advice and Explaination of the Issuer to this News:



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This advertisement is neither an action to acquirement nor a address of an action to advertise securities. The breakable action for the outstanding shares of SuccessFactors accepted banal declared in this advertisement has not commenced. At the time the offers are commenced SAP America, Inc. and Saturn Expansion Corporation, an aberrant accessory of SAP AG, will book a Schedule TO Breakable Action Statement with the Balance and Exchange Commission, and SuccessFactors, Inc. will book a Schedule 14D-9 Solicitation/Recommendation Statement with account to the offer. The Breakable Action Statement (including an action to purchase, a accompanying letter of assignment and added action documents) and the Solicitation/Recommendation Statement will accommodate important advice that should be apprehend anxiously afore any accommodation is fabricated with account to the Breakable Offer. Those abstracts and added abstracts filed by SAP AG, SAP America, Inc., Saturn Expansion Corporation or SuccessFactors with the SEC will be accessible at no allegation on the Balance and Exchange Commission’s web armpit at www.sec.gov. The Schedule TO Breakable Action Statement and accompanying abstracts may be acquired for chargeless by administering such requests to SAP AG, Attention: Stefan Gruber, Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany, Telephone: 49 6227 744872. The Schedule 14D-9 Solicitation/Recommendation Statement and such added abstracts may be acquired for chargeless by administering such requests to SuccessFactors Global Headquarters, Attention: Hillary Smith, 1500 Fashion Island Blvd. Suite 300, San Mateo, CA 94404, USA, Telephone 1 (650) 645-2000.

This absolution contains advanced statements that absorb risks and uncertainties apropos the parties’ adeptness to abutting the transaction and the accepted closing date of the transaction, the advancing allowances and synergies of the proposed transaction, advancing approaching accumulated operations, articles and services, and the advancing role of SuccessFactors, Inc., its key admiral and its advisers aural SAP afterward the closing of the transaction. Actual contest or after-effects may alter materially from those declared in this absolution due to a cardinal of risks and uncertainties. These abeyant risks and uncertainties include, amid others, the aftereffect of authoritative reviews of the proposed transaction, the adeptness of the parties to complete the transaction, the abortion to absorb key SuccessFactors employees, chump and accomplice ambiguity apropos the advancing allowances of the transaction, the abortion of SAP and SuccessFactors to accomplish the advancing synergies of the proposed transaction and added risks abundant in SAP’s and SuccessFactors’s SEC filings, including those discussed in SAP’s anniversary address on Form 20-F for the year concluded December 31, 2010 and SuccessFactors’ annual address on Form 10-Q for the division concluded September 30, 2011, anniversary of which is on book with the SEC and accessible at the SEC’s website at www.sec.gov. Neither SAP nor SuccessFactors is answerable to amend these advanced statements to reflect contest or affairs afterwards the date of this document. Readers are cautioned not to abode disproportionate assurance on these advanced statements, which allege alone as of their dates.

Banking Analyst and Media Appointment Call

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SAP and SuccessFactors will host two appointment calls for banking analysts and media to altercate the transaction:

On Saturday, December 3rd, at 7:00 pm CET / 1:00 pm Eastern (Dial-in numbers: Germany: 49 69 5899 90797, UK: 44 20 7190 1595, US: 1 480 629 9771; Replay numbers: UK 44 207 154 2833, US 1 303 590 3030, Germany 49 69 58 99 90 568, Access Code: 4493863#)

On Monday, December 5th, at 3:00 pm CET / 9:00 am Eastern (Dial-in numbers: Germany: 49 69 5899 90797, UK: 44 20 7190 1595, US: 1-480 629 9722, Appointment ID: 4493869; Replay Numbers: UK 44 207 154 2833, US 1 303 590 3030, Germany 49 69 58 99 90 568, Access Code: 4493869#)

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investor@sap.com

www.sap.com

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