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Annual General Meeting of Shareholders

Voting on Resolutions 2002

Voting on resolutions at SAP AG Annual General Meeting of Shareholders, Mannheim, Germany, May 3, 2002

Item For* Against* Abstentions*
2. Resolution on the appropriation of the retained earnings for the fiscal year 2001 99.60 0.01 0.39
3. Resolution on the formal approval of the acts of the Executive Board in the fiscal year 2001 97.61 1.79 0.60
4. Resolution on the formal approval of the acts of the Supervisory Board in the fiscal year 2001 99.17 0.03 0.80
5. Appointment of an auditor for the fiscal year 2002 99.27 0.04 0.69
6. Election of the members of the Supervisory Board 97.95 1.66 0.39
7. Resolution on the amendment of the provisions of the Articles of Association regarding the composition of the Supervisory Board and its quorum 99.60 0.01 0.39
8. Resolution on the adjustment of the remuneration of the members of the Supervisory Board and corresponding amendments to the Articles of Association 98.16 1.45 0.39
9. Resolution on the amendment of Section 22(2) of the Articles of Association 99.60 0.01 0.39
10. Resolution on the adjustment of the Articles of Association to reflect the provisions of the German Transparency and Publicity Act 99.33 0.09 0.58
11. Resolution on the authorization concerning the establishment of the SAP 2002 Stock Option Plan providing for the issue of stock options carrying subscription rights in respect of SAP shares to the members of the Executive Board of SAP AG, the management members of any Group Companies of SAP AG as well as eligible executives and other top performers of SAP AG and its Group Companies, the creation of a Contingent Capital and corresponding amendments to the Articles of Association 97.96 1.46 0.58
12. Resolution on the creation of a new Authorized Capital 98.19 1.41 0.40
13. Resolution on capital measures and amendments to Section 4 of the Articles of Association 98.19 1.41 1.40
14. Authorization to acquire treasury shares 99.60 0.01 0.39
15. Resolution on the approval regarding the conclusion of an Intercompany Agreement 99.60 0.01 0.39
16. Resolution on the approval regarding the conclusion of an Intercompany Agreement 99.60 0.01 0.39

*as a percentage of the voting rights represented at the meeting

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