Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

February 22, 2024

Commission file number:

001-14251

SAP EUROPEAN COMPANY

(Translation of registrant's name into English)

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F

[X]

Form 40-F [ ]

SAP SE

FORM 6-K

On February 21, 2024, SAP SE, ("SAP"), issued a press release (the “Press Release”) announcing that the Supervisory Board and the Executive Board of SAP SE recommend that shareholders approve a dividend of €2.20 per share for fiscal year 2023. Further, it was announced that the Supervisory Board has nominated two candidates to stand for election and three candidates to stand for re-election at the 2024 Annual General Meeting of Shareholders as shareholder representatives on the SAP Supervisory Board.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "predict," "should" and "will" and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP's future financial results are discussed more fully in SAP's filings with the U.S. Securities and Exchange Commission (the "SEC"), including SAP's most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

EXHIBITS

Exhibit No.

Exhibit

99.1	Press Release dated February 21, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAP SE
(Registrant)



By:	/s/ Christopher Sessar
	Name:	Dr. Christopher Sessar
	Title:	Chief Accounting Officer



By:	/s/ Julia Zicke
	Name:	Dr. Julia Zicke
	Title:	Head External Reporting and
		Accounting Technology

Date: February 22, 2024

EXHIBIT INDEX

Exhibit No.

Exhibit

99.1	(i) Press Release dated February 21, 2024

Exhibit 99.1

SAP Proposes Dividend of €2.20 per Share

Candidates for Shareholder Representative Elections Announced

WALLDORF, Germany — February 21, 2024 — The Supervisory Board and Executive Board of SAP SE (NYSE: SAP) recommend that shareholders approve a dividend of €2.20 per share for fiscal year 2023. This is an increase of €0.15, or 7.3% compared to the dividend paid for fiscal year 2022. If approved by shareholders and assuming the same level of treasury shares as at December 31, 2023, the total amount distributed in dividends would be approximately €2.568 billion (2022: €2.393 billion), representing a pay-out ratio of 43.1% (2022: 139.6%).

SAP believes that its shareholders should benefit appropriately from the profit the Company made in 2023. The Company’s dividend policy is to pay a dividend totaling 40% or more of profit after tax.

The following dates are relevant for the dividend payment:

Record date for dividend payment: May 15, 2024

Ex-dividend date: May 16, 2024

Payment date: May 21, 2024

Elections of Shareholder Representatives to the SAP Supervisory Board

As announced, on February 11, 2024, the Supervisory Board has nominated Pekka Ala-Pietilä to stand for election at the 2024 Annual General Meeting of Shareholders (AGM) as shareholder representative on the SAP Supervisory Board.

Dr. h. c. mult. Pekka Ala-Pietilä (67), Helsinki, Finland, Chairman of the Board of Directors of Sanoma Corporation, Helsinki, Finland. In case of election, his term would expire in 2026. The Supervisory Board intends to elect him as chair.

Further, the Supervisory Board is announcing the nomination of the following candidate to stand for election:

Prof. Dr. Ralf Herbrich (49), Falkensee, Germany, Managing director, professor for artificial intelligence and sustainability, Hasso Plattner Institute for Digital Engineering gGmbH, Potsdam, Germany. In case of election, his term would expire in 2028.

Additionally, three candidates have been nominated to stand for re-election:

Aicha Evans (54), Los Gatos, CA, USA, Chief Executive Officer and member of the Board of Directors, Zoox, Inc., Foster City, California, USA. In case of re-election, her term would expire in 2028.

Gerhard Oswald (70), Walldorf, Germany, Managing director, Oswald Consulting GmbH, Walldorf, Germany; Associate lecturer, Technical University of Munich, Munich, Germany. In case of re-election, his term would expire in 2026.

Dr. Friederike Rotsch (51), Königstein im Taunus, Germany, Group General Counsel, Deutsche Bank AG, Frankfurt, Germany. In case of re-election, her term would expire in 2028 and she would continue in the role of Lead Independent Director.

These nominations are in alignment with the Profile of Skills and Expertise, the Supervisory Board’s Diversity Policy, and the objectives set by the Supervisory Board for its own composition.

Note to holders of SAP ADRs (American Depositary Receipts):

One SAP ADR represents one SAP SE share. The final dividend amount per ADR is dependent upon the euro/US dollar exchange rate. Since SAP SE pays cash dividends on the ordinary shares in euro, the exchange rate fluctuations will affect the US dollar amounts received by holders of ADRs. The final dividend payment by SAP SE to the depositary bank is scheduled for May 21, 2024. The depositary bank will then convert the dividend payment from euro into US dollars as promptly as practicable.

Visit the SAP News Center. Follow SAP on Twitter at @SAPNews.

About SAP

SAP’s strategy is to help every business run as an intelligent, sustainable enterprise. As a market leader in enterprise application software, we help companies of all sizes and in all industries run at their best: SAP customers generate 87% of total global commerce. Our machine learning, Internet of Things (IoT), and advanced analytics technologies help turn customers’ businesses into intelligent enterprises. SAP helps give people and organizations deep business insight and fosters collaboration that helps them stay ahead of their competition. We simplify technology for companies so they can consume our software the way they want – without disruption. Our end-to-end suite of applications and services enables business and public customers across 26 industries globally to operate profitably, adapt continuously, and make a difference. With a global network of customers, partners, employees, and thought leaders, SAP helps the world run better and improve people’s lives. For more information, visit www.sap.com.

# # #

This document contains forward-looking statements, which are predictions, projections, or other statements about future events. These statements are based on current expectations, forecasts, and assumptions that are subject to risks and uncertainties that could cause actual results and outcomes to materially differ. Additional information regarding these risks and uncertainties may be found in our filings with the Securities and Exchange Commission, including but not limited to the risk factors section of SAP’s 2022 Annual Report on Form 20-F.

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