SC TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Sybase, Inc.

(Name of Subject Company (Issuer))

Sheffield Acquisition Corp.

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

(Name of Filing Persons, Offerors)

Common Stock, par value $0.001 per share,

Associated Preferred Share Purchase Rights

(Title of Class of Securities)

871130100

(CUSIP Number of Class of Securities)

Michael Junge

General Counsel

SAP AG

Dietmar-Hopp-Allee 16

D-69190 Walldorf

Federal Republic of Germany

+49 6227 74 7474

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Jonn R. Beeson, Esq.

Kevin B. Espinola, Esq.

Daniel R. Mitz, Esq.

Jones Day

3161 Michelson Drive

Irvine, CA 92612

Telephone: (949) 851-3939

Calculation of Filing Fee

Transaction Valuation(1)	Amount of Filing Fee(2)
$6,089,473,455	$434,179.46

(1) Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated by multiplying $65.00, the per share tender offer price, by 93,684,207 shares of common stock of Sybase, Inc., which includes (a) 87,161,835 shares of common stock issued and outstanding (including restricted stock, but excluding treasury shares) and (b) 6,522,372 shares of common stock subject to outstanding stock options and stock appreciation rights with an exercise price less than $65.00.

(2) The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: None	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Tender Offer Statement on Schedule TO is filed by Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”) and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”). This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation (“Sybase”), and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase, at a price of $65.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 26, 2010 (as it may be amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of May 12, 2010 (as it may be amended from time to time, the “Merger Agreement”), by and among SAP America, the Purchaser, and Sybase, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference with respect to Items 4 through 11 of this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated in this Schedule TO by reference.

Item 2. Subject Company Information.

(a) The subject company and issuer of the securities subject to the Offer is Sybase, Inc., a Delaware corporation. Its principal executive office is located at One Sybase Drive, Dublin, California 94568, and its telephone number is (925) 236-5000.

(b) This Schedule TO relates to the Offer by the Purchaser to purchase all issued and outstanding Shares for $65.00 per Share, net to the holder thereof in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. The information set forth in the “Introduction” to the Offer to Purchase is incorporated in this Schedule TO by reference.

(c) The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in that principal market is set forth in the section of the Offer to Purchase entitled “Price Range of the Shares; Dividends” and is incorporated in this Schedule TO by reference.

Item 3. Identity and Background of Filing Person.

(a), (b), (c) The information set forth in the section of the Offer to Purchase entitled “Certain Information Concerning SAP AG, SAP America and the Purchaser” and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.

Item 4. Terms of the Transaction.

(a)(1)(i)-(viii), (x), (xii) The information set forth in the “Introduction” and in the sections of the Offer to Purchase entitled “Terms of the Offer,” “Acceptance for Payment and Payment for Shares,” “Procedures for

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Accepting the Offer and Tendering Shares,” “Withdrawal Rights,” “Material United States Federal Income Tax Consequences,” “Possible Effects of the Offer on the Market for the Shares; NYSE Listing and Controlled Company Status; Exchange Act Registration; Margin Regulations” and “Conditions of the Offer” is incorporated in this Schedule TO by reference.

(a)(1)(ix), (xi) Not applicable.

(a)(2)(i)-(v) and (vii) The information set forth in the sections of the Offer to Purchase entitled “Material United States Federal Income Tax Consequences,” “Background of the Offer; Past Contacts or Negotiations with Sybase” and “Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase” is incorporated in this Schedule TO by reference.

(a)(2)(vi) Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning SAP AG, SAP America and the Purchaser,” “Background of the Offer; Past Contacts or Negotiations with Sybase” and “Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase” is incorporated in this Schedule TO by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a), (c)(1), (c)(3-7) The information set forth in the “Introduction” and in the sections of the Offer to Purchase entitled “Background of the Offer; Past Contacts or Negotiations with Sybase,” “Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase,” “Dividends and Distributions” and “Possible Effects of the Offer on the Market for the Shares; NYSE Listing and Controlled Company Status; Exchange Act Registration; Margin Regulations” is incorporated in this Schedule TO by reference.

(c)(2) None.

Item 7. Source and Amount of Funds or Other Consideration.

(a), (b), (d) The information set forth in the section of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated in this Schedule TO by reference.

Item 8. Interest in Securities of the Subject Company.

(a), (b) Not applicable.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information set forth in the “Introduction” and in the sections of the Offer to Purchase entitled “Fees and Expenses” is incorporated in this Schedule TO by reference.

Item 10. Financial Statements of Certain Bidders.

(a), (b) Not Applicable.

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Item 11. Additional Information.

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Certain Information Concerning SAP AG, SAP America and the Purchaser” and “Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase” is incorporated in this Schedule TO by reference.

(a)(2) and (a)(3) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase” and “Legal Matters; Required Regulatory Approvals” is incorporated in this Schedule TO by reference.

(a)(4) The information set forth in the section of the Offer to Purchase entitled “Possible Effects of the Offer on the Market for the Shares; NYSE Listing and Controlled Company Status; Exchange Act Registration; Margin Regulations” is incorporated in this Schedule TO by reference.

(a)(5) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase” is incorporated in this Schedule TO by reference.

(b) The information set forth in the Offer to Purchase is incorporated in this Schedule TO by reference.

Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase, dated May 26, 2010.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)	Press release issued by SAP AG and Sybase on May 12, 2010, incorporated herein by reference to the Schedule TO-C filed by SAP AG, SAP America and the Purchaser on May 13, 2010.
(a)(5)(B)	Summary Advertisement as published in the Wall Street Journal on May 26, 2010.
(a)(5)(C)	Press release issued by SAP AG on May 26, 2010.
(b)(1)	Credit Facility Agreement, dated May 21, 2010, among SAP AG, as borrower, Barclays Capital and Deutsche Bank AG, as mandated lead arrangers, the financial institutions listed in Schedule 1 as lenders, as original lenders, and Deutsche Bank Luxembourg S.A., as agent.
(d)(1)	Agreement and Plan of Merger, dated as of May 12, 2010, by and among SAP America, the Purchaser and Sybase, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Sybase on May 13, 2010.
(d)(2)	Mutual Non-Disclosure Agreement, dated as of April 19, 2010, and effective as of April 2, 2010, between SAP AG and Sybase.
(d)(3)	Exclusivity Agreement, dated as of April 30, 2010, between SAP AG and Sybase.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not Applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 26, 2010

SHEFFIELD ACQUISITION CORP.
By:	/s/ BRAD C. BRUBAKER
Name:	Brad C. Brubaker
Title:	President
SAP AMERICA, INC.
By:	/s/ ROBERT ENSLIN
Name:	Robert Enslin
Title:	President
SAP AG
By:	/s/ WERNER BRANDT
Name:	Dr. Werner Brandt
Title:	CFO
By:	/s/ MICHAEL JUNGE
Name:	Michael Junge
Title:	General Counsel

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EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated May 26, 2010.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)(A)	Press release issued by SAP AG and Sybase on May 12, 2010, incorporated herein by reference to the Schedule TO-C filed by SAP AG, SAP America and the Purchaser on May 13, 2010.
(a)(5)(B)	Summary Advertisement as published in the Wall Street Journal on May 26, 2010.
(a)(5)(C)	Press release issued by SAP AG on May 26, 2010.
(b)(1)	Credit Facility Agreement, dated May 21, 2010, among SAP AG, as borrower, Barclays Capital and Deutsche Bank AG, as mandated lead arrangers, the financial institutions listed in Schedule 1 as lenders, as original lenders, and Deutsche Bank Luxembourg S.A., as agent.
(d)(1)	Agreement and Plan of Merger, dated as of May 12, 2010, by and among SAP America, the Purchaser and Sybase, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Sybase on May 13, 2010.
(d)(2)	Mutual Non-Disclosure Agreement, dated as of April 19, 2010, and effective as of April 2, 2010, between SAP AG and Sybase.
(d)(3)	Exclusivity Agreement, dated as of April 30, 2010, between SAP AG and Sybase.
(g)	Not applicable.
(h)	Not applicable.

EX-99.(A)(1)(A)

EXHIBIT 99(a)(1)(A)

Offer To Purchase For Cash

All Outstanding Shares Of Common Stock

including the Associated Preferred Share Purchase Rights

of

Sybase, Inc.

at

$65.00 Per Share

by

Sheffield Acquisition Corp.

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 P.M., NEW YORK CITY TIME,

ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS EXTENDED.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 12, 2010 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among SAP America, Inc., a Delaware corporation (“SAP America”), Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, and Sybase, Inc., a Delaware corporation (“Sybase”). The Merger Agreement provides, among other things, that following completion of the Offer and subject to certain conditions, the Purchaser will merge with and into Sybase (the “Merger”), with Sybase continuing as the surviving corporation and a wholly-owned subsidiary of SAP America.

The Sybase board of directors has duly and unanimously (a) determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Sybase and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (c) recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent stockholder approval is required under applicable law, adopt the Merger Agreement.

There is no financing condition to the Offer. The Offer is conditioned upon there being validly tendered and not properly withdrawn prior to the expiration of the Offer a number of shares of Sybase common stock, par value $0.001 per share, including the associated preferred share purchase rights (collectively, the “Shares”) that, considered together with the Shares, if any, directly or indirectly owned by SAP America or the Purchaser or with respect to which SAP America or the Purchaser otherwise has direct or indirect voting power, represents (a) at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis, as defined below) and (b) no less than a majority of the voting power of the shares of capital stock of Sybase then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of the Merger Agreement on the date Shares are accepted for payment. The Offer is also subject to the satisfaction of additional conditions set forth in this Offer to Purchase, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the European Commission under Council Regulation (EC) No. 139/2004 of 20 January 2004 of the Council of the European Union. See Section 14—“Conditions of the Offer” of this Offer to Purchase.

Questions and requests for assistance may be directed to MacKenzie Partners, Inc., the Information Agent, or Barclays Capital Inc., the Dealer Manager, at their respective addresses and telephone numbers set forth below and on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or the Dealer Manager. Stockholders of Sybase also may contact their broker, dealer, commercial bank, trust company or other nominee for copies of these documents.

The Dealer Manager for the Offer is:	The Information Agent for the Offer is:
Barclays Capital Inc.	MacKenzie Partners, Inc.
745 Seventh Avenue, 3rd Floor	105 Madison Avenue
New York, New York 10019	New York, New York 10016
Attention: Equity Corporate Services	(212) 929-5500 (Call Collect)
Call Toll-Free (888) 610-5877	or
	Call Toll-Free (800) 322-2885
	Email: tenderoffer@mackenziepartners.com

May 26, 2010

IMPORTANT

Stockholders of Sybase desiring to tender Shares must:

1. For Shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee:

• contact the broker, dealer, commercial bank, trust company or other nominee and request that the broker, dealer, commercial bank, trust company or other nominee tender the Shares to the Purchaser before the expiration of the Offer.

2. For Shares that are registered in the stockholder’s name and held in book-entry form:

• complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal or prepare an Agent’s Message (as defined in Section 2—“Acceptance for Payment and Payment for Shares” of this Offer to Purchase);

• if using the Letter of Transmittal, have the stockholder’s signature on the Letter of Transmittal guaranteed if required by Instruction 1 of the Letter of Transmittal;

• deliver an Agent’s Message or the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and any other required documents to American Stock Transfer and Trust Company, the Depositary for the Offer, at its address on the back of this Offer to Purchase before the expiration of the Offer; and

• transfer the Shares through book-entry transfer into the account of the Depositary before the expiration of the Offer.

3. For Shares that are registered in the stockholder’s name and held as physical certificates:

• complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal;

• have the stockholder’s signature on the Letter of Transmittal guaranteed if required by Instruction 1 to the Letter of Transmittal; and

• deliver the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed, the certificates for such Shares and any other required documents to the Depositary, at its address on the back of this Offer to Purchase before the expiration of the Offer.

The Letter of Transmittal, the certificates for the Shares and any other required documents must be received by the Depositary before the expiration of the Offer, unless the procedures for guaranteed delivery described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase are followed. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through The Depository Trust Company, is at the election and risk of the tendering stockholder.

TABLE OF CONTENTS

			Page
SUMMARY TERM SHEET			1
INTRODUCTION			11
THE TENDER OFFER			14
	1.	Terms of the Offer	14
	2.	Acceptance for Payment and Payment for Shares	16
	3.	Procedures for Accepting the Offer and Tendering Shares	17
	4.	Withdrawal Rights	19
	5.	Material United States Federal Income Tax Consequences	20
	6.	Price Range of the Shares; Dividends	22
	7.	Possible Effects of the Offer on the Market for the Shares; NYSE Listing and Controlled Company Status; Exchange Act Registration; Margin Regulations	22
	8.	Certain Information Concerning Sybase	24
	9.	Certain Information Concerning SAP AG, SAP America and the Purchaser	26
	10.	Background of the Offer; Past Contacts or Negotiations with Sybase	27
	11.	Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase	32
		(a)  Purpose of the Offer	32
		(b)  The Merger Agreement	32
		(c)  The Mutual Non-Disclosure Agreement	48
		(d)  The Exclusivity Agreement	48
		(e)  Statutory Requirements	48
		(f)  Appraisal Rights	49
		(g)  “Going Private” Transactions	50
		(h)  Plans for Sybase	50
		(i)   Recent Developments Relating to Sybase	51
	12.	Source and Amount of Funds	51
	13.	Dividends and Distributions	53
	14.	Conditions of the Offer	53
	15.	Legal Matters; Required Regulatory Approvals	56
	16.	Fees and Expenses	58
	17.	Miscellaneous	59
SCHEDULE I		Information Concerning the Directors and Executive Officers of SAP AG, SAP America, Inc. and Sheffield Acquisition Corp.	60

SUMMARY TERM SHEET

The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety.

Securities Sought: All of the outstanding shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to a Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc. (“Sybase”) and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase.

Offer Price Per Share: $65.00 net to the holder thereof in cash (the “Offer Price”), without interest thereon and less any required withholding of taxes.

Scheduled Expiration of the Offer: 9:00 p.m., New York City time, on Thursday, July 1, 2010.

The Purchaser: Sheffield Acquisition Corp. (the “Purchaser”), a wholly-owned subsidiary of SAP America, Inc. (“SAP America”), an indirectly wholly-owned subsidiary of SAP AG (“SAP AG”).

Minimum Condition: The number of Shares validly tendered and not properly withdrawn prior to the expiration of the Offer (considered together with the Shares, if any, directly or indirectly owned by SAP America or the Purchaser or with respect to which SAP America or the Purchaser otherwise has direct or indirect voting power) represents (i) at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and (ii) no less than a majority of the voting power of the shares of capital stock of Sybase then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of the Merger Agreement on the date Shares are accepted for payment. “Fully Diluted Basis” means, as of any date, the number of Shares outstanding, plus the number of shares of Sybase Common Stock underlying outstanding stock options, rights or other obligations under Sybase’s employee benefit plans, and warrants, options or other securities convertible or exchangeable into or exercisable for Shares or shares of Sybase Common Stock (but excluding for this purpose (a) stock options and stock appreciation rights to be canceled in accordance with the Merger Agreement as of the time the Purchaser accepts for payment Shares tendered pursuant to the Offer and (b) shares of Sybase Common Stock issuable upon conversion of Sybase’s 3.5% Convertible Senior Notes due 2029; and provided that, unless exercisable, shares of Sybase Common Stock issuable with respect to the Company Rights shall be excluded from such number).

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Recommendation of the Sybase Board of Directors: The Sybase board of directors has duly and unanimously recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent stockholder approval is required under applicable law, adopt the Merger Agreement.

Who is offering to buy my securities?

The Purchaser, a Delaware corporation, was formed for the purpose of making this Offer. The Purchaser is a wholly-owned subsidiary of SAP America, which is the principal U.S. operating subsidiary of SAP AG, a stock corporation organized under the laws of Germany. SAP AG is one of the world’s leading providers of business software solutions. Unless the context indicates otherwise, in this Offer to Purchase we use the terms “us,” “we” and “our” to refer to Sheffield Acquisition Corp. and, where appropriate, SAP America and SAP AG. We use the term “SAP America” to refer to SAP America, Inc. alone, the term “Purchaser” to refer to Sheffield Acquisition Corp. alone and the term “Sybase” to refer to Sybase, Inc. See the “Introduction” to this Offer to Purchase and Section 9—“Certain Information Concerning SAP AG, SAP America and the Purchaser.”

What are the classes and amounts of securities sought in the Offer?

We are offering to purchase all of the outstanding Shares of Sybase on the terms and subject to the conditions set forth in this Offer to Purchase. See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.”

What are the preferred share purchase rights?

The preferred share purchase rights are rights to purchase shares of Series A Participating Preferred Stock (the “Company Rights”) issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase and American Stock Transfer and Trust Company. The Company Rights were issued to all Sybase stockholders but currently are not represented by separate share certificates. Instead, the Company Rights are represented by the certificate for your shares of Sybase Common Stock. A tender of your Shares will include a tender of the Company Rights.

How much are you offering to pay? Will I have to pay any fees or commissions?

We are offering to pay $65.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes. If you are a stockholder of Sybase who has Shares registered in your name and you tender directly to the Depositary, you will not be charged brokerage fees or commissions. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee and your broker, dealer, commercial bank, trust company or other nominee tenders your Shares on your behalf, your broker, dealer, commercial bank, trust company or other nominee may charge you a fee or commission for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.”

Do you have the financial resources to make payment?

Yes. SAP America, our parent company, will provide us with sufficient funds to purchase all Shares validly tendered in the Offer and to provide funding for our acquisition of the remaining Shares in the Merger, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. SAP America intends to obtain such funds by means of a capital contribution and/or a loan from SAP AG or another affiliate. SAP AG intends to obtain such funds (which the affiliate would obtain from

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SAP AG) from its cash on hand and a € 2.75 billion loan facility arranged and underwritten by Barclays Capital and Deutsche Bank. The Offer is not conditioned upon SAP AG, SAP America or the Purchaser obtaining financing. See Section 12—“Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender my Shares in the Offer?

No. We do not think our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because:

• the Offer is being made for all outstanding Shares solely for cash;

• the Purchaser, through its parent company, SAP America, and SAP America’s parent company SAP AG, will have sufficient funds and financial resources available to purchase all Shares validly tendered in the Offer or acquired in the Merger;

• SAP AG has agreed to absolutely, irrevocably and unconditionally guarantee the obligations of SAP America and the Purchaser;

• the Offer is not subject to any financing condition; and

• if we consummate the Offer, SAP America will acquire any remaining Shares for the same cash price in the Merger.

See Section 12—“Source and Amount of Funds.”

What does the Sybase board of directors think of the Offer?

The Sybase board of directors has duly and unanimously (a) determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Sybase and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (c) recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent stockholder approval is required under applicable law, adopt the Merger Agreement. A more complete description of the recommendation of the Sybase board of directors is set forth in Sybase’s Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to the stockholders of Sybase together with this Offer to Purchase. See the “Introduction” to this Offer to Purchase.

How long do I have to decide whether to tender my Shares in the Offer?

You will have at least until the expiration of the Offer to tender your Shares in the Offer. The current expiration of the Offer is 9:00 p.m., New York City time, on Thursday, July 1, 2010, unless we extend the period of time for which the initial offering period of the Offer is open. If you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time. See Section 1—“Terms of the Offer” and Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and under what circumstances?

Yes. We have agreed in the Merger Agreement that:

• We will extend the Offer for successive periods of ten business days each if, at the then-scheduled expiration of the Offer, any of the conditions to the Offer set forth in Section 14—“Conditions of the Offer” of this Offer to Purchase are not satisfied or, to the extent permitted, waived by us or SAP America.

• We will also extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission or its staff applicable to the Offer.

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Following our acceptance and payment for Shares tendered in the Offer, we may, in order to enable us to acquire 90% of the Shares then outstanding, provide for a subsequent offering period (and one or more extensions thereof) of three to 20 business days as provided in Rule 14d-11 under the Securities Exchange Act of 1934, as amended, during which stockholders of Sybase may tender, but not withdraw, their Shares and receive the Offer Price.

See Section 1—“Terms of the Offer” of this Offer to Purchase for more details on our obligation and ability to extend the Offer.

How will I be notified if the Offer is extended?

If we extend the Offer, we will inform American Stock Transfer and Trust Company, which is the Depositary for the Offer, of any extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was previously scheduled to expire. See Section 1—“Terms of the Offer.”

If we elect to provide or extend any subsequent offering period, a public announcement of such period or extension will be made not later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date of the Offer or the date of termination of any prior subsequent offering period.

What is the “Minimum Condition” to the Offer?

We are not obligated to accept for payment or pay for any Shares in the Offer unless there have been validly tendered and not properly withdrawn prior to the expiration of the Offer that number of Shares which (considered together with the Shares, if any, directly or indirectly owned by us or with respect to which we otherwise have direct or indirect voting power) represents (a) at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and (b) no less than a majority of the voting power of the shares of capital stock of Sybase then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of the Merger Agreement on the date Shares are accepted for payment (collectively, the “Minimum Condition”). “Fully Diluted Basis” means, as of any date, the number of Shares outstanding, plus the number of shares of Sybase Common Stock underlying outstanding stock options, rights or other obligations under Sybase’s employee benefit plans, and warrants, options or other securities convertible or exchangeable into or exercisable for Shares or shares of Sybase Common Stock (but excluding for this purpose (a) stock options and stock appreciation rights to be canceled in accordance with the Merger Agreement as of the time the Purchaser accepts for payment Shares tendered pursuant to the Offer and (b) shares of Sybase Common Stock issuable upon conversion of Sybase’s 3.5% Convertible Senior Notes due 2029; and provided that, unless exercisable, shares of Sybase Common Stock issuable with respect to the Company Rights shall be excluded from such number).

What are the conditions to the Offer other than the Minimum Condition?

In addition to the Minimum Condition, we are not obligated to accept for payment or pay for any validly tendered Shares (subject to applicable rules and regulations of the Securities and Exchange Commission) and may delay the acceptance for payment of or the payment for any validly tendered Shares (subject to applicable rules and regulations of the Securities and Exchange Commission), if:

(i) at or prior to the expiration of the Offer, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) has not expired or been earlier terminated or the approval of the European Commission under Council Regulation (EC) No. 139/2004 of 20 January 2004 of the Council of the European Union (the “EC Merger Regulation”) has not been obtained;

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(ii) any of the following conditions has occurred and is continuing at the expiration of the Offer:

(a) there is pending any suit, action or proceeding by any U.S. governmental entity or a non-U.S. governmental entity of competent jurisdiction whose clearance, consent or approval is required under antitrust approval laws in connection with the transactions contemplated by the Merger Agreement against SAP America, the Purchaser, Sybase or any subsidiary of Sybase in connection with the Offer or the Merger:

• challenging the acquisition by SAP America or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger,

• seeking to prohibit or impose limitations on the ability of SAP America or the Purchaser, or otherwise to render SAP America or the Purchaser unable, to accept for payment, pay for or purchase any or all of the Shares pursuant to the Offer, or the Merger, or seeking to require divestiture of any or all of the Shares to be purchased pursuant to the Offer, the Top-Up Option or in the Merger,

• seeking to prohibit or impose any limitations on the ownership or operation by SAP America, Sybase or any of their respective subsidiaries, of all or any portion of the businesses or assets of SAP America, Sybase or any of their respective subsidiaries as a result of or in connection with the Offer, the Merger or the other transactions contemplated by the Merger Agreement, or otherwise seeking to compel SAP America, Sybase or any of their respective subsidiaries to divest, dispose of, license or hold separate any portion of the businesses or assets of SAP America, Sybase or any of their respective subsidiaries as a result of or in connection with the Offer, the Merger or the other transactions contemplated by the Merger Agreement, or

• seeking to prohibit or impose limitations on the ability of SAP America or the Purchaser effectively to acquire, hold or exercise full rights of ownership of the Shares to be purchased pursuant to the Offer, upon exercise of the Top-Up Option or otherwise in the Merger, including the right to vote the Shares purchased by Purchaser on all matters properly presented to the stockholders of Sybase;

(b) there is any law, statute, code, ordinance, rule, regulations, order, writ, judgment, injunction, decree, stipulation, determination or award enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a governmental entity to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or any other action is taken by any governmental entity, other than the application to the Offer or the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect to the EC Merger Regulation, that has resulted or is reasonably likely, individually or in the aggregate, to result, directly or indirectly, in any of the consequences referred to in paragraph (a) above or has the effect of making the Offer, the Merger or any other transaction contemplated by the Merger Agreement illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Offer, the Merger or any other transaction contemplated by the Merger Agreement;

(c) the representations and warranties of Sybase set forth in the Merger Agreement as to capitalization fail to be true and correct in all material respects, as of the expiration date of the Offer with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time); provided, that if either the total number of Shares or the total number of Shares subject to outstanding stock options or stock appreciation rights or reserved for issuance pursuant to Sybase’s employee stock purchase plan, in each case set forth in the capitalization

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representation and warranty in the Merger Agreement, and in each case as of May 10, 2010, exceeds the actual numbers as of such date by more than a “de minimis” amount, such representations and warranties will be deemed to fail to be true and correct in all material respects;

(d) all other representations and warranties of Sybase set forth in the Merger Agreement (without giving effect to any references to material adverse effect or materiality qualifications) fail to be true and correct in any respect as of the expiration date of the Offer with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true and correct, a material adverse effect;

(e) Sybase breached or failed, in any material respect, to perform or to comply with any agreement or covenant to be performed or complied with by it under the Merger Agreement, and such breach or failure has not been cured;

(f) since May 12, 2010, a Sybase Material Adverse Effect has occurred and is continuing;

(g) the Purchaser has not received a certificate of Sybase, executed by the Chief Executive Officer and the Chief Financial Officer of Sybase, dated as of the expiration date of the Offer, to the effect that the conditions set forth in paragraphs (c), (d), (e) and (f) above have not occurred; or

(h) the Merger Agreement has been terminated in accordance with its terms.

See Section 14—“Conditions of the Offer” of this Offer to Purchase for a complete description of the conditions to the Offer.

How do I tender my Shares?

If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the broker, dealer, commercial bank, trust company or other nominee and request that the broker, dealer, commercial bank, trust company or other nominee tender your Shares to the Purchaser on your behalf before the expiration of the Offer.

If your Shares are registered in your name and held in book-entry form (i.e., no stock certificates have been issued to you):

• complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal or prepare an Agent’s Message (as defined in Section 2—“Acceptance for Payment and Payment for Shares” of this Offer to Purchase);

• if using the Letter of Transmittal, have your signature on the Letter of Transmittal guaranteed if required by Instruction 1 of the Letter of Transmittal;

• deliver an Agent’s Message or the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and any other required documents to American Stock Transfer and Trust Company, the Depositary for the Offer, at its address on the back of this Offer to Purchase before the expiration of the Offer; and

• transfer the Shares through book-entry transfer into the account of the Depositary before the expiration of the Offer.

If your Shares are registered in your name and held as physical certificates (i.e., stock certificates have been issued to you):

• complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the Letter of Transmittal;

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• have your signature on the Letter of Transmittal guaranteed if required by Instruction 1 to the Letter of Transmittal; and

• deliver the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed, the certificates for such Shares and any other required documents to the Depositary, at its address on the back of this Offer to Purchase before the expiration of the Offer.

If you are a record holder but your stock certificate is not available or you cannot deliver your stock certificate to the Depositary before the Offer expires, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery. Please call the Information Agent, MacKenzie Partners, Inc., at (212) 929-5500 (Call Collect) or (800) 322-2885 (Toll-Free), or the Dealer Manager, Barclays Capital Inc., toll-free at (888) 610-5877 for assistance.

See Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase for more details.

Until what time may I withdraw previously tendered Shares?

You may withdraw Shares that you have previously tendered in the Offer at any time until the Offer has expired. In addition, unless we accepted your Shares for payment as provided in this Offer to Purchase, you may also withdraw such Shares at any time after July 24, 2010. No withdrawal rights apply to Shares tendered in a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. See Section 4—“Withdrawal Rights.”

How do I withdraw previously tendered Shares?

If, after tendering your Shares in the Offer, you decide that you do not want to accept the Offer, you can withdraw your Shares by delivering a written notice of withdrawal with the required information to the Depositary in writing before the Offer expires. If you tendered your Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares, and such broker, dealer, commercial bank, trust company or other nominee must effectively withdraw such Shares while you still have the right to withdraw Shares. See Section 4—“Withdrawal Rights.”

Have any stockholders previously agreed to tender their Shares?

No. We have not previously entered into any agreements with any stockholders of Sybase with respect to the tender of Shares into the Offer.

Are there any arrangements between SAP AG or SAP America and Sybase’s officers or other key employees?

The executive board of SAP AG has indicated that it will propose to the supervisory board of SAP AG that it appoint John Chen, Sybase’s Chief Executive Officer, to SAP AG’s executive board concurrently with the consummation of the Merger, however, there is no binding agreement between SAP AG and Mr. Chen regarding this appointment.

Will the Offer be followed by a merger?

Yes, unless the conditions to the Merger are not satisfied or waived. If we accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer, and the other conditions to the Merger are satisfied or waived, the Purchaser will merge with and into Sybase. If the Merger takes place, SAP America

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will own all of the Shares, and all of the remaining stockholders of Sybase, other than Sybase, SAP America, the Purchaser, any of their respective direct or indirect wholly-owned subsidiaries and any dissenting stockholders of Sybase that properly exercise appraisal rights, will receive the Offer Price, without interest and less any required withholding of taxes. See the “Introduction” to this Offer to Purchase. See also Section 11(b)—“The Merger Agreement” and Section 14—“Conditions of the Offer” for a description of the conditions to the Merger and the Offer.

If a majority of the Shares are tendered and accepted for payment, will Sybase continue as a public company?

No. Following the purchase of Shares in the Offer, we expect to consummate the Merger. If the Merger takes place, Sybase will cease to be publicly owned. Even if for some reason the Merger does not take place, if we purchase all of the tendered Shares, there may be so few remaining stockholders and publicly held Shares that the Sybase Common Stock will cease to be eligible to be traded on The New York Stock Exchange (“NYSE”) or other securities exchanges, there may not be an active public trading market for the Sybase Common Stock, and Sybase may cease to be required to make filings with the Securities and Exchange Commission or otherwise comply with the Securities and Exchange Commission rules relating to publicly held companies. After completion of the Offer, we expect Sybase to elect “controlled company” status pursuant to Rule 303A.00 of the NYSE Listed Company Manual, which means Sybase would be exempt from the requirement that Sybase’s board of directors be composed of a majority of “independent directors” and the related rules covering the independence of directors serving on the compensation committee and the board affairs committee of Sybase’s board of directors. The controlled company exemption does not modify the independence requirement for the audit committee of Sybase’s board of directors. See Section 7—“Possible Effects of the Offer on the Market for the Shares; NYSE Listing and Controlled Company Status; Exchange Act Registration; Margin Regulations.”

What is the Top-Up Option and when could it be exercised?

Pursuant to the terms of the Merger Agreement, Sybase has granted to the Purchaser an option (the “Top-Up Option”), exercisable in whole but not in part, to purchase, at a price per Share equal to the Offer Price, an aggregate number of Shares equal to the lowest number of Shares that, when added to the number of Shares acquired by Purchaser pursuant to the Offer, will constitute one Share more than 90% of the outstanding Shares (determined on a Fully Diluted Basis); provided, that the Top-Up Option is not exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed Sybase’s then authorized and unissued Shares (including as authorized and unissued Shares any treasury Shares) and (ii) if immediately after exercise and the issuance of Shares pursuant to the Top-Up Option, Purchaser would not hold of record at least 90% of the outstanding Shares (assuming the issuance of the Shares in respect of the Top-Up Option). Purchaser may exercise the Top-Up Option at any time after Purchaser has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn. The Top-Up Option is intended to expedite the timing of the completion of the Merger by effecting the Merger pursuant to Delaware’s “short form” merger statute. Following the Offer, if, assuming the exercise of the Top-Up Option, Purchaser would not own at least 90% of the outstanding Shares, a Sybase stockholder vote is required to consummate the Merger. In such case, the approval of the Merger at a meeting of Sybase’s stockholders would be assured because of Purchaser’s ownership of at least a majority of the Shares (calculated on a Fully Diluted Basis in accordance with the Merger Agreement) following completion of the Offer. See Section 11(b)—“The Merger Agreement” and Section 11(h)—“Plans for Sybase.”

If I decide not to tender, how will the Offer affect my Shares?

If you decide not to tender your Shares in the Offer and the Merger occurs, you will subsequently receive the same amount of cash per Share that you would have received had you tendered your Shares in the Offer, without any interest being paid on such amount. Therefore, if the Merger takes place, and you do not validly exercise your appraisal rights under Section 262 of the Delaware General Corporation Law, the only difference to

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you between tendering your Shares and not tendering your Shares is that you will be paid earlier if you tender your Shares. If you do validly exercise your appraisal rights, then you may receive the judicially determined fair value of your Shares in cash. If you decide not to tender your Shares in the Offer and we purchase the tendered Shares, but the Merger does not occur, you will remain a Sybase stockholder. However, there may be so few remaining stockholders and publicly traded Shares that Sybase’s Common Stock may cease to be eligible to be traded on the NYSE or other securities exchanges and there may not be an active public trading market for the Sybase Common Stock. Also, as described above, Sybase may cease to be required to make filings with the Securities and Exchange Commission or otherwise comply with the Securities and Exchange Commission rules relating to publicly held companies. See the “Introduction” to this Offer to Purchase and Section 7—“Possible Effects of the Offer on the Market for the Shares; NYSE Listing and Controlled Company Status; Exchange Act Registration; Margin Regulations.”

What is the market value of my Shares as of a recent date?

The closing price for Shares reported on the NYSE was $41.57 per share on May 11, 2010, the last trading day before we announced the Merger Agreement, and $64.11 per share on May 25, 2010, the last full trading day prior to the commencement of the Offer. Before deciding whether to tender, you should obtain a current market quotation for the Shares.

How will my outstanding options, stock appreciation rights and shares of restricted stock be treated in the Offer and the Merger?

Options to acquire Shares and stock appreciation rights may not be tendered in the Offer. If you wish to tender Shares subject to options or stock appreciation rights, you must first exercise your options or stock appreciation rights (to the extent exercisable) in accordance with their terms in sufficient time to tender the Shares received in the Offer. Under the Merger Agreement, each option to purchase Shares and each stock appreciation right issued under any of the Sybase stock option plans that is unexpired, unexercised and outstanding as of the date on which the Purchaser accepts for payment Shares tendered in the Offer (the date and time of such acceptance for payment, the “Acceptance Time”), whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest thereon and less any required withholding of taxes, equal to the product of: (a) the aggregate number of shares of Sybase Common Stock subject to such option or stock appreciation right, and (b) the excess, if any, of the Offer Price over the per share exercise price under such option or stock appreciation right. See Section 11(b)—“The Merger Agreement” of this Offer to Purchase.

In accordance with the restrictions applicable to shares of restricted stock, shares of restricted stock may not be tendered in the Offer. The merger consideration that is otherwise payable under the Merger Agreement in exchange for shares of restricted stock will be paid by the Purchaser in a lump sum payment in cash, without interest thereon and less any required withholding of taxes, on the date upon which such shares of restricted stock would have vested under the applicable restricted stock award (provided that if the vesting terms and conditions are not satisfied and vesting ceases to continue at any point after the effective time of the Merger, no such payment will be made with respect to such restricted stock). The Merger Agreement provides that all amounts payable with respect to shares of restricted stock will be paid without interest. Notwithstanding the foregoing, each share of restricted stock held by a non-employee director of Sybase that is outstanding as of the Acceptance Time will be cancelled in exchange for a payment by the Purchaser in respect of each such share of restricted stock in an amount equal to the Offer Price, to be paid by Purchaser in a lump sum payment in cash as soon as practicable following the Acceptance Time. See Section 11(b)—“The Merger Agreement” of this Offer to Purchase.

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What are the material United States federal income tax consequences of tendering my Shares?

The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a Sybase stockholder that sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes equal to the difference, if any, between the amount of cash received and such stockholder’s tax basis in the Shares sold or exchanged. A summary of the material United States federal income tax consequences of the Offer and the Merger is included in Section 5—“Material United States Federal Income Tax Consequences.” You should consult your tax advisor about the tax consequences to you (including the application and effect of any state, local or foreign income and other tax laws) of participating in the Offer and the Merger in light of your particular circumstances. See Section 5—“Material United States Federal Income Tax Consequences” of this Offer to Purchase for further details.

