EANS-General Meeting: SAF AG / Announcement convening the extraordinary general meeting

General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement.

Invitation to the shareholders of

SAF Simulation, Analysis and Forecasting AG, Tägerwilen/Switzerland (ISIN CH0024848738)

to the extraordinary shareholders´ meeting

Tuesday, September 27, 2011, at 10.00 a.m. (admission at 9.15 a.m.)

at the Company's registered office High-Tech-Center 2
1st floor, room Fischer
Bahnstrasse 1
8274 Tägerwilen/Switzerland

Preamble

SAP AG with registered office in Walldorf/Germany (SAP) currently holding more than 94 percent of the shares in SAF Simulation, Analysis and Forecasting AG (SAF or the Company) intends to merge the businesses of its Swiss subsidiary SAP (Schweiz) AG with registered office in Biel (SAP CH) and the Company. The shareholders shall resolve at the extraordinary shareholders' meeting on the merger agreement concluded between the Board of Directors of SAF and SAP CH on August 24, 2011.

Agenda and Motions of the Board

1. Approval of the merger agreement between SAP (Schweiz) AG and SAF Simulation, Analysis and Forecasting AG dated August 24, 2011

Motion of the Board: approval of merger agreement between SAP (Schweiz) AG (as acquiring company) and SAF Simulation, Analysis and Forecasting AG (as transferring company) dated August 24, 2011.

Explanations:

The Company and SAP have already been successfully cooperating since 2002 by way of a strategic OEM partnership. In the course of this cooperation, the primary product of SAF is marketed as a component of the software offering of the SAP Forecasting & Replenishment solution. SAP has been the majority shareholder of SAF since its public offer during the summer 2009. SAP currently holds around 94.7 percent in SAF.

SAF and SAP CH have decided to operationally and legally combine their businesses. The consolidation of the two enterprises will enable the common development of technologies and solutions and their marketing as a component of SAP solutions. In particular, SAF's innovativeness will be brought together with SAP's global presence and experience. Both enterprises anticipate considerable synergetic effects in the field of distribution, services and administration. The combination will establish a basis for being even more successful on the market of replenishment planning based on consumer demand patterns (prognosegestützte Warennachschubplanung) and creating further innovations.

The merger agreement of August 24, 2011 provides for a merger of SAF into SAP CH as provided for by art. 3 para. 1 letter a. of the Swiss Merger Law (merger by absorption). All assets and liabilities of SAF will consequently be taken over by SAP CH by operation of law. The takeover will be implemented based on SAF's existing book value as evidenced in the balance sheet as of June 30, 2011 and with economic effect as of July 1, 2011 (see agenda item 2 below for further information). Upon entry of the merger in the Commercial Register, SAF will cease to exist without liquidation. It is intended to retain SAF's current locations as centres of excellence for retail, forecasting and replenishment.

Upon the Company's dissolution pursuant to the entry of the merger in the Commercial Register, trading in SAF shares on the Frankfurt Stock Exchange will be discontinued. The last trading day in SAF shares is consequently anticipated to be at the end of September 2011. The minority shareholders of SAF will receive a cash settlement of EUR 17,60 per SAF share as compensation determined by the Committee of Independent Board Members of SAF and the Board of Directors of SAF and SAP CH based on an independent valuation report of BDO AG with registered office in Zurich. Since the minority shareholders will receive a cash settlement as compensation, they will incur no additional obligations as a result of the merger. The merger requires the approval of at least 90 percent of SAF's shareholders with voting rights.

2. Approval of the semiannual financial statements of June 30, 2011

Motion of the Board: approval of the semiannual financial statements of the Company as of June 30, 2011 with regard to the intended merger between SAP (Schweiz) AG and SAF Simulation, Analysis and Forecasting AG.

Explanations:

SAP CH will take over the assets and liabilities of SAF into its balance sheet based on their existing book values as evidenced in the interim balance sheet of SAF as of June 30, 2011 (merger balance sheet) and with economic effect as of July 1, 2011. For the implementation of the merger, the semiannual financial statements as of June 30, 2011 have thus to be approved by the extraordinary shareholders' meeting. This agenda item shall consequently only be voted on if agenda item 1 is approved.

