WALLDORF, Germany - February 28, 2001 - SAP AG today announced plans to simplify its share structure by converting its present two-share system into a single class of shares. Under the plan, which has been approved by the Executive and Supervisory boards and is subject to shareholder approval, existing preference shares would be converted on a 1-to-1 basis into fully voting ordinary shares.

Once the conversion is completed, SAP's ADRs, which trade on the New York Stock Exchange and are currently based on the preference share, will be based on the ordinary share.

With the new structure in place, each share will carry one vote. The share of voting rights of SAP's founders will be reduced from more than 63% to approximately 39%. No significant changes are planned to the founders' holdings as a result of the move to a single share structure.

As of December 31, 2000, SAP had 131.7 million preference shares and 183 million ordinary shares outstanding. After conversion, there will be a total of 314.7 million shares outstanding. Under the new structure, SAP will distribute an equal dividend to all shareholders in line with past payment trends of the preference share. The plan will be presented to the Annual General Meeting of the shareholders to be held on May 3, 2001. The respective resolutions must also be entered into the commercial register. SAP expects the conversion to become effective during the course of June 2001.

SAP senior management will host a conference call today at 5:00 PM (CET)/4:00 PM (GMT)/11:00 AM (Eastern)/8:00 AM (Pacific) to answer questions about this announcement. The conference call will be Webcast live at http://www.sap.com/investor and will be available for replay purposes as well.

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 ("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.