Will I have the right to have my Shares appraised?

Appraisal rights are not available in connection with the Offer, and stockholders of Sybase who tender Shares in the Offer will not have appraisal rights in connection with the Merger. If the Merger is consummated, however, each stockholder of Sybase whose Shares have not been purchased by the Purchaser pursuant to the Offer, and who has neither voted in favor of the adoption of the Merger Agreement nor consented to the Merger in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the Delaware General Corporation Law, will be entitled to receive a judicial determination of the fair value of the holder’s Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine for Shares held by such holder. Any such judicial determination of the fair value of Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of the Shares. The value so determined could be higher or lower than the price per Share paid by us pursuant to the Offer. You should be aware that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262 of the Delaware General Corporation Law.

The foregoing summary of the rights of dissenting stockholders under the Delaware General Corporation Law does not purport to be a complete statement of the procedures to be followed by stockholders of Sybase desiring to exercise any available appraisal rights under Delaware law, and is qualified in its entirety by the full text of Section 262 of the Delaware General Corporation Law. See Section 11(e)—“Appraisal Rights.”

Who should I call if I have questions about the Offer? Where do I get additional copies of the Offer documents?

You may call MacKenzie Partners, Inc. at (212) 929-5500 (call collect) or toll-free at (800) 322-2885. MacKenzie Partners, Inc. is acting as the Information Agent for the Offer. You may also call Barclays Capital Inc., toll-free at (888) 610-5877. Barclays Capital Inc. is acting as the Dealer Manager for the Offer. See the back cover of this Offer to Purchase.

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To All Holders of Shares of Common Stock of Sybase, Inc.:

INTRODUCTION

Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”), is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock (the “Company Rights”) issued pursuant to the Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation (“Sybase”), and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase, at a price of $65.00 per Share (the “Offer Price”), net to the holder thereof in cash (without interest and less any required withholding of taxes), upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with this Offer to Purchase, the “Offer”). The Purchaser is a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”). SAP America is indirectly wholly owned by, and is the principal U.S. operating subsidiary of, SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”). SAP AG is one of the world’s leading providers of business software solutions.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 12, 2010 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among SAP America, the Purchaser and Sybase. Under the Merger Agreement, after the completion of the Offer and subject to specified conditions, the Purchaser will merge with and into Sybase (the “Merger”), with Sybase continuing as the surviving corporation and a wholly-owned subsidiary of SAP America (the “Surviving Corporation”). When the Merger is completed, each Share then outstanding (other than Shares that are held by Sybase, SAP America or any of their wholly-owned subsidiaries or Shares held by stockholders who properly exercise appraisal rights under the Delaware General Corporation Law (the “DGCL”)) will be converted into the right to receive $65.00, net to the holder in cash, without interest, less any required withholding of taxes. The Merger Agreement is described in detail in Section 11(b)—“The Merger Agreement” of this Offer to Purchase.

The Sybase board of directors (the “Sybase Board”) has duly and unanimously (a) determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Sybase and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (c) recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent stockholder approval is required under applicable law, adopt the Merger Agreement (the “Sybase Board Recommendation”).

Tendering stockholders of Sybase who have Shares registered in their names and who tender directly to American Stock Transfer and Trust Company, the Depositary for the Offer, will not be charged brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult with such institution as to whether it charges any service fees or commissions. However, if a stockholder of Sybase does not complete and sign the Substitute Form W-9 that is included in the Letter of Transmittal or otherwise establish an exemption, he or she may be subject to a required backup United States federal income tax withholding (currently at a rate of 28%) of the gross proceeds payable to such stockholder. See Section 3—“Procedures for Accepting the Offer and Tendering Shares.” SAP America will pay all charges and expenses of the Depositary, Barclays Capital Inc., the Dealer Manager, and MacKenzie Partners, Inc., the Information Agent, incurred in connection with the Offer. See Section 16—“Fees and Expenses.”

There is no financing condition to the Offer. The Purchaser is not required to purchase any Shares in the Offer unless (a) there have been validly tendered in the Offer and not properly withdrawn prior to the expiration

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of the Offer that number of Shares which (considered together with the number of Shares, if any, then directly or indirectly owned by SAP America or the Purchaser or with respect to which SAP America or the Purchaser otherwise has direct or indirect voting power) represents (i) at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and (ii) no less than a majority of the voting power of the shares of capital stock of Sybase then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of the Merger Agreement on the date Shares are accepted for payment (collectively, the “Minimum Condition”) and (b) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) has expired or been terminated and the approval of the European Commission under Council Regulation (EC) No. 139/2004 of 20 January 2004 of the Council of the European Union (the “EC Merger Regulation”) has been obtained (together, the “Antitrust Condition”). For purposes of determining whether the Minimum Condition has been satisfied, “Fully Diluted Basis” means, as of any date, the number of Shares outstanding, plus the number of shares of Sybase Common Stock underlying outstanding stock options, rights or other obligations under Sybase’s employee benefit plans, and warrants, options or other securities convertible or exchangeable into or exercisable for Shares or shares of Sybase Common Stock (but excluding for this purpose (a) stock options and stock appreciation rights to be canceled in accordance with the Merger Agreement as of the time the Purchaser accepts for payment Shares tendered pursuant to the Offer (the “Acceptance Time”) and (b) shares of Sybase Common Stock issuable upon conversion of Sybase’s 3.5% Convertible Senior Notes due 2029 (the “2009 Notes”); and provided that, unless exercisable, shares of Sybase Common Stock issuable with respect to the Company Rights shall be excluded from such number). The Offer also is subject to certain other terms and conditions. See Section 1—“Terms of the Offer,” Section 14—“Conditions of the Offer” and Section 15—“Legal Matters; Required Regulatory Approvals.”

Sybase has informed the Purchaser that, as of the close of business on May 10, 2010, it had 105,540,388 Shares outstanding on a Fully Diluted Basis, consisting of (a) 103,898,907 Shares that were issued and outstanding without restrictions imposed by Sybase (of which 18,378,553 Shares were held in treasury by Sybase) and (b) an aggregate of 1,641,481 Shares of restricted stock outstanding. None of SAP AG, SAP America, the Purchaser or any of their respective affiliates beneficially own any Shares. As a result, assuming that no Shares, options to acquire Shares or any other rights to acquire Shares are issued after May 10, 2010, the Minimum Condition will be satisfied if at least 52,770,195 Shares, which represent approximately 50% of the outstanding Shares (determined on a Fully Diluted Basis), are validly tendered and not properly withdrawn prior to the expiration of the Offer. The actual number of Shares required to be validly tendered and not properly withdrawn to satisfy the Minimum Condition will depend upon the actual number of outstanding voting securities (determined on a Fully Diluted Basis) of Sybase on the date that the Purchaser accepts Shares for payment pursuant to the Offer.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), the Purchaser will purchase all Shares validly tendered and not properly withdrawn in accordance with the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase on or prior to the expiration of the Offer. The Offer will expire at 9:00 p.m., New York City time, on Thursday, July 1, 2010, unless the Purchaser determines to, or is required to, extend the period of time for which the initial offering period of the Offer is open. See Section 1—“Terms of the Offer” for a description of the Purchaser’s rights and obligations with respect to extensions of the Offer. Following the Purchaser’s acceptance and payment for Shares tendered in the Offer, the Purchaser may, in order to enable it to acquire 90% of the Shares then outstanding, provide for a subsequent offering period (and one or more extensions thereof) of three to 20 business days as provided in Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during which stockholders of Sybase may tender, but not withdraw, their Shares and receive the Offer Price. See Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

Pursuant to the terms of the Merger Agreement, Sybase has granted to Purchaser an option (the “Top-Up Option”), exercisable in whole but not in part, to purchase, at a price per Share equal to the Offer Price, an aggregate number of Shares equal to the lowest number of Shares that, when added to the number of Shares

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acquired by Purchaser pursuant to the Offer, will constitute one Share more than 90% of the outstanding Shares (determined on a Fully Diluted Basis); provided, that the Top-Up Option is not exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed Sybase’s then authorized and unissued Shares (including as authorized and unissued Shares any treasury Shares) and (ii) if immediately after exercise and the issuance of Shares pursuant to the Top-Up Option, Purchaser would not hold of record at least 90% of the outstanding Shares (assuming the issuance of the Shares in respect of the Top-Up Option). Purchaser may exercise the Top-Up Option at any time after Purchaser has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn. The Top-Up Option is intended to expedite the timing of the completion of the Merger by effecting the Merger pursuant to Delaware’s “short form” merger statute. Following the Offer, if, assuming the exercise of the Top-Up Option, Purchaser would not own at least 90% of the outstanding Shares, a Sybase stockholder vote is required to consummate the Merger. In such case, the approval of the Merger at a meeting of Sybase’s stockholders would be assured because of Purchaser’s ownership of at least a majority of the Shares (calculated on a Fully Diluted Basis in accordance with the Merger Agreement) following completion of the Offer. See Section 11(b)—“The Merger Agreement” and Section 11(h)—“Plans for Sybase.”

Following the completion of the Offer, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, the Purchaser will merge with and into Sybase, with Sybase continuing as the Surviving Corporation. Pursuant to the Merger Agreement, at the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares that are held by Sybase, SAP America or any of their wholly-owned subsidiaries or Shares held by stockholders who properly exercise appraisal rights under the DGCL) will, by virtue of the Merger and without any action on the part of the holders of the Shares, be converted into the right to receive $65.00 net to the holder in cash, or any higher price paid per Share in the Offer, without interest and less any required withholding of taxes (the “Merger Consideration”). Section 11(b) of this Offer to Purchase contains a more detailed description of the Merger Agreement. Section 5 of this Offer to Purchase describes the material United States federal income tax consequences of the sale of Shares in the Offer (including any subsequent offering period) and the Merger.

Approval of the Merger requires the affirmative vote of holders of a majority of the outstanding Shares, unless the Merger is consummated as a short-form merger in accordance with Section 253(a) of the DGCL as described below. As a result, if the Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived by us and the Offer is completed, the Purchaser will own a sufficient number of Shares to ensure that the Merger will be approved by the stockholders of Sybase. See Section 11—“Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase.”

Section 253 of the DGCL provides that, if a corporation owns at least 90% of the outstanding shares of each class of stock of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, or itself into such subsidiary, without any action or vote on the part of the board of directors or the stockholders of such other corporation. Upon the terms and subject to the conditions of the Merger Agreement, in the event that the Purchaser acquires at least 90% of the then-outstanding Shares pursuant to the Offer, the parties have agreed to take all reasonably necessary and appropriate action to cause the Merger to become effective as promptly as practicable without a meeting of the stockholders of Sybase in accordance with Section 253 of the DGCL. See Section 11(b)—“The Merger Agreement.”

This Offer to Purchase and the related Letter of Transmittal contain important information that stockholders of Sybase should read carefully before making any decision with respect to the Offer.

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THE TENDER OFFER

1. Terms of the Offer

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), the Purchaser will purchase all Shares validly tendered and not properly withdrawn in accordance with the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase, on or prior to the Expiration Time. The “Expiration Time” is 9:00 p.m., New York City time, on Thursday, July 1, 2010, unless the Purchaser determines or is required to extend the period of time for which the initial offering period of the Offer is open, in which case the Expiration Time will be the time and date at which the initial offering period of the Offer, as so extended, will expire.

The Merger Agreement provides that, unless the Merger Agreement is terminated, the Purchaser will extend the Offer for successive periods of ten business days each if, at the then-scheduled Expiration Time, any of the conditions to the Offer set forth in Section 14—“Conditions of the Offer” of this Offer to Purchase have not been satisfied or, to the extent permitted, waived by SAP America or the Purchaser. The Merger Agreement provides that the Purchaser will also extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (“SEC”) or its staff applicable to the Offer.

The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the Antitrust Condition. Consummation of the Offer is also conditioned upon the satisfaction or waiver of other conditions set forth in Section 14—“Conditions of the Offer” of this Offer to Purchase.

In the event that the Purchaser waives any condition set forth in Section 14—“Conditions of the Offer” of this Offer to Purchase, the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to stockholders of Sybase, require that the Offer remain open for an additional period of time and that SAP America and the Purchaser disseminate information concerning such waiver. The Purchaser acknowledges that Rule 14e-1(c) under the Exchange Act requires the Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer.

Following the Purchaser’s acceptance and payment for Shares tendered in the Offer, the Purchaser may, in order to enable it to acquire 90% of the Shares then outstanding, provide for a subsequent offering period (and one or more extensions thereof) of three to 20 business days as provided in Rule 14d-11 under the Exchange Act. A subsequent offering period, if one is provided, will allow stockholders of Sybase to tender Shares after the Expiration Time and receive the same consideration that was paid in the Offer. In a subsequent offering period, Shares may be tendered in the Offer (except that Shares tendered may not be withdrawn) and the Purchaser will immediately accept and promptly pay for Shares as they are tendered. In the event that the Purchaser elects to provide a subsequent offering period, it will provide an announcement to that effect along with the results of the Offer to a national news service no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. The Expiration Time for the Offer is currently scheduled for 9:00 p.m., New York City time, on Thursday, July 1, 2010.

The Purchaser reserves the right, in accordance with applicable rules and regulations of the SEC and with the Merger Agreement, to increase the Offer Price, waive any condition to the Offer or make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by Sybase in writing, the Purchaser is not permitted to:

• decrease the Offer Price;

• change the form of consideration payable in the Offer;

• reduce the maximum number of Shares to be purchased in the Offer;

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• amend or waive the Minimum Condition;

• amend or modify any of the other conditions and requirements to the Offer in a manner adverse to the holders of Shares;

• impose conditions to the Offer in addition to those set forth in Section 14—“Conditions of the Offer” of this Offer to Purchase; or

• extend the Offer except as permitted or required by the Merger Agreement.

If, prior to the Expiration Time, the Purchaser increases the Offer Price offered to stockholders of Sybase in the Offer, the Purchaser will pay the increased price to all stockholders of Sybase from whom the Purchaser purchases Shares in the Offer, whether or not Shares were tendered before the increase in price. As of the date of this Offer to Purchase, the Purchaser has no intention to increase the Offer Price.

The rights the Purchaser reserves in the preceding paragraph are in addition to its rights pursuant to Section 14—“Conditions of the Offer” of this Offer to Purchase. Any extension, waiver or amendment of the Offer, delay in acceptance for payment or payment, or termination of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of material changes), and without limiting the manner in which the Purchaser may choose to make any public announcement, the Purchaser will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder’s Shares.

If the Purchaser makes a material change in the terms of the Offer, or if the Purchaser waives a material condition to the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by applicable law and the applicable regulations of the SEC. The minimum period during which the Offer must remain open following material changes in the terms of the Offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC’s view, a tender offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and, if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum of ten business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum ten business day period from the date of the change is generally required to allow for adequate dissemination to stockholders. Accordingly, if, prior to the Expiration Time, the Purchaser decreases the number of Shares being sought, or increases or decreases the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of the increase or decrease is first published, sent or given to stockholders of Sybase, the Purchaser will extend the Offer at least until the expiration of that ten business day period. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Sybase has provided SAP America and the Purchaser with its stockholder lists and security position listings for the purpose of disseminating the Offer to stockholders of Sybase. This Offer to Purchase, the related Letter of Transmittal and other relevant materials will be mailed to record holders of Shares, and will be furnished to brokers, dealers, commercial banks, trust companies or other nominees whose names appear on the security holder lists or, if applicable, that are listed as participants in a clearing agency’s security position listing, for forwarding to beneficial owners of Shares.

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2. Acceptance for Payment and Payment for Shares

Upon the terms and subject to the conditions of the Offer (including, if the Purchaser extends or amends the Offer, the terms and conditions of the Offer as so extended or amended) and the applicable rules and regulations of the SEC, promptly after the Expiration Time, the Purchaser will purchase, by accepting for payment, and will pay for, all Shares validly tendered and not properly withdrawn (as permitted by Section 4—“Withdrawal Rights” of this Offer to Purchase) prior to the Expiration Time. If the Purchaser includes a subsequent offering period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered during the subsequent offering period. For information with respect to approvals that SAP America and the Purchaser are or may be required to obtain prior to the completion of the Offer, including under the HSR Act, the EC Merger Regulation and other laws and regulations, see Section 15—“Legal Matters; Required Regulatory Approvals.”

For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price for the Shares with the Depositary, which will act as agent for tendering stockholders of Sybase for the purpose of receiving payments from the Purchaser and transmitting such payments to stockholders of Sybase whose Shares have been accepted for payment. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described under Section 4—“Withdrawal Rights” of this Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act, which requires that the Purchaser pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer.

Under no circumstances will the Purchaser pay interest on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.

In all cases, the Purchaser will pay for Shares purchased pursuant to the Offer only after timely receipt by the Depositary of: (a) certificates representing tendered Shares (“Certificates”) or timely confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at The Depository Trust Company (the “DTC”) pursuant to the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase; (b) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined below) in connection with a book-entry transfer; and (c) any other documents required by the Letter of Transmittal.

The term “Agent’s Message” means a message transmitted by the DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which message states that the DTC has received an express acknowledgment from the participant in the DTC tendering the Shares that are the subject of the Book-Entry Confirmation that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce that agreement against the participant.

If the Purchaser does not purchase any tendered Shares pursuant to the Offer for any reason, or if you submit Certificates representing more Shares than are tendered, the Purchaser will return Certificates representing unpurchased or untendered Shares (or, in the case of Shares delivered by Book-Entry Confirmation of a transfer into the Depositary’s account at the DTC pursuant to the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase, Shares will be credited to an account maintained within the DTC), without expense to you, as promptly as practicable following the expiration, termination or withdrawal of the Offer.

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3. Procedures for Accepting the Offer and Tendering Shares

Valid Tender of Shares. Except as set forth below, in order for you to tender Shares in the Offer, the Depositary must receive the Letter of Transmittal (or a facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Time, and either (a) you must deliver Certificates representing tendered Shares to the Depositary or you must cause your Shares to be tendered pursuant to the procedure for book-entry transfer set forth below and the Depositary must receive Book-Entry Confirmation, in each case, on or prior to the Expiration Time, or (b) you must comply with the guaranteed delivery procedures set forth below.

The method of delivery of Certificates, the Letter of Transmittal and all other required documents, including delivery through the DTC, is at your option and sole risk, and delivery will be considered made only when the Depositary actually receives the Certificates, the Letter of Transmittal and all other required documents. If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, you should allow sufficient time to ensure timely delivery prior to the Expiration Time.

Book-Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the DTC may make book-entry delivery of Shares by causing the DTC to transfer the Shares into the Depositary’s account at the DTC in accordance with the DTC’s procedures. Although Shares may be delivered through Book-Entry Confirmation of a transfer into the Depositary’s account at the DTC, the Depositary must receive the Letter of Transmittal (or a facsimile thereof), properly completed and signed, with any required signature guarantees, or an Agent’s Message in connection with a book-entry transfer, and any other required documents, at one of its addresses set forth on the back cover of this Offer to Purchase at or before the Expiration Time, or you must comply with the guaranteed delivery procedures set forth below. Delivery of documents to the DTC in accordance with the DTC’s procedures does not constitute delivery to the Depositary.

For Shares to be validly tendered during a subsequent offering period, if any, you must comply with the foregoing procedures, except that required documents and Certificates must be received during the subsequent offering period.

The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that you have full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. The Purchaser’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the Purchaser and you upon the terms and subject to the conditions of the Offer.

Signature Guarantees. A bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act) (each, an “Eligible Institution” and collectively, “Eligible Institutions”) must guarantee signatures on all Letters of Transmittal, unless the Shares tendered are tendered (a) by a registered holder of Shares that has not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” in the Letter of Transmittal or (b) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal.

If Certificates are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made to, or Certificates for unpurchased Shares are to be issued or returned to, a person other than the registered holder, then the tendered Certificates must be endorsed or accompanied by appropriate stock

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powers, signed exactly as the name or names of the registered holder or holders appear on the Certificates, with the signatures on such Certificates or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

If Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal) must accompany each delivery of Certificates.

Guaranteed Delivery. If you want to tender Shares in the Offer and your Certificates are not immediately available or time will not permit all required documents to reach the Depositary at or before the Expiration Time or the procedures for book-entry transfer cannot be completed at or before the Expiration Time, your Shares may nevertheless be tendered if you comply with all of the following guaranteed delivery procedures:

• your tender is made by or through an Eligible Institution;

• the Depositary receives, as described below, a properly completed and signed Notice of Guaranteed Delivery at or before the Expiration Time, substantially in the form made available by the Purchaser; and

• the Depositary receives Certificates (or a Book-Entry Confirmation) representing all tendered Shares, in proper form for transfer together with a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by the Letter of Transmittal within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

Delivery of the Notice of Guaranteed Delivery may be made by mail or facsimile transmission to the Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Notwithstanding any other provision of the Offer, the Purchaser will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (a) Certificates representing such Shares, or Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at the DTC, (b) a properly completed and duly executed Letter of Transmittal (or facsimile of the Letter of Transmittal), together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and (c) any other documents required by the Letter of Transmittal. Accordingly, payment might not be made to all tendering stockholders of Sybase at the same time, and will depend upon when the Depositary receives Certificates or Book-Entry Confirmation that Shares have been transferred into the Depositary’s account at the DTC.

Backup United States Federal Income Tax Withholding. Under United States federal income tax law, the Depositary may be required to withhold and remit to the U.S. Internal Revenue Service (the “IRS”) 28% of the amount of any payments made pursuant to the Offer or the Merger. To avoid backup withholding, unless an exemption applies and is adequately established, a stockholder of Sybase that is a U.S. person (as defined for United States federal income tax purposes) must provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) and certify under penalties of perjury that the TIN is correct and that such stockholder is not subject to backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. If a stockholder of Sybase does not provide (a) its correct TIN and fails to provide the certifications described above or (b) an otherwise adequate basis of exemption, the IRS may impose a penalty on such stockholder and any payment made to such stockholder pursuant to the Offer or the Merger may be subject to backup withholding. All stockholders of Sybase surrendering Shares pursuant to the Offer or the Merger that are U.S. persons should complete and sign the Substitute Form W-9 included in the Letter of Transmittal to provide the information and certifications necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depositary). Certain stockholders of Sybase

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(including, among others, all corporations and certain foreign individuals and foreign entities) may not be subject to backup withholding at a rate of 28%. Stockholders of Sybase that are foreign persons should complete and sign the appropriate Form W-8 (a copy of which may be obtained from the Depositary) in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate. See Instruction 11 of the Letter of Transmittal. To avoid possible erroneous backup withholding, exempt U.S. stockholders of Sybase, while not required to file the Substitute Form W-9, should complete and return the Substitute Form W-9 (checking the “Exempt from backup withholding” box on its face).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from payments made to a stockholder of Sybase may be refunded or credited against such stockholder’s United States federal income tax liability, if any, provided that the required information is furnished to the IRS.

Appointment as Proxy. By executing the Letter of Transmittal, you irrevocably appoint the Purchaser’s designees, and each of them, as your agents, attorneys-in-fact and proxies, with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of your rights with respect to Shares that you tender and that the Purchaser accepts for payment and with respect to any and all other Shares and other securities or rights issued or issuable in respect of those Shares on or after the date of this Offer to Purchase. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. This appointment will be effective when the Purchaser accepts your Shares for payment in accordance with the terms of the Offer. Upon acceptance for payment, all other powers of attorney and proxies given by you with respect to your Shares and other securities or rights prior to such payment will be revoked, without further action, and no subsequent powers of attorney and proxies may be given by you (and, if given, will not be deemed effective). The Purchaser’s designees will, with respect to the Shares and other securities and rights for which the appointment is effective, be empowered to exercise all your voting and other rights as they, in their sole discretion, may deem proper at any annual or special meeting of stockholders of Sybase, or any adjournment or postponement thereof, or by consent in lieu of any such meeting of stockholders of Sybase or otherwise. In order for Shares to be deemed validly tendered, immediately upon the acceptance for payment of such Shares, the Purchaser or its designee must be able to exercise full voting rights with respect to Shares and other securities, including voting at any meeting of stockholders of Sybase.

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion. The Purchaser reserves the absolute right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by the Purchaser not to be in proper form or the acceptance of or payment for which may, in the opinion of the Purchaser’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer, except the Minimum Condition (which waiver requires Sybase’s prior written consent) or any defect or irregularity in any tender of Shares of any particular stockholder of Sybase, whether or not similar defects or irregularities are waived in the case of other stockholders of Sybase. All questions as to the interpretation of the terms and conditions of the Offer will be determined by the Purchaser, in its sole discretion. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured or waived by the Purchaser. None of SAP America, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Dealer Manager, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

4. Withdrawal Rights

You may withdraw Shares that you have previously tendered in the Offer at any time prior to the Expiration Time (including any extension of such time). Thereafter, tenders of Shares are irrevocable. If not accepted for payment as provided in this Offer to Purchase prior to July 24, 2010, you may also withdraw such Shares at any time after July 24, 2010. In the event we provide a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such subsequent offering period or to Shares tendered in the Offer and accepted for payment prior to the commencement of such subsequent offering period.

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If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to the Purchaser’s rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on the Purchaser’s behalf, retain Shares that you have tendered, and you may not withdraw your Shares, except to the extent that you are entitled to and properly exercise withdrawal rights as described in this Section 4—“Withdrawal Rights.” Any such delay will be by an extension of the Offer to the extent required by applicable law and the rules and regulations of the SEC.

In order for your withdrawal of Shares to be effective, you must timely deliver a written or facsimile transmission notice of withdrawal to the Depositary at one of its addresses or fax numbers set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify your name, the number of Shares that you want to withdraw, and (if Certificates have been tendered) the name of the registered holder of Shares as shown on the Certificate, if different from your name. If Certificates for the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of Certificates, you must submit to the Depositary the serial numbers shown on the particular Certificates evidencing Shares to be withdrawn and an Eligible Institution must guarantee the signatures on the notice of withdrawal, except in the case of Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase, the notice of withdrawal must specify the name and number of the account at the DTC to be credited with the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the first sentence of this paragraph.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion. None of SAP AG, SAP America, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Dealer Manager, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

You may not rescind a withdrawal of Shares. Any Shares that you properly withdraw will be considered not to have been validly tendered for purposes of the Offer, but you may tender your Shares again at any time before the Expiration Time by following any of the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of this Offer to Purchase.

5. Material United States Federal Income Tax Consequences

The following is a summary of the material United States federal income tax consequences of the Offer and the Merger to stockholders of Sybase whose Shares are tendered and accepted for payment pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This discussion is for general information only and does not purport to consider all aspects of United States federal income taxation that might be relevant to stockholders of Sybase. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary regulations thereunder and administrative and judicial interpretations thereof, all of which are subject to change, possibly with retroactive effect. The discussion applies only to stockholders of Sybase in whose hands Shares are capital assets within the meaning of Section 1221 of the Code. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the tax consequences of the Offer and the Merger. This discussion does not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to certain types of stockholders (including, without limitation, insurance companies, tax-exempt organizations, financial institutions, regulated investment companies, partnerships, S-corporations, and other pass-through entities and broker-dealers) who may be subject to special rules under the Code. This discussion does not discuss the United States federal income tax consequences to any stockholder of Sybase who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust, or a U.S. holder having a functional currency other than the U.S. dollar,

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nor does it consider federal estate or gift tax laws or foreign, state or local tax laws. This discussion also does not address tax considerations that may be relevant to stockholders of Sybase in light of their particular circumstances, such as holding Shares as part of a straddle, hedge, conversion, or constructive sale transaction, an integrated investment or other risk-reduction transaction. This discussion does not address the United States federal income tax consequences to a stockholder who receives consideration as the result of the vesting and/or the deemed exercise of stock options or warrants or as the result of the vesting of restricted stock. If a partnership holds the Shares, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding Shares should consult their tax advisors regarding the tax consequences of the Offer and the Merger.

If any of these circumstances that are not addressed apply to you, you should consult your own tax advisor.

Because individual circumstances may differ, each stockholder should consult its, his or her own tax advisor to determine the applicability of the rules discussed below and the particular tax effects of the Offer and the Merger on a beneficial holder of Shares, including the application and effect of the alternative minimum tax and any state, local and foreign tax laws and of changes in such laws.

The exchange of Shares for cash pursuant to the Offer or the Merger will be a taxable transaction for United States federal income tax purposes. In general, a stockholder who sells Shares pursuant to the Offer or receives cash in exchange for Shares pursuant to the Merger will recognize gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received for the Shares and the stockholder’s adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired at the same price per share in a single transaction) tendered pursuant to the Offer or exchanged for cash pursuant to the Merger. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the stockholder’s holding period for such Shares is more than one year at the time of consummation of the Offer or the Merger, as the case may be. Long-term capital gains recognized by a non-corporate stockholder upon a disposition of a Share generally will be eligible for reduced United States federal income tax rates. In the case of a Share that has been held for one year or less, such capital gains generally will be subject to tax at ordinary income tax rates. Certain limitations apply to the use of a stockholder’s capital losses.

In general, Sybase stockholders who exercise appraisal rights will also recognize gain or loss. Any holder considering exercising statutory appraisal rights should consult his, her or its own tax advisor.

A stockholder whose Shares are purchased in the Offer or exchanged for cash pursuant to the Merger may be subject to backup withholding at a rate of 28%, unless certain information is provided to the Depositary or an exemption applies. See Section 3—“Procedures for Accepting the Offer and Tendering Shares.”

You are urged to consult your tax advisor with respect to the specific tax consequences to you of the Offer, the subsequent offering period (if one is provided) and the Merger, including United States federal, state, local and foreign tax consequences.

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6. Price Range of the Shares; Dividends

The Shares are traded on the NYSE under the symbol “SY.” The following table sets forth, for the periods indicated, the high and low closing prices per Share on the NYSE as reported by published financial sources:

	High		Low
Fiscal 2008
First Quarter	$	28.59	$	24.95
Second Quarter		33.09		25.74
Third Quarter		36.53		28.50
Fourth Quarter		30.60		22.44
Fiscal 2009
First Quarter	$	31.38	$	23.95
Second Quarter		34.47		29.75
Third Quarter		38.90		29.74
Fourth Quarter		44.06		37.98
Fiscal 2010
First Quarter	$	48.20	$	40.15
Second Quarter (through May 25, 2010)	$	64.65	$	39.54

Sybase has never paid cash dividends on the Shares. Under the terms of the Merger Agreement, Sybase is not permitted to declare or pay dividends with respect to the Shares without the consent of SAP America (other than dividends paid by a wholly-owned subsidiary of Sybase to Sybase or another wholly-owned subsidiary of Sybase in the ordinary course of business consistent with past practice).

On May 11, 2010, the last full day of trading prior to the announcement of the execution of the Merger Agreement, the reported closing price on the NYSE for the Shares was $41.57 per Share. On May 25, 2010, the last full day of trading prior to the commencement of the Offer, the reported closing price on the NYSE for the Shares was $64.11 per Share. Stockholders of Sybase are urged to obtain current market quotations for the Shares.

7. Possible Effects of the Offer on the Market for the Shares; NYSE Listing and Controlled Company Status; Exchange Act Registration; Margin Regulations

Possible Effects of the Offer on the Market for the Shares. The purchase of Shares pursuant to the Offer will reduce the number of Shares that might otherwise trade publicly, will adversely affect the liquidity of and could adversely affect the market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Offer also can be expected to reduce the number of holders of Shares. SAP America and the Purchaser cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Offer Price.

NYSE Listing and Controlled Company Status. Depending on the number of Shares purchased pursuant to the Offer, the Shares may cease to meet the published guidelines for continued listing on the NYSE. According to the published NYSE guidelines, the NYSE would consider delisting the Shares if, among other things:

(i) the total number of holders of Shares fell below 400;

(ii) the total number of holders of Shares fell below 1,200 and the average monthly trading volume over the most recent 12 months was less than 100,000 Shares;

(iii) the number of publicly held Shares (exclusive of holdings of officers, directors and their families and other concentrated holdings of 10% or more) fell below 600,000;

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(iv) Sybase’s average global market capitalization over a consecutive 30-trading-day period was less than $25 million; or

(v) the average closing price per share was less than $1.00 over a consecutive 30-trading-day period.

If, as a result of the purchase of Shares in the Offer or otherwise, the Shares no longer meet the requirements of the NYSE for continued listing and the listing of the Shares is discontinued, the market for the Shares could be adversely affected.

If the NYSE were to delist the Shares, it is possible that the Shares would trade on another securities exchange or in the over-the-counter market and that price or other quotations would be reported by such exchange or other sources. The extent of the public market for the Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and/or the aggregate market value of the publicly held Shares at the time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act as described below and other factors. Trading in Shares will cease upon consummation of the Merger if trading has not ceased earlier as discussed above.

After the completion of the Offer, Sybase will be eligible to elect “controlled company” status pursuant to Rule 303A.00 of the NYSE Listed Company Manual. Upon making an election to be a “controlled company,” Sybase would be exempt from the requirement that the Sybase Board be composed of a majority of “independent directors” and the related rules covering the independence of directors serving on the compensation committee and the board affairs committee of the Sybase Board. The controlled company exemption does not modify the independence requirements for Sybase’s audit committee. We expect Sybase to elect “controlled company” status following completion of the Offer.

Exchange Act Registration. The Shares currently are registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated upon application by Sybase to the SEC if the Shares are not listed on a “national securities exchange” and there are fewer than 300 record holders of Shares. According to Sybase’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, there were approximately 1,043 holders of record of Shares as of February 12, 2010. Termination of registration of the Shares under the Exchange Act would substantially reduce the information that Sybase is required to furnish to the stockholders of Sybase and the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act and the requirements of furnishing a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) or 14(c) of the Exchange Act and the related requirement of an annual report, no longer applicable to Sybase. If the Shares cease to be registered under the Exchange Act, the requirements of Rule 13e-3 promulgated under the Exchange Act with respect to “going private” transactions would no longer be applicable to Sybase. In addition, the ability of “affiliates” of Sybase and persons holding “restricted securities” of Sybase to dispose of the securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would cease to be “margin securities” or eligible for listing on the NYSE. SAP America and the Purchaser believe that the purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act, and it is the Purchaser’s intention to cause Sybase to make an application for termination of registration of the Shares as soon as possible after successful completion of the Offer if the Shares are then eligible for termination.

If registration of the Shares is not terminated prior to the Merger, then the registration of the Shares under the Exchange Act and the listing of the Shares on the NYSE (unless delisted as set forth above in “—NYSE Listing and Controlled Company Status”) will be terminated following the completion of the Merger.

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Margin Regulations. The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which regulations have the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares for the purpose of buying, carrying or trading in securities (“Purpose Loans”). Depending upon factors, such as the number of record holders of Shares and the number and market value of publicly held Shares, following the purchase of Shares pursuant to the Offer, the Shares might no longer constitute “margin securities” for purposes of the Federal Reserve Board’s margin regulations, and, therefore, could no longer be used as collateral for Purpose Loans made by brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute margin securities.

8. Certain Information Concerning Sybase

General. Except as otherwise set forth herein, the information concerning Sybase contained in this Offer to Purchase has been furnished by Sybase or taken from or based upon publicly available documents and records on file with the SEC and other public sources. None of SAP AG, SAP America, the Purchaser, or any of their respective affiliates, the Dealer Manager, the Information Agent or the Depositary assumes any responsibility for the accuracy of the information concerning Sybase contained in such documents and records or for any failure by Sybase to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to SAP AG, SAP America, the Purchaser, or any of their respective affiliates, the Dealer Manager, the Information Agent or the Depositary. The following description of Sybase and its business has been taken from Sybase’s Annual Report on Form 10-K for the annual period ended December 31, 2009, and is qualified in its entirety by reference thereto.

Sybase is a Delaware corporation with its principal executive offices located at One Sybase Drive, Dublin, California 94568. Sybase’s telephone number is (925) 236-5000.

Sybase is a global enterprise software and services company exclusively focused on managing and mobilizing information. Sybase was founded and incorporated in California on November 15, 1984, and was re-incorporated in Delaware on July 1, 1991. During 2009, Sybase’s business was organized into three principal operating segments: (a) Infrastructure Platform Group, (b) iAnywhere Solutions, and (c) Sybase 365.

Certain Sybase Projections. In connection with SAP America’s due diligence review, Sybase provided to SAP America projected financial information for Sybase for fiscal years 2010 through 2012 (the “Projections”). The Projections were prepared solely for Sybase’s internal use and were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles. Neither Sybase’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections included below, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Projections.

The Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Sybase’s business, all of which are difficult to predict and many of which are beyond Sybase’s control. The Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such Projections, including, but not limited to, Sybase’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in Sybase’s reports filed with the SEC. There can be no assurance that the projected results will be realized or that actual results will not be

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significantly higher or lower than projected. The Projections cover multiple years and such information by its nature becomes less predictive with each successive year. In addition, the Projections will be affected by Sybase’s ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which the Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond Sybase’s control. The Projections also reflect assumptions as to certain business decisions that are subject to change. Such Projections cannot, therefore, be considered a guaranty of future operating results, and this information should not be relied on as such. The inclusion of this information should not be regarded as an indication that Sybase, SAP AG, SAP America, Purchaser, any of their respective advisors or anyone who received this information then considered, or now considers, it necessarily predictive of actual future events, and this information should not be relied upon as such. None of Sybase, SAP AG, SAP America, Purchaser, any of their respective affiliates or any other person assumes any responsibility for the validity, reasonableness, accuracy or completeness of the Projections described below. None of Sybase, SAP AG, SAP America, Purchaser, any of their respective affiliates or representatives intends to, and each of them disclaims any obligation to, update, revise or correct such Projections if they are or become inaccurate (even in the short term).

The Projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the potential acquisition of Sybase by SAP America and Purchaser pursuant to the Offer and the Merger. There can be no assurance that the announcement of the Offer and the Merger will not cause customers of Sybase to delay or cancel purchases of Sybase’s services pending the consummation of the Offer and the Merger or the clarification of SAP AG’s intentions with respect to the conduct of Sybase’s business thereafter. Any such delay or cancellation of customer sales is likely to adversely affect the ability of Sybase to achieve the results reflected in such Projections. Further, the Projections do not take into account the effect of any failure to occur of the Offer or the Merger and should not be viewed as accurate or continuing in that context.

The inclusion of the Projections herein should not be deemed an admission or representation by Sybase, SAP AG, SAP America or Purchaser that they are viewed by Sybase, SAP AG, SAP America or Purchaser as material information of Sybase, and in fact Sybase has informed the Purchaser that it views the Projections as non-material because of the inherent risks and uncertainties associated with such long-range forecasts.

These internal Projections are not being included in this Offer to Purchase to influence your decision whether to tender your shares in the Offer or because we believe they are material, but are being included because they were made available by Sybase to us. The information from the Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Sybase contained elsewhere in this Offer to Purchase, Sybase’s Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 and Sybase’s public filings with the SEC. In light of the foregoing factors and the uncertainties inherent in Sybase’s projections, stockholders are cautioned not to place undue, if any, reliance on the Projections included in this Statement.

Sybase Projected Financial Information

	Fiscal Year Ended December 31,
	2010		2011		2012
	(in thousands, except per share data)
Revenue	$	1,227,010	$	1,324,458	$	1,437,266
Operating income	$	373,829	$	417,797	$	467,201
Net income	$	235,084	$	264,239	$	302,336
Cash earnings per share (diluted)	$	2.63	$	2.88	$	3.21

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Available Information. The Shares are registered under the Exchange Act. Accordingly, Sybase is subject to the information reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other matters. You may read and copy such reports, proxy statements or other information at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Sybase’s SEC filings are also available to the public from commercial document retrieval services and at the Internet world wide web site maintained by the SEC at http://www.sec.gov.

9. Certain Information Concerning SAP AG, SAP America and the Purchaser

SAP AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany. SAP AG’s principal executive offices are located at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany. SAP AG’s telephone number is +49-6227-7-47474. SAP AG is one of the leading international providers of business software and, based on market capitalization, is the world’s third-largest independent software manufacturer. SAP AG and its subsidiaries have more than 95,000 customers in over 120 countries and employ more than 47,500 people at locations in more than 50 countries. SAP AG’s principal business is selling licenses for software solutions and related services.

SAP America is a Delaware corporation and an indirectly wholly-owned subsidiary of SAP AG and the principal U.S. operating subsidiary of SAP AG. SAP America’s principal executive offices are located at 3999 West Chester Pike, Newtown Square, PA, 19073, USA and its telephone number is (610) 661-1000. SAP AG began operating in the United States in 1988 through SAP America. SAP America engages in regional operations, administration, marketing, sales, consulting, training, customer support and research and development.

The Purchaser’s principal executive offices are located at 3999 West Chester Pike, Newtown Square, PA, 19073, USA. The Purchaser is a newly-formed Delaware corporation and a wholly-owned subsidiary of SAP America. The Purchaser was formed for the purpose of making the Offer and has not conducted, and does not expect to conduct, any business other than in connection with its organization, the Offer and the Merger.

The name, business address and business telephone number, citizenship, present principal occupation or employment and material occupations, positions, offices or employment held during the past five years of each of the members of the Executive Board and the Supervisory Board and each executive officer of SAP AG and each of the directors and executive officers of SAP America and the Purchaser are set forth in Schedule I to this Offer to Purchase.

None of SAP AG, SAP America, the Purchaser or any associate or majority owned subsidiary of SAP AG, SAP America or the Purchaser, or, to the knowledge of SAP AG, SAP America and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority owned subsidiary of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of Sybase. None of SAP AG, SAP America, the Purchaser or any associate or majority owned subsidiary of SAP AG, SAP America or the Purchaser, or, to the knowledge of SAP AG, SAP America and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase or any associate or majority owned subsidiary of any of the persons so listed, has effected any transaction in the Shares or any other equity securities of Sybase during the past 60 days. None of SAP AG, SAP America, the Purchaser or, to the knowledge of SAP AG, SAP America and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Sybase (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss, or the giving or withholding of proxies, consents or authorizations). Except as described in this Offer to Purchase, since May 26, 2008, there have been no transactions that would require reporting under the rules and

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regulations of the SEC between SAP AG, SAP America, the Purchaser or any of their respective subsidiaries or, to the knowledge of SAP AG, SAP America and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Sybase or any of its executive officers, directors or affiliates, on the other hand. Except as described in this Offer to Purchase, since May 26, 2008, there have been no contacts, negotiations or transactions between SAP AG, SAP America, the Purchaser or any of their respective subsidiaries or, to the knowledge of SAP AG, SAP America and the Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Sybase or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

None of the persons listed in Schedule I to this Offer to Purchase has, to the knowledge of SAP AG, SAP America or the Purchaser, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons listed in Schedule I to this Offer to Purchase has, to the knowledge of SAP AG, SAP America or the Purchaser, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, United States federal or state securities laws, or a finding of any violation of United States federal or state securities laws.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, SAP AG, SAP America and the Purchaser filed with the SEC a Tender Offer Statement on Schedule TO (the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. In addition, SAP AG is subject to the information reporting requirements of the Exchange Act applicable to foreign private issues and, in accordance therewith, is required to file periodic reports and other information with the SEC. You may read and copy the Schedule TO and the exhibits thereto, and such reports or other information at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. SAP AG’s SEC filings are also available to the public from commercial document retrieval services and at the Internet world wide web site maintained by the SEC at http://www.sec.gov.

Neither the Purchaser nor SAP America is subject to the informational filing requirements of the Exchange Act and, consequently, neither is required to file periodic reports, proxy statements and other information with the SEC relating to its business or financial condition.

10. Background of the Offer; Past Contacts or Negotiations with Sybase

Sybase and SAP AG have had commercial dealings for a number of years. SAP AG’s strength in enterprise applications is complimentary to Sybase’s leadership in enterprise mobility. In June 2008, Sybase and SAP AG began discussing a strategic commercial relationship for the purpose of co-innovating and collaborating to extend SAP AG’s customer relationship management applications to a variety of mobile device platforms, including Apple’s iPhone, Windows Mobile and other mobile devices, using Sybase’s Unwired Platform. These discussions led to a Software Development Cooperation Agreement between Sybase and SAP AG that was entered into on October 1, 2008, and which was jointly announced by Sybase and SAP AG on March 11, 2009. The first SAP AG mobile solutions using Sybase’s Unwired Platform were launched at an industry trade conference in early March 2010, and Sybase and SAP AG are continuing to codevelop additional enhancements and mobile solutions.

During this March 2010 industry trade conference, Bill McDermott, SAP AG’s co-Chief Executive Officer and a member of SAP AG’s executive board, contacted John Chen, Sybase’s Chief Executive Officer, by telephone to discuss expanding the strategic commercial relationship between the two companies and whether Sybase would be willing to engage in preliminary discussions regarding a possible acquisition of Sybase by SAP AG.

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On March 11, 2010, James Mackey, SAP AG’s head of corporate development, and Mr. Chen had a meeting at Sybase’s headquarters in Dublin, California, and had preliminary discussions regarding the expansion of the strategic commercial relationship between the two companies and a possible acquisition of Sybase by SAP AG.

On March 15, 2010, Mr. McDermott and Mr. Chen had a meeting at SAP America’s office in Palo Alto, California to also preliminarily discuss a possible acquisition of Sybase by SAP AG and the strategic rationale for a potential combination of the two companies.

On April 7, 2010, Mr. McDermott contacted Mr. Chen by telephone to further discuss a possible acquisition of Sybase by SAP AG.

Also on April 7, 2010, Mr. Chen had a video conference call with Hasso Plattner, Chairman of SAP AG’s supervisory board, to discuss a potential acquisition of Sybase by SAP.

Following Mr. McDermott’s April 7, 2010 telephone call with Mr. Chen, Mr. Chen and Mr. McDermott held several telephonic discussions in early April 2010 regarding the potential benefits and synergies of a possible acquisition of Sybase by SAP AG. During these discussions, Messrs. Chen and McDermott did not propose or discuss specific terms of a potential acquisition. Mr. Chen and Mr. McDermott scheduled a meeting for April 15, 2010 between the Sybase and SAP AG technology teams to identify potential synergies between Sybase and SAP AG.

On April 8, 2010, Dr. Raj Nathan, Executive Vice President and Chief Marketing Officer of Sybase, met with Sethu Meenakshisundarm, SAP AG’s vice president of technology strategy, in Fremont, California, to discuss meeting objectives and an agenda in preparation for the April 15, 2010 technology team meeting.

On April 10, 2010, Mr. Chen had a telephone call with Vishal Sikka, SAP AG’s Chief Technology Officer, to discuss Sybase’s technology and the strategic rationale for the possible acquisition.

On April 12, 2010, Daniel R. Carl, Vice President, General Counsel and Secretary of Sybase, began discussions with Mr. Mackey and Arlen Shenkman, SAP AG’s vice president of corporate development, regarding a mutual non-disclosure agreement between Sybase and SAP AG to facilitate more detailed discussions. Between April 12, 2010 and April 19, 2010, Mr. Carl and, after April 16, 2010, representatives of Shearman & Sterling LLP (“S&S”), Sybase’s outside counsel, engaged in discussions and negotiations regarding the terms and conditions of this mutual non-disclosure agreement with SAP AG and its outside counsel, Jones Day (“Jones Day”).

On April 15, 2010, Dr. Nathan and Billy Ho, Senior Vice President and General Manager—PTO of Sybase, and other members of Sybase’s technology team held a video conference call with Messrs. Sikka, Mackey and Meenakshisundaram and other members of SAP AG’s technology team to discuss in-memory and database technologies and to identify potential technology and business synergies between Sybase and SAP AG.

On April 19, 2010, Sybase and SAP AG entered into the mutual non-disclosure agreement. See Section 11(c)— “The Mutual Non-Disclosure Agreement” of this Offer to Purchase.

On April 20, 2010, SAP AG delivered a written non-binding proposal to Sybase for SAP AG to acquire all of the outstanding Shares for a purchase price of $61.00 per Share in cash. SAP AG’s proposal also indicated that in connection with its continuing evaluation of an acquisition of Sybase, it required as a condition of its offer and to any further discussions that Sybase agree to negotiate exclusively with SAP AG for a period of 30 days, and would require that period of time to complete its due diligence.

On April 21, 2010, Mr. Chen met with Mr. Sikka in Palo Alto, California, to discuss the technology vision of the combined companies.

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On April 22, 2010, Mr. Chen communicated to Mr. McDermott that the $61.00 per Share price proposed by SAP AG was insufficient for Sybase to agree to enter into exclusive negotiations with SAP AG at such time, but that Sybase might agree to a short period of exclusivity if SAP AG raised its price materially and shortened its requested period of due diligence and exclusivity. Mr. McDermott asked Mr. Chen whether a price of $64.00 per Share in cash would be acceptable to the Sybase Board. Mr. Chen did not respond directly to this price proposal, but described the Sybase Board’s process in evaluating SAP AG’s proposal as compared with other strategic alternatives being considered by the Sybase Board, which alternatives included not pursuing a transaction with SAP AG. Mr. McDermott indicated that it was unlikely that SAP AG would be willing to offer a price per Share in the high $60s.

On April 23, 2010, the executive board of SAP AG (which consists of Messrs. McDermott and Sikka, Jim Hageman Snabe, SAP AG’s other co-Chief Executive Officer, Gerhard Oswald, SAP AG’s Chief Operating Officer, and Werner Brandt, SAP AG’s Chief Financial Officer) determined to increase SAP AG’s non-binding proposal to $65.00 per Share, provided that Sybase agree to enter into exclusive negotiations with SAP AG until May 12, 2010.

Later on April 23, 2010, SAP AG delivered to Sybase a written revised non-binding proposal from SAP AG for SAP AG to acquire all of the outstanding Shares for a purchase price of $65.00 per Share in cash. SAP AG’s revised proposal indicated that in connection with its continuing evaluation of an acquisition of Sybase, it required Sybase to enter into an exclusivity agreement with SAP AG until May 12, 2010, during which period SAP AG would complete its due diligence and at the end of which it would be in a position to execute a definitive merger agreement.

Between April 23 and 25, 2010, Messrs. Mackey and Chen had telephonic discussions regarding SAP AG’s request that Sybase enter into exclusive negotiations with SAP AG. During these discussions, Mr. Mackey reiterated to Mr. Chen that SAP AG’s latest non-binding proposal was conditioned upon the execution of a mutually acceptable exclusivity agreement between the two companies.

On April 25, 2010, Mr. Mackey had two telephonic discussions with representatives of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Sybase’s financial advisor, regarding the terms and conditions of SAP AG’s latest non-binding proposal. During these discussions, Mr. Mackey informed the representatives of BofA Merrill Lynch that SAP AG would not increase its offer of $65.00 per Share.

On April 26, 2010, SAP AG and its advisors were informed that the Sybase Board determined to proceed with discussions concerning a proposed acquisition of Sybase by SAP AG at a purchase price of $65.00 per Share and to grant SAP AG a limited exclusive negotiating period through May 12, 2010, provided that SAP AG would complete its due diligence and be in a position to execute a definitive merger agreement by the end of this exclusivity period.

Between April 26, 2010 and April 30, 2010, representatives of S&S and Jones Day negotiated the terms and conditions of an exclusivity agreement between Sybase and SAP AG. During this period, representatives of S&S and Jones Day also discussed the scope and timing of SAP AG’s due diligence process, including Jones Day’s document request and arranging due diligence meetings.

On April 27, 2010, Jones Day distributed a draft merger agreement to S&S. In the draft merger agreement, SAP AG requested, among other terms, a termination fee equal to 3.25% of Sybase’s equity value. Later that day, SAP AG received financial forecasts for Sybase for calendar years 2010 through 2012 prepared by Sybase’s management. See Section 8—“Certain Information Concerning Sybase” of this Offer to Purchase.

Also on April 28, 2010, Jeffrey G. Ross, Senior Vice President and Chief Financial Officer of Sybase, and Dr. Nathan discussed over a telephonic meeting the financial forecasts of Sybase and certain other financial information with senior members of SAP AG’s management team, including Mr. Mackey. Representatives of

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BofA Merrill Lynch and Deutsche Bank AG (“Deutsche Bank”), SAP AG’s financial advisor, as well as representatives of other financial and accounting advisors of SAP AG, also were in attendance.

On April 29, 2010, members of Sybase’s management team, including Mr. Ross, Steven M. Capelli, President of Worldwide Field Operations, Terry Stepien, President of iAnywhere Solutions, Marty J. Beard, President of Sybase 365, Mr. Ho and Dr. Nathan, met with members of SAP AG’s management team, including Messrs. Mackey, Shenkman, Sikka and Meenakshisundaram, for in-person due diligence meetings at Jones Day’s offices in Palo Alto, California. Representatives of BofA Merrill Lynch and Deutsche Bank also were in attendance. An online due diligence data room was also made available to SAP AG and its legal, financial and accounting advisors on April 29, 2010.

On April 30, 2010, the executive board of SAP AG held a telephonic meeting to discuss the terms and conditions of the proposed exclusivity agreement between Sybase and SAP AG, including Sybase’s agreement to negotiate exclusively with SAP AG regarding the potential transaction through Mary 12, 2010. Following this discussion, the executive board approved the exclusivity agreement with Sybase.

Also on April 30, 2010, Sybase and SAP AG entered into an exclusivity agreement, pursuant to which, in light of SAP AG’s increased proposed purchase price of $65.00 per Share and commitment to complete its due diligence and be in a position to execute a definitive merger agreement by May 12, 2010, Sybase agreed not to solicit, negotiate or accept alternative proposals for the acquisition of Sybase or certain other strategic transactions involving Sybase during the twelve-day period ending May 12, 2010. See Section 11(d)—“The Exclusivity Agreement” of this Offer to Purchase.

Also on April 30, 2010, Dr. Nathan had a teleconference call with Mr. Meenakshisundarm to further discuss in-memory and database technologies, potential synergies between Sybase and SAP AG in the technology area and to follow up on questions raised by Mr. Meenakshisundarm at the April 15, 2010 meeting.

On May 2, 2010, representatives of S&S distributed a revised draft merger agreement to Jones Day. In the revised draft merger agreement, Sybase requested, among other terms, a termination fee equal to 1.8% of Sybase’s equity value.

On May 3, 2010, Mr. Ross had a video conference call with Mr. Brandt, Christophe Huetten, SAP AG’s Head of Corporate Financial Reporting, Christiane Ohlgart, SAP AG’s Head of Corporate Financial Reporting Accounting Task Force, and Mr. Mackey to discuss SAP AG’s financial due diligence on Sybase.

On May 4, 2010, Messrs. Carl and Shenkman, and representatives of Jones Day, S&S, BofA Merrill Lynch and Deutsche Bank met at Jones Day’s offices in Palo Alto, California, to negotiate the terms and conditions of the draft merger agreement. These discussions included details of the structure of the transaction, the scope of representations and warranties and covenants contained in the draft merger agreement, Sybase’s ability to consider other acquisition proposals and terminate the merger agreement to pursue such other proposals, the respective termination rights of the parties, the amount and circumstances under which Sybase would be obligated to pay SAP America a termination fee, and the extent to which SAP AG would be responsible for the obligations of SAP America and Purchaser under the merger agreement. Following the meeting, Jones Day distributed a revised draft merger agreement to S&S.

Also on May 4, 2010, Dr. Nathan and other members of Sybase’s management team held a telephonic meeting with Messrs. Mackey and Shenkman and other members of SAP AG’s management team to discuss additional information regarding Sybase’s products and technology.

On May 5, 2010, Dr. Nathan held a telephonic meeting with Mr. Mackey and other members of SAP AG’s management team to discuss a potential communication plan relating to the announcement of the proposed transaction.

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On May 6, 2010, representatives of S&S distributed a revised draft merger agreement to Jones Day. Between May 7, 2010 and May 12, 2010, representatives of S&S and representatives of Jones Day negotiated the terms and conditions of the draft merger agreement and exchanged drafts of the merger agreement, and in accordance with Sybase’s and SAP AG’s directives, BofA Merrill Lynch and Deutsche Bank negotiated the amount of the termination fee, which ranged from 2% to 3% of Sybase’s equity value.

On May 7, 2010, the executive board of SAP AG held a meeting by video conference to consider and discuss the terms of the proposed acquisition of Sybase by SAP AG. Other members of SAP AG’s management were present at the meeting, including Mr. Mackey and Michael Junge, SAP AG’s General Counsel. The executive board reviewed the material terms and conditions of the proposed transaction, including its financial analysis of the $65.00 per Share consideration, the strategic rationale for the transaction and the potential timing to consummate the acquisition. The executive board then engaged in deliberations and, after considering these deliberations, the executive board approved the acquisition of Sybase as contemplated by the merger agreement, including the Offer and the Merger.

Later on May 7, 2010, Mr. Mackey called Mr. Chen and indicated that it would be difficult for the SAP supervisory board to continue to support a $65.00 per Share price and that SAP was considering a purchase price reduction. Mr. Chen responded that the Sybase Board was not prepared to accept a price reduction.

On May 8, 2010, a representative of Deutsche Bank contacted a representative of BofA Merrill Lynch and indicated that, given the recent dislocation in the stock market, the SAP AG supervisory board would not likely support a transaction at the $65.00 per Share purchase price and that a purchase price reduction of $2.00 to $3.00 per Share would be beneficial to announcing a transaction. The BofA Merrill Lynch representative subsequently relayed this information to Sybase’s management.

On May 10, 2010, the finance and investment committee of SAP AG’s supervisory board held a meeting by video conference to consider and discuss the terms of the proposed acquisition of Sybase by SAP AG. Members of the SAP AG executive board and SAP AG management were present at the meeting. The finance and investment committee of SAP AG’s supervisory board reviewed the material terms and conditions of the proposed transaction, including financial analyses relating to the $65.00 per Share consideration, the strategic rationale for the transaction and the potential timing to consummate the transaction.

On May 11, 2010, Mr. Chen had a video conference call with Messrs. Hageman Snabe, Sikka and Brandt to discuss the proposed transaction and Sybase’s business and operations. Also on May 11, 2010, a representative of Deutsche Bank contacted a representative of BofA Merrill Lynch and indicated that SAP AG proposed to reduce the $65.00 per share price by $2.00 per share.

Also on May 11, 2010, the finance and investment committee of SAP AG’s supervisory board held a meeting by video conference to review the status of discussion with Sybase, at which Mr. Mackey was also present. Mr. Chen joined the meeting, during which the committee and Mr. Chen discussed the proposed transaction and Sybase’s business and operations.

After these video conferences, Mr. Chen had telephone calls with Mr. Mackey to discuss the proposed purchase price and termination fee. During these discussions, Mr. Mackey confirmed that SAP AG remained prepared to proceed with the proposed transaction at a purchase price of $65.00 per Share, and Messrs. Chen and Mackey agreed that the termination fee would equal approximately 2.5% of Sybase’s equity value.

At 9:00 a.m. Pacific time on May 12, 2010, SAP AG’s supervisory board held a meeting by video conference to consider and discuss the terms of the proposed acquisition of Sybase by SAP AG, at which members of SAP AG’s executive board and Messrs. Junge and Mackey were in attendance. SAP AG’s supervisory board reviewed the material terms and conditions of the proposed transaction, including financial analyses relating to the $65.00 per Share consideration, the strategic rationale for the transaction, the potential

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timing to consummate the acquisition and the financing arrangements necessary to fund a portion of the transaction. SAP AG’s supervisory board then engaged in deliberations and, after considering these deliberations, SAP AG’s supervisory board approved the acquisition of Sybase as contemplated by the merger agreement (including the Offer and the Merger) and the financing arrangements. The boards of directors and stockholders of SAP America and Purchaser also adopted resolutions, among other things, authorizing and approving the acquisition of Sybase as contemplated by the merger agreement. Prior to the SAP AG supervisory board meeting, the finance and investment committee of SAP AG’s supervisory board held a meeting to consider the terms of the proposed acquisition and, after considering these deliberations, the finance and investment committee approved the acquisition of Sybase as contemplated by the merger agreement, including the Offer and the Merger.

At 12:00 p.m. Pacific time on May 12, 2010, the Sybase Board held a telephonic meeting, at which representatives of S&S and BofA Merrill Lynch were in attendance, to consider and discuss the terms of the proposed transaction. While the Sybase Board meeting was in progress, Mr. McDermott telephoned Mr. Chen to inform him that the SAP AG supervisory board had approved the merger agreement on the terms negotiated between SAP AG and Sybase. Following deliberations, the Sybase Board unanimously adopted resolutions declaring that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, were advisable and fair to, and in the best interests of, Sybase and its stockholders. The Sybase Board unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and authorized Sybase to execute and deliver the Merger Agreement.

Later on May 12, 2010, the Merger Agreement was executed by Sybase, SAP America, Purchaser and, for purposes of guaranteeing the obligations of SAP America and Purchaser under the Merger Agreement, SAP AG, and Sybase entered into an amendment to its preferred stock rights agreement. Following the closing of the U.S. financial markets on May 12, 2010, SAP AG and Sybase issued a joint press release announcing the signing of the Merger Agreement and the transactions contemplated thereby.

11. Purpose of the Offer; the Merger Agreement; the Mutual Non-Disclosure Agreement; the Exclusivity Agreement; Statutory Requirements; Appraisal Rights; “Going Private” Transactions; Plans for Sybase; Recent Developments Relating to Sybase

(a) Purpose of the Offer. The purpose of the Offer and the Merger is to acquire control of, and the entire equity interest in, Sybase. The Offer, as the first step in the acquisition of Sybase, is intended to facilitate the acquisition of all of the Shares. The purpose of the Merger is to acquire all capital stock of Sybase not purchased pursuant to the Offer or otherwise.

(b) The Merger Agreement.

The following summary description of the material terms of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement itself, which the Purchaser has filed as an exhibit to the Schedule TO, and which you may examine and copy as set forth in Section 9—“Certain Information Concerning SAP AG, SAP America and the Purchaser” of this Offer to Purchase. Stockholders of Sybase and other interested parties should read the Merger Agreement in its entirety for a more complete description of the provisions summarized below.

The Offer. The Merger Agreement required the Purchaser to commence the Offer contemplated by this Offer to Purchase no later than May 26, 2010, so long as Sybase is prepared to file its Schedule 14D-9 as of such date. The Merger Agreement provides that, subject to the satisfaction or waiver of the Minimum Condition and the other conditions that are described in Section 14—“Conditions of the Offer” of this Offer to Purchase, the Purchaser will purchase all Shares tendered and not withdrawn in the Offer as promptly as practicable after the Purchaser is legally entitled to do so.

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Without Sybase’s prior written consent, the Purchaser is not permitted to:

• decrease the Offer Price;

• change the form of consideration payable in the Offer;

• reduce the maximum number of Shares to be purchased in the Offer;

• amend or waive the Minimum Condition;

• amend or modify any of the other conditions and requirements to the Offer in a manner adverse to the holders of Shares;

• impose conditions to the Offer in addition to those set forth in Section 14—“Conditions of the Offer” of this Offer to Purchase; or

• extend the Offer except as permitted or required by the Merger Agreement.

The Merger Agreement provides that, unless the Merger Agreement is terminated, Purchaser will extend the Offer for successive periods of ten business days each if, at the then-scheduled Expiration Time, any of the conditions to the Offer set forth in Section 14—“Conditions of the Offer” of this Offer to Purchase have not been satisfied or, to the extent permitted, waived by SAP America or the Purchaser. The Merger Agreement also provides that the Purchaser will extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer.

Subsequent Offering Period. The Merger Agreement provides that, following the Expiration Time, the Purchaser may, in order to enable it to acquire 90% of the Shares then outstanding, provide for a subsequent offering period (and one or more extensions thereof) of three to 20 business days as provided in Rule 14d-11 under the Exchange Act. The Purchaser will, and SAP America will cause the Purchaser to, immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during any subsequent offering period.

Top-Up Option. Pursuant to the terms of the Merger Agreement, Sybase has granted to Purchaser an option (the “Top-Up Option”), exercisable in whole but not in part, to purchase, at a price per Share equal to the Offer Price, an aggregate number of Shares equal to the lowest number of Shares that, when added to the number of Shares acquired by Purchaser pursuant to the Offer, will constitute one Share more than 90% of the outstanding Shares (determined on a Fully Diluted Basis); provided, that the Top-Up Option is not exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed Sybase’s then authorized and unissued Shares (including as authorized and unissued Shares any treasury Shares) and (ii) if immediately after exercise and the issuance of Shares pursuant to the Top-Up Option, Purchaser would not hold of record at least 90% of the outstanding Shares (assuming the issuance of the Shares in respect of the Top-Up Option). Purchaser may exercise the Top-Up Option at any time after Purchaser has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn.

The aggregate purchase price for the Shares purchased upon exercise of the Top-Up Option may be paid by Purchaser either entirely in cash or, at Purchaser’s election, by paying in cash an amount equal to not less than the aggregate par value of the Shares to be purchased upon exercise of the Top-Up Option and executing and delivering to Sybase a promissory note having a principal amount equal to the balance of the aggregate purchase price for the Shares purchased upon exercise of the Top-Up Option less the amount paid in cash. Any such promissory note will be unsecured, full recourse, non-negotiable and non-transferable, bear simple interest at 2% per annum, will mature one year after the purchase of the Shares pursuant to the exercise of the Top-Up Option, and is prepayable in whole or in part without premium or penalty.

The Top-Up Option will terminate upon the earlier to occur of the effective time of the Merger (the “Effective Time”) and the termination of the Merger Agreement in accordance with its terms. The Top-Up Option is intended to expedite the timing of the completion of the Merger by effecting the Merger pursuant to

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Delaware’s “short form” merger statute. Following the Offer, if, assuming the exercise of the Top-Up Option, Purchaser would not own at least 90% of the outstanding Shares, a Sybase stockholder vote is required to consummate the Merger. In such case, the approval of the Merger at a meeting of Sybase’s stockholders would be assured because of Purchaser’s ownership of at least a majority of the Shares (calculated on a Fully Diluted Basis in accordance with the Merger Agreement) following completion of the Offer.

Sybase Board Recommendation and Sybase Actions. Pursuant to the Merger Agreement, Sybase represented that the Sybase Board duly and unanimously (i) determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Sybase and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (iii) recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent required under applicable law, adopt the Merger Agreement.

The Merger Agreement provides that substantially contemporaneously with the filing of the Schedule TO with the SEC, Sybase will, in a manner that complies with Rule 14d-9 under the Exchange Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, which will include the Sybase Board Recommendation.

Directors. The Merger Agreement provides that following the Acceptance Time, and at all times thereafter, SAP America will be entitled to elect or designate such number of directors, rounded up to the nearest whole number, on the Sybase Board as will give SAP America representation on the Sybase Board equal to:

• the total number of directors on the Sybase Board (after giving effect to the election or designation of additional directors by SAP America), multiplied by

• the percentage that the aggregate number of Shares then owned directly or indirectly by SAP America bears to the total number of Shares then outstanding.

After the Acceptance Time, Sybase will, upon SAP America’s request, take all actions as are necessary to enable SAP America’s designees to be so elected or appointed to the Sybase Board, including by promptly filling vacancies or newly created directorships on the Sybase Board, promptly increasing the size of the Sybase Board (including by amending Sybase’s bylaws if necessary to increase the size of the Sybase Board) and/or promptly securing the resignations of such number of Sybase’s incumbent directors as is necessary to provide SAP America with such level of representation, and will cause SAP America’s designees to be elected or appointed at such time. After the Acceptance Time, Sybase will also, upon SAP America’s request, cause the directors elected or designated by SAP America to the Sybase Board to serve on and constitute the same percentage as such individuals represent of the entire Sybase Board (but not less than a majority) (rounded up to the next whole number) of: (i) each committee of the Sybase Board; (ii) each board of directors (or similar body) of each of Sybase’s subsidiaries; and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable law and the rules of the NYSE.

In the event that SAP America’s designees are appointed or elected to, and constitute a majority of, the Sybase Board, until the time the Merger becomes effective (as described under “—The Merger”), Sybase will cause the Sybase Board to maintain at least three directors who were members of the Sybase Board on the date of the Merger Agreement, each of whom must be an “independent director” as defined by Rule 303A.02 of the NYSE Listed Company Manual and eligible to serve on Sybase’s audit committee under the Exchange Act and NYSE rules and, at least one of whom is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulations S-K and the instructions thereto (the “Continuing Directors”). If the number of Continuing Directors is reduced below three for any reason, the remaining Continuing Directors are entitled to elect or designate a person meeting the foregoing criteria to fill the vacancy or, if no Continuing Directors then remain, the other directors will designate three persons meeting the foregoing criteria to fill such vacancies.

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So long as there is at least one Continuing Director, the concurrence of a majority of the Continuing Directors (or of the sole Continuing Director is there is only one Continuing Director at such time) will be required to:

• amend or terminate the Merger Agreement in a manner that requires action by the Sybase Board;

• extend the time for the performance of any of the obligations or other acts of SAP America or the Purchaser under the Merger Agreement;

• waive compliance with any of the agreements or conditions under the Merger Agreement for the benefit of Sybase;

• change the date of, or postpone or adjourn, any special meeting of the stockholders of Sybase called for the purpose of considering and taking action on the Merger Agreement, except as required by applicable law;

• exercise Sybase’s rights or remedies under the Merger Agreement; or

• amend Sybase’s certificate of incorporation or bylaws.

The Merger. The Merger Agreement provides that upon and subject to the terms and conditions set forth in the Merger Agreement and in accordance with the DGCL, at the Effective Time:

• the Purchaser will be merged with and into Sybase and the separate corporate existence of the Purchaser will cease;

• Sybase will be the surviving corporation in the Merger and will become a wholly-owned subsidiary of SAP America;

• the Surviving Corporation’s certificate of incorporation will be amended and restated in its entirety to read as the certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation will be changed to “Sybase, Inc.” and all references to the Purchaser will be automatically amended and will become references to the Surviving Corporation and the bylaws of the Purchaser in effect immediately prior to the Merger will be the bylaws of the Surviving Corporation, except that all references to the Purchaser will be automatically amended and will become references to the Surviving Corporation; and

• the officers of Sybase immediately prior to the Effective Time will continue as the officers of the Surviving Corporation and the directors of the Purchaser immediately prior to the Effective Time, will continue as the directors of the Surviving Corporation.

Conversion of Securities. At the Effective Time:

• all Shares issued and outstanding immediately prior to the Effective Time (other than Sybase and SAP America-Owned Stock (as defined below) and Shares held by dissenting stockholders who properly exercise appraisal rights under the DGCL) will be cancelled and converted into the right to receive the Offer Price;

• all Shares that are held in treasury of Sybase or owned of record by any subsidiary of Sybase that is directly or wholly-owned by Sybase, and all Shares owned of record by SAP America, the Purchaser or any of their respective direct or indirect wholly-owned subsidiaries (collectively, “Sybase and SAP America-Owned Stock”, will be cancelled and cease to exist with no payment being made with respect thereto; and

• each share of common stock, no par value per share, of the Purchaser issued and outstanding immediately prior to the Effective Time will be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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Merger Without a Meeting; Sybase Special Meeting; Proxy. If the Purchaser holds 90% of the outstanding Shares at any time after the Acceptance Time, such that the Merger may be effected without a meeting or vote of the stockholders of Sybase, SAP America, the Purchaser and Sybase have agreed to take all reasonably necessary and appropriate actions to cause the Merger to become effective as promptly as practicable without a meeting of Sybase’s stockholders in accordance with Section 253 of the DGCL.

However, if the approval of Sybase’s stockholders is required by applicable law in order to effect the Merger, Sybase has agreed to:

• prepare a proxy or information statement (the “Proxy Statement”) for the Special Meeting (as defined below) and file such Proxy Statement with the SEC as promptly as practicable after the Acceptance Time;

• acting through the Sybase Board, (i) duly set a record date for, and within three business days after receipt of SEC clearance of the Proxy Statement (or ten days after the preliminary Proxy Statement has been filed with the SEC if no comments with respect to it have been received from the SEC), call and give notice of a special meeting of its stockholders (the “Special Meeting”) for the purpose of considering and taking action upon the Merger Agreement (with the record date and meeting date to be set in consultation with SAP America), (ii) as promptly as practicable after the clearance of the Proxy Statement from the SEC (or ten days after the preliminary Proxy Statement has been filed with the SEC if no comments with respect to it have been received from the SEC), print and mail the Proxy Statement to the stockholders of Sybase, and (iii) use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of the Merger Agreement and the approval of the Merger, and secure any approval of the stockholders of Sybase that is required by applicable law to effect the Merger.

Treatment of Sybase Options and Sybase SARs. Under the Merger Agreement, each option to purchase Shares ( “Sybase Option”) and each Sybase stock appreciation right ( “Sybase SAR”) that is unexpired, unexercised and outstanding as of the Acceptance Time, whether vested or unvested, will be cancelled in the Merger and converted into the right to receive from SAP America and the Surviving Corporation, within 30 days following the Acceptance Time, an amount in cash, without interest thereon and less any required withholding of taxes, equal to the product of:

• the aggregate number of shares of Sybase Common Stock subject to such Sybase Option or Sybase SAR, and

• the excess, if any, of the Offer Price over the per share exercise price under such Sybase Option or Sybase SAR.