3. Release of the members of the Board of Directors and management

Motion of the Board: release of the members of the Board of Directors and management for the financial year 2011 until this extraordinary shareholders' meeting.

Explanations:

Upon the implementation of the merger SAF will be dissolved and its entire assets and liabilities will be transferred to SAP CH by way of universal succession (Universalsukzession). The members of the Board of Directors and the management of SAF will consequently have to be released by the extraordinary shareholders' meeting based on the current state of knowledge and for the financial year 2011 until the date of the extraordinary shareholders' meeting. This agenda item shall consequently only be voted on if agenda item 1 is approved.

Documentation and right of inspection of the shareholders:
The following documents are according to art. 16 of the Swiss Merger Law available for inspection at the Company's headquarters, High-Tech-Center 2, Bahnstrasse 1, 8274 Tägerwilen, Switzerland, as from the publication of this invitation until September 27, 2011, Monday to Friday, 9 a.m. to 5 p.m., and can be ordered there free of charge:

  • Merger agreement of August 24, 2011;
  • Merger report;
  • Auditors' report; and
  • Annual financial statements and annual reports for the preceding three financial years as well as interim balance sheet (merger balance sheet) as of June 30, 2011.

Number of shares and voting rights:
As of the date of the convocation of the shareholders' meeting the Company has issued 5,538,650 bearer shares granting the same number of voting rights. As of the date of the convocation of the shareholders' meeting the Company does not hold any treasury shares.

Admission cards:
Shareholders who intend to participate in, or appoint a representative for, the shareholders´ meeting may order their admission card at their depositary bank until September 15, 2011, at the latest. The depositary bank will order the admission card at SAF Simulation, Analysis and Forecasting AG, c/o Computershare HV-Services AG, HV-Anmeldung, Prannerstrasse 8, 80333 Munich, Germany, fax: +49 89 30 90 37 46 75, anmeldestelle@computershare.de, by sending a blocking confirmation, and will forward the admission card to the shareholders. Alternatively, shareholders may order their admission card by sending a blocking confirmation directly to Computershare until September 21, 2011, at the latest. The shares will be blocked until the end of the shareholders´ meeting.

According to the articles of incorporation the order of the admission card has to be made out in the name of the shareholder. Please always indicate your name and full address on the order.

Granting of powers of attorney:

Shareholders who are unable to participate in the shareholders´ meeting may, by way of their admission card, appoint as a representative:

a) Another person.
The power of attorney on the admission card has to be filled in, to be signed and handed over to the representative for voting.

b) The representative of the Company.
The power of attorney on the admission card has to be filled in and sent to Computershare until September 21, 2011 at the latest. You will receive further information hereunto automatically with your admission card. Powers of attorney with instructions differing from the motions of the Board of Directors will be forwarded to the independent proxy holder.

c) The independent proxy holder, KBT Treuhand AG Zürich, Zimmergasse 16, P.O. Box 1519, 8032 Zurich.
The power of attorney on the admission card has to be filled in, to be signed and returned to the independent proxy holder, with or without instructions for voting, until September 21, 2011 at the latest. Without any explicit instructions to the contrary, the independent proxy holder will vote according to the motions of the Board of Directors.

d) Their depositary bank.
Shareholders may directly contact their depositary bank in order to have the depositary bank act as a proxy holder in the sense of Article 689d Swiss Code of Obligations. Proxy holders in the sense of Article 689d OR are kindly asked to indicate the number of shares represented by them at the admission office until September 27, 2011, 9.45 a.m., at the latest.

Tägerwilen, August 25, 2011 On behalf of the Board of Directors The Chairman:

Dr. Andreas von Beringe

end of announcement euro adhoc

issuer: SAF AG
High-Tech-Center 2 / Bahnstrasse 1
CH-8274 Tägerwilen
phone: +41 (0)71 666 79 48
FAX: +41 (0)71 666 79 40
mail: investorrelations@saf-ag.com
WWW: http://www.saf-ag.com
sector: Software
ISIN: CH0024848738
indexes: Prime All Share, Technology All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin, Stuttgart, Düsseldorf, München
language: English

Rückfragen & Kontakt:

Philipp Zielke
Tel.: +41 (0) 71666 7000
e-mail: philipp.zielke@saf-ag.com

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