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Deutsche
Bank Trust Company Americas
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Attention:
ADR Department
60
Wall Street,
New
York, New York 10005
(212)
250-9100
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| It is proposed that this filing become effective under Rule 466: | x immediately upon filing. |
| o on (Date) at (Time). |
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Title
of Each Class of
Securities
to be Registered
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Amount
to be Registered
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Proposed
Maximum Aggregate Price Per ADS
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount
of
Registration
Fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing one Ordinary Share, without nominal
value,
of SAP AG
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200,000,000
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$0.05
per ADS
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$10,000,000
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393.00
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(1) Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
receipts evidencing American Depositary
Shares.
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Item
Number and Caption
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Location
in Form of Receipt
Filed
Herewith as Prospectus
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1. Name
and address of depositary
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Introductory
Article
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2. Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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(i)
The
amount of deposited securities represented by one unit of American
Depositary Receipts
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Face
of American Depositary Receipt, upper right corner
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(ii) The
procedure for voting the deposited securities
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Articles
15, 16 and 18
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(iii) The
collection and distribution of dividends
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Articles
4, 12, 13, 15 and 18
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(iv) The
transmission of notices, reports and proxy soliciting
material
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Articles
11, 15, 16 and 18
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(v)
The
sale or exercise of rights
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Articles
13, 14, 15 and 18
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(vi)
The
deposit or sale of securities resulting from dividends, splits or
plans of
reorganization
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Articles
12, 13, 15, 17 and 18
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(vii)
Amendment,
extension or termination of the deposit arrangement
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Articles
20 and 21
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(viii)
Rights
of holders of the American Depositary Receipts to inspect the transfer
books of the depositary and the list of holders of American Depositary
Receipts
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Article
11
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(ix)
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Articles
2, 3, 4, 5, 6, 8 and 22
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(x)
Limitation
upon the liability of the depositary
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Articles
14, 18, 19 and 21
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3. Fees
and Charges
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Articles
7 and 8
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Statement
that SAP AG is subject to the periodic reporting requirements of
the
Securities Exchange Act of 1934 and, accordingly, files certain reports
with the Securities and Exchange Commission. These reports and documents
can be inspected by holders of America Depositary Receipts and copied
at
public reference facilities maintained by the Commission in Washington,
D.C.
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Article
11
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(a)(1)
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Form
of Amended and Restated Deposit Agreement among SAP AG as Issuer,
Deutsche
Bank Trust Company Americas as successor Depositary, and each Owner
and
Holder from time to time of American Depositary Receipts issued
thereunder. Previously filed on November 26, 2004 as an Exhibit to
Registration Statement 333-120795 and incorporated herein by
reference.
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(a)(2)
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Form
of Amendment No. 1 to Amended and Restated Deposit Agreement. Previously
filed as an exhibit to Post-Effective Amendment No. 1 to Form F-6
Registration Statement 333-120795 and incorporated herein by reference
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(a)(3)
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Form
of American Depositary Receipt. Filed herewith as Exhibit
(a)(3).
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(b)
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Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or
the
custody of the deposited securities represented thereby.
None.
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(c)
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Every
material contract relating to the deposited securities between the
Depositary and the issuer of the deposited securities in effect at
any
time within the last three years. Not
Applicable.
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(d)
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Opinion
of counsel to the Depositary as to the legality of the securities
being
registered. Filed herewith as Exhibit
(d).
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(e)
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Certification
under Rule 466. Filed herewith as Exhibit (e).
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(a)
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The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received
by the
Depositary as the holder of the deposited securities, and (2) made
generally available to the holders of the underlying securities by
the
issuer.
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(b)
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If
the amounts of fees charged are disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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By:/s/Prof.
Dr. Henning Kagermann
Name:
Prof. Dr. Henning Kagermann
Title:
Co-Chairman of the Executive Board and Co-CEO
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By:
/s/Dr.
Werner Brandt/s/Dr.
Name:
Dr. Werner Brandt
Title:
Member of the Executive Board and
CFO
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/s/Dr.
Peter Zencke
Name:
Dr. Peter Zencke
Title:
Member of the Executive Board
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/s/Dr.
Werner Brandt
Name:
Dr. Werner Brandt
Title:
Member of the Executive Board and CFO
(Principal
Accounting Officer and Financial Officer)
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___________________________
Name:
Prof. Dr. Claus Heinrich
Title:
Member of the Executive Board
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/s/Prof.
Dr. Henning Kagermann
Name:
Prof. Dr. Henning Kagermann
Title:
Co-Chairman of the Executive Board and Co-CEO
(Principal
Executive Officer)
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/s/Gerhard
Oswald
Name:
Gerhard Oswald
Title:
Member of the Executive Board
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/s/Léo
Apotheker
Name:
Léo Apotheker
Title:
Co-Chairman of the Executive Board and Co-CEO
(Principal
Executive Officer)
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/s/Erwin
Gunst
Name:
Erwin Gunst
Title:
Member of the Executive Board & COO
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/s/Bill
McDermott
Name:
Bill McDermott
Title:
Member of the Executive Board
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/s/Jim
Hagemann Snabe
Name:
Jim Hagemann Snabe
Title:
Member of the Executive Board
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/s/Brad
Brubaker
Name:
Brad Brubaker
Title:
Authorized U.S. Representative
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_____________________________
Name:
John Schwarz
Title:
Member of the Executive Board
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Exhibit
Number
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(a)(3)
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Form
of American Depositary Receipt
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(d)
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Opinion
of Counsel to the Depositary
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(e)
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Rule
466 Certification
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