If the per share exercise price of any Sybase Option or Sybase SAR is equal to or greater than the Offer Price, such Sybase Option or Sybase SAR will be canceled without payment of consideration.

Treatment of Sybase Restricted Stock Awards. Under the Merger Agreement, the payout of the Merger Consideration in exchange for each share of Sybase restricted stock (each, a share of “Sybase Restricted Stock”) will remain subject to the vesting terms that applied to such share of Sybase Restricted Stock immediately prior to the Acceptance Time under the restricted stock award applicable to such share of Sybase Restricted Stock. The Merger Agreement provides that the consideration that is otherwise payable under the Merger Agreement in exchange for each share of Sybase Restricted Stock will be paid by the Purchaser in a lump sum cash payment, without interest thereon and less any required withholding of taxes, on the date upon which such share of Sybase Restricted Stock would have vested under the applicable restricted stock award (provided that if the vesting terms and conditions are not satisfied and vesting ceases to continue at any point after the Effective Time, no such payment will be made with respect to such share of Sybase Restricted Stock). The Merger Agreement provides that all amounts payable with respect to shares of Sybase Restricted Stock will be paid without interest.

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Notwithstanding any of the foregoing to the contrary, each share of Sybase Restricted Stock held by a non-employee director of Sybase that is outstanding as of the Acceptance Time will not be assumed or substituted for by the Purchaser and will instead be cancelled in exchange for a payment by the Purchaser in respect of each such share of Sybase Restricted Stock in an amount equal to the Offer Price, to be paid by Purchaser in a lump sum payment in cash as soon as practicable following the Acceptance Time.

Termination of Sybase Stock Option Plans and Employee Stock Purchase Plans. The Merger Agreement provides that after the Acceptance Time all Sybase stock option plans will be terminated and no further Sybase Options, Sybase SARs, Sybase Restricted Stock or other rights with respect to Shares will be granted thereunder. The Merger Agreement further provides that Sybase will terminate its existing employee stock purchase plans (the “ESPP”) as of or prior to the Effective Time, and take all actions necessary such that no options remain outstanding under the ESPP as of the Effective Time.

Representations and Warranties. Pursuant to the Merger Agreement, SAP America and Purchaser have made customary representations and warranties to Sybase with respect to, among other matters:

• SAP America’s and Purchaser’s organization, corporate power and qualifications to conduct business;

• SAP America’s and Purchaser’s authority to enter into the Merger Agreement;

• consents, approvals and no violations of laws, governance documents or agreements;

• litigation;

• no ownership of Sybase capital stock;

• sufficient funds to consummate the transactions contemplated by the Merger Agreement;

• ownership and operations of Purchaser; and

• information in the Offer documents and supplied for inclusion in Schedule 14D-9 and the Proxy Statement.

Pursuant to Merger Agreement, Sybase has made customary representations and warranties to SAP America and Purchaser with respect to, among other matters:

• its organization, standing, corporate power and qualifications to conduct business;

• its certificate of incorporation and bylaws;

• its subsidiaries;

• its capitalization;

• Sybase’s authority to enter into the Merger Agreement, including the unanimous approval by the Sybase Board;

• consents, approvals and no violations of laws, governance documents or agreements;

• permits and compliance with laws;

• SEC filings;

• financial statements;

• internal controls and the Sarbanes-Oxley Act of 2002;

• absence of undisclosed liabilities;

• absence of certain changes or events since December 31, 2009;

• employee benefit plans;

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• labor and other employment matters;

• contracts;

• litigation;

• intellectual property;

• tax matters;

• insurance;

• properties and assets;

• the receipt of a fairness opinion of its financial advisor;

• information in the Schedule 14D-9 and supplied for inclusion in the Offer documents;

• required vote of Sybase’s stockholders;

• absence of indemnifiable claims;

• customers;

• compliance with privacy and security laws;

• government contracts;

• brokers and other advisors; and

• related party transactions.

The representations and warranties contained in the Merger Agreement have been made by each party to the Merger Agreement solely for the benefit of the other parties party thereto. Moreover, the assertions embodied in the representations and warranties contained in the Merger Agreement may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to stockholders or used for the purpose of allocating risk between Sybase, SAP America and the Purchaser rather than establishing matters of fact. In addition, such representations and warranties:

• have been qualified by information set forth in a confidential disclosure schedule exchanged by the parties in connection with signing the Merger Agreement, which information modifies, qualifies and creates exceptions to the representations and warranties in the Merger Agreement;

• will not survive consummation of the Merger; and

• were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement.

For the foregoing reasons, you should not rely on the representations and warranties contained in the Merger Agreement as statements of factual information.

Commercially Reasonable Efforts; HSR Act and EC Merger Regulation Filings; Notification. Sybase and SAP America have agreed to use their commercially reasonable efforts to (i) take all appropriate action and do all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by the Merger Agreement as promptly as practicable, (ii) as promptly as practicable, and in all cases up to and including August 31, 2010 (provided that such date will automatically be extended to September 30, 2010 if any of the conditions set forth in items (ii), (iii)(a) or (iii)(b) of Section 14—“Conditions of the Offer” (in the case of items (iii)(a) and (iii)(b), treating for this purpose the “Outside Date” as the expiration date of the Offer) have not been satisfied as of August 31, 2010), obtain from any governmental entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by

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SAP America or Sybase or any of their respective subsidiaries, or to avoid any action or proceeding by any governmental entity, in connection with the authorization, execution and delivery of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and (iii) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions and respond as promptly as practicable to any requests for additional information or documentary material with respect to the Merger Agreement, the Offer and the Merger required under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) antitrust laws, including the HSR Act and the EC Merger Regulation, and (C) any other applicable law. The Merger Agreement also provides that Sybase and SAP America will cooperate with each other in connection with (i) preparing and filing the Offer documents, the Schedule 14D-9, the Proxy Statement (if applicable) and any other filings, (ii) determining whether any action by or in respect of, or filing with, any governmental entity is required in connection with the consummation of the Offer or the Merger, and (iii) seeking any such actions, consents, approvals or waivers or making any such filings. Sybase and SAP America have agreed to furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law in connection with the transactions contemplated by the Merger Agreement. The Merger Agreement also provides that in connection with the receipt of any necessary approvals or clearances of a governmental entity (including under the HSR Act), neither SAP America nor Sybase (nor any of their respective subsidiaries or affiliates) is required to (and, without SAP America’s prior consent, Sybase will not) sell, hold separate or otherwise dispose of or conduct their business in a specified manner, enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of SAP America, Sybase or their respective subsidiaries or affiliates.

Public Announcements. The Merger Agreement provides that each of Sybase, SAP America and the Purchaser will not issue any public release or announcement concerning the transactions contemplated by the Merger Agreement without the prior written consent of Sybase and SAP America (which consent will not be unreasonably withheld or delayed), except as may be required by applicable law or the rules or regulations of any applicable United States securities exchange or governmental entity to which the relevant party is subject, in which case the party required to make the release or announcement will use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the Merger Agreement provides that (i) Sybase, SAP America and the Purchaser may make public releases or announcements concerning the transactions contemplated by the Merger Agreement that are not inconsistent with previous press releases or announcements made in compliance with the Merger Agreement and (ii) the foregoing restrictions do not apply to any release or announcement made or proposed to be made in connection with a Change of Board Recommendation (as defined below).

Indemnification; Directors’ and Officers’ Insurance. The Merger Agreement provides that, for six years from and after the Effective Time, the Surviving Corporation will (and SAP America will cause the Surviving Corporation to) indemnify and hold harmless all past and present directors, officers and employees of Sybase and its subsidiaries, to the same extent such persons were indemnified as of the date the Merger Agreement by Sybase and its subsidiaries pursuant to:

• applicable law,

• Sybase’s certificate of incorporation and bylaws,

• the organizational documents of any subsidiary of Sybase, and

• any indemnification agreements in existence on the date of the Merger Agreement with any directors, officers or employees of Sybase and its subsidiaries,

for acts or omissions in their capacity as directors, officers or employees of Sybase or any of its subsidiaries occurring at or prior to the Effective Time.

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Additionally, the Merger Agreement provides that, for six years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation, and the organizational documents of each subsidiary of Sybase, will contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of Sybase and its subsidiaries for periods at or prior to the Effective Time than those that are set forth in Sybase’s certificate of incorporation and bylaws and the organizational documents of each subsidiary of Sybase as of the date of the Merger Agreement. The Merger Agreement provides that any indemnification agreements in existence on the date of the Merger Agreement with any of the directors, officers or employees of Sybase will continue in full force and effect in accordance with their terms following the Effective Time.

The Merger Agreement further provides that, for six years from and after the Effective Time, the Surviving Corporation will maintain for the benefit of the persons that are insured under Sybase’s directors’ and officers’ liability insurance policy in effect as of the date of the Merger Agreement, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Sybase’s policy in effect as of the date of the Merger Agreement or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid by Sybase prior to the date of the Merger Agreement.

Employee Benefit Matters. The Merger Agreement provides that SAP America will, and will cause the Surviving Corporation to, recognize all service of the employees of Sybase or any of its subsidiaries with Sybase or any of its subsidiaries, as the case may be, to the extent recognized by Sybase or any of its subsidiaries and reflected in the employment records of Sybase or its respective subsidiary, for vesting and eligibility purposes (but not for accrual purposes, except for vacation and severance, if applicable) in any U.S. employee benefit plan maintained by SAP America or any of its subsidiaries in which such employees of Sybase or its subsidiaries may be eligible to participate after the Effective Time (in each case except to the extent such service credit would result in a duplication of benefits in any such benefit plan). Sybase has also agreed that prior to the Acceptance Time it will take all such steps as may be required to cause each plan, program, agreement or arrangement entered into by Sybase or its subsidiaries on or after the date of the Merger Agreement with any of its officers, directors or employees pursuant to which compensation is paid to such officer, director or employee to be approved as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d) under the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14(d)-10(d) under the Exchange Act. Sybase has also agreed that prior to the Acceptance Time it will cause the compensation committee of the Sybase Board to be composed solely of independent directors.

2009 Note Conversions. The Merger Agreement provides that until the Acceptance Time, if Sybase is required under the terms and conditions of the Indenture (the “2009 Notes Indenture”) relating to Sybase’s 3.5% Convertible Senior Notes due 2029 (the “2009 Notes”) to pay a conversion value with respect to a 2009 Note surrendered for conversion or otherwise put to Sybase, Sybase will pay such conversion value solely in cash and will not issue additional Shares in respect of such 2009 Notes upon conversion until Sybase has paid an aggregate of $50,000,000 in cash, and thereafter Sybase may elect to pay such conversion value in cash, additional Shares or a combination of cash and additional Shares to the extent it is permitted to do so under the 2009 Note Indenture. The Merger Agreement provides that from and after the Acceptance Time, if Sybase is required under the terms and conditions of the 2009 Notes Indenture to pay a conversion value with respect to a 2009 Note surrendered for conversion, Sybase will pay such conversion value solely in cash and will not issue additional Shares in respect of such 2009 Notes upon conversion. The Merger Agreement provides that if Sybase is required under the terms and conditions of the 2009 Notes Indenture to pay a conversion value with respect to a 2009 Note based on a price per share of Sybase Common Stock in excess of the Merger Consideration, Sybase will provide SAP America with supporting documentation detailing the calculation of such conversion value, in form and substance reasonably satisfactory to SAP America.

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Conduct of Sybase’s Operations. The Merger Agreement obligates Sybase during the period from the date of the Merger Agreement to the earlier of the date on which SAP America’s designees are elected or appointed to the Sybase Board (the “Director Appointment Date”), the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, except as set forth in the disclosure schedules to the Merger Agreement, as expressly permitted by the Merger Agreement or as required by law, unless SAP America otherwise agrees in writing (which agreement may not be unreasonably withheld, delayed or conditioned), to, and to cause each of its subsidiaries to, conduct its operations only in the ordinary course of business consistent with past practice. Without limiting the foregoing, between the date of the Merger Agreement and the earlier of the Director Appointment Date, the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, except as set forth in the disclosure schedules to the Merger Agreement, as expressly permitted by the Merger Agreement or as required by law, Sybase and its subsidiaries will not, directly or indirectly, do, or agree to do, any of the following without the prior written consent of SAP America (which shall not be unreasonably withheld, delayed or conditioned):

• amend or otherwise change the governing documents of Sybase or its subsidiaries;

• issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of, or other equity interests in, Sybase or any of its subsidiaries, other than certain issuances of Shares in connection with (i) Sybase’s stock option plans or employee stock purchase plans, (ii) the conversion of the 2009 Notes or (iii) the preferred share purchase rights if a Triggering Event (as defined in the Rights Agreement) under the Rights Agreement is caused by a party other than SAP America or the Purchaser;

• sell, lease, license or otherwise dispose of (in each case, other than in the ordinary course of business consistent with past practice), or create any lien over, any of its properties or assets;

• transfer or license to any person or entity any rights to any intellectual property or computer software (other than in the ordinary course of business consistent with past practice in connection with the license, distribution or sale of any products or services);

• declare, set aside, make or pay any dividend or other distribution with respect to its capital stock (other than dividends paid by a wholly-owned subsidiary of Sybase to Sybase or another wholly-owned subsidiary of Sybase in the ordinary course of business consistent with past practice) or enter into any agreement with respect to the voting or registration of its capital stock;

• reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its equity interests;

• merge or consolidate with any third party or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

• acquire any interest in any entity or any division thereof, or any assets (other than acquisitions of assets in the ordinary course of business consistent with past practice);

• incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or otherwise become responsible for the obligations of any person or entity for borrowed money (other than any wholly-owned subsidiary of Sybase in the ordinary course of business consistent with past practice);

• make any loans, advances or capital contributions to, or investments in, any other person or entity (other than (i) advancement of expenses to employees in connection with the performance of their duties, (ii) to any wholly-owned subsidiary of Sybase, or (iii) providing vendor financing in connection with the license, distribution or sale of products, in each case, in the ordinary course of business consistent with past practice);

• terminate, cancel, materially amend, renew (other than any automatic renewal or exercise of any renewal option), or agree to any material change in or waiver under any material contract, or enter into any new contract that would constitute a material contract (other than in the ordinary course of business consistent with past practice, and, in certain cases, in connection with the development, license, distribution or sale of any of products or services);

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• make or authorize any capital expenditure in excess of Sybase’s capital expenditure budget;

• except to the extent required by applicable law or any existing Sybase benefit plan or contractual commitments or corporate policies with respect to severance or termination pay: (i) increase the compensation or benefits payable to its directors, officers or employees (except for certain increases of salary in the ordinary course of business consistent with past practice); (ii) grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee, or establish, adopt, enter into or amend any collective bargaining agreement, employee benefit plan or other plan or arrangement for the benefit of any director, officer or employee; (iii) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any employee benefit plan; or (iv) terminate the employment of any officer other than for “cause”;

• hire any person at a level of Vice President or higher (other than to fill any currently existing Vice President position that becomes vacant);

• (i) pre-pay any indebtedness for borrowed money, except in accordance with and as required by the 2009 Notes Indenture, or (ii) waive, release, pay, discharge or satisfy any material claims, liabilities or obligations except in the ordinary course of business consistent with past practice and in accordance with their terms;

• make any change in material accounting policies or procedures, other than as required by generally accepted accounting principles as applied in the United States or by a governmental entity;

• waive, release, or assign any material claims;

• compromise, settle or agree to settle any litigation or investigation other than certain compromises, settlements or agreements in the ordinary course of business consistent with past practice that involve only the payment of monetary damages not in excess of $1,000,000 individually or $10,000,000 in the aggregate, without the imposition of equitable relief on or admission of wrong doing by Sybase or any of its subsidiaries;

• make or change any material tax election, change any annual tax accounting period, change any method of tax accounting, enter into any tax allocation agreement, tax sharing agreement or tax indemnity agreement, or settle any tax claim, audit or assessment, or surrender any right to claim a tax refund in an amount in excess of $1,000,000 individually or $10,000,000 in the aggregate;

• amend or modify, or propose to amend or modify, or otherwise take any action under, the Rights Agreement;

• take any action to exempt any person or entity (other than SAP America, the Purchaser and any subsidiary of SAP America), or any action taken thereby, from the provisions of Section 203 of the DGCL, any other state takeover or similar law or the Rights Agreement;

• (i) encumber, impair, abandon, fail to diligently maintain, transfer or otherwise dispose of any intellectual property owned or licensed by Sybase or any of its subsidiaries (other than in the ordinary course of business consistent with past practice), or (ii) divulge, furnish to or make accessible any trade secrets to any person or entity who is not subject to a confidentiality obligation with respect thereto; or

• agree in writing or otherwise to take any of the foregoing actions.

No Solicitation. The Merger Agreement requires Sybase, as of May 12, 2010, to immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any person or entity with respect to any Acquisition Proposal or Acquisition Inquiry (as each such term is defined below) and, if requested by SAP America, to use its reasonable best efforts to cause to be returned or destroyed all confidential information provided by or on behalf of Sybase or any subsidiary of Sybase to such person or entity. The Merger Agreement further provides that at all times prior to the Director Appointment Date or, if earlier, the termination

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of the Merger Agreement in accordance with its terms, Sybase and its subsidiaries will not, and Sybase will not authorize, direct or knowingly permit the representatives of Sybase or its subsidiaries to, directly or indirectly:

• initiate, solicit, knowingly encourage or knowingly induce the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or otherwise cooperate with or assist or participate in or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry;

• participate or engage in discussions or negotiations with any person or entity with respect to an Acquisition Proposal or Acquisition Inquiry;

• approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal;

• withdraw, change, amend, modify or qualify, or propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to SAP America or the Purchaser, the Sybase Board Recommendation;

• enter into any agreement relating to an Acquisition Proposal (other than a confidentiality agreement that contains provisions that are no less favorable to Sybase than those contained in the Mutual Non-Disclosure Agreement (as defined below) between Sybase and SAP AG (an “Acceptable Confidentiality Agreement”)) or enter into any contract or agreement in principle requiring Sybase to abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement; or

• terminate, waive, amend or modify any provision of, or grant permission under, any standstill, confidentiality agreement or similar contract.

The Merger Agreement provides that any action taken by a representative of Sybase that, if taken by Sybase, would constitute a breach of the restrictions described in this “—No Solicitation” section will constitute a material breach of the Merger Agreement by Sybase.

As an exception to the previous restrictions, the Merger Agreement provides that, at any time prior to the Acceptance Time, Sybase may (i) engage or participate in discussions or negotiations with, or waive any provision of, or grant permission under any standstill, confidentiality or similar contract to which Sybase or any of its subsidiaries is a party with respect to, any person or entity that has made a bona fide Acquisition Proposal in writing that the Sybase Board determines in good faith, after consultation with Sybase’s outside legal counsel and financial advisor, constitutes or is reasonably likely to lead to a Superior Proposal (as defined below), and (ii) furnish to the person or entity that has made such Acquisition Proposal information relating to Sybase pursuant to an Acceptable Confidentiality Agreement after such person or entity has provided Sybase with written acknowledgement that Sybase will be permitted to comply with its relevant obligations under the Merger Agreement, if:

• Sybase received the Acquisition Proposal other than as a result of a breach or violation of the provisions of the Merger Agreement described in this “—No Solicitation” section;

• prior to engaging or participating in any such discussions or negotiations with, or waiving any provision of, or granting permission under any standstill, confidentiality or similar contract, or furnishing any information to, such person or entity, Sybase gives SAP America written notice of the identity of such person or entity and all of the material terms and conditions of such Acquisition Proposal and of Sybase’s intention to take such action; and

• contemporaneously with or prior to furnishing any non-public information to such person or entity, Sybase furnishes such non-public information to SAP America (to the extent such information has not been previously furnished by Sybase to SAP America).

An “Acquisition Inquiry” means an inquiry, indication of interest or request for non-public information (other than an inquiry, indication of interest or request for non-public information made or submitted by SAP America or Purchaser) that would reasonably be expected to lead to an Acquisition Proposal.

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An “Acquisition Proposal” means any offer or proposal (in each case, other than the Offer and the Merger) concerning any:

• merger, consolidation, other business combination or similar transaction involving Sybase that, if consummated, would result in any person or entity beneficially owning equity interests representing 15% or more of the voting power of Sybase;

• sale, lease or other disposition directly or indirectly by merger, consolidation, business combination, share exchange or otherwise, of assets of Sybase (including equity interests of Sybase’s subsidiaries) or any subsidiary of Sybase representing 15% or more of the consolidated assets or revenues of Sybase and its subsidiaries taken as a whole;

• issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) of equity interests representing 15% or more of the voting power of Sybase;

• transaction in which any person or entity will acquire beneficial ownership or the right to acquire beneficial ownership or any group (as defined in Section 13(d) of the Exchange Act) has been formed which beneficially owns or has the right to acquire beneficial ownership of, equity interests representing 15% or more of the voting power of Sybase; or

• any combination of the foregoing.

A “Superior Proposal” means a bona fide written Acquisition Proposal (with the references therein to “15%” replaced by more than “50%” for this purpose) made by a third party which did not result from a breach of the provisions of the Merger Agreement described in this “—No Solicitation” section of this Offer to Purchase, and which, in the good faith judgment of the Sybase Board (after consultation with Sybase’s outside legal counsel and financial advisor), taking into account the various legal, financial and regulatory aspects of the proposal, including the financing terms thereof, and the identity of the person or entity making such proposal, and for which financing is not a condition to the consummation of such Acquisition Proposal, if consummated would result in a transaction that is more favorable to the stockholders of Sybase from a financial point of view than the Offer and the Merger (after giving effect to all adjustments to the terms thereof which may be offered by SAP America pursuant to its negotiation rights described below).

The Merger Agreement obligates Sybase to promptly, and in all cases within 24 hours after Sybase attains knowledge of its receipt, notify SAP America of the receipt by Sybase of any Acquisition Proposal or Acquisition Inquiry, including the material terms and conditions of such Acquisition Proposal or Acquisition Inquiry and the identity of the person, entity or group making any such Acquisition Proposal or Acquisition Inquiry. Sybase is obligated to keep SAP America reasonably informed on a current basis (and in any event at SAP America’s request and otherwise no later than 24 hours) of any change in, the status of discussions regarding or the material terms and conditions of, any such Acquisition Proposal or Acquisition Inquiry. Sybase is obligated to provide SAP America with at least 24 hours prior notice (or such shorter notice as may be provided to the Sybase Board) of a meeting of the Sybase Board at which the Sybase Board is reasonably expected to consider an Acquisition Proposal.

Fiduciary Right of Termination or Change of Board Recommendation. Until the Director Appointment Date, or, if earlier, the termination of the Merger Agreement in accordance with its terms, neither the Sybase Board nor any committee of the Sybase Board is permitted to:

• approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal; or

• withdraw, change, amend, modify or qualify, or propose publicly to withdraw, change, amend, modify or qualify, in a manner adverse to SAP America or the Purchaser, the Sybase Board Recommendation.

(any such action or failure to act, a “Change of Board Recommendation”).

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As an exception to the restrictions on the ability of the Sybase Board to effect a Change of Board Recommendation, the Sybase Board may at any time prior to the Acceptance Time (i) effect a Change of Board Recommendation and/or (ii) terminate the Merger Agreement and simultaneously enter into a definitive agreement with respect to a Superior Proposal, if:

• Sybase receives an Acquisition Proposal that the Sybase Board concludes in good faith, after consultation with Sybase’s outside legal counsel and financial advisor, constitutes a Superior Proposal;

• The Sybase Board determines in good faith, after consultation with Sybase’s outside legal counsel, that taking such action is required to comply with and properly discharge the Sybase Board’s fiduciary duties to the stockholders of Sybase under applicable law;

• Sybase has provided a prior written notice to SAP America, at least four business days in advance, of its intention to effect a Change of Board Recommendation or terminate the Merger Agreement to enter into a definitive agreement with respect to such Superior Proposal, which notice must specify the basis upon which the Sybase Board intends to effect such Change of Board Recommendation and the material terms and conditions of such Superior Proposal (and the identity of the party making such Superior Proposal), and must have contemporaneously provided the execution draft of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents, including the definitive agreement with respect to such Superior Proposal;

• prior to effecting a Change of Board Recommendation or terminating the Merger Agreement to enter into a definitive agreement with respect to such Superior Proposal, (i) if requested by SAP America, Sybase has, during such four business day period, negotiated with SAP America in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal, and (ii) SAP America has not made, during such four business day period, an offer that would, upon Sybase’s acceptance, be binding on SAP America and that, after consideration of such offer by the Sybase Board in good faith and after consultation with Sybase’s outside legal counsel and financial advisor, results in the Sybase Board concluding that such Superior Proposal no longer constitutes a Superior Proposal; and

• with respect solely to termination of the Merger Agreement, in advance of or concurrently with termination of the Merger Agreement, Sybase pays the Breakup Fee (as defined below).

The Merger Agreement provides that the Sybase Board may at any time prior to the Acceptance Time, in response to an Intervening Event (as defined below), effect a Change of Board Recommendation if the Sybase Board determines in good faith, after consultation with Sybase’s outside legal counsel, that doing so is required to comply with and properly discharge its fiduciary duties to the Sybase stockholders. The Merger Agreement provides that the Sybase Board may not effect a Change of Board Recommendation in response to an Intervening Event unless Sybase has provided prior written notice to SAP America at least four business days in advance of its intention to effect such a Change of Board Recommendation, which notice must specify the basis upon which the Sybase Board intends to effect such Change of Board Recommendation, and prior to effecting such Change of Board Recommendation, if requested by SAP America, Sybase will, during such four day period, negotiate with SAP America in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that a Change of Board Recommendation is no longer necessary. The Merger Agreement also provides that the Sybase Board may not effect a change of Board Recommendation in response to an Intervening Event if SAP America has, during such four day period, made an offer to amend the Merger Agreement that would, upon Sybase’s acceptance, be binding on SAP America and that after due consideration of such offer in good faith and after consultation with Sybase’s outside legal counsel, results in the Sybase Board concluding that failure to effect such Change of Board Recommendation would not result in a breach of its fiduciary duties to the stockholders of Sybase. An “Intervening Event” means a material event relating to the business of Sybase and its subsidiaries, other than the receipt of an Acquisition Proposal, which (a) was unknown to the Sybase Board at or prior to the date of the Merger Agreement and (b) becomes known to or by the Sybase Board prior to the Acceptance Time.

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The Merger Agreement provides that none of the provisions thereof described in this “—No Solicitation” section of this Offer to Purchase shall prohibit the Sybase Board from disclosing to the Sybase stockholders any position with respect to the Offer permitted by Rule 14e-2(a) and Rule 14d-9 of the Exchange Act; except that any disclosure other than a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, an express rejection of any applicable Acquisition Proposal or an express reaffirmation of its recommendation to its stockholders in favor of the Offer will be deemed to be a Change of Board Recommendation.

Conditions to Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of each party to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of each of the following conditions:

• the affirmative vote of the holders of a majority of the outstanding shares of Sybase Common Stock is obtained, if required by applicable law;

• the consummation of the Merger is not then restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of competent jurisdiction or any other governmental entity and there is not in effect any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any governmental entity which prevents the consummation of the Merger; and

• the Purchaser has accepted for payment, or caused to be accepted for payment, all Shares validly tendered and not withdrawn in the Offer.

Termination. The Merger Agreement provides that it may be terminated:

(i) by mutual written consent of SAP America and Sybase, by action of their respective boards of directors, at any time prior to the Effective Time, whether before or after approval of the Merger by the stockholders of Sybase;

(ii) by SAP America or Sybase, if the Acceptance Time has not occurred on or before August 31, 2010, provided that such date will automatically be extended to September 30, 2010 if any of the conditions set forth in items (ii), (iii)(a) or (iii)(b) of Section 14—“Conditions of the Offer” (in the case of items (iii)(a) and (iii)(b), treating for this purpose the “Outside Date” as the expiration date of the Offer) have not been satisfied as of August 31, 2010; except that the right to terminate the Merger Agreement under this provision is not available to any party whose breach of the Merger Agreement has been the primary cause of the failure of the Acceptance Time to have occurred on or before such date;

(iii) by either Sybase or SAP America, if any court of competent jurisdiction or other governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting (a) prior to the Acceptance Time, the acceptance for payment of, or payment for, Shares pursuant to the Offer, or (b) prior to the Effective Time, the Merger, and such order, decree, ruling or other action has become final and nonappealable (which order, decree, ruling or other action the party seeking to terminate the Merger Agreement has used its commercially reasonable efforts to resist, resolve or lift, as applicable, subject to the provisions of the Merger Agreement); except that the right to terminate the Merger Agreement under this provision is not be available to any party whose material breach of the Merger Agreement has been the primary cause of such action;

(iv) by SAP America, at any time prior to the Acceptance Time, if

(a) a Change of Board Recommendation (or any action by any committee of the Sybase Board which, if taken by the full Sybase Board, would be a Change of Board Recommendation) has occurred;

(b) Sybase or the Sybase Board (or any committee thereof) has (i) approved, adopted or recommended any Acquisition Proposal, or (ii) approved or recommended, or entered into or allowed Sybase or any of its subsidiaries to enter into an agreement (other than an Acceptable Confidentiality Agreement) relating to an Acquisition Proposal;

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(c) any tender offer or exchange offer is commenced by any person or entity other than SAP America, the Purchaser or any subsidiary of SAP America with respect to the outstanding Shares and the Sybase Board has not recommended that Sybase’s stockholders reject such tender offer or exchange offer within ten business days after the commencement thereof;

(d) Sybase has breached the provisions of the Merger Agreement described above under “—No Solicitation” in any material respect;

(e) Sybase has failed to include the Sybase Board Recommendation in the Schedule 14D-9 or to permit SAP America to include the Sybase Board Recommendation in the Offer documents; or

(f) Sybase or the Sybase Board (or any committee thereof) has authorized or publicly proposed to do any of the foregoing actions;

(v) by Sybase, prior to the Acceptance Time, if the Sybase Board determines to accept a Superior Proposal, but only if Sybase is permitted to accept such Superior Proposal pursuant to the provisions of the Merger Agreement described above under “—No Solicitation;” provided that Sybase must simultaneously with such termination enter into a definitive agreement with respect to such Superior Proposal and pay the Breakup Fee (as defined below) to SAP America substantially concurrently with such termination;

(vi) by SAP America, prior to the Acceptance Time, if there is an uncured inaccuracy in any representation or warranty or breach of any covenant of Sybase contained in the Merger Agreement, which uncured inaccuracy or breach would (a) give rise to the failure of any of the conditions of the Offer described in Section 14—“Conditions of the Offer” and (b) is incapable of being cured or, if capable of being cured, is not cured within 20 business days from the date that Sybase is notified in writing by SAP America of such breach; except that SAP America is not permitted to terminate the Merger Agreement if any of such circumstances resulted primarily from its breach of the Merger Agreement;

(vii) by Sybase, prior to the Acceptance Time, if there is an uncured inaccuracy in any representation or warranty or breach of any covenant of SAP America or the Purchaser contained in the Merger Agreement, which uncured inaccuracy or breach (a) has had, individually or in the aggregate, a material adverse effect upon SAP America’s or the Purchaser’s ability to consummate the Offer or the Merger and (b) is incapable of being cured or, if capable of being cured, is not cured within 20 business days from the date that SAP America is notified in writing by Sybase of such breach; except that Sybase is not permitted to terminate the Merger Agreement if any of such circumstances resulted primarily from its breach of the Merger Agreement; or

(viii) by SAP America, prior to the Acceptance Time, if there shall have occurred any adverse event or development which, individually or in the aggregate, has had, and continues to have, a Sybase Material Adverse Effect (as defined in Section 14—“Conditions of the Offer”) and either such effect is not capable of being remedied or at least 20 business days have elapsed since the occurrence of such effect.

Effect of Termination. In the event of termination of the Merger Agreement by either Sybase or SAP America, the Merger Agreement will become void and there will be no liability or obligation on the part of SAP America, the Purchaser or Sybase or their respective subsidiaries, officers or directors except with respect to certain specified provisions and with respect to any liabilities or damages incurred or suffered by a party as a result of the willful breach by another party of any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement.

Fees. In the event the Merger Agreement is terminated pursuant to item (iv) or item (v) of “—Termination,” Sybase will pay to SAP America immediately prior to or concurrently with such termination, in the case of a termination by Sybase, or within two business days thereafter, in the case of a termination by SAP America, a termination fee of $150,000,000.00 (the “Breakup Fee”). In addition, in the event that the Merger Agreement is terminated pursuant to item (ii) of “—Termination” and at the time of such termination the Minimum Condition has not been satisfied, and (i) prior to the date of such termination of the Merger Agreement an Acquisition

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Proposal has been publicly disclosed (and not publicly withdrawn prior to such termination), and (ii) within 12 months after such termination, Sybase or any of its subsidiaries enters into a definitive agreement to engage in a transaction that constitutes an Acquisition Proposal or consummates a transaction that constitutes an Acquisition Proposal (provided that for purposes of this provision, the references to 15% in the definition of “Acquisition Proposal” will be deemed references to more than 50%), then Sybase will pay to SAP America the Breakup Fee on the date no later than two days after the earlier to occur of (A) the consummation of the transaction that constitutes an Acquisition Proposal or (B) the date on which Sybase executes a definitive agreement to engage in a transaction that constitutes an Acquisition Proposal.

If Sybase fails to pay the Breakup Fee when due, Sybase shall reimburse SAP America and the Purchaser for all reasonable costs and expenses actually incurred or accrued by them (including reasonable fees and expenses of counsel) in connection with the collection of the Breakup Fee, together with interest thereon at the prime rate as quoted on Bloomberg screen (PRIMBB Index) in effect on the date such payment was required to be made through the date of payment plus 2%  per annum.

(c) The Mutual Non-Disclosure Agreement. Sybase and SAP AG are parties to a mutual non-disclosure agreement (the “Mutual Non-Disclosure Agreement”) dated as of April 19, 2010, but effective as of April 2, 2010. The Mutual Non-Disclosure Agreement provides, among other things, that, in connection with an evaluation relating to a potential relationship, cooperation or transaction, each of SAP AG and Sybase will keep all confidential information relating to the other party confidential and will not disclose such information to any other person (except to representatives of either of SAP AG or Sybase who are actively and directly participating in the evaluation or who otherwise have a need to know such information for the purpose of the evaluation, or as required by law) without the consent of the other party, and to abide by certain standstill restrictions involving the other party’s securities until April 2, 2011. This summary of the Mutual Non-Disclosure Agreement does not purport to be complete and is qualified in its entirety by reference to the Mutual Non-Disclosure Agreement, which is filed as Exhibit (d)(2) to the Schedule TO and incorporated herein by reference.

(d) The Exclusivity Agreement. SAP AG and Sybase entered into an exclusivity agreement, dated as of April 30, 2010 (the “Exclusivity Agreement”), in connection with discussions regarding a possible transaction between them. The Exclusivity Agreement provides Sybase, its subsidiaries and representatives would not do any of the following, directly or indirectly, during the period from April 30, 2010 through May 12, 2010: (i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making, submission or announcement of any Alternative Proposal (as defined in the Exclusivity Agreement), (ii) disclose to any person any nonpublic information relating to Sybase and/or any of its subsidiaries in connection with, or enter into, participate in, maintain or continue any communications or negotiations regarding, any Alternative Proposal, (iii) agree to, accept, recommend or endorse (or publicly propose or announce any intention or desire to agree to, accept, recommend or endorse) any Alternative Proposal, or (iv) enter into any letter of intent, contract or other agreement relating to any Alternative Proposal. This summary of the Exclusivity Agreement does not purport to be complete and is qualified in its entirety by reference to the Exclusivity Agreement, which is filed as Exhibit  (d)(3) to the Schedule TO and incorporated herein by reference.

(e) Statutory Requirements. The DGCL requires, among other things, that the Merger Agreement must be approved by the holders of at least a majority of the shares of each class of Sybase’s capital stock outstanding and entitled to vote. The Merger Agreement provides that, if required by the DGCL, Sybase will (i) prepare a proxy statement for a special meeting of Sybase stockholders to consider the adoption of the Merger Agreement and file such proxy statement with the SEC as soon as practicable after the Acceptance Time, (ii) duly set a record date for, and within three business days after receipt of SEC clearance of the proxy statement (or ten days after the preliminary proxy statement has been filed with the SEC if no comments with respect to it have been received from the SEC), call and give notice of the special meeting for the purpose of considering and taking action upon the Merger Agreement (with the record date and meeting date to be set in consultation with SAP America); (iii) as promptly as practicable after the clearance of the proxy statement from the SEC (or ten days after the preliminary proxy statement has been filed with the SEC if no comments with respect to it have been

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received from the SEC), print and mail the proxy statement to the stockholders of Sybase; and (iv) use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of the Merger Agreement, and secure any approval of the stockholders of Sybase that is required by applicable law to effect the Merger. If the Purchaser acquires, through the Offer or otherwise, voting power with respect to at least a majority of the outstanding Shares (which would be the case if the Minimum Condition were satisfied and the Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would have sufficient voting power to effect the Merger without the affirmative vote of any other stockholder of Sybase. Notwithstanding the foregoing, if the Purchaser acquires 90% or more of the outstanding Shares through the Offer or otherwise, the Purchaser may effect the Merger without the special meeting or any other action on the part of any other stockholder.

(f) Appraisal Rights. Appraisal rights are not available in connection with the Offer, and stockholders of Sybase who tender Shares in the Offer will not have appraisal rights in connection with the Merger. If the Merger is consummated, a holder of Shares at the Effective Time who has neither voted in favor of the adoption of the Merger Agreement nor consented to the Merger in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the holder’s Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest, if any, as the Delaware court may determine for Shares held by such holder.

Any such judicial determination of the fair value of the Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of the Shares. Stockholders of Sybase should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or the per share price to be paid in the Merger. In this regard, stockholders of Sybase should be aware that opinions of investment banking firms as to the fairness from a financial point of view of the consideration payable in a sale transaction, such as the Offer and the Merger, are not opinions as to fair value under Section 262.

SAP America does not intend to object, assuming the proper procedures are followed, to the exercise of appraisal rights by any dissenting stockholder and the demand for appraisal of, and payment in cash for the fair value of, the Shares held immediately prior to the Effective Time by such dissenting stockholder. However, SAP America may cause the Surviving Corporation to argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Shares is less than the price paid in the Offer and the Merger.

The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders of Sybase desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law, which will be set forth in their entirety in the Proxy Statement for the Merger, unless the Merger is effected as a short-form merger, in which case they will be set forth in the notice of merger.

All Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a dissenting stockholder who complies in all respects with the provisions of Section 262 (the “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration, and will instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided by Section 262.

If a dissenting stockholder fails to perfect or otherwise waives, withdraws or loses its right to appraisal of its Shares under Section 262 or other applicable law, then the right of that dissenting stockholder to be paid the fair value of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration, without interest, upon surrender of such stockholder’s Certificates in the manner provided in the Merger Agreement.

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With respect to any demand for appraisal of Shares under Section 262:

• Sybase will give prompt notice to SAP America of any demands for appraisal of any Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL received by Sybase relating to rights to be paid for the fair value of Dissenting Shares;

• SAP America will have the right to participate in and control all negotiations and proceedings with respect to such demands for appraisal; and

• Prior to the earlier of the Director Appointment Date and the Effective Time, Sybase will not, except with SAP America’s prior written consent, voluntarily make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or agree to do or commit to do any of the foregoing.

(g) “Going Private” Transactions. The SEC has adopted Rule 13e-3 promulgated under the Exchange Act (“Rule 13e-3”), which is applicable to certain “going private” transactions and which may, under certain circumstances, be applicable to the Merger. However, Rule 13e-3 would be inapplicable if (1) the Shares are deregistered under the Exchange Act prior to the Merger or other business combination or (2) the Merger or other business combination is consummated within one year after the purchase of the Shares pursuant to the Offer and the amount paid per Share in the Merger or other business combination is at least equal to the amount paid per Share in the Offer. SAP America and the Purchaser believe that Rule 13e-3 will not be applicable to the Merger because it is anticipated that the Merger will be effected within one year following the consummation of the Offer and, in the Merger, the stockholders of Sybase will receive the same price per Share as paid in the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the proposed transaction and the consideration offered to minority stockholders in the transaction be filed with the SEC and disclosed to stockholders prior to the consummation of the transaction.

(h) Plans for Sybase. Except as otherwise provided herein, it is expected that, initially following the Merger, the business and operations of Sybase will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. SAP America will continue to evaluate the business and operations of Sybase during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, SAP America intends to review such information as part of a comprehensive review of Sybase’s business, operations, capitalization and management with a view to optimizing development of Sybase’s potential in conjunction with SAP America’s existing business.

The Sybase Board has approved the Merger and the Merger Agreement. Depending upon the number of Shares purchased by the Purchaser pursuant to the Offer, the Sybase Board may be required to submit the Merger Agreement to the stockholders of Sybase for adoption. If required, Sybase has agreed to (i) prepare a proxy statement for a special meeting of Sybase stockholders to consider the adoption of the Merger Agreement and file such proxy statement with the SEC as soon as practicable after the Acceptance Time; (ii) duly set a record date for, and within three business days after receipt of SEC clearance of the proxy statement (or ten days after the preliminary proxy statement has been filed with the SEC if no comments with respect to it have been received from the SEC), call and give notice of the special meeting for the purpose of considering and taking action upon the Merger Agreement (with the record date and meeting date to be set for in consultation with SAP America); (iii) as promptly as practicable after the clearance of the proxy statement from the SEC (or ten days after the preliminary proxy statement has been filed with the SEC if no comments with respect to it have been received from the SEC), print and mail the proxy statement to the stockholders of Sybase; and (iv) use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of the Merger Agreement, and secure any approval of the stockholders of Sybase that is required by applicable law to effect the Merger. If stockholder approval is required, the Merger Agreement must be adopted by the affirmative vote of holders of a majority of the outstanding Shares.

If the Minimum Condition is satisfied, the Purchaser will have sufficient voting power to adopt the Merger Agreement by written consent or at a special meeting of Sybase stockholders without the affirmative vote of any

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other stockholder of Sybase. The Purchaser has agreed to vote for or enter into a written consent with respect to all Shares acquired by the Purchaser in the Offer to cause the adoption of the Merger Agreement and approval of the Merger. If the Purchaser acquires at least 90% of the then-issued and outstanding Shares pursuant to the Offer or otherwise, the Merger will be consummated without a special meeting of Sybase stockholders and without the approval of the stockholders of Sybase. The Merger Agreement provides that the Purchaser will be merged with and into Sybase and that Sybase’s certificate of incorporation in effect immediately prior to the Effective Time will be amended as of the Effective Time to read as the certificate of incorporation of the Purchaser in effect immediately prior to the Effective Time, and the bylaws of the Purchaser in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation following the Merger.

(i) Recent Developments Relating to Sybase.

Between May 13, 2010 and May 25, 2010, three substantially similar putative shareholder class action suits were filed by individual stockholders in the Superior Court of California in Alameda County against Sybase and its directors. The cases are styled as Michael Casey v. Sybase, Inc., et al., Case No. RG10515026, The Vladimir Gusinksy Living Trust Dated 8/25/1993 v. Alberding, et al., Case No. RG10515575, and City of Pontiac General Employees’ Retirement System v. Sybase, Inc., et al,, Case No. RG10516213. The complaints generally allege that Sybase’s directors breached their fiduciary duties by failing to maximize stockholder value in negotiating and approving the Merger Agreement and that Sybase aided and abetted these alleged breaches of fiduciary duties. In the Vladimir Gusinksy action, where SAP AG is additionally named as a defendant, such complaint generally alleges that SAP AG also aided and abetted these alleged breaches of fiduciary duties by Sybase’s directors. The complaints seek class certification, certain forms of injunctive relief, including enjoining the Offer, and payment of plaintiff’s attorney’s costs and fees.

On May 17, 2010, a putative shareholder class action suit styled as Stephen Alberti v. Sybase, Inc., et al., Case No. CV-10-2109, was filed in the United States District Court for the Northern District of California against Sybase’s directors (with the exception of Richard Alberding), Sybase, SAP AG, SAP America and the Purchaser. The complaint generally alleged that the individual defendants breached their fiduciary duties by failing to maximize stockholder value in negotiating and approving the Merger Agreement and that Sybase, SAP AG, SAP America and Purchaser aided and abetted these alleged breaches of fiduciary duties. The complaint sought class certification, certain forms of injunctive relief, including enjoining the Offer, unspecified damages, and payment of plaintiff’s attorney’s costs and fees. Plaintiff voluntarily dismissed this complaint without prejudice on May 20, 2010.

Sybase and the other defendants have not yet responded to the complaints. Sybase has informed SAP America and the Purchaser that it intends to defend the claims raised in these lawsuits.

12. Source and Amount of Funds

The Offer is not conditioned on the procurement of any financing. The Purchaser estimates that the total amount of funds required to purchase all outstanding Shares pursuant to the Offer and to complete the Merger and to pay related fees and expenses will be approximately $5.8 billion. The Purchaser intends to obtain such funds by means of a capital contribution from SAP America, and SAP America intend to obtain such funds by means of a capital contribution and/or loan from SAP AG or another affiliate. SAP AG intends to obtain such funds (which the affiliate would obtain from SAP AG) from its cash on hand and a € 2.75 billion dual-currency term loan facility (described below).

On May 21, 2010 SAP AG entered into a € 2.75 billion dual-currency term loan facility agreement with Barclays Bank PLC and Deutsche Bank Luxembourg S.A., with Barclays Capital and Deutsche Bank AG as mandated lead arrangers and bookrunners (the “SAP AG Borrowing”). Other financial institutions may also become lenders under the SAP AG Borrowing. A copy of the Credit Facility Agreement relating to the SAP AG Borrowing has been filed as an exhibit to the Schedule TO to which this Offer to Purchase is attached as an exhibit. Reference is made to such exhibit for a more complete description of the terms and conditions of the SAP AG Borrowing, and such exhibit is incorporated herein by reference.

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The SAP AG Borrowing is primarily intended to finance the acquisition of Sybase by SAP America, including (a) the acquisition of the Shares pursuant to the Offer and the Merger, (b) the refinancing or repurchase of indebtedness of Sybase, (c) cash settlements or redemptions of the Sybase Options, the Sybase SARs, shares of Sybase Restricted Stock or any other rights to purchase capital stock of Sybase becoming due as a result of a change of control over Sybase triggered by the acquisition of Sybase, (d) payments to Sybase employees and/or directors in relation to employee or management incentive plans becoming payable in connection with the acquisition of Sybase as a result of a change of control over Sybase triggered thereby and (e) the payment of fees, costs and expenses incurred in connection with the acquisition of Sybase, including, without limitation, the financing provided under the SAP AG Borrowing.

The SAP AG Borrowing may be drawn upon in multiple drawings until the earlier of December 31, 2010 or the effective date of the termination of the Merger Agreement prior to the consummation of the acquisition of Sybase (the “Availability Period”). The final maturity date is the second anniversary of the signing of the SAP AG Borrowing agreement. All drawings under the SAP AG Borrowing are committed and may be utilized in Euros or U.S. dollars. Subject to the absence of a major default and the correctness of major representations made by SAP AG, the lenders are, during the Availability Period, obligated to provide the committed financing for the acquisition of the Shares by Purchaser and SAP America until the closing of the acquisition of Sybase (customary so-called “certain funds concept”). It is a condition precedent for any drawing under the SAP AG Borrowing to finance the acquisition that the Sybase Board shall not have made a public announcement withdrawing its recommendation to holders of Shares that they accept the Offer and tender their Shares to the Purchaser.

The SAP AG Borrowing contains market-standard undertakings and restrictions. Such undertakings and restrictions may influence the flexibility of the operations of SAP AG and its subsidiaries. There are no financial covenants and the loans granted under the SAP AG Borrowing are unsecured.

A breach of the restrictive covenants will give rise (subject, in certain instances, to cure periods) to a right of the lenders of the SAP AG Borrowing to accelerate the loans and cancel their respective commitments thereunder. Other circumstances that may allow the lenders of the SAP AG Borrowing to accelerate the loans and cancel their respective commitments under the SAP AG Borrowing include, notably, any non-payment default by SAP AG under the SAP AG Borrowing or related finance documentation or cross-acceleration default by SAP AG or a material subsidiary in respect of financial liabilities totaling € 20 million or more and any insolvency event in relation to SAP AG or a material subsidiary. Such acceleration rights are subject to the customary certain funds concept referred to above.

Drawings under the SAP AG Borrowing will bear interest at a rate per annum that corresponds to an applicable margin plus EURIBOR (or, in the case of U.S. dollar denominated loans, LIBOR) for the selected interest period.

Drawings under the SAP AG Borrowing are subject to commitment and ticking fees, amounting to a percentage of the amount of the facility available under the SAP AG Borrowing, as well as upfront arrangement, underwriting, participation and facility agency fees.

SAP AG may at any time cancel unutilized commitments and voluntarily prepay loans, in each case subject to a minimum cancellation or repayment amount of € 20,000,000, by giving a five business days’ advance notice.

Under the SAP AG Borrowing, SAP AG must notify the lenders if it learns that in the meaning of the German Securities Acquisition and Takeover Act any person or any group of persons acting together has acquired control of more than 50% of its voting shares. If, on receiving the notification, lenders that represent at least two-thirds of the credit volume so require, the lenders have the right to cancel the SAP AG Borrowing and demand complete repayment of the outstanding debt thereunder (unless a continuation agreement is reached, in respect of which SAP AG may request good-faith negotiation). SAP AG is further obligated to prepay the loans

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and cancel commitments upon the occurrence of certain mandatory prepayment events, including, subject to certain exceptions and baskets, in particular the proceeds from (a) any issuance of debt instruments in the international or domestic capital markets after the signing of the SAP AG Borrowing agreement relating to the SAP AG Borrowing and (b) any disposition of the Shares to any person other than a subsidiary of SAP AG.

SAP AG may elect to raise financing in the national and/or international debt capital markets, including (without limitation) by way of an issuance of a bond or other instrument (either as a public offer or a private placement), the proceeds of which are to be used to prepay and/or cancel the SAP AG Borrowing.

The Purchaser, SAP America and SAP AG do not have any alternative committed financing arrangements or financing plans with respect to the Offer and the Merger in the event that the SAP AG Borrowing is not available, and do not anticipate the need to seek additional or alternative financing.

The Purchaser believes that the financial condition of the Purchaser, SAP America and SAP AG is not material to a decision by a holder of Shares whether to sell, hold or tender Shares in the Offer because (a) the Offer is being made for all outstanding Shares solely for cash, (b) the Purchaser, through its parent company, SAP America, and SAP America, through its parent company, SAP AG, will have sufficient funds and financial resources available to purchase all Shares validly tendered in the Offer or acquired in the Merger, (c) SAP AG has agreed to absolutely, irrevocably and unconditionally guarantee the obligations of SAP America and the Purchaser under the Merger Agreement, (d) the Offer is not subject to any financing condition and (e) if the Purchaser consummates the Offer, SAP America will acquire any remaining Shares for the same cash price in the Merger.

13. Dividends and Distributions

The Merger Agreement provides that, without the prior written consent of SAP America or as may required by law, Sybase will not, and will not permit any of its subsidiaries to, prior to the earlier of the Director Appointment Date, the Effective Time and the valid termination of the Merger Agreement in accordance with its terms, directly or indirectly, declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its capital stock, other than dividends paid by a wholly-owned subsidiary of Sybase to Sybase or another wholly-owned subsidiary of Sybase in the ordinary course of business consistent with past practice. See Section 11(b)—“The Merger Agreement—Conduct of Sybase’s Operations.”

14. Conditions of the Offer

Notwithstanding any other provisions of the Offer, the Purchaser will not be required to accept for payment or, subject to applicable rules and regulations of the SEC, pay for any validly tendered Shares, if:

(i) the Minimum Condition has not been satisfied at the expiration date of the Offer;

(ii) the Antitrust Condition has not been satisfied at or prior to the expiration date of the Offer;

(iii) any of the following conditions has occurred and is continuing at the expiration of the Offer:

(a) there is pending any suit, action or proceeding by any U.S. governmental entity or a non-U.S. governmental entity of competent jurisdiction whose clearance, consent or approval is required under antitrust approval laws in connection with the transactions contemplated by the Merger Agreement against SAP America, the Purchaser, Sybase or any subsidiary of Sybase in connection with the Offer or the Merger:

• challenging the acquisition by SAP America or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Offer or the Merger,

• seeking to prohibit or impose limitations on the ability of SAP America or the Purchaser, or otherwise to render SAP America or the Purchaser unable, to accept for payment, pay for or

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purchase any or all of the Shares pursuant to the Offer, or the Merger, or seeking to require divestiture of any or all of the Shares to be purchased pursuant to the Offer, the Top-Up Option or in the Merger,

• seeking to prohibit or impose any limitations on the ownership or operation by SAP America, Sybase or any of their respective subsidiaries, of all or any portion of the businesses or assets of SAP America, Sybase or any of their respective subsidiaries as a result of or in connection with the Offer, the Merger or the other transactions contemplated by the Merger Agreement, or otherwise seeking to compel SAP America, Sybase or any of their respective subsidiaries to divest, dispose of, license or hold separate any portion of the businesses or assets of SAP America, Sybase or any of their respective subsidiaries as a result of or in connection with the Offer, the Merger or the other transactions contemplated by the Merger Agreement, or

• seeking to prohibit or impose limitations on the ability of SAP America or the Purchaser effectively to acquire, hold or exercise full rights of ownership of the Shares to be purchased pursuant to the Offer, upon exercise of the Top-Up Option or otherwise in the Merger, including the right to vote the Shares purchased by Purchaser on all matters properly presented to the stockholders of Sybase;

(b) there is any law, statute, code, ordinance, rule, regulation, order, writ, judgment, injunction, decree, stipulation, determination or award enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a governmental entity to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or any other action is taken by any governmental entity, other than the application to the Offer or the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect to the EC Merger Regulation that has resulted or is reasonably likely, individually or in the aggregate, to result, directly or indirectly, in any of the consequences referred to in paragraph (a) above or has the effect of making the Offer, the Merger or any other transaction contemplated by the Merger Agreement illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Offer, the Merger or any other transaction contemplated by the Merger Agreement;

(c) the representations and warranties of Sybase set forth in the Merger Agreement as to capitalization fail to be true and correct in all material respects, as of the expiration date of the Offer with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time); provided, that if either the total number of Shares or the total number of Shares subject to outstanding Sybase Options, Sybase SARs or reserved for issuance pursuant to the ESPP, in each case set forth in the capitalization representation and warranty in the Merger Agreement, and in each case as of May 10, 2010, exceeds the actual numbers as of such date by more than a “de minimis” amount, such representations and warranties will be deemed to fail to be true and correct in all material respects;

(d) all other representations and warranties of Sybase set forth in the Merger Agreement (without giving effect to any references to Sybase Material Adverse Effect or materiality qualifications) fail to be true and correct in any respect as of the expiration date of the Offer with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or time), except as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to be true and correct, a Sybase Material Adverse Effect;

(e) Sybase breached or failed, in any material respect, to perform or to comply with any agreement or covenant to be performed or complied with by it under the Merger Agreement, and such breach or failure has not been cured;

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(f) since May 12, 2010, a Sybase Material Adverse Effect has occurred and is continuing;

(g) the Purchaser has not received a certificate of Sybase, executed by the Chief Executive Officer and the Chief Financial Officer of Sybase, dated as of the expiration date of the Offer, to the effect that the conditions set forth in paragraphs (c), (d), (e) and (f) above have not occurred; or

(h) the Merger Agreement has been terminated in accordance with its terms.

The foregoing conditions are for the sole benefit of SAP America and the Purchaser and may be asserted by SAP America or the Purchaser regardless of the circumstances giving rise to any such conditions and may be waived by SAP America or the Purchaser in whole or in part at any time and from time to time in their sole discretion (except that the Minimum Condition may not be waived), in each case subject to the terms of the Merger Agreement. The Merger Agreement provides that the failure by SAP America or the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time and from time to time. In addition, the Merger Agreement provides that each of the foregoing conditions is independent of any of the other foregoing conditions; the exclusion of any event from a particular condition does not mean that such event may not be included in another condition.

As defined in the Merger Agreement, a “Sybase Material Adverse Effect” means any change, event, development, occurrence or effect that (a) is, or would reasonably be expected to be, materially adverse to the business, financial condition or results of operations of Sybase and its subsidiaries, taken as a whole, or (b) prevents the consummation of the Offer or the Merger; provided, however, that, in the case of clause (a), none of the following changes, events, developments, occurrences or effects will be taken into account in determining whether there has been or will be, a Sybase Material Adverse Effect: (i) changes, events, developments, occurrences or effects affecting the economies of or financial, credit or capital market conditions in the United States or other countries or regions of the world in which Sybase and its subsidiaries operate, to the extent such changes do not adversely affect Sybase and its subsidiaries taken as a whole in a disproportionate manner relative to other similarly situated participants in the industries in which Sybase and its subsidiaries operate; (ii) changes in the trading volume or trading price of the Sybase Common Stock in and of itself (provided that the facts and circumstances giving rise to changes in such price may be deemed to constitute, and may be taken into account in determining whether there has been, a Sybase Material Adverse Effect), (iii) changes in the industries in which Sybase and its subsidiaries operate, to the extent such changes do not adversely affect Sybase and its subsidiaries taken as a whole in a disproportionate manner relative to other similarly situated participants in the industries in which Sybase and its subsidiaries operate, (iv) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions threatened or existing as of May 12, 2010, to the extent such changes do not adversely affect Sybase and its subsidiaries taken as a whole in a disproportionate manner relative to other similarly situated participants in the industries in which Sybase and its subsidiaries operate, (v) changes, events, developments, occurrences or effects primarily resulting from or arising out of the announcement, pendency or consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, including (A) any loss or departure of officers or other employees of Sybase or any of its subsidiaries and (B) any termination, suspension, reduction or similar negative development in Sybase’s and its subsidiaries’ relationships with its and their customers, suppliers and other persons or entities with whom they conduct business, (vi) any change in law or in generally accepted accounting principles (or in the interpretation thereof), to the extent such changes do not adversely affect Sybase and its subsidiaries taken as a whole in a disproportionate manner relative to other similarly situated participants in the industries in which Sybase and its subsidiaries operate, (vii) any changes, events, developments, occurrences or effects primarily resulting from or arising out of (A) the failure by Sybase or any of its subsidiaries to take any action expressly prohibited by the Merger Agreement or (B) any actions taken by Sybase or any of its subsidiaries as expressly required by the Merger Agreement or with the consent of SAP America or the Purchaser (other than operation by Sybase and its subsidiaries of their business in the ordinary course of business), (viii) any failure by Sybase to meet any published analyst estimates or expectations of Sybase’s revenue, earnings or other financial performance or

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results of operations for any period, in and of itself, or any failure by Sybase to meet its internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, in and of itself (provided that the facts and circumstances giving rise to such failures may be deemed to constitute, and may be taken into account in determining whether there has been, a Sybase Material Adverse Effect), or (ix) any legal proceedings made or brought by any of the current or former stockholders of Sybase (on their own behalf or on behalf of Sybase) against Sybase or the Sybase Board arising out of the Offer, the Merger or the other transactions contemplated by the Merger Agreement.

15. Legal Matters; Required Regulatory Approvals

General. Except as set forth in this Offer to Purchase, none of SAP AG, SAP America or the Purchaser is aware of any licenses or regulatory permits that appear to be material to the business of Sybase and its subsidiaries, taken as a whole, that might be adversely affected by the Purchaser’s acquisition of Shares in the Offer, or of any filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency that would be required for our acquisition or ownership of the Shares pursuant to the Offer. Should any such approval or other action be required, SAP AG, SAP America and the Purchaser expect to seek such approval or action, except as described under “—State Takeover Laws.” There can be no assurance that any such approval or other action, if required, would be obtained or would be obtained without substantial conditions, or that adverse consequences to Sybase’s business might not result. The Merger Agreement provides that, in connection with the receipt of any necessary approvals of a governmental authority (including under the HSR Act), neither SAP America nor Sybase (nor any of their respective subsidiaries or affiliates) is required to (and, without SAP America’s prior consent, Sybase will not) sell, hold separate or otherwise dispose of or conduct their business in a specified manner, enter into a voting trust arrangement, proxy arrangement, “hold separate” agreement or arrangement or similar agreement with respect to the assets, operations or conduct of their business in a specified manner, or permit the sale, holding separate or other disposition of, any assets of SAP America, Sybase or their respective subsidiaries or affiliates.

State Takeover Laws. A number of states (including Delaware, where Sybase is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein.

As a Delaware corporation, Sybase is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL would prevent an “interested stockholder” (generally defined in Section 203 of the DGCL as a person beneficially owning 15% or more of a corporation’s voting stock) from engaging in a “business combination” (as defined in Section 203 of the DGCL) with a Delaware corporation for three years following the time such person became an interested stockholder unless: (a) before such person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination; (b) upon consummation of the transaction which resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares of outstanding stock held by directors who are also officers and by employee stock plans that do not allow plan participants to determine confidentially whether to tender shares); or (c) following the transaction in which such person became an interested stockholder, the business combination is (i) approved by the board of directors of the corporation and (ii) authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock of the corporation not owned by the interested stockholder.

Sybase has represented in the Merger Agreement that its board of directors has approved, for purposes of Section 203 of the DGCL, the Merger Agreement and the transactions contemplated by the Merger Agreement, such that Section 203 of the DGCL does not apply to the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Offer and the Merger. The Purchaser has not attempted to comply with any

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other state takeover statutes in connection with the Offer or the Merger. The Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer, the Merger, the Merger Agreement, or the transactions contemplated by the Merger Agreement, and nothing in this Offer to Purchase or any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger, or the Merger Agreement, as applicable, the Purchaser may be required to file certain documents with, or receive approvals from, the relevant state authorities, and the Purchaser might be unable to accept for payment or purchase Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer. In such case, the Purchaser may not be obligated to accept for purchase, or pay for, any Shares tendered. See Section 14—“Conditions of the Offer.”

U.S. Antitrust Compliance. Under the HSR Act, and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain acquisitions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares by Purchaser pursuant to the Offer is subject to such requirements. SAP AG will file a Premerger Notification and Report Form in connection with the Offer with the Antitrust Division and the FTC as soon as practicable. The required waiting period with respect to the Offer will expire at 11:59 p.m., New York City time, on the date that is 15 calendar days after the filing of the Premerger Notification and Report Form, unless earlier terminated by the FTC and the Antitrust Division or unless the FTC or the Antitrust Division issues a Request for Additional Information and Documentary Materials (a “Second Request”) prior to that time. If within the 15 calendar day waiting period either the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer would be extended until 10 calendar days following the date of substantial compliance by SAP AG with that request, unless the FTC or the Antitrust Division terminates the additional waiting period earlier. After the expiration of the 10 calendar day waiting period, the waiting period may be extended only by court order or SAP AG’s and Sybase’s agreement not to close. In practice, complying with a Second Request can take a significant period of time. Although Sybase is required to file certain information and documentary material with the FTC and the Antitrust Division in connection with a Second Request, failure by Sybase to substantially comply with an applicable Second Request will not extend the waiting period with respect to the Offer.

The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as Purchaser’s acquisition of Shares pursuant to the Offer. The Antitrust Division or the FTC may take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking the divestiture of Shares acquired by Purchaser or the divestiture of substantial assets of SAP AG or its subsidiaries, or of Sybase or its subsidiaries. Private parties who may be adversely affected by the Offer and the Merger and individual states may also bring legal actions under the antitrust laws in certain circumstances. Although the parties believe that consummation of the Offer and the Merger would not violate any antitrust law, there can be no assurance that a challenge to the Offer and the Merger on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, Purchaser may not be obligated to consummate the Offer and the Merger. See Section 14—“Conditions of the Offer.”

European Union Antitrust Compliance. Under Article 7(1) of the EC Merger Regulation, a transaction meeting certain thresholds may not be completed before it is notified to the European Commission (the “EC”) and the EC (a) has not declared that the transaction does not to fall within the scope of the EC Merger Regulation, (b) has declared that the transaction is compatible with the common market, or (c) has been deemed to have declared that the transaction is compatible with the common market. The purchase of Shares pursuant to the Offer falls under the definition of a notifiable concentration pursuant to the EC Merger Regulation.

Under the provisions of the EC Merger Regulation, the initial (Phase I) review period is 25 working days, which may be extended by 10 working days if the parties offer remedial undertakings during the initial 20

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working days of the Phase I period. If the EC has serious doubts whether a notified transaction is compatible with the common market, it may initiate Phase II proceedings, which last an additional 90 to 125 working days.

The EC frequently scrutinizes under the EC Merger Regulation transactions such as Purchaser’s acquisition of Shares pursuant to the Offer. The EC could prohibit the transaction by declaring that the concentration is incompatible with the common market or the EC could require, as a condition to clearance, a remedy such as the divestiture of Shares acquired by Purchaser or the divestiture of substantial assets of SAP AG or its subsidiaries, or of Sybase or its subsidiaries. Although the parties believe that consummation of the Offer is not incompatible with the common market, there can be no assurance that a challenge to the Offer will not be made by the EC or, if a challenge is made, what the result will be. See Section 14—“Conditions of the Offer.”

Other. It may be necessary to make additional filings relating to Purchaser’s acquisition of Shares pursuant to the Offer and the Merger with governmental entities in other foreign jurisdictions, however, no other filings are a condition to the Offer. The parties are reviewing whether any such filings are required in connection with the Offer and the Merger and intend to make any such filings promptly to the extent required. Although the parties believe that consummation of the Offer and the Merger would not violate any antitrust law, there can be no assurance that governmental entities will not challenge the Offer and the Merger on competition or other grounds, or if such challenge is made, what the results thereof will be.

16. Fees and Expenses

Barclays Capital Inc. is acting as Dealer Manager in connection with the Offer. SAP America has agreed to reimburse the Dealer Manager for certain out-of-pocket expenses. SAP America has also agreed to indemnify the Dealer Manager and related parties against certain liabilities in connection with the Offer. In the ordinary course of business, the Dealer Manager and its successors and affiliates may trade Shares for their own accounts and accounts of customers, and, accordingly, may at any time hold a long or short position in the Shares.

SAP America has retained MacKenzie Partners, Inc. as Information Agent in connection with the Offer. The Information Agent may contact the stockholders of Sybase by mail, telephone, telex, telegraph and personal interview and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward material relating to the Offer to beneficial owners of Shares. SAP America will pay the Information Agent reasonable and customary compensation for these services in addition to reimbursing the Information Agent for certain out-of-pocket expenses. SAP America has agreed to indemnify the Information Agent and related parties against certain liabilities and expenses in connection with the Offer. In addition, SAP America has retained American Stock Transfer and Trust Company as Depositary in connection with the Offer. SAP America will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, will reimburse the Depositary for certain out-of-pocket expenses, and will indemnify the Depositary against certain liabilities and expenses in connection with the Offer.

Except as set forth above, none of SAP AG, SAP America or the Purchaser will pay any fees or commissions to any broker, dealer, commercial bank, trust company or other nominee for soliciting tenders of Shares pursuant to the Offer. SAP AG or SAP America will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers.

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17. Miscellaneous

None of SAP AG, SAP America or the Purchaser is aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If SAP AG, SAP America or the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of the Shares, SAP AG, SAP America and the Purchaser will make a good faith effort to comply with that state statute. If, after a good faith effort, SAP AG, SAP America and the Purchaser cannot comply with the state statute, the Purchaser will not make the Offer to, nor will the Purchaser accept tenders from or on behalf of, stockholders of Sybase in that state. SAP AG, SAP America and the Purchaser have filed with the SEC the Schedule TO pursuant to Rule 14d-3 promulgated under the Exchange Act, together with exhibits furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, Sybase has filed with the SEC the Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 promulgated under the Exchange Act, setting forth the recommendation of the Sybase Board with respect to the Offer and the reasons for the recommendation of the Sybase Board and furnishing certain additional related information. A copy of these documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC in the manner set forth under Section 8—“Certain Information Concerning Sybase” of this Offer to Purchase and Section 9—“Certain Information Concerning SAP AG, SAP America and the Purchaser” of this Offer to Purchase.

None of SAP AG, SAP America or the Purchaser has authorized any person to give any information or to make any representation on behalf of SAP AG, SAP America or the Purchaser not contained in this Offer to Purchase or in the related Letter of Transmittal, and, if given or made, you should not rely on any such information or representation as having been authorized.

Neither the delivery of this Offer to Purchase nor any purchase pursuant to the Offer will, under any circumstances, create any implication that there has been no change in the affairs of SAP AG, SAP America, the Purchaser, Sybase or any of their respective subsidiaries since the date as of which information is furnished or the date of this Offer to Purchase.

SHEFFIELD ACQUISITION CORP.

May 26, 2010

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SCHEDULE I

INFORMATION CONCERNING THE DIRECTORS AND

EXECUTIVE OFFICERS OF

SAP AG, SAP AMERICA, INC. AND SHEFFIELD ACQUISITION CORP.

SAP AG

The following table sets forth the name, present principal occupation or employment, and material occupations, positions, offices or employment for at least the past five years of each of the members of the Executive Board and the Supervisory Board, and each executive officer, of SAP AG. Each person identified below is a citizen of the Federal Republic of Germany, with the exception of Pekka Ala-Pietilä, who is a citizen of Finland, Bill McDermott and Vishal Sikka who are citizens of the United States of America, Bernard Liautaud, who is a citizen of France, and Panagiotis Bissiritsas, who is a citizen of both Germany and Greece. Unless otherwise noted, the current business address of each person identified below is Dietmar-Hopp-Allee 16, 69190 Walldorf, Federal Republic of Germany, and the current business phone number of each of these individuals is +49-6227-7-47474.

Name and Address (If Applicable)	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
Prof. Dr. h.c. mult. Hasso Plattner	Chairperson of the Supervisory Board	Chairperson of the Supervisory Board, SAP AG (2003 - Present)
		Positions in past five years: see above
Lars Lamadé	Vice Chairperson of Supervisory Board	Present occupation: Employee of SAP AG, Project Manager, Service and Support, SAP AG (June 2006 - Present)
		Positions in past five years: Risk Manager, Service and Support, SAP AG (February 2004 - June 2006)
Pekka Ala-Pietilä	Member of Supervisory Board	Present occupation: Co-founder and CEO Blyk Ltd., a messaging media company, located in London, UK (May 2006 - Present)
		Positions in past five years: Executive Advisor to the CEO of Nokia Corporation, a mobile phone and telecom networks supplier, headquartered in Espoo, Finland (October 2005 - January 2006)
Thomas Bamberger	Member of Supervisory Board	Present occupation: Head of COO Operations of SAP AG (2010 - Present)
		Positions in past five years: Chief Operating Officer of Global Service & Support of SAP AG (2008 - 2010); Chief Controlling Officer of Global Service & Support of SAP AG (2005 - 2008)
Panagiotis Bissiritsas	Member of Supervisory Board	Present occupation: Expert support consultant at SAP AG (2005 - Present)
		Positions in past five years: see above

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Name and Address (If Applicable)	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
Willi Burbach	Member of Supervisory Board	Present occupation: Developer at SAP AG (July 1990 - present)
		Positions in past five years: see above
Prof. Dr. Wilhelm Haarmann	Member of Supervisory Board	Present occupation: Attorney-at-law, Certified Public Auditor, Certified Tax Advisor, HAARMANN Partnerschaftsgesellschaft, Rechtsanwälte, Steuerberater, Wirtschaftsprüfer, a partnership of professional auditors, tax consultants and attorneys, located in Frankfurt am Main, Germany (2006 - Present)
		Positions in past five years: Attorney-at-law, Certified Public Auditor, Certified Tax Advisor, Haarmann, Hemmelrath & Partner, a law firm, located in Frankfurt am Main, Germany (1987 - 2006)
Peter Koop	Member of Supervisory Board	Present occupation: Industry Solution Specialist, SAP Deutschland AG & Co. KG (2002 - Present)
		Positions in past five years: see above
Bernard Liautaud	Member of Supervisory Board	Present occupation: General Partner, Balderton Capital Management, a venture capital firm, located in London, United Kingdom (July 2008 - Present)
		Positions in past five years: Chairman and Chief Executive Officer of Business Objects, an enterprise software company located in San Jose, CA, which was acquired by SAP AG in 2008 (October 2005 - January 2008); Chief Executive Officer of Business Objects (August 1990 - October 2005).
Dr. Gerhard Maier	Member of Supervisory Board	Present occupation: Employee of SAP AG, Development Project Manager (June 2003 - present)
		Positions in past five years: see above
Christiane Kuntz-Mayr	Member of Supervisory Board	Present occupation: Employee of SAP AG, Deputy Chairperson of the Works Council of SAP AG, Development Manager (June 2000 - Present)
		Positions in past five years: see above

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Name and Address (If Applicable)	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
Dr. h.c. Hartmut Mehdorn	Member of Supervisory Board	Present occupation: Independent Consultant (2009 - Present)
		Positions in past five years: Chief Executive Officer, Deutsche Bahn AG, the German national railway company, headquartered in Berlin, Germany (1999 - 2009)
Prof. Dr.-Ing. Dr. h.c. mult. Dr.-Ing. E.h. mult. Joachim Milberg	Member of Supervisory Board	Present occupation: Chairman of the Supervisory Board of BMW AG, an automobile, motorcycle and engine manufacturer, headquartered in Munich, Germany (2004 - Present); Member of Supervisory Board of Bertelsmann AG, an international media corporation, headquartered in Gütersloh, Germany (2005 - Present); Member of Supervisory Board of Festo AG, a supplier of pneumatic and electrical automation technology, headquartered in Esslingen, Germany (2003 - Present); Member of Supervisory Board of ZF Friedrichshafen AG, an automotive supplier for driveline and chassis technology, headquartered in Friedrichshafen, Germany (2008 - Present); Member of Supervisory Board of John Deere, a manufacturer of farm and forestry equipment, headquartered in Moline, IL (2003 - Present).
		Positions in past five years: Member of Shareholder Committee of TÜV Süd AG, a testing and inspection organization, headquartered in Munich, Germany (2001 - 2009); Deputy Chairman of the Supervisory Board of MAN AG, a manufacturer of commercial vehicles, engines and mechanical engineering equipment, headquartered in Munich, Germany (2002 - 2008); Member of the Supervisory Board of Leipziger Messe, a company that organizes specialist shows and exhibitions, located in Leipzig, Germany (2003 - 2006); Member of the Supervisory Board of Allianz Versicherung AG, an integrated financial services provider, headquartered in Munich, Germany (2001 - 2006).

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Name and Address (If Applicable)	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
Dr. Erhard Schipporeit	Member of Supervisory Board	Present occupation: Business Consultant (January 2007 - Present).
		Positions in past five years: Member of the Executive Board and Chief Financial Officer, E-ON AG, a power and gas company, located in Düsseldorf, Germany (June 2000 – December 2006)
Stefan Schulz	Member of Supervisory Board	Present occupation: Employee of SAP AG, Development Project Manager (April 2004 - Present)
		Positions in past five years: see above
Dr. Prof. Dr.-Ing. Dr.-Ing. E.h. Klaus Wucherer	Member of Supervisory Board	Present occupation: Management Director of Dr. Klaus Wucherer Innovations- und Technologieberatung GmbH, located in Erlangen, Germany (January 2009 - Present)
		Positions in past five years: Executive Advisor to the Chief Executive Officer, Siemens AG, an industrial and consumer produced manufacturer with principal executive offices located in Munich, Germany (January 2008 - December 2008); Executive Vice President, Siemens AG (October 2000 - December 2007).
William McDermott	Co-Chief Executive Officer	Present occupation: Co-Chief Executive Officer, SAP AG (February 2010 - Present); Member of Executive Board, SAP AG (July 2008 - Present); Chairman of the Board of Directors, SAP America, Inc., (January 2009 - Present); Member of the Board of Directors, SAP America, Inc. (October 2002 - Present)
		Positions in past five years: Chief Executive Officer, SAP America, Inc. (September 2002- February 2010)
Jim Hagemann Snabe	Co-Chief Executive Officer	Present occupation: Co-Chief Executive Officer, SAP AG (February 2010 - Present); Member of Executive Board, SAP AG (July 2008 - Present)
		Positions in past five years: Vice President and Chief Operations Officer of Business Solution group, SAP AG (2002 - 2006); Business Suite organization, SAP AG (2007 - 2010)

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Name and Address (If Applicable)	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
Dr. Werner Brandt	Chief Financial Officer	Present occupation: Chief Financial Officer, SAP AG (February 2001-present); Member of the Executive Board of SAP AG (2001 - Present)
		Positions in past five years: see above
Gerhard Oswald	Chief Operating Officer	Present occupation: Chief Operating Officer, SAP AG (February 2010 - Present); Member of the Executive Board of SAP AG (1996 - Present)
		Positions in past five years: Global Service and Support, SAP AG (2005 - February 2010)
Vishal Sikka	Chief Technology Officer	Present occupation: Chief Technology Officer, SAP AG (April 2007 - Present); Member of Executive Board of SAP AG (February, 2010 - Present)
		Positions in past five years: Chief Software Architect, SAP AG (2002 - April 2007)

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SAP AMERICA, INC.

The following table sets forth the name, present principal occupation or employment, and material occupations, positions, offices or employment for at least the past five years of each director and executive officer of SAP America, Inc. Each person identified below is a citizen of the United States of America, with the exception of Dr. Werner Brandt, who is a citizen of the Federal Republic of Germany. Unless otherwise noted, the current business address of each person identified below is 3999 West Chester Pike, Newtown Square, PA 19073, and the current business phone number of each of these individuals is (610) 661-1000.

Name	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
Robert Enslin	President	Present occupation: President, SAP America, Inc. (February 2009 - Present)
		Positions in past five years: COO Global Field Operations, SAP America, Inc. (July 2008 - January 2009); Interim President and CEO, SAP Latin America (April 2008 - September 2008); COO, SAP America, Inc. (January 2008 - March 2008); President and CEO, SAP Japan (2005 - 2007)
Mark R. White	Chief Financial Officer	Present occupation: Chief Financial Officer, SAP America, Inc. (September 2008 - Present)
		Positions in past five years: Executive Chairman, TomorrowNow, Inc. (June 2007 - present); Chief Operating Officer, SAP America, Inc. (March 2003 - June 2007); Chief Financial Officer, SAP America, Inc. (March 2002 - March 2007)
Steve Winter	Chief Operating Officer	Present Occupation: Chief Operating Officer, SAP America, Inc. (January 2010 - present)
		Positions in past five years: Senior Vice President, General Manager Southwest Region, SAP America, Inc. (January 2005 – December 2007); Senior Vice President, General Manager, Midwest Region, SAP America, Inc. (January 2008 – June 2009); Executive Vice President, Sales, SAP America, Inc. (July 2009 – December 2009)
Brad C. Brubaker	Secretary	Present occupation: President, Sheffield Acquisition Corp. (May 2010 – present) Senior Vice President, General Counsel for Global Field Legal and Corporate Secretary, SAP America, Inc. (January 2009 - Present)

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Name	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
		Positions in past five years: Senior Vice President, General Counsel for SAP Americas and Corporate Secretary, SAP America, Inc. (November 1999 - January 2009)
Elizabeth Heck	Vice President, Tax and Assistant Corporate Secretary	Present occupation: Vice President, Tax and Assistant Corporate Secretary, SAP America, Inc. (March 2003 - Present)
		Positions in past five years: see above
Mary Beth Hanss,	Senior Vice President, General Counsel	Present occupation: Senior Vice President, General Counsel, SAP America, Inc. (August 2008 - present)
		Positions in past five years: Vice President and Assistant General Counsel, SAP America, Inc. (January 2003 - July 2008)
William McDermott	Chairman	(See above information.)
Robert Enslin	Director	(See above information.)
Dr. Werner Brandt	Director	(See above information.)

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SHEFFIELD ACQUISITION CORP.

The following table sets forth the present principal occupation or employment and material occupations, positions, offices or employment for at least the past five years for Brad C. Brubaker, the sole director and executive officer of Sheffield Acquisition Corp. Mr. Brubaker is a citizen of the United States of America. Mr. Brubaker’s current business address is 3999 West Chester Pike, Newtown Square, PA 19073, and his current business phone number is (610) 661-1000.

Name	Office	Present Principal Occupation or Employment and Material Positions Held During the Past Five Years
Brad C. Brubaker	Director and President	Present occupation: see above.
		Positions in past five years: see above.

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Facsimile copies of Letters of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, Certificates and any other required documents should be sent or delivered by each stockholder of Sybase or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below:

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Hand or Courier:
American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042	(718) 234-5001	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219
Call (collect) at (718) 921-8317 or (toll free) at (877) 248-6417

You may direct questions and requests for assistance to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. You may obtain additional copies of this Offer to Purchase, the related Letter of Transmittal and other tender offer materials from the Information Agent as set forth below, and they will be furnished promptly at SAP America’s expense. You also may contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Barclays Capital Inc.

745 Seventh Avenue, 3rd Floor

New York, New York 10019

Attention: Equity Corporate Services

Call Toll-Free (888) 610-5877

EX-99.(A)(1)(B)

EXHIBIT 99(a)(1)(B)

Letter of Transmittal

To Tender Shares of Common Stock

including the Associated Preferred Share Purchase Rights

of

Sybase, Inc.

Pursuant to the Offer to Purchase Dated May 26, 2010

by

Sheffield Acquisition Corp.

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 P.M., NEW YORK CITY

TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Hand or Courier:
American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042	(718) 234 - 5001	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219
For assistance call (877) 248 - 6417 or (718) 921 - 8317

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission of instructions via facsimile to a number other than as set forth above will not constitute a valid delivery to the Depositary. You must sign this Letter of Transmittal in the appropriate space provided below with signature guaranteed if required, and complete the Substitute Form W-9 or the appropriate IRS Form W-8, as applicable. The instructions included in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections	DESCRIPTION OF SHARES TENDERED (Please fill in. Attach separate schedule if needed)
	Certificate No(s)*	Number of Shares Represented by Certificate(s)	Number of Shares Tendered**
	TOTAL SHARES

* Certificate numbers are not required if tender is made by book-entry transfer.

** If you desire to tender fewer than all Shares represented by any Certificate listed above, please indicate in this column the number of Shares you wish to tender. Otherwise, all Shares represented by such Certificate will be deemed to have been tendered. See Instruction 4.

This letter of transmittal (as amended or supplemented from time to time, this “Letter of Transmittal”) is to be completed by stockholders of Sybase, Inc., a Delaware corporation (“Sybase”), if certificates (“Certificates”) representing shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), are to be forwarded with this Letter of Transmittal. If delivery of Shares is to be made by book-entry transfer to an account maintained by American Stock Transfer and Trust Company (the “Depositary”) at The Depository Trust Company (the “DTC”) pursuant to the procedures set forth under Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the offer to purchase, dated May 26, 2010 (as amended or supplemented from time to time, the “Offer to Purchase”), stockholders may use an Agent’s Message (as defined in Section 2—“Acceptance for Payment and Payment for Shares” of the Offer to Purchase) or this Letter of Transmittal. Delivery of documents to the DTC in accordance with the DTC’s procedures does not constitute delivery to the Depositary.

Stockholders of Sybase whose Certificates representing Shares are not immediately available or who cannot deliver their Certificates and all other required documents to the Depositary on or prior to the expiration of the Offer or who cannot complete the procedure for book-entry transfer prior to the expiration of the Offer must tender their Shares according to the guaranteed delivery procedures set forth under Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. See Instruction 2 below.

If any Certificate you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated, you should contact American Stock Transfer and Trust Company, Sybase’s stock transfer agent (the “Transfer Agent”), at (877) 248-6417 or (718) 921-8317, regarding the requirements for replacement. You may be required to post a bond to secure against the risk that the Certificate may be subsequently re-circulated. You are urged to contact the Transfer Agent immediately in order to receive further instructions, for a determination of whether you will need to post a bond and to permit timely processing of this documentation. The Depositary may charge holders an administrative fee for processing payment with respect to Shares represented by lost certificates.

NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.

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Ladies and Gentlemen:

The undersigned hereby tenders to Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”) and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”), the above-described shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation (“Sybase”), and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase, pursuant to the Purchaser’s offer to purchase all of the outstanding Shares at $65.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 26, 2010 (as amended or supplemented from time to time, the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this letter of transmittal (as amended or supplemented from time to time, this “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”).

Subject to, and effective upon, acceptance for payment of the Shares tendered with this Letter of Transmittal, in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all the Shares that are being tendered by this Letter of Transmittal and all dividends, distributions (including, without limitation, distributions of additional Shares) and rights declared, paid or distributed in respect of such Shares on or after May 26, 2010 (collectively, “Distributions”) and irrevocably appoints American Stock Transfer and Trust Company (the “Depositary”) as the true and lawful agent, attorney-in-fact and proxy of the undersigned with respect to such Shares and all Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the Shares tendered by this Letter of Transmittal), to (i) deliver certificates (the “Certificates”) representing the Sybase Common Stock and all Distributions, or transfer ownership of such Shares and all Distributions on the account books maintained by the The Depository Trust Company (the “DTC”), together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser; (ii) present such Shares and all Distributions for transfer on the books of Sybase; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints the designees of the Purchaser, and each of them, as agents, attorneys-in-fact and proxies of the undersigned, each with full power of substitution, in the manner set forth herein, to the full extent of the rights of the undersigned with respect to Shares that the undersigned tenders and the Purchaser accepts for payment and with respect to any and all other Shares and other securities or rights issued or issuable in respect of such Shares on or after May 26, 2010. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the Shares tendered by this Letter of Transmittal. This appointment will be effective when the Purchaser accepts the Shares tendered by this Letter of Transmittal for payment in accordance with the terms of the Offer. Upon acceptance for payment, all other powers of attorney and proxies given by the undersigned with respect to the Shares tendered by this Letter of Transmittal and other securities or rights prior to such payment will be revoked, without further action, and no subsequent powers of attorney and proxies may be given by the undersigned (and, if given, will not be deemed effective). The Purchaser’s designees will, with respect to the Shares tendered by this Letter of Transmittal and other securities and rights for which the appointment is effective, be empowered to exercise all of the voting and other rights of the undersigned as they, in their sole discretion, may deem proper at any annual or special meeting of stockholders of Sybase, or any adjournment or postponement thereof, or by consent in lieu of any such meeting of stockholders of Sybase or otherwise. In order for Shares to be deemed validly tendered by this Letter of Transmittal, immediately upon the acceptance for payment of such Shares, the Purchaser or its designee must be able to exercise full voting rights with respect to such Shares and other securities, including voting at any meeting of stockholders of Sybase.

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The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered by this Letter of Transmittal and all Distributions, and that when such Shares are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Shares and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances, and that none of such Shares and Distributions will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver all additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered by this Letter of Transmittal and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered by this Letter of Transmittal, accompanied by appropriate documentation of transfer, and pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered by this Letter of Transmittal, or deduct from such purchase price, the amount or value of such Distribution as determined by the Purchaser in its sole discretion.

No authority conferred or agreed to be conferred in this Letter of Transmittal shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. See Section 4—“Withdrawal Rights” of the Offer to Purchase.

The undersigned understands that tenders of Shares pursuant to any one of the procedures described in the Offer to Purchase under Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute the undersigned’s acceptance of the terms and conditions of the Offer. The Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer. Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the Offer, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Shares tendered by this Letter of Transmittal.

Unless otherwise indicated in this Letter of Transmittal in the box entitled “Special Payment Instructions,” please issue the check for the purchase price of all Shares purchased, and return all Certificates not purchased or not tendered in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions,” please mail the check for the purchase price of all Shares purchased and all Certificates not tendered or not purchased (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and return all Certificates not purchased or not tendered in the name(s) of, and mail such check and Certificates to, the person(s) so indicated. Please credit any Shares tendered by this Letter of Transmittal and delivered by book-entry transfer, but which are not purchased, by crediting the account at the DTC. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name of the registered holder(s) of such Shares if the Purchaser does not purchase any of the Shares tendered by this Letter of Transmittal.

LOST CERTIFICATES: PLEASE CALL AMERICAN STOCK TRANSFER AND TRUST COMPANY AT (877) 248-6417 or (718) 921-8317 TO OBTAIN NECESSARY DOCUMENTS TO REPLACE YOUR LOST CERTIFICATES.

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TENDER OF SHARES

¨ Check here if certificates representing tendered Shares are being delivered herewith.

¨ Check here if tendered Shares are being delivered by book-entry transfer made to an account maintained by the Depositary with the DTC and complete the following (only participants in the DTC may deliver Shares by book entry transfer):

Name of Tendering Institution:                                                                                                                                         

Account Number:                                                                                                                                                                  

Transaction Code Number:                                                                                                                                                 

¨ Check here if tendered Shares are being delivered pursuant to a notice of guaranteed delivery previously sent to the Depositary and complete the following. Please enclose a photocopy of such notice of guaranteed delivery:

Name(s) of Registered Holder(s):                                                                                                                                     

Window Ticket Number (if any):                                                                                                                                     

Date of Execution of Notice of Guaranteed Delivery:                                                                                              

Name of Eligible Institution that Guaranteed Delivery:                                                                                           

IMPORTANT

STOCKHOLDER: SIGN HERE

(Please also complete the Substitute Form W-9 beginning on page 15 or the

appropriate IRS Form W-8, as applicable)

Signature(s) of Holder(s)

Dated:                                                  , 2010                                                                                                                                                  

Must be signed by registered holder(s) exactly as name(s) appear(s) on Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Certificates and documents transmitted with this Letter of Transmittal. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please set forth full title. See Instructions 1 and 5 below.

Name(s):
	(Please Print)
Capacity (full title):
Address:
(Include Zip Code)

5

Daytime Area Code and

Telephone Number:                                                                                                                                                                                       

Taxpayer Identification or

Social Security No.:                                                                                                                                                                                      

(See Substitute Form W-9 or the appropriate IRS Form W-8, as applicable)

GUARANTEE OF SIGNATURE(S)

(If Required—See Instructions 1 and 5)

Authorized Signature

Name (Please Print)

Name of Firm

Address (include Zip Code)

(Area Code) Telephone No.

Dated:                                                  , 2010                                                                                                                                                  

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Certificates not tendered or not purchased and/or the check for the purchase price of the Shares purchased are to be issued in the name of someone other than the undersigned.

Issue  ¨ check and/or  ¨ certificates to:

Name(s):
	(Please Print)
Address:
	(Include Zip Code)
(Taxpayer Identification or Social Security No.

(Also complete Substitute Form W-9 below or the appropriate IRS Form W-8, as applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

To be completed ONLY if Certificates not tendered or not purchased and/or the check for the purchase price of the Shares purchased are to be sent to someone other than the undersigned, or the undersigned at an address other than that shown above.

Mail  ¨ check and/or  ¨ certificates to:

Name(s):
	(Please Print)
Address:
	(Include Zip Code)
Daytime Area Code and Telephone Number:
Taxpayer Identification or Social Security No:

(Also complete Substitute Form W-9 below or the appropriate IRS Form W-8, as applicable)

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INSTRUCTIONS

Forming Part of the Terms And Conditions of the Offer

To complete the Letter of Transmittal, you must do the following:

• Fill in the box entitled “Description of Shares Tendered.”

• Sign and date the Letter of Transmittal in the box entitled “Stockholder: Sign Here.”

• Fill in and sign in the box entitled “Substitute Form W-9” (in the case of a stockholder that is a United States person) or provide the appropriate IRS Form W-8 (in the case of a stockholder that is not a United States person).

In completing the Letter of Transmittal, you may (but are not required to) also do the following:

• If you want the payment for any Shares purchased issued in the name of another person, complete the box entitled “Special Payment Instructions.”

• If you want any Certificate for Shares not tendered or Shares not purchased issued in the name of another person, complete the box entitled “Special Payment Instructions.”

• If you want any payment for Shares or Certificates not tendered or purchased delivered to an address other than that appearing under your signature, complete the box entitled “Special Delivery Instructions.”

If you complete the box entitled “Special Payment Instructions” or “Special Delivery Instructions,” you must have your signature guaranteed by an Eligible Institution (as defined in Instruction 1 below) unless the Letter of Transmittal is signed by an Eligible Institution.

1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution” and collectively, “Eligible Institutions”), unless (i) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in the DTC whose name appears on a security position listing as the owner of the Shares) of the Shares tendered by this Letter of Transmittal and such holder(s) has not completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal or (ii) the Shares tendered by this Letter of Transmittal are tendered for the account of an Eligible Institution. If a Certificate is registered in the name of a person other than the person signing this Letter of Transmittal, or if payment is to be made to, or a Certificate for unpurchased Shares is to be issued or returned to, a person other than the registered holder(s), then such tendered Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on such Certificate, with the signatures on such Certificate or stock powers guaranteed by an Eligible Institution as described above. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates. This Letter of Transmittal is to be used if Certificates are to be forwarded with this Letter of Transmittal. If delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the DTC pursuant to the procedures set forth under Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase, stockholders may use an Agent’s Message (as defined below) or this Letter of Transmittal. Certificates representing all physically tendered Shares, or confirmation of a book-entry transfer, if such procedure is available, into the Depositary’s account at the DTC (“Book-Entry Confirmation”) of all Shares delivered by book-entry transfer, together with a properly completed and duly executed Letter of Transmittal (or facsimile of the Letter of Transmittal), or an Agent’s Message in the case of book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth in this Letter of Transmittal prior to the expiration of the Offer. If Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery.

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Stockholders whose Certificates are not immediately available, who cannot deliver their Certificates and all other required documents to the Depositary prior to the expiration of the Offer or who cannot complete the procedure for delivery by book-entry transfer prior to the expiration of the Offer, may tender their Shares pursuant to the guaranteed delivery procedure described under Section 3—“Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary on or prior to the expiration of the Offer; and (iii) the Certificates representing all physically delivered Shares in proper form for transfer by delivery, or Book-Entry Confirmation of all Shares delivered by book-entry transfer, in each case together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and any other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as described under Section 3—“Procedures for Accepting the Offer and Tendering Shares” in the Offer to Purchase.

Delivery of the Notice of Guaranteed Delivery may be made by mail or facsimile transmission to the Depositary. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

The term “Agent’s Message” means a message transmitted by the DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which message states that the DTC has received an express acknowledgment from the participant in the DTC tendering the Shares that are the subject of the Book-Entry Confirmation that the participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Purchaser may enforce that agreement against the participant.

The method of delivery of this Letter of Transmittal, Certificates and all other required documents, including delivery through the DTC, is at the option and sole risk of the tendering stockholder, and the delivery will be considered to be made only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is encouraged and strongly recommended. In all cases, sufficient time should be allowed to ensure timely delivery prior to the expiration of the Offer.

No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal (or facsimile thereof), all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares tendered by this Letter of Transmittal will be determined by the Purchaser, in its sole discretion. The Purchaser reserves the absolute right to reject any or all tenders determined by the Purchaser not to be in proper form or the acceptance of or payment for which may, in the opinion of the Purchaser’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares of any particular stockholder of Sybase, whether or not similar defects or irregularities are waived in the case of other stockholders of Sybase. All questions as to the interpretation of the terms and conditions of the Offer will be determined by the Purchaser, in its sole discretion. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured or waived by the Purchaser. None of SAP AG, SAP America, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Dealer Manager, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

3. Inadequate Space. If the space provided in this Letter of Transmittal under “Description of Shares Tendered” is inadequate, the certificate numbers, the number of Shares represented by such Certificates and the number of Shares tendered should be listed on a separate schedule and attached to this Letter of Transmittal.

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4. Partial Tenders (Not Applicable to Stockholders who Tender by Book-Entry Transfer). If fewer than all the Shares represented by any Certificate delivered to the Depositary with this Letter of Transmittal are to be tendered by this Letter of Transmittal, fill in the number of Shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such cases, a new certificate representing the remainder of the Shares that were represented by the Certificates delivered to the Depositary with this Letter of Transmittal will be sent to each person signing this Letter of Transmittal, unless otherwise provided in the box entitled “Special Delivery Instructions” in this Letter of Transmittal, as promptly as practicable after the expiration, termination or withdrawal of the Offer. All Shares represented by Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered by this Letter of Transmittal, the signature(s) must correspond with the name(s) as written on the face of the Certificates evidencing such Shares without alteration, enlargement or any other change whatsoever.

If any Share tendered by this Letter of Transmittal is owned of record by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Shares tendered by this Letter of Transmittal are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares.

If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered by this Letter of Transmittal, no endorsements of Certificates or separate stock powers are required, unless payment is to be made to, or Certificates for unpurchased Shares are to be issued in the name of, a person other than the registered holder(s), in which case, the Certificate(s) representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on such Certificate(s). Signatures on such Certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered by this Letter of Transmittal, the Certificate(s) representing the Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Certificate(s). Signatures on such Certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of such person’s authority to so act must be submitted.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the Purchaser will pay all stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or Certificate(s) representing Shares not tendered or not purchased are to be issued in the name of, a person other than the registered holder(s), the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased, unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Certificates representing the Shares tendered by this Letter of Transmittal.

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7. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares tendered by this Letter of Transmittal is to be issued, or Certificate(s) representing Shares not tendered or not purchased are to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal or if such check or any such Certificate is to be sent to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled “Description of Shares Tendered” in this Letter of Transmittal, the appropriate boxes in this Letter of Transmittal must be completed.

8. Waiver of Conditions. The conditions of the Offer may be waived, in whole or in part, by the Purchaser or SAP America, at any time and from time to time, in the case of any Shares tendered, except that the Purchaser is not permitted to waive the Minimum Condition (as defined in the Offer to Purchase) without Sybase’s consent. See Section 14—“Conditions of the Offer” of the Offer to Purchase.

9. Lost, Destroyed or Stolen Certificates. If any Certificate(s) have been lost, destroyed or stolen, the stockholder should promptly notify Sybase’s Transfer Agent, American Stock Transfer and Trust Company, at (877) 248-6417 or (718) 921-8317. The stockholder will then be provided with instructions as to the procedures for replacing the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed and completed. The Depositary may charge holders an administrative fee for processing payment with respect to Shares represented by lost certificates.

10. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Information Agent, the Dealer Manager or from brokers, dealers, commercial banks or trust companies. An applicable IRS Form W-8 will be provided by the Depositary upon request.

11. Substitute Form W-9. To avoid backup withholding, each tendering stockholder is required to provide the Depositary with the stockholder’s correct Taxpayer Identification Number (“TIN”), generally the stockholder’s social security or federal employer identification number, on the Substitute Form W-9, which is provided under “Important Tax Information” below, or, alternatively, to establish to the satisfaction of the Depositary an adequate basis for exemption from backup withholding. A tendering stockholder must cross out item (2) in Part II of the Substitute Form W-9 if the stockholder has been notified by the Internal Revenue Service (the “IRS”) that such stockholder is subject to backup withholding. In addition to potential penalties, failure to provide the correct information on the Substitute Form W-9 may subject the tendering stockholder to 28% federal income tax backup withholding on the payment of the purchase price made to such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should write “Applied For” in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If “Applied For” is written in Part I and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 28% from any payments of the purchase price to such stockholder. A tendering stockholder that is not a United States person may qualify as an exempt recipient by submitting to the Depositary a properly completed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (which the Depositary will provide upon request) signed under penalties of perjury, attesting to that stockholder’s exempt status. Such stockholder should consult a tax advisor to determine which form is appropriate.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR

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SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION OF THE OFFER, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

IMPORTANT TAX INFORMATION

A stockholder whose tendered Shares are accepted for payment and who is a United States person (as defined for United States federal income tax purposes) is required to provide the Depositary with such stockholder’s correct TIN on the Substitute Form W-9 below or otherwise establish to the satisfaction of the Depositary an adequate basis for exemption from backup withholding. If such stockholder is an individual, the TIN is such stockholder’s social security number. If the Depositary is not provided with the correct TIN or an adequate basis for exemption, payments made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding of 28% and the stockholder may be subject to a penalty imposed by the IRS.

Certain stockholders (including, among others, corporations and certain foreign individuals and entities) are not subject to these backup withholding requirements. Exempt stockholders should indicate their exempt status on the Substitute Form W-9. A foreign person may qualify as an exempt recipient by submitting to the Depositary a properly completed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of a Substitute Form W-9), signed under penalties of perjury, attesting to such stockholder’s exempt status. Stockholders are urged to consult their own tax advisors to determine whether they are exempt from or otherwise not subject to backup withholding.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS 28% of the purchase price paid to the stockholder or other payee. Backup withholding is not an additional federal income tax. Any amounts withheld under the backup withholding rules from payments made to a stockholder of Sybase may be refunded or credited against such stockholder’s United States federal income tax liability, if any, provided that the required information is timely furnished to the IRS. If the required information is furnished to the IRS in a timely manner, the federal income tax liability of persons subject to backup withholding may be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

Purpose of Substitute Form W-9

To prevent backup withholding on any payments that are made to a stockholder that is a U.S. person with respect to Shares purchased pursuant to the Offer, the stockholder is required to provide the Depositary with (i) the stockholder’s correct TIN by completing the Substitute Form W-9 below, certifying under penalties of perjury (a) that the TIN provided on the Substitute Form W-9 is correct, (b) that such stockholder is not subject to backup withholding because (A) the stockholder is exempt from backup withholding, (B) the stockholder has not been notified by the IRS that the stockholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the IRS has notified the stockholder that the stockholder is no longer subject to backup withholding, and (c) that such stockholder is a United States person (including a United States resident alien), or (ii) if applicable, an adequate basis for exemption.

What Number to Give the Depositary

The stockholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record holder of the Shares tendered by this Letter of Transmittal. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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The Substitute Form W-9 BELOW must be completed and signed by a stockholder that is a U.S. person (as defined below). PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING.

Name:
Please check the appropriate box indicating your status: ¨ Individual/Sole proprietor ¨ Corporation ¨ Partnership ¨ Limited liability company (enter the classification D= disregarded entity, C=corporation, P=partnership     ) ¨ Other ¨ Exempt from backup withholding
Address (number, street, and apt. or suite no.)
City, State, and ZIP code
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I TIN—PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer Identification Number” below and see “IMPORTANT TAX INFORMATION.”	Social Security Number or Employer Identification Number
	Part II—Certification—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. citizen or other U.S. person (defined below).
Payer’s Request for TIN and Certification	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign Here Signature of U.S. person Date                                  , 2010

Definition of a U.S. Person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in IRS Regulation 301.7701-7).

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE “IMPORTANT TAX INFORMATION.”

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COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”

INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign Here Signature of U.S. person Date                                  , 2010

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You may direct questions and requests for assistance to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. You may obtain additional copies of the Offer to Purchase, this Letter of Transmittal and other tender offer materials from the Information Agent, and they will be furnished promptly at our expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: tenderoffer@mackenziepartners.com

The Dealer Manager for the Offer is:

Barclays Capital Inc.

745 Seventh Avenue, 3rd Floor

New York, New York 10019

Attention: Equity Corporate Services

Call Toll-Free (888) 610-5877

EX-99.(A)(1)(C)

EXHIBIT 99(a)(1)(C)

Notice of Guaranteed Delivery

For Tender of Shares of Common Stock

including the Associated Preferred Share Purchase Rights

of

Sybase, Inc.

at

$65.00 Per Share

Pursuant to the Offer to Purchase Dated May 26, 2010

by

Sheffield Acquisition Corp.

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

(Not to be used for Signature Guarantees)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 P.M., NEW YORK CITY

TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially equivalent to this Notice of Guaranteed Delivery, must be used to accept the Offer (as defined below) if certificates representing tendered Shares (as defined below) are not immediately available or the certificates representing tendered Shares and all other required documents cannot be delivered to American Stock Transfer and Trust Company (the “Depositary”) prior to the expiration of the Offer or if the procedure for delivery by book-entry transfer cannot be completed prior to the expiration of the Offer. This instrument may be delivered or transmitted by facsimile transmission or mailed to the Depositary. See Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase (as defined below).

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Hand or Courier:
American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042	(718) 234 - 5001	American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

For assistance call (877) 248 - 6417 or (718) 921 - 8317

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.

THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.

Ladies and Gentlemen:

The undersigned hereby tender(s) to Sheffield Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 26, 2010 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related letter of transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation (“Sybase”), and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase, indicated below pursuant to the guaranteed delivery procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.

Name(s) of Record Holder(s)	Number of Shares
	Certificate Nos. (if available)
Address(es)
Zip Code	Indicate account number at Book-Entry Transfer Facility if Shares will be tendered by book-entry transfer:
(Area Code) Telephone No.	Account Number
X	Dated:                                 , 2010
X	Dated:                                 , 2010
Signatures(s) of Record Holder(s)

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GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”), hereby guarantees the delivery to the Depositary, at one of its addresses set forth above, of the certificates evidencing all Shares tendered by this Notice of Guaranteed Delivery in proper form for transfer, or confirmation of the book-entry transfer of Shares into the Depositary’s account at The Depository Trust Company, in either case, together with delivery of a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal) with any required signature guarantee, or an Agent’s Message (as defined in the Letter of Transmittal), and any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing tendered Shares to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such Eligible Institution.

	X
Names of Firm	Authorized Signature
Address(es)	Name (Please Print)
Zip Code	Title
(Area Code) Telephone No.	Dated:                                 , 2010

NOTE: DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.(A)(1)(D)

EXHIBIT 99(a)(1)(D)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

including the Associated Preferred Share Purchase Rights

of

Sybase, Inc.

at

$65.00 Per Share

by

Sheffield Acquisition Corp.

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 P.M., NEW YORK CITY

TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS EXTENDED.

May 26, 2010

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We have been appointed by Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”) and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”), to act as Information Agent in connection with the Purchaser’s offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock (the “Company Rights”) issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation (“Sybase”), and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase, at a price of $65.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated May 26, 2010 (as it may be amended or supplemented, the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”) enclosed herewith. Holders of Shares whose certificates representing such Shares (“Certificates”) are not immediately available or who cannot deliver their Certificates and all other required documents to the Depositary (as defined below) prior to the expiration of the Offer, or who cannot complete the procedure for book-entry transfer prior to the expiration of the Offer, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.

Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee.

Enclosed herewith for your information and forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee are copies of the following documents:

1. The Offer to Purchase, dated May 26, 2010.

2. The Letter of Transmittal to tender Shares for your use and for the information of your clients. Properly completed and duly executed facsimile copies of the Letter of Transmittal may be used to tender Shares.

3. The Notice of Guaranteed Delivery for Shares to be used to accept the Offer if Certificates are not immediately available or if such Certificates and all other required documents cannot be delivered to American Stock Transfer and Trust Company (the “Depositary”) prior to the expiration of the Offer or if the procedure for book-entry transfer cannot be completed by the expiration of the Offer.

4. The letter to stockholders of Sybase from John S. Chen, Chairman of the Board, Chief Executive Officer and President of Sybase, accompanied by Sybase’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission.

5. A printed form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 9:00 P.M., NEW YORK CITY TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS EXTENDED.

There is no financing condition to the Offer. The Offer is conditioned upon, among other things, (1) the satisfaction of the Minimum Condition (as described below), (2) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the European Commission pursuant to the Council Regulation (EC) No. 139/2004 of 20 January 2004 of the Council of the European Union, and (3) since May 12, 2010, no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred. The term “Minimum Condition” is defined in the Offer to Purchase and generally requires that the number of Shares validly tendered and not properly withdrawn prior to the expiration of the Offer, considered together with the Shares, if any, directly or indirectly owned by SAP America or the Purchaser or with respect to which SAP America or the Purchaser otherwise has direct or indirect voting power, represents (i) at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and (ii) no less than a majority of the voting power of the shares of capital stock of Sybase then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of the Merger Agreement on the date Shares are accepted for payment. For purposes of determining whether the Minimum Condition has been satisfied, the term “Fully Diluted Basis” means, as of any date, the number of Shares outstanding, plus the number of shares of Sybase Common Stock underlying outstanding stock options, rights or other obligations under Sybase’s employee benefit plans, and warrants, options or other securities convertible or exchangeable into or exercisable for Shares or shares of Sybase Common Stock (but excluding for this purpose (a) stock options and stock appreciation rights to be canceled in accordance with the Merger Agreement as of the time the Purchaser accepts for payment Shares tendered pursuant to the Offer and (b) shares of Sybase Common Stock issuable upon conversion of Sybase’s 3.5% Convertible Senior Notes due 2029; and provided that, unless exercisable, shares of Sybase Common Stock issuable with respect to the Company Rights shall be excluded from such number). The Offer is also subject to other conditions set forth in the Offer to Purchase. See Section 14—“Conditions of the Offer” of the Offer to Purchase.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 12, 2010 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among SAP America, the Purchaser and Sybase. The Merger Agreement provides, among other things, that following completion of the Offer and subject to certain conditions, the Purchaser will merge with and into Sybase (the “Merger”), with Sybase continuing as the surviving corporation and a wholly-owned subsidiary of SAP America.

The Sybase board of directors has unanimously (i) determined that transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Sybase and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated

2

thereby, including the Offer and the Merger, and (iii) recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent stockholder approval is required under applicable law, adopt the Merger Agreement.

In all cases, the Purchaser will pay for Shares purchased pursuant to the Offer only after timely receipt by the Depositary of: (i) Certificates representing such Shares or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company pursuant to the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase; (ii) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in Section 2—“Acceptance for Payment and Payment for Shares” of the Offer to Purchase) in connection with a book-entry transfer; and (iii) any other documents required by the Letter of Transmittal.

Holders of Shares whose Certificates are not immediately available or who cannot deliver their Certificates and all other required documents to the Depositary prior to the expiration of the Offer, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase. The Purchaser will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or other nominee (other than to the Depositary, the Information Agent and Barclays Capital Inc. (the “Dealer Manager”)) (as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will reimburse you, upon request, for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Purchaser will pay or cause to be paid any stock transfer taxes payable on the transfer of Shares to it, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be addressed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Additional copies of the enclosed materials may be obtained from the Information Agent or the Dealer Manager.

Very truly yours,

MacKenzie Partners, Inc.

Nothing contained herein or in the enclosed documents shall make you or any other person, the agent of the Purchaser, SAP America, SAP AG, the Depositary, the Dealer Manager or the Information Agent, or any affiliate of any of them, or authorize you or any other person to make any statement or use any document on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

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EX-99.(A)(1)(E)

EXHIBIT 99(a)(1)(E)

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

including the Associated Preferred Share Purchase Rights

of

Sybase, Inc.

at

$65.00 Per Share

by

Sheffield Acquisition Corp.

a wholly-owned subsidiary of

SAP America, Inc.

a wholly-owned subsidiary of

SAP AG

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 P.M., NEW YORK CITY

TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS EXTENDED.

May 26, 2010

To Our Clients:

Enclosed for your consideration is an offer to purchase, dated May 26, 2010 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), relating to an offer by Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”) and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock (the “Company Rights”) issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation (“Sybase”), and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase, at a price of $65.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal enclosed herewith. Holders of Shares whose certificates representing such Shares (“Certificates”) are not immediately available or who cannot deliver their Certificates and all other required documents to the Depositary (as defined in the Offer to Purchase) prior to the expiration of the Offer, or who cannot complete the procedure for book-entry transfer prior to the expiration of the Offer, must tender their Shares according to the guaranteed delivery procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.

We are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish to have us tender on your behalf any or all of such Shares held by us for your account, pursuant to the terms and subject to the conditions set forth in the Offer to Purchase.

Your attention is directed to the following:

1. The Offer price is $65.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes.

2. The Offer is made for all issued and outstanding Shares.

3. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 12, 2010 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among SAP America, the Purchaser and Sybase. The Merger Agreement provides, among other things, for the making of the Offer by the Purchaser, and further provides that, following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware, the Purchaser will be merged with and into Sybase (the “Merger”), with Sybase continuing as the surviving corporation and a wholly-owned subsidiary of SAP America.

4. The Sybase board of directors has unanimously (i) determined that transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Sybase and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (iii) recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent stockholder approval is required under applicable law, adopt the Merger Agreement and approve the Merger.

5. The Offer and withdrawal rights will expire at 9:00 p.m., New York City time, on Thursday, July 1, 2010, unless the Offer is extended.

6. Tendering stockholders will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares pursuant to the Offer.

7. There is no financing condition to the Offer. The Offer is conditioned upon, among other things, (1) the satisfaction of the Minimum Condition (as described below), (2) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the European Commission pursuant to the Council Regulation (EC) No. 139/2004 of 20 January 2004 of the Council of the European Union, and (3) since May 12, 2010, no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred. The term “Minimum Condition” is defined in the Offer to Purchase and generally requires that the number of Shares validly tendered and not properly withdrawn prior to the expiration of the Offer, considered together with the Shares, if any, directly or indirectly owned by SAP America or the Purchaser or with respect to which SAP America or the Purchaser otherwise has direct or indirect voting power, represents (i) at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and (ii) no less than a majority of the voting power of the shares of capital stock of Sybase then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of the Merger Agreement on the date Shares are accepted for payment. For purposes of determining whether the Minimum Condition has been satisfied, the term “Fully Diluted Basis” means, as of any date, the number of Shares outstanding, plus the number of shares of Sybase Common Stock underlying outstanding stock options, rights or other obligations under Sybase’s employee benefit plans, and warrants, options or other securities convertible or exchangeable into or exercisable for Shares or shares of Sybase Common Stock (but excluding for this purpose (a) stock options and stock appreciation rights to be canceled in accordance with the Merger Agreement as of the time the Purchaser accepts for payment Shares tendered pursuant to the Offer and (b) shares of Sybase Common Stock issuable upon conversion of Sybase’s 3.5% Convertible Senior Notes due 2029; and provided that, unless exercisable, shares of Sybase Common Stock issuable with respect to the Company Rights shall be excluded from such number). The Offer is also subject to other conditions set forth in the Offer to Purchase. See Section 14—“Conditions of the Offer” of the Offer to Purchase.

2

The Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal and any amendments or supplements thereto. The Purchaser is not aware of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer, the Purchaser will make a good faith effort to comply with that state statute. If, after a good faith effort, the Purchaser cannot comply with the state statute, the Offer will not be made to, nor will the Purchaser accept tenders from or on behalf of, Sybase stockholders in that state. Except as set forth above, the Offer is being made to all holders of Shares. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by Barclays Capital Inc., the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

If you wish to have us tender any or all of the Shares held by us for your account, please instruct us by completing, executing and returning to us the instruction form contained in this letter. If you authorize a tender of your Shares, all such Shares will be tendered unless otherwise specified in such instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

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Instructions with Respect to the

Offer to Purchase for Cash

All Outstanding Shares of Common Stock

and the Associated Preferred Share Purchase Rights

of

Sybase, Inc.

by

Sheffield Acquisition Corp.

a wholly-owned subsidiary

of

SAP America, Inc.

an indirectly wholly-owned subsidiary

of

SAP AG

at

$65.00 Per Share

The undersigned acknowledge(s) receipt of your letter enclosing the offer to purchase, dated May 26, 2010 (as it may be amended or supplemented, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented, the “Letter of Transmittal”), pursuant to an offer by Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”) and an indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation (“Sybase”), and American Stock Transfer and Trust Company (together with the Sybase Common Stock, the “Shares”), of Sybase, at a price of $65.00 per Share, net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

This will instruct you to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal furnished to the undersigned.

Account Number:

Number of Shares to be Tendered*:

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Dated:                              , 2010                                                                                                                                           

SIGN HERE

Signature(s)

Print Name(s)

Address(es)

(Area Code) Telephone No.

Tax Identification or Social Security Number(s)

* Unless otherwise indicated, it will be assumed that all of your Shares held by us for your account are to be tendered.

EX-99.(A)(1)(F)

EXHIBIT 99(a)(1)(F)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. The taxpayer identification number for an individual is the individual’s Social Security number. Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity is the entity’s Employer Identification number. Employer Identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give the SOCIAL SECURITY number of—
1.      An individual’s account	The individual
2.      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.     a.  The usual revocable savings trust (grantor is also trustee)         b.  So-called trust account that is not a legal or valid trust under State law	The grantor-trustee(1) The actual owner(1)
5.      Sole proprietorship or single-owner LLC owned by an individual	The owner(3)
For this type of account:	Give the EMPLOYER IDENTIFICATION number of—
6.      Single-owner LLC account not owned by an individual	The owner
7.      A valid trust, estate or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
8.      Corporate account or LLC electing corporate status on form 8832 account	The corporation
9.      Association, club, religious, charitable, educational or other tax-exempt organization account	The organization
10.    Partnership or multiple-member LLC	The partnership
11.    A broker or registered nominee	The broker or nominee
12.    Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s Social Security number.

(3) You must show the name of the individual. The name of the business or the “doing business as” name may also be entered. Either the Social Security number or the Employer Identification number may be used.

(4) List first and circle the name of the legal trust, estate or pension trust.

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Section References Are To The Internal Revenue Code.

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part 1, sign and date the Form, and give it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

For certain payees, exemptions from backup withholding apply and no information reporting is required. For interest, all payees listed below are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt.

(1) A corporation.

(2) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under 403(b)(7), if the account satisfies the requirements of section 401(f)(2).

(3) The United States or any of its agencies or instrumentalities.

(4) A State, the District of Columbia, a possession of the United States, or any of its political subdivisions or instrumentalities.

(5) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6) An international organization or any of its agencies or instrumentalities.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

(15) A trust exempt from tax under section 664 or described in section 4947.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under those sections.

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Exempt payees described above should provide a Substitute Form W-9 to avoid possible erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER. WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice

Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws and to combat terrorism.

You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold (currently at a rate of 28%) on taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with respect to Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

3

EX-99.(A)(5)(B)

EXHIBIT 99(a)(5)(B)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated May 26, 2010, and the related Letter of Transmittal, and any amendments or supplements thereto. The Purchaser (as defined below) is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer, the Purchaser will make a good faith effort to comply with such statute. If, after such good faith effort, the Purchaser cannot comply with such state statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Shares in such state. Except as set forth above, the Offer is being made to all holders of Shares. In any jurisdiction where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by Barclays Capital Inc., the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Notice of Offer to Purchase for Cash

All Outstanding Shares Of Common Stock

including the Associated Preferred Share Purchase Rights

of

Sybase, Inc.

at

$65.00 Per Share

by

Sheffield Acquisition Corp.

a wholly-owned subsidiary of

SAP America, Inc.

an indirectly wholly-owned subsidiary of

SAP AG

Sheffield Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of SAP America, Inc., a Delaware corporation (“SAP America”) and indirectly wholly-owned subsidiary of SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP AG”), is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Sybase Common Stock”), including the associated rights (the “Company Rights”) to purchase shares of Series A Participating Preferred Stock (together with the Sybase Common Stock, the “Shares”), of Sybase, Inc., a Delaware corporation (“Sybase”), at a price of $65.00 per Share (the “Offer Price”), net to the holder thereof in cash, without interest and less any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 26, 2010 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”). Tendering stockholders who have Shares registered in their names and who tender directly to American Stock Transfer and Trust Company, which is acting as the depositary in connection with the Offer (the “Depositary”), will not be charged brokerage fees or commissions or, except as provided in the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult with such institution as to whether it charges any such fees or commissions.

SAP AG, SAP America or the Purchaser will pay all charges and expenses of the Depositary, Barclays Capital Inc., which is acting as Dealer Manager for the Offer (the “Dealer Manager”), and MacKenzie Partners, Inc., which is acting as Information Agent for the Offer (the “Information Agent”), incurred in connection with the Offer. The Purchaser is offering to purchase all the Shares as a first step in acquiring the entire equity interest in Sybase. Following completion of the Offer, the Purchaser intends to effect the Merger (as defined below).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 9:00 P.M., NEW YORK CITY

TIME, ON THURSDAY, JULY 1, 2010, UNLESS THE OFFER IS EXTENDED.

There is no financing condition to the Offer. The Offer is conditioned upon, among other things, (1) the satisfaction of the Minimum Condition (as described below), (2) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the European Commission pursuant to the Council Regulation (EC) No. 139/2004 of 20 January 2004 of the Council of the European Union, and (3) since May 12, 2010, no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred. The term “Minimum Condition” is defined in the Offer to Purchase and generally requires that the number of Shares validly tendered and not properly withdrawn prior to the expiration of the Offer, considered together with the Shares, if any, directly or indirectly owned by SAP America or the Purchaser or with respect to which SAP America or the Purchaser otherwise has direct or indirect voting power, represents (i) at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and (ii) no less than a majority of the voting power of the shares of capital stock of Sybase then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of the Merger Agreement on the date Shares are accepted for payment. For purposes of determining whether the Minimum Condition has been satisfied, the term “Fully Diluted Basis” means, as of any date, the number of Shares outstanding, plus the number of shares of Sybase Common Stock underlying outstanding stock options, rights or other obligations under Sybase’s employee benefit plans, and warrants, options or other securities convertible or exchangeable into or exercisable for Shares or shares of Sybase Common Stock (but excluding for this purpose (a) stock options and stock appreciation rights to be canceled in accordance with the Merger Agreement as of the time the Purchaser accepts for payment Shares tendered pursuant to the Offer and (b) shares of Sybase Common Stock issuable upon conversion of Sybase’s 3.5% Convertible Senior Notes due 2029; and provided that, unless exercisable, shares of Sybase Common Stock issuable with respect to the Company Rights shall be excluded from such number). The Offer is also subject to other conditions set forth in the Offer to Purchase. See Section 14—“Conditions of the Offer” of the Offer to Purchase.

The purpose of the Offer is to acquire control of, and the entire equity interest in, Sybase. No appraisal rights are available to holders of Shares in connection with the Offer.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 12, 2010 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among SAP America, the Purchaser and Sybase. The Merger Agreement provides, among other things, that, following the completion of the Offer, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the Delaware General Corporation Law, the Purchaser will merge with and into Sybase (the “Merger”), with Sybase continuing as the surviving corporation and a wholly-owned subsidiary of SAP America. Pursuant to the Merger Agreement, at the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares that are held by Sybase, SAP America or any of their wholly owned subsidiaries or Shares held by stockholders who properly exercise appraisal rights) will, by virtue of the Merger and without any action on the part of SAP AG, SAP America, the Purchaser, Sybase or the holders of the Shares, be converted into the right to receive $65.00, net to the holder thereof in cash, or any higher price paid per Share in the Offer, without interest and less any required withholding of taxes. SAP AG has agreed to absolutely, irrevocably and unconditionally guarantee the obligations of SAP America and the Purchaser under the Merger Agreement. The Merger Agreement is more fully described in Section 11(b)—“The Merger Agreement” of the Offer to Purchase.

The board of directors of Sybase (the “Sybase Board”) has unanimously (i) determined that transactions contemplated by the Merger Agreement, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Sybase and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (iii) recommended that the stockholders of Sybase accept the Offer, tender their Shares to the Purchaser in the Offer and, to the extent stockholder approval is required under applicable law, adopt the Merger Agreement (the “Sybase Board Recommendation”).

Pursuant to the terms of the Merger Agreement, Sybase has granted to Purchaser an option (the “Top-Up Option”), exercisable in whole but not in part, to purchase, at a price per Share equal to the Offer Price, an aggregate number of Shares equal to the lowest number of Shares that, when added to the number of Shares

2

acquired by Purchaser pursuant to the Offer, will constitute one Share more than 90% of the outstanding Shares (determined on a Fully Diluted Basis); provided, that the Top-Up Option is not exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed Sybase’s then authorized and unissued Shares (including as authorized and unissued Shares any treasury Shares) and (ii) if immediately after exercise and the issuance of Shares pursuant to the Top-Up Option, Purchaser would not hold of record at least 90% of the outstanding Shares (assuming the issuance of the Shares in respect of the Top-Up Option). Purchaser may exercise the Top-Up Option at any time after Purchaser has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn. The Top-Up Option is intended to expedite the timing of the completion of the Merger by permitting the Purchaser to effect a merger pursuant to applicable Delaware law at a time when the approval of the Merger at a meeting of the stockholders of Sybase would otherwise be assured because of the Purchaser’s ownership of a majority of the Shares following completion of Offer.

Upon the terms and subject to the conditions of the Merger Agreement, in the event that SAP America and the Purchaser acquire, in the aggregate, at least 90% of the then-outstanding Shares pursuant to the Offer, the parties have agreed to take all reasonably necessary and appropriate action to cause the Merger to become effective as promptly as practicable without a meeting of the stockholders of Sybase in accordance with Section 253 of the Delaware General Corporation Law.

For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price with the Depositary, which will act as agent for tendering stockholders of Sybase for the purpose of receiving payments from the Purchaser and transmitting such payments, less any required withholding taxes, to stockholders of Sybase whose Shares have been accepted for payment. Under no circumstances will interest on the Offer Price be paid by the Purchaser, regardless of any extension of the Offer or any delay in making such payment.

In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates representing such Shares, or timely confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company pursuant to the procedures set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase, (ii) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined in Section 2—“Acceptance for Payment and Payment for Shares” of the Offer to Purchase) in connection with book-entry transfer, and (iii) any other documents required by the Letter of Transmittal.

The Merger Agreement provides that the Purchaser will extend the Offer for successive periods of ten business days each if, at the then-scheduled expiration time of the Offer, any of the conditions to the Offer (which are described in Section 14—“Conditions of the Offer” of the Offer to Purchase) have not been satisfied or, to the extent permitted, waived by SAP America or the Purchaser. The Merger Agreement also provides that the Purchaser will extend the expiration time of the Offer for any period or periods required by any rule, regulation, interpretation or position of the Securities and Exchange Commission or its staff applicable to the Offer.

If, at the expiration of the Offer, all of the conditions to the Offer have been satisfied or waived, the Purchaser will accept for payment and promptly pay for Shares tendered and not properly withdrawn in the Offer. Following the Purchaser’s acceptance and payment for Shares tendered in the Offer, the Purchaser may, in order to enable it to acquire 90% of the Shares then outstanding, provide for a subsequent offering period (and one or more extensions thereof) of three to 20 business days as provided in Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during which stockholders of Sybase may tender, but not withdraw, their shares and receive the Offer Price. The Purchaser is not required to provide for a subsequent offering period.

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Shares tendered pursuant to the Offer may be withdrawn at any time prior to the expiration of the Offer (including any extension of such time). Thereafter, tenders of Shares are irrevocable. If not accepted for payment as provided in the Offer to Purchase prior to July 24, 2010, Shares may also be withdrawn at any time after July 24, 2010.

For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses or fax numbers set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If certificates for the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of the certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 —“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at the Depository Trust Company to be credited with the withdrawn Shares. All questions as to form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion. None of SAP AG, SAP America, the Purchaser or any of their respective affiliates or assigns, the Depositary, the Dealer Manager, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be considered not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the expiration of the Offer or during a subsequent offering period by following one of the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.

The information required to be disclosed by Rule 14d-6(d)(1) under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

Sybase has provided the Purchaser with Sybase’s stockholder list and security position listing for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the related Letter of Transmittal and, if required, other relevant materials will be mailed by the Purchaser to record holders of Shares and furnished to brokers, dealers, commercial banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

The receipt of cash for Shares in the Offer or the Merger will be a taxable transaction for United States federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign tax laws. Shareholders should consult with their tax advisors as to the particular tax consequences of the Offer and the Merger to them, including the applicability and effect of the alternative minimum tax and any state, local or foreign income and other tax laws and of changes in such tax laws. For a more complete description of material United States federal income tax consequences of the Offer and the Merger, see Section 5—“Material United States Federal Income Tax Consequences” of the Offer to Purchase.

4

The Offer to Purchase and the related Letter of Transmittal contain important information which should be read carefully before any decision is made with respect to the Offer.

Any questions and requests for assistance may be directed to the Information Agent or the Dealer Manager as set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and all other tender offer materials may be directed to the Information Agent, and copies will be furnished promptly at SAP America’s expense. SAP AG, SAP America and the Purchaser will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or other nominee (other than the Dealer Manager and the Information Agent) for soliciting tenders of Shares pursuant to the Offer.

The Dealer Manager for the Offer is:	The Information Agent for the Offer is:
Barclays Capital Inc. 745 Seventh Avenue, 3rd Floor New York, New York 10019 Attention: Equity Corporate Services Call Toll-Free (888) 610-5877	105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885 Email: tenderoffer@mackenziepartners.com

May 26, 2010

5

EX-99.(A)(5)(C)

Exhibit 99(a)(5)(C)

For Immediate Release

May 26, 2010

SAP Commences Tender Offer for All Outstanding Shares of Sybase, Inc.

WALLDORF, Germany — May 26, 2010 — SAP today announced that its indirectly wholly-owned subsidiary, Sheffield Acquisition Corp., has commenced its cash tender offer for all outstanding shares of common stock of Sybase, Inc. at a price of $65.00 per share. The tender offer is being made pursuant to an Offer to Purchase, dated May 26, 2010, and in connection with the Agreement and Plan of Merger, dated May 12, 2010, by and among SAP America, Inc., Sheffield Acquisition Corp., and Sybase, which SAP and Sybase announced on May 12, 2010.

The board of directors of Sybase has unanimously determined that the offer and the other transactions contemplated by the merger agreement are fair to and in the best interests of Sybase’s stockholders. The Sybase board also approved the merger agreement, declared the merger agreement advisable and recommended that holders of shares of Sybase common stock tender their shares in the offer and adopt the merger agreement, if adoption by Sybase’s stockholders is required by applicable law.

The tender offer is scheduled to expire at 9:00 p.m., Eastern Time, on Thursday, July 1, 2010, unless the tender offer is extended.

There is no financing condition to the tender offer. The consummation of the tender offer is conditioned on the tender of a majority of the outstanding shares of Sybase’s common stock on a fully diluted basis, as well as receipt of antitrust clearance, and other conditions that are specified in the offer documents. Following completion of the tender offer and, if required, receipt of stockholder approval, SAP expects to consummate a merger in which remaining Sybase stockholders will receive the same cash price per share as paid in the tender offer. Following the merger, Sybase will become an indirectly wholly-owned subsidiary of SAP.

About SAP

SAP is the world’s leading provider of business software (*), offering applications and services that enable companies of all sizes and in more than 25 industries to become best-run businesses. With more than 97,000 customers in over 120 countries, the company is listed on several exchanges, including the Frankfurt stock exchange and NYSE, under the symbol “SAP.” For more information, visit www.sap.com.

PRESS RELEASE SAP Commences Tender Offer for All Outstanding Shares of Sybase, Inc. Page 2

Additional Information and Where to Find It

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents), which will be filed by SAP, SAP America, Inc. and Sheffield Acquisition Corp. with the U.S. Securities and Exchange Commission (the “SEC”) on May 26, 2010. In addition, on May 26, 2010, Sybase will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC related to the tender offer. Stockholders of Sybase are strongly advised to read the tender offer statement and the related solicitation/recommendation statement that will be filed by Sybase with the SEC, because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all stockholders of Sybase at no expense to them. These documents will be available at no charge on the SEC’s web site at http://www.sec.gov. The tender offer statement and related materials may be obtained for free by directing a request by mail to the information agent for the tender offer, Mackenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 or by calling toll-free (800) 322-2885.

Follow SAP on Twitter at @SAPnews.

For more information, press only:

Christoph Liedtke, SAP, +49 (6227) 7-50383, christoph.liedtke@sap.com, CET

Jim Dever, SAP, +1 610 661-2161, james.dever@sap.com,

Mark Wilson, Sybase, +1 (925) 234-4891, mark.wilson@sybase.com, PST

Follow SAP on Twitter at @SAPinvestor.

For more information, financial community only:

Stefan Gruber, SAP, +49 (6227) 7-44872, investor@sap.com, CET

Martin Cohen, SAP, +1 (212) 653-9619, investor@sap.com, EST

Forward-Looking Statements

This release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close the transaction and the expected closing date of the transaction. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, the outcome of regulatory reviews of the proposed transaction and the ability of the parties to complete the transaction. Sybase is not obligated to update these forward-looking statements to reflect events or circumstances after the date of this document.

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. Statements regarding the expected date of closing of the tender offer are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the tender offer and the satisfaction of closing conditions, including the receipt of regulatory approvals. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

(*) SAP defines business software as comprising enterprise resource planning, business intelligence, and related applications.

Copyright ^© 2010 SAP AG. All rights reserved.

EX-99.(B)(1)

Exhibit 99(b)(1)

EUR 2,750,000,000

CREDIT FACILITY AGREEMENT

dated 21 May 2010

SAP AG

as Borrower

BARCLAYS CAPITAL

DEUTSCHE BANK AG

as Mandated Lead Arrangers

DEUTSCHE BANK LUXEMBOURG S.A.

as Agent

and

Others

SYNDICATED DUAL-CURRENCY

TERM LOAN FACILITY AGREEMENT

CONTENTS

CLAUSE		PAGE
1.	Definitions and Interpretation	1
2.	The Facility	19
3.	Purpose	22
4.	Conditions of Utilisation	23
5.	Utilisation	28
6.	Optional Currency	29
7.	Repayment	32
8.	Prepayment and Cancellation	32
9.	Interest	38
10.	Interest Periods	39
11.	Changes to the Calculation of Interest	40
12.	Fees	41
13.	Tax Gross up and Indemnities	43
14.	Increased Costs	48
15.	Other Indemnities	49
16.	Mitigation by the Lenders	51
17.	Costs and Expenses	52
18.	Representations	53
19.	Information Undertakings	57
20.	General Undertakings	64
21.	Events of Default	68
22.	Changes to the Lenders	73

I

23.	Changes to the Borrower	80
24.	Role of the Agent and the Mandated Lead Arrangers	81
25.	Conduct of Business by the Finance Parties	88
26.	Sharing Among the Finance Parties	88
27.	Payment Mechanics	91
28.	Set-off	94
29.	Notices	94
30.	Calculations and Certificates	96
31.	Partial Invalidity	96
32.	Remedies and Waivers	97
33.	Amendments and Waivers	97
34.	Confidentiality	100
35.	Governing Law	106
36.	Jurisdiction	106
37.	Conclusion of this Agreement (Vertragsschluss)	106
SCHEDULE 1 The Original Lenders		107
SCHEDULE 2 Conditions Precedent		108
SCHEDULE 3 Requests		110
SCHEDULE 4 Mandatory Cost Formulae		113
SCHEDULE 5 Forms of Transfer and Assignment Certificates		116
SCHEDULE 6 Existing Security		122
SCHEDULE 7 Confidentiality Undertaking		123
SCHEDULE 8 Timetables		128
SCHEDULE 9 Reservations		130
SCHEDULE 10 Form of Increase Confirmation		133

II

SCHEDULE 11 Form of Receipt Notice	136
SCHEDULE 12 Permitted Transferees	137
SIGNATURES	139

III

THIS AGREEMENT is dated 21 May 2010 and made between:

(1) SAP AG (the “Borrower”);

(2) BARCLAYS CAPITAL and DEUTSCHE BANK AG (the “Mandated Lead Arrangers”);

(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”); and

(4) DEUTSCHE BANK LUXEMBOURG S.A. as agent of the other Finance Parties (the “Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Acquisition” means the indirect acquisition by the Borrower through BidCo, in one or more steps, of 100 per cent. of the Target Shares pursuant to the Acquisition Agreement effected through:

(a) the Offer;

(b) an exercise (if any) by BidCo of the Top-up Option; and

(c) following consummation of the Offer, the Merger.

“Acquisition Agreement” means the Agreement and Plan of Merger dated as of 12 May 2010 among SAP America, Inc., BidCo, the Borrower and the Target in respect of the Acquisition, together with any other related agreement or side letter (if any) entered into by any member of the Group (other than a member of the Target Group) in relation thereto.

“Acquisition Utilisation” means any Utilisation made or to be made for any of the purposes referred to in paragraph (a)(i) of Clause 3.1 (Purpose) including (other than for purposes of determining a Specified Time) the refinancing from borrowings under the Facility of the financing of any such purposes from sources other than the Facility.

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“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the European foreign exchange market at or about 12:00 noon on a particular day.

“Assignment Certificate” means a certificate substantially in the form set out in Part II (Form of Assignment Certificate) of Schedule 5 (Forms of Transfer and Assignment Certificates) or in any other form agreed between the Agent and the Borrower.

“Assignment Date” means, in relation to an assignment pursuant to Clause 22.2(d) (Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)), the later of:

(a) the proposed Assignment Date specified in the Assignment Certificate; and

(b) the date on which the Agent accepts the Assignment Certificate.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the earlier of:

(a) the effective date of termination, if any, of the Acquisition Agreement prior to the date the Acquisition is consummated; and

(b) 31 December 2010.

“Available Commitment” means a Lender’s Commitment minus:

(a) the Base Currency Amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

2

“Available Net Proceeds” means, in relation to any Relevant Event, such part of the Net Proceeds as the Borrower has effectively received.

“Base Currency” means Euro.

“Base Currency Amount” means, in relation to a Loan, the amount specified in the Utilisation Request for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) adjusted to reflect any repayment (other than a repayment arising from a change of currency), prepayment, consolidation or division of the Loan.

“BidCo” means Sheffield Acquisition Corp., a corporation incorporated under the laws of Delaware, United States of America, with address at 3999 West Chester Pike, Newton Square, Pennsylvania 19073, United States of America, a wholly owned Subsidiary of SAP America, Inc., a wholly owned Subsidiary of the Borrower.

“Break Costs” means the amount (if any) by which:

(a) the interest (but excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the European interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Frankfurt am Main, London and Luxembourg and:

(a) (in relation to any date for payment or purchase of a currency other than Euro) the principal financial centre of the country of that currency; or

3

(b) (in relation to any date for payment or purchase of Euro) any TARGET Day.

“Certain Funds Period” means the period commencing on the date of this Agreement and ending on the date on which the Acquisition has been consummated.

“Certain Funds Utilisation” means a Utilisation made or to be made under the Facility during the Certain Funds Period (subject always to such Utilisation being made within the Availability Period).

“Clean-up Date” means the date falling 180 days after the date on which the Target has become a Subsidiary of the Borrower.

“Clean-up Default” means each and any Event of Default referred to in Clauses 21.2 (Other obligations) (but only insofar as it relates to a Clean-up Undertaking), 21.3 (Misrepresentation) and 21.4 (Cross default) and any event or circumstance specified in any of those Clauses which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, all as provided for in this Agreement) be an Event of Default.

“Clean-up Undertaking” means each and any of the undertakings specified in Clauses 20.3 (Negative pledge) and 20.4 (Disposals).

“Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Confidential Information” means all information relating to the Borrower, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

4

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 34 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii) is known (and has been lawfully obtained) by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 7 (Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent.

“Debt Capital Markets Financing” has the meaning given to it in Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events).

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period under the Finance Documents and the giving of notice under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender:

(a) which has:

(i) failed to make its participation in a Loan available in accordance with Clause 5.4 (Lenders’ participation) unless such failure is

5

caused by administrative or technical error and payment is made within 5 Business Days of its due date; or

(ii) notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation),

unless the Lender is disputing in good faith whether it is contractually obliged to make the payment in question;

(b) which has otherwise rescinded or repudiated a Finance Document or has expressly declared its intention to rescind or repudiate a Finance Document;

(c) in respect of which there has been appointed a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer (other than, in relation to a Dutch Lender, the appointment of a trustee (curator) under or pursuant article 1:76 of the Dutch Act on Financial Supervision (Wet op het financieel toezicht) to the extent that such appointment is not publicly disclosed); or

(d) in respect of which a moratorium or any other measure under section 46a of the German Banking Act (Kreditwesengesetz) is imposed or a similar or related measure is taken by a competent regulator in any other jurisdiction.

“ERISA” means the United States Employee Retirement Income Security Act of 1974 (as amended).

“EURIBOR” means, in relation to any Loan in Euro:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the European interbank market;

as of the Specified Time on the Quotation Day for the offering of deposits in Euro for a period comparable to the Interest Period of the relevant Loan.

“Euro Proceeds Amount” has the meaning given to it in Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events).

6

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2.1 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means the Syndication and Fees Letter and any other letter or letters dated on or about 7 May 2010 between the Mandated Lead Arrangers and the Borrower (or the Agent and the Borrower) setting out any of the fees referred to in Clause 12 (Fees).

“Finance Document” means this Agreement, the Mandate Letter, any Fee Letter, any Increase Confirmation and any other document designated as such by the Agent and the Borrower.

“Finance Parties” means the Agent, the Mandated Lead Arrangers and the Lenders.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) monies borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to the issue of bonds, notes, debentures or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any currency or interest derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price of any currency or interest rate (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

7

(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(h) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (g) above,

provided that, for the purposes of Clause 21.4 (Cross Default) only, the items referred to in paragraphs (b), (d), (e) and (g) above shall be disregarded and accordingly for the purposes of Clause 21.4 (Cross Default) only, paragraph (h) above shall be construed as referring to the items referred to in paragraphs (a), (c) and (f) above only.

“French Company” means any member of the Group incorporated or otherwise organised under the laws of France.

“GAAP” means generally accepted accounting principles in the Federal Republic of Germany (“German GAAP”) in effect as of the date to which the respective financial statements relate and consistently applied except that:

(a) in respect of any consolidated financial statements of the Group “GAAP” means U.S. GAAP or IFRS or any other accounting principles which the Borrower may legally be required to adhere to; and

(b) in respect of any unconsolidated financial statements of the Borrower “GAAP” includes IFRS if such unconsolidated financial statements are permitted by applicable law to be prepared on such basis instead of German GAAP.

“Group” means the Borrower and its Subsidiaries from time to time.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 of the European Parliament and the Council of the European Union to the extent applicable to the relevant financial statements.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 10 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).

“Information Package” means any document in the form approved by the Borrower concerning the Group which, at the Borrower’s request and on its

8

behalf, is to be prepared in relation to the transactions contemplated by the Transaction Documents and distributed by the Mandated Lead Arrangers or any of them to selected financial institutions after the date of this Agreement in connection with syndication.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 22 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan.

“LMA” means the Loan Market Association.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“London Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Major Default” has the meaning given to that term in Clause 4.4 (Certain Funds Period).

9

“Major Obligation” has the meaning given to that term in Clause 4.4 (Certain Funds Period).

“Major Representation” has the meaning given to that term in Clause 4.4 (Certain Funds Period).

“Majority Lenders” means:

(a) if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate 66 ²/3 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 66 ²/3 per cent. or more of the Total Commitments immediately prior to the reduction); or

(b) at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate 66 ²/3 per cent. or more of all the Loans then outstanding.

“Mandate Letter” means the letter dated 7 May 2010, which has been signed by the Borrower on 12 May 2010 between, inter alia, the Mandated Lead Arrangers and the Borrower.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formulae).

“Margin” means 0.65 per cent. per annum initially, increasing to 0.725 per cent. per annum as of 15 July 2010, to 0.80 per cent. per annum as of 15 September 2010 and to 0.90 per cent. per annum as of 1 January 2011.

“Margin Stock” has the meaning as defined in Regulation U of the Board of Governors of the Federal Reserve System of the United States of America.

“Material Adverse Effect” means an event or development that has or could reasonably be expected to have a material adverse effect on the financial condition of the Borrower or the Group taken as a whole and which could adversely affect:

(a) the ability of the Borrower to perform its payment obligations under the Finance Documents; or

(b) the validity and/or enforceability of the Finance Documents.

“Material Subsidiary” means, from time to time, a Subsidiary of the Borrower:

10

(a) whose unconsolidated turnover represents five per cent. or more of the consolidated turnover of the Group, however, excluding SAP Public Services Inc.; or

(b) which has been determined by the Borrower as additional Material Subsidiary in accordance with Clause 20.9 (Minimum Coverage Test) to meet the Minimum Coverage Test.

For the purposes of this definition and for the purposes of determination of compliance with the Minimum Coverage Test, unconsolidated turnover of the members of the Group and consolidated turnover of the Group shall be determined and calculated initially by reference to the Original Financial Statements in conjunction with the relevant information in the Subsidiaries’ list set forth in the notes thereto under the heading “Subsidiaries, Associates and other Equity Investments” and thereafter by reference to the Borrower’s latest audited unconsolidated and consolidated annual financial statements delivered pursuant to paragraph (a) of Clause 19.1 (Financial statements and Material Subsidiaries list) in conjunction with the relevant information in the equivalent Subsidiaries’ list set forth in the notes thereto (or otherwise accompanying the relevant financial statements, as the case may be).

Any Subsidiary of the Borrower determined by the Borrower as a Material Subsidiary as contemplated in paragraph (b) above shall constitute a Material Subsidiary only as from delivery of the respective list referred to under paragraph (b) of item 3 (Financial information) of Schedule 2 (Conditions precedent) or, as the case may be, paragraph (c) of Clause 19.1 (Financial statements and Material Subsidiaries list) in which such Subsidiary is referred to and shall cease to constitute a Material Subsidiary from the delivery of a list referred to under paragraph (c) of Clause 19.1 (Financial statements and Material Subsidiaries list) in which it is no longer referred to in accordance with the terms of this Agreement.

“Merger” means the cash merger (by way of short-form merger or pursuant to a vote of shareholders of Target) in which BidCo is merged with and into Target with Target being the surviving corporation, as a result of which:

(a) Target will become a wholly owned (direct or indirect) Subsidiary of the Borrower; and

(b) any Target Shares not purchased in the Offer will be cancelled and converted into the right to receive from BidCo a cash consideration:

(i) in an amount per Target Share equal to the same price paid for Target Shares pursuant to the Offer; or

11

(ii) (with respect to Target Shares held by dissenting shareholders of Target) negotiated with such shareholders or determined by a court.

“Minimum Coverage Test” has the meaning given to that term in Clause 20.9 (Minimum Coverage Test).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period.

“Net Proceeds” means the aggregate cash proceeds received by any member of the Group in relation to any Relevant Event, less the aggregate of all Taxes, non-recurring fees, commission, costs and expenses in each case reasonably and properly incurred by continuing members of the Group in connection with any such Relevant Event.

“Offer” means the cash tender offer by BidCo for any and all Target Shares made to the shareholders of the Target pursuant to the Tender Offer Documents.

“Optional Currency” means United States Dollars.

“Original Financial Statements” means the Borrower’s consolidated and unconsolidated audited financial statements for its financial year ended 31 December 2009.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

12

“Qualifying Lender” has the meaning given to it in Clause 13.1 (Definitions).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined the day which is:

(a) (for the Base Currency) two TARGET Days before the first day of that period; or

(b) (for the Optional Currency) two London Business Days before the first day of that period,

unless market practice differs in the European interbank market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the European interbank market (and if quotations would normally be given by leading banks in the European interbank market on more than one day, the Quotation Day will be the last of those days).

“Receipt Date” has the meaning given to it in Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events).

“Receipt Notice” means a notice substantially in the form set out in Schedule 11 (Form of Receipt Notice).

“Reference Banks” means the offices of the Agent and Barclays Bank PLC or such other banks as may be appointed by the Agent in consultation with the Borrower.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Event” has the meaning given to it in Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events).

“Repeating Representations” means each of the representations set out in Clauses 18.1 (Status) to 18.6 (Governing law and enforcement), Clause 18.9 (No default), Clause 18.11 (Financial Statements) to Clause 18.13 (No proceedings pending or threatened) and Clause 18.15 (Acquisition) to Clause 18.19 (Federal Reserve Regulations).

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“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Reservations” means the reservations and qualifications as to matters of law as set out in Schedule 9 (Reservations).

“Screen Rate” means:

(a) in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period; and

(b) in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

“Security” means a mortgage, charge, pledge, lien or other security interest (dingliche Sicherheit) securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Selection Notice” means a notice substantially in the form set out in Part II (Form of Selection Notice) of Schedule 3 (Requests) given in accordance with Clause 10.1 (Selection of Interest Periods).

“Specified Time” means a time determined in accordance with Schedule 8 (Timetables).

“Subsidiary” means in relation to a person an entity more than fifty per cent. of the share capital and/or voting rights of which are owned directly or indirectly by such person or which is otherwise controlled (as contemplated in section 17 of the German Stock Corporation Act (Aktiengesetz)) directly or indirectly by such person.

“Syndication and Fees Letter” means the letter dated 7 May 2010, which has been signed by the Borrower on 12 May 2010 between, inter alia, the Mandated Lead Arrangers and the Borrower setting out certain of the fees referred to in Clause 12 (Fees) and certain terms and conditions in relation to the arrangement and management by the Mandated Lead Arrangers of the primary syndication.

“Syndication Date” means the date on which the Mandated Lead Arrangers notify the Borrower that a successful primary syndication has occurred and the relevant Lenders become a party to this Agreement.

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“Target” means Sybase, Inc., a corporation incorporated under the laws of the State of Delaware, United States of America, with address at One Sybase Drive, Dublin CA 94568, United States of America.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in Euro.

“Target Disposal Event” has the meaning given to it in Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events).

“Target Group” means Target and its Subsidiaries from time to time.

“Target Shares” means the capital stock of Target including common stock and preferred stock purchase rights associated therewith.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tender Offer Documents” means the Schedule TO filed or to be filed by the Borrower, BidCo and SAP America, Inc. with the U.S. Securities and Exchange Commission, together with the other tender offer documents included or to be included as exhibits thereto.

“Termination Date” means the second anniversary of the date of this Agreement.

“Top-up Option” means the option to acquire Target Shares from the Target or any Subsidiary thereof as provided for in the Acquisition Agreement.

“Total Commitments” means the aggregate of the Commitments being EUR 2,750,000,000 at the date of this Agreement.

“Transaction Documents” means the Finance Documents, the Acquisition Agreement and the Tender Offer Documents, as each may be amended from time to time.

“Transfer Certificate” means a certificate substantially in the form set out in Part I (Form of Transfer Certificate) of Schedule 5 (Forms of Transfer and Assignment Certificates) or in any other form agreed between the Agent and the Borrower.

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“Transfer Date” means, in relation to an assignment and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 22.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)), the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent accepts the Transfer Certificate.

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“U.S. Company” means any member of the Group whose relevant jurisdiction is a state of the United States of America or the District of Columbia.

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I (Form of Utilisation Request) of Schedule 3 (Requests).

“VAT” means value added tax (Umsatzsteuer) and any other tax of a similar nature.

1.2 Construction

(a) Unless a contrary indication appears any reference in this Agreement to:

(i) the “Agent”, any “Mandated Lead Arranger”, any “Finance Party”, any “Lender”, the “Borrower” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii) “assets” includes present and future properties, revenues and rights of every description;

(iii) a “company” or “corporation” includes a partnership;

(iv) “consummation of the Acquisition” shall be construed to occur upon the Target having become a wholly owned (direct or indirect) Subsidiary of the Borrower, and the Acquisition being “consummated” shall be construed accordingly;

(v) “director” includes any statutory legal representative(s) (organschaftlicher Vertreter) of a person pursuant to the laws of its jurisdiction of incorporation, including but not limited to, in

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relation to a person incorporated or established in Germany, a managing director (Geschäftsführer) or member of the board of directors (Vorstand);

(vi) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, supplemented, extended or restated;

(vii) “gross negligence” means grobe Fahrlässigkeit and “wilful misconduct” means Vorsatz;

(viii) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix) “know your customer checks” is a reference to the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(x) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(xi) “promptly” is to be construed as “unverzüglich” (without undue delay) as contemplated for in the first paragraph of section 121 of the German Civil Code (Bürgerliches Gesetzbuch);

(xii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiii) a provision of law is a reference to that provision as amended or re-enacted; and

(xiv) a time of day is a reference to Luxembourg time.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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(d) A Default (including an Event of Default) is “continuing” if it has not been remedied or waived.

(e) A reference to Barclays Capital is to Barclays Capital, the investment banking division of Barclays Bank PLC (and all such references shall include Barclays Bank PLC).

1.3 Currency Symbols and Definitions

“EUR” and “Euro” means the single currency adopted by the Participating Member States. “USD” or “United States Dollars” means the legal currency of the United States of America.

1.4 This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German or French translation of a word or phrase appears in the text of this Agreement, the German or French translation of such word or phrase shall prevail.

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SECTION 2

THE FACILITY

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dual-currency term loan facility in an aggregate amount equal to the Total Commitments.

2.2 Increase

(a) The Borrower may by giving prior notice to the Agent after the effective date of a cancellation of:

(i) the Available Commitment of a Defaulting Lender in accordance with paragraph (f) of Clause 8.6 (Right of replacement or repayment and cancellation in relation to a single Lender); or

(ii) the Commitment of a Lender in accordance with Clause 8.1 (Illegality),

request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(i) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Borrower (each of which shall not be a member of the Group) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(ii) the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another (in relation to the part of the increased Commitments which the Increase Lender assumes) as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender and had the increased Commitments been original Commitments;

(iii) each Increase Lender which is not a Lender shall become a Party as a “Lender” and any Increase Lender and each of the other

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Finance Parties shall assume obligations towards one another and acquire rights against one another (in relation to the part of the increased Commitments which the Increase Lender assumes) as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender and had the increased Commitments been original Commitments;

(iv) the Commitments of the other Lenders and, if the Increase Lender is already a Lender, its existing Commitment, shall continue in full force and effect; and

(v) any increase in the Total Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b) An increase in the Total Commitments will only be effective on:

(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrower and the Increase Lender.

(c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d) Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee of EUR 3,000.

(e) The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Borrower and the Increase Lender in a letter between the Borrower and the Increase Lender setting out that fee.

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A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph.

(f) Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii) the “New Lender” were references to that “Increase Lender”; and

(iii) a “re-assignment and re-transfer by assumption of contract (Vertragsübernahme)” and “re-assignment” were references to respectively an “assignment and transfer by assumption of contract (Vertragsübernahme)” and “assignment”.

(g) No Commitment of a Lender shall be increased without the prior consent of that Lender (acting in its absolute discretion).

(h) With respect to any Utilisation, any increase of a Commitment pursuant to this Clause 2.2 shall be taken into account for all purposes of this Agreement (including for purposes of the operation of Clause 5.4 (Lenders’ participation)) only if the relevant Utilisation Request is delivered on or after the Business Day on which such increase takes effect in accordance with the provisions of this Clause 2.2.

2.3 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several and do not constitute a joint obligation (Ausschluss der gesamtschuldnerischen Haftung). Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and do not constitute a joint creditorship (Ausschluss der Gesamtgläubigerschaft) and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

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3. PURPOSE

3.1 Purpose

(a) The Borrower shall apply all amounts borrowed by it under the Facility in or towards:

(i) the financing of the Acquisition by way of financing any cash consideration payable to:

(A) shareholders of Target pursuant to the Offer;

(B) Target (or any Subsidiary of Target) upon exercise of the Top-up Option; or

(C) shareholders of Target pursuant to the Merger,

provided that the Borrower may for any such purpose on-lend or otherwise (including by way of one or several equity contributions) pass on amounts borrowed by it under the Facility to BidCo;

(ii) the payment by any member of the Target Group of amounts becoming due:

(A) in connection with any cash settlement or redemption of any outstanding options, restricted stock, stock appreciation rights and any other rights to purchase capital stock of Target; or

(B) to employees and/or directors in relation to employee or management incentive schemes,

in connection with the change in control over the Target triggered by the Acquisition, provided that the Borrower may for such purposes on-lend or otherwise (including by way of one or several equity contributions) pass on amounts borrowed by it under the Facility to the relevant member of the Target Group;

(iii) the payment of fees, costs and expenses incurred by the Borrower or BidCo (to whom the Borrower may for such purposes on-lend or otherwise (including by way of one or several equity contributions) pass on amounts borrowed by it under the Facility) in connection with the Acquisition, including the financing of the Acquisition; and

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(iv) the refinancing or repurchase by the Borrower or any member of the Target Group (to whom the Borrower may for such purposes on-lend or otherwise (including by way of one or several equity contributions) pass on amounts borrowed by it under the Facility) of any indebtedness of Target, including without limitation, Target’s 2009 convertible notes.

(b) The Borrower shall be free to finance any of the purposes specified in paragraph (a) above from sources other than the Facility and refinance such financings from borrowings under the Facility.

(c) The Borrower may separately convert any proceeds raised in Euro under this Agreement into USD prior to on-lending, otherwise passing them on or otherwise utilising them.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Agent has received all of (or waived delivery of) the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent (acting reasonably and taking into account the provisos set forth in item 2.(a) and 2.(b) of Schedule 2 (Conditions precedent)). The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied. Upon request of the Borrower, the Agent shall promptly issue partial conditions precedent satisfaction confirmations.

4.2 Further conditions precedent

(a) The Borrower may not deliver a Utilisation Request for an Acquisition Utilisation unless the Agent has received (or waived delivery of) a certificate (in form and substance satisfactory to the Agent (acting reasonably)) from the Borrower that all conditions (if any) to closing of the relevant step of the Acquisition, as applicable and as specified in the Acquisition Agreement and/or the Tender Offer Documents, other than:

(i) those that by their terms are to be satisfied at such closing; and/or

(ii) payment of the relevant consideration,

have been met or waived. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

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(b) The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) (in relation to an Acquisition Utilisation only) there shall not have been any public announcement by the Target’s board of directors that it has withdrawn its recommendation to holders of Target Shares that they accept the Offer and tender their Target Shares to BidCo; and

(ii) (in relation to each Utilisation and subject to Clause 4.4 (Certain Funds Period) and Clause 4.5 (Clean-up)):

(A) no Default is continuing or would result from the proposed Loan; and

(B) the Repeating Representations to be made by the Borrower are true in all material respects.

(c) The Lenders will only be obliged to comply with Clause 6.2 (Change of currency) if, on the first day of an Interest Period, no Default is continuing or would result from the change of currency and the Repeating Representations to be made by the Borrower are true in all material respects.

4.3 Maximum number of Loans

(a) The Borrower may not deliver a Utilisation Request if, as a result of the proposed Utilisation, 17 or more Loans would be outstanding.

(b) The Borrower may not request that a Loan be divided if, as a result of the proposed division, 17 or more Loans would be outstanding.

4.4 Certain Funds Period

(a) Subject to Clause 4.1 (Initial conditions precedent) and paragraphs (a) and (b)(i) of Clause 4.2 (Further conditions precedent), during the Certain Funds Period the Lenders are obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation, unless:

(i) on the date of the relevant Utilisation Request and/or on the proposed Utilisation Date a Major Default is continuing or would result from the proposed Certain Funds Utilisation;

(ii) on the date of the relevant Utilisation Request and/or on the proposed Utilisation Date any Major Representation is not true in

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all material respects or would not be true immediately after such Certain Funds Utilisation is made; or

(iii) at any time it has become unlawful for a Lender to perform any of its obligations under this Agreement to fund, or maintain its participation in, any loan under this Agreement.

(b) During the Certain Funds Period and subject as provided in paragraph (a) above, none of the Finance Parties shall be entitled to:

(i) cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(ii) rescind, terminate or cancel this Agreement or the Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(iii) refuse to participate in, or prevent or limit, the making of a Certain Funds Utilisation (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.4 (Lenders’ participation)); or

(iv) cancel, accelerate or cause repayment or prepayment of, or set off any amounts owing hereunder or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation,

provided that the above shall be without prejudice to the operation of Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events) and, subject to Clause 4.5 (Clean-up), immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

(c) For the purposes of this Clause 4.4:

(i) “Major Default” means any of the following Events of Default as set out in Clause 21 (Events of Default):

(A) Non-payment (Clause 21.1);

(B) Other obligations (Clause 21.2), but only insofar as relating to a Major Obligation;

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(C) Misrepresentation (Clause 21.3), but only insofar as relating to a Major Representation;

(D) Insolvency (Clause 21.5) and Insolvency proceedings (Clause 21.6), but in each case only insofar as relating to the Borrower;

(E) Unlawfulness (Clause 21.8); and

(F) Invalidity/Repudiation (Clause 21.9).

(ii) “Major Obligation” means any of the following undertakings as set out in Clause 20 (General undertakings):

(A) Compliance with Acquisition Agreement, Tender Offer Documents and applicable laws relevant in the context of the Acquisition (Clause 20.2 (a));

(B) Negative pledge (Clause 20.3);

(C) Disposals (Clause 20.4);

(D) Merger (Clause 20.5); and

(E) Change of business (Clause 20.6).

(iii) “Major Representation” means any of the following representations and warranties as set out in Clause 18 (Representations):

(A) Status (Clause 18.1);

(B) Binding obligations (Clause 18.2);

(C) Non-conflict with laws or regulations (Clause 18.3 (a), however restricted to laws or regulations of Germany, the European Union and the United States of America (or any State thereof)) or constitutional documents (Clause 18.3 (b));

(D) Power and authority (Clause 18.4);

(E) Authorisations obtained (Clause 18.5); and

(F) Target Shares (Clause 18.16).

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4.5 Clean-up

(a) Notwithstanding any other term of this Agreement but subject to paragraph (b) below:

(i) any breach of a representation or warranty provided for in Clause 18 (Representation) or of a Clean-up Undertaking; or

(ii) any Default constituting a Clean-up Default,

will not constitute a breach of representation or warranty, a breach of covenant or a Default (as the case may be) if:

(A) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or a Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group);

(B) the circumstances giving rise to it have not been procured or approved (other than by entering into the Acquisition Agreement or consummating the Acquisition) by any member of the Group (other than a member of the Target Group);

(C) it does not have a Material Adverse Effect;

(D) it does not affect, as from the date on which the Offer is consummated, the Borrower’s (direct or indirect) ownership of any Target Shares;

(E) it has been notified to the Agent by the Borrower promptly upon its becoming aware thereof; and

(F) (where capable of remedy) the Borrower after having become aware of such breach or Default has had or is having such commercially and legally reasonable steps (wirtschaftlich und rechtlich zumutbare Schritte) taken in respect of and to remedy it as are open to any member of the Group.

(b) If the relevant circumstances are continuing on or after the Clean-up Date, there shall be a breach of representation or warranty, breach of covenant or Default (as the case may be) notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

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SECTION 3

UTILISATION

5. UTILISATION

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) it specifies whether (or not, as applicable) it is for an Acquisition Utilisation;

(ii) the proposed Utilisation Date is a Business Day within the Availability Period;

(iii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iv) the proposed Interest Period complies with Clause 10 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be the Base Currency or the Optional Currency.

(b) The amount of the proposed Loan must be:

(i) if the currency selected is the Base Currency, a minimum of EUR 20,000,000 (or, if the currency selected is the Optional Currency, the equivalent thereof in USD); or

(ii) if less, the Available Facility; and

(iii) in any event such that its Base Currency Amount is less than or equal to the Available Facility.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) The Agent shall determine the Base Currency Amount of each Loan which is to be made in the Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the duration of the Interest Period relating to each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

6. OPTIONAL CURRENCY

6.1 Selection of currency

(a) The Borrower shall select the currency of a Loan:

(i) in a Utilisation Request for that Loan; or

(ii) (in relation to a Loan that has already been made) in a Selection Notice.

(b) If the Borrower fails to issue a Selection Notice, the Loan will remain denominated for its next Interest Period in the same currency in which it is then outstanding.

(c) If the Borrower issues a Selection Notice requesting a change of currency and the first day of the requested Interest Period is not a Business Day for the new currency, the Agent shall promptly notify the Borrower and the Lenders and the Loan will remain in the existing currency (with Interest Periods running from one Business Day until the next Business Day) until the next day which is a Business Day for both currencies, on which day the requested Interest Period will begin.

6.2 Change of currency

(a) If a Loan is to be denominated in different currencies during two successive Interest Periods:

(i) if the currency for the second Interest Period is the Optional Currency, the amount of the Loan in the Optional Currency will be calculated by the Agent as the amount of the Optional Currency equal to the Base Currency Amount of the Loan at the Agent’s Spot Rate of Exchange at the Specified Time;

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(ii) if the currency for the second Interest Period is the Base Currency, the amount of the Loan will be equal to the Base Currency Amount;

(iii) (unless the Agent and the Borrower agree otherwise in accordance with paragraph (b) below) the Borrower shall repay it on the last day of the first Interest Period in the currency in which it was denominated for that Interest Period; and

(iv) (subject to paragraph (c) of Clause 4.2 (Further conditions precedent)) the Lenders shall re-advance the Loan in the new currency in accordance with Clause 6.4 (Agent’s calculations).

(b) If the Agent and the Borrower agree, the Agent shall:

(i) apply the amount paid to it by the Lenders pursuant to paragraph (a)(iv) above (or so much of that amount as is necessary) in or towards purchase of an amount in the currency in which the relevant Loan is outstanding for the first Interest Period; and

(ii) use the amount it purchases in or towards satisfaction of the Borrower’s obligations under paragraph (a)(iii) above.

(c) If the amount purchased by the Agent pursuant to paragraph (b)(i) above is less than the amount required to be repaid by the Borrower, the Agent shall promptly notify the Borrower and the Borrower shall, on the last day of the first Interest Period, pay an amount to the Agent (in the currency of the relevant outstanding Loan for the first Interest Period) equal to the difference.

(d) If any part of the amount paid to the Agent by the Lenders pursuant to paragraph (a)(iv) above is not needed to purchase the amount required to be repaid by the Borrower, the Agent shall promptly notify the Borrower and pay the Borrower, on the last day of the first Interest Period that part of that amount (in the new currency).

6.3 Optional Currency during successive Interest Periods

(a) If a Loan is to be denominated in the Optional Currency during two successive Interest Periods, the Agent shall calculate the amount of the relevant Loan in the Optional Currency for the second of those Interest Periods (by calculating the amount of Optional Currency equal to the Base Currency Amount of that Loan at the Agent’s Spot Rate of Exchange at the Specified Time) and (subject to paragraph (b) below) if the amount calculated is less than the existing amount of that Loan in the Optional Currency during the first Interest Period, promptly notify the

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Borrower and the Borrower shall pay, on the last day of the first Interest Period, an amount equal to the difference.

(b) If the calculation made by the Agent pursuant to paragraph (a) above shows that the amount of the relevant Loan in the Optional Currency for the second Interest Period has decreased by less than 5 per cent. since it was borrowed or (if later) the most recent adjustment made under paragraph (a) above, no notification shall be made by the Agent and no payment shall be required under paragraph (a) above.

6.4 Agent’s calculations

(a) All calculations made by the Agent pursuant to this Clause 6 will take into account any repayment, prepayment, consolidation or division of Loans to be made on the last day of the first Interest Period.

(b) Each Lender’s participation in a relevant Loan will, subject to paragraph (a) above, be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

7. REPAYMENT

(a) The Borrower shall repay each Loan on the Termination Date.

(b) The Borrower may not re-borrow any part of the Facility which is repaid.

8. PREPAYMENT AND CANCELLATION

8.1 Illegality

If, at any time, it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall repay that Lender’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

8.2 Change of control

(a) If a person or group of persons acting in concert should in the future directly or indirectly acquire more than 50 per cent. of the shares which carry the right to vote in the Borrower, the Borrower shall promptly after having become aware of the described change of control notify the Agent thereof.

(b) Upon such receipt of notification the Majority Lenders shall have the right by giving notice to that effect through the Agent to the Borrower within a period of 15 days following the receipt of such notification of the change of control by the Borrower to require the cancellation of the Available Facility and the repayment of all Loans on the date(s) which is (are) the earlier of (i) the date falling 60 days after such request and (ii) the last day of the then current Interest Period(s), provided that the Borrower may within five days after the receipt of such notification by the Agent request that the Lenders shall enter into good faith negotiations with the Borrower for a period no longer than 30 days from the date of

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the Borrower’s request with a view to agreeing a basis on which the Facility can be continued. If such agreement is reached between the Majority Lenders and the Borrower the Facility shall be continued on the agreed basis between such Lenders with cancellation of the Available Facility and the repayment of all Loans advanced under the Facility with regard to those Lenders not wishing to continue on the date(s) which is (are) the earlier of (i) the date falling thirty days after the last day of the described good faith negotiation period and (ii) the last day of the then current Interest Period(s). If no such agreement is reached between the Majority Lenders and the Borrower the Facility shall be cancelled and all Loans advanced under the Facility shall be repaid on the date(s) which is (are) the earlier of (i) the date falling thirty days after the last day of the described good faith negotiation period and (ii) the last day of the then current Interest Periods.

In this Clause 8.2 (Change of Control) “a group of persons acting in concert” is to be construed as “gemeinsam handelnde Personen” as defined in section 2 paragraph 5 of the German Wertpapiererwerbs- und Übernahmegesetz.

8.3 Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events

(a) Subject to paragraphs (b) through (f) below, the Borrower shall apply all Available Net Proceeds in prepayment of the Facility and (subject to paragraphs (b) through (f) below) there shall be a mandatory cancellation of Commitments from Available Net Proceeds.

(b) The Borrower shall procure that any other member of the Group promptly up-streams any Net Proceeds resulting or arising from any Relevant Event and received by that member of the Group by way of a loan or otherwise to it.

(c) Within 5 Business Days after the date on which any Available Net Proceeds have been received by it (the “Receipt Date”), the Borrower shall, by delivery of a Receipt Notice to the Agent, notify the Agent of the Receipt Date and the amount in the Base Currency of those Available Net Proceeds (the “Euro Proceeds Amount”).

(d) If no Loans are outstanding under the Facility on the date of receipt by the Agent of the Receipt Notice, the Available Facility shall be cancelled, with effect from the date of receipt by the Agent of the Receipt Notice, in an aggregate amount equal to the Euro Proceeds Amount. Any cancellation under this Clause shall reduce the Commitments of the Lenders rateably.

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(e) If Loans are outstanding on the date of receipt by the Agent of the Receipt Notice, the Borrower shall apply the Euro Proceeds Amount in prepayment of the Loans (in each case on the earlier of 10 Business Days after the Receipt Date and the expiry of the Interest Period(s) current at the time of receipt by the Agent of the Receipt Notice). If and to the extent the Euro Proceeds Amount exceeds the aggregate amount to be applied in prepayment of Loans in accordance with the above (the “Excess Proceeds”), the Available Facility shall be cancelled, with effect from the date of last prepayment from the relevant Euro Proceeds Amount as set out in this paragraph (e) above, in an aggregate amount equal to the Excess Proceeds. Any cancellation under this Clause shall reduce the Commitments of the Lenders rateably.

(f) The following additional definitions shall apply for the purposes of this Clause 8.3:

“Debt Capital Markets Financing” means any issue of debt instruments in the international or domestic capital markets (including any hybrid or convertible instruments) by a member of the Group after the date of this Agreement;

“Target Disposal Event” means any disposal to any person not being a member of the Group (including by way of flotation and whether directly or indirectly) of Target Shares, provided that the foregoing shall not apply to a disposal of any Margin Stock acquired in connection with the Acquisition;

“Relevant Event” means:

(i) any Debt Capital Markets Financing; and

(ii) any Target Disposal Event.

8.4 Voluntary cancellation

(a) The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of EUR 20,000,000) of the Available Facility. Any cancellation under this Clause shall reduce the Commitments of the Lenders rateably.

(b) Any part of the Available Commitments undrawn on the last day of the Availability Period shall be automatically cancelled in full.

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8.5 Voluntary prepayment of Loans

The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of EUR 20,000,000).

8.6 Right of replacement or repayment and cancellation in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up);

(ii) any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs); or

(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost formulae),

the Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or, (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Loan.

(d) The Borrower may, in the circumstances set out in paragraph (a) above, on 5 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by applicable laws and regulations, that Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of

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the transferring Lender in accordance with Clause 22 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 22.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the Agent;

(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender (without prejudice to Clause 16.1 (Mitigation)); and

(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(f) Without prejudice to Clause 33.4 (Replacement of a Defaulting Lender):

(i) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 4 Business Days’ notice of cancellation of the Available Commitment of that Lender.

(ii) On the notice referred to in paragraph (i) above becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

8.7 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

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(c) No part of the Facility which is prepaid or repaid may be reborrowed.

(d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Agent receives a notice (including a Receipt Notice) under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.

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SECTION 5

COSTS OF UTILISATION

9. INTEREST

9.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin;

(b) EURIBOR in relation to any Loan in Euro, or LIBOR in relation to any Loan in the Optional Currency; and

(c) Mandatory Cost, if any.

9.2 Payment of interest

On the last day of each Interest Period the Borrower shall pay accrued interest on the Loan to which that Interest Period relates (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

9.3 Default interest

(a) If the Borrower fails to pay any amount (other than interest) payable by it under a Finance Document on its due date, interest shall accrue, subject to paragraph (c) below, on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which is the sum of one per cent. and the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).

(b) Any amounts accruing under this Clause 9.3 shall be payable by the Borrower following request by the Agent on the last day of the respective Interest Period selected by the Agent or determined in accordance with paragraph (c) below.

(c) If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

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(ii) the rate of interest applying to the Unpaid Sum during that first Interest Period shall be the sum of one per cent. and the rate which would have applied if the Unpaid Sum had not become due.

(d) This Clause 9.3 shall not limit or affect the right of any Finance Party to demand compensation for damages exceeding the default interest payable hereunder.

9.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

10. INTEREST PERIODS

10.1 Selection of Interest Periods

(a) The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower not later than the Specified Time.

(c) If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be one Month.

(d) Subject to this Clause 10, the Borrower may select an Interest Period of one, two, three or six months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).

(e) An Interest Period for a Loan shall not extend beyond the Termination Date.

(f) Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

10.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.3 Consolidation and division of Loans

(a) Subject to paragraph (b) below, if two or more Interest Periods:

(i) relate to Loans in the same currency; and

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(ii) end on the same date,

those Loans will, unless the Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

(b) Subject to Clause 4.3 (Maximum number of Loans) and Clause 5.3 (Currency and amount), if the Borrower requests in a Selection Notice that a Loan be divided into two or more Loans, that Loan will, on the last day of its Interest Period, be so divided with Base Currency Amounts specified in that Selection Notice, being an aggregate Base Currency Amount equal to the Base Currency Amount of the Loan immediately before its division.

11. CHANGES TO THE CALCULATION OF INTEREST

11.1 Absence of quotations

Subject to Clause 11.2 (Market disruption), if EURIBOR or, if applicable, LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable EURIBOR or LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

11.2 Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin;

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii) the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b) In this Agreement “Market Disruption Event” means:

(i) at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of

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the Reference Banks supplies a rate to the Agent to determine EURIBOR or, if applicable, LIBOR for the relevant currency and Interest Period; or

(ii) before close of business in Luxembourg on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 45 per cent. of that Loan) that the cost to it of obtaining matching deposits in the European interbank market would be in excess of EURIBOR or, if applicable, LIBOR.

11.3 Alternative basis of interest or funding

(a) If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

11.4 Break Costs

(a) The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

12. FEES

12.1 Ticking fee

(a) The Borrower shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of 0.15 per cent. per annum on that Lender’s Available Commitment for the period (the “Ticking Fee Period”) commencing on the date of this Agreement until and excluding the earlier of:

(i) the date of first Utilisation under the Facility; and

(ii) 15 September 2010.

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(b) The accrued ticking fee is payable on the last day of each successive period of three Months which ends during the Ticking Fee Period, on the last day of the Ticking Fee Period and, if a Lender’s Available Commitment is cancelled in full, on the cancelled amount of the relevant Lender’s Available Commitment at the time the cancellation is effective.

(c) No ticking fee is payable to the Agent (for the account of a Lender) on the Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

12.2 Commitment fee

(a) The Borrower shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of 35 per cent. of the applicable Margin on that Lender’s Available Commitment for the period commencing on the earlier of:

(i) the date of first Utilisation under the Facility; and

(ii) 15 September 2010,

until the last day of the Availability Period.

(b) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the period referred to in paragraph (a) above, on the last day of the Availability Period and, if a Lender’s Available Commitment is cancelled in full, on the cancelled amount of the relevant Lender’s Available Commitment at the time the cancellation is effective.

(c) No commitment fee is payable to the Agent (for the account of a Lender) on the Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

12.3 Upfront fees

The Borrower shall pay to the Agent (for the account of the Mandated Lead Arrangers and the Original Lenders, respectively) upfront fees in the amount and at the times agreed in a Fee Letter.

12.4 Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

13. TAX GROSS UP AND INDEMNITIES

13.1 Definitions

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender and is:

(a) a company resident in Germany for German tax purposes; or

(b) a company not so resident in Germany which carries on a business in Germany through a Facility Office in Germany with which that Lender’s participation in the Loan is effectively connected; or

(c) a partnership each member of which fulfils the prerequisites of (a) or (b) above; or

(d) a Treaty Lender.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

“Treaty Lender” means a Lender which:

(a) is treated as a resident of a Treaty State for the purposes of the Treaty; and

(b) is entitled under the provisions of a double taxation treaty with Germany to receive payments of interest from the Borrower without a Tax Deduction (subject to the fulfilment of any necessary procedural formalities); and

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(c) does not carry on a business in Germany through a permanent establishment or a permanent representative with which the Lender’s participation in the Loan is effectively connected.

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with Germany which makes provision for full exemption from any tax imposed by Germany on interest payments under a Finance Document.

Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the reasonable discretion of the person making the determination.

13.2 Tax gross-up

(a) The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall promptly notify the Agent if that Lender is not, or ceases to be a Qualifying Lender or on becoming aware in respect of a payment payable to that Lender that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) setting out the reasons in a reasonably detailed manner. If the Agent receives such notification from a Lender it shall notify the Borrower.

(c) If a Tax Deduction is required by law, including legal interpretations in public letter rulings of the competent tax administration, to be made by the Borrower, the amount of the payment due from it shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. However, in no event will the Borrower be obliged to pay in excess of the amount that would have been required in respect of payments to a Qualifying Lender.

(d) The Borrower is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of Tax imposed by the relevant tax authorities from a payment of interest on a Loan, if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration,

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or application of) any law, or any published practice or concession of any relevant taxing authority; or

(ii) the relevant Lender is a Treaty Lender and the Borrower is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.

(e) If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Treaty Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

13.3 Tax indemnity

(a) The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party is able to demonstrate it has (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(1) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(2) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

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if that Tax is imposed on or calculated by reference to the net or gross income received or receivable by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(1) is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or

(2) would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, setting out such event in reasonable detail, following which the Agent shall notify the Borrower.

(d) A Protected Party shall, on receiving a payment from the Borrower under this Clause 13.3, notify the Agent.

13.4 Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

13.5 Lender Status Confirmation

Each Lender which becomes a Party to this Agreement or acquires any rights hereunder in each case after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Certificate or Increase Confirmation which it executes on becoming a Party or acquiring any rights hereunder, and for the benefit of the Agent and without liability to the Borrower, which of the following categories it falls in:

(a) not a Qualifying Lender;

(b) a Qualifying Lender (other than a Treaty Lender); or

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(c) a Treaty Lender.

If a New Lender fails to indicate its status in accordance with this Clause 13.5 then such New Lender shall be treated for the purposes of this Agreement (including by the Borrower) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, a Transfer Certificate, Assignment Certificate or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 13.5.

13.6 Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

13.7 Value added tax

(a) All considerations expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable on any service (sonstige Leistung) made by any Finance Party to any Party under or in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT owed by such Finance Party. The Finance Party shall promptly provide an appropriate invoice in accordance with sections 14, 14a German VAT Act (Umsatzsteuergesetz) or with corresponding domestic rules of any other jurisdiction of that Finance Party. To the extent that VAT arises solely because of an exercise of an option by the Finance Party to make the service subject to VAT, sentence 2 of this paragraph shall only apply if the Borrower has given its consent to the exercise of the option, which consent shall not be unreasonably withheld.

(b) If VAT is chargeable on any service made by any Finance Party (the “Service Provider”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such service to the Service Provider (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Service Provider (in addition to and at the same time as paying such amount) an amount equal to the amount of VAT owed by the Service Provider, paragraph (a) sentence 3 shall apply mutatis mutandis. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax

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authority which it reasonably determines relates to the VAT chargeable on that service.

(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred and owed by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT, paragraph (a) sentence 3 shall apply mutatis mutandis.

14. INCREASED COSTS

14.1 Increased costs

(a) Subject to Clause 14.3 (Exceptions) the Borrower shall within three Business Days of a demand by the Agent pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b) In this Agreement “Increased Costs” means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

14.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs

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and setting out the calculation of such Increased Costs in reasonable detail.

14.3 Exceptions

(a) Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by the Borrower;

(ii) compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied);

(iii) compensated for by the payment of the Mandatory Cost;

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(v) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).

15. OTHER INDEMNITIES

15.1 Currency indemnity

(a) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i) making or filing a claim or proof against the Borrower;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

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the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.2 Other indemnities

The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date including without limitation, any cost, loss or liability arising as a result of Clause 26 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(e) any litigation or other proceeding arising, pending or threatened against a Finance Party in connection with or arising out of its financing or arranging the financing of the Acquisition (whether or not consummated) (other than to the extent any such cost, loss or liability is caused by that Finance Party’s wilful misconduct or negligence or breach of any Finance Document) provided that:

(i) any Finance Party must notify the Borrower promptly and in reasonable detail of any such litigation or other proceeding arising, pending or threatened (“relevant litigation”) against such Finance Party upon becoming aware of it and must keep the Borrower informed of its progress;

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(ii) any Finance Party must conduct any relevant litigation in good faith and will give careful consideration to the views of the Borrower in relation to the appointment of professional advisers and the conduct of any relevant litigation taking into account both its interests and those of the Borrower; and

(iii) a Finance Party may only concede or compromise any claim in respect of any relevant litigation if it has:

(A) notified the Borrower of the relevant litigation and kept the Borrower informed of its progress in accordance with sub-paragraph (i) above;

(B) complied with sub-paragraph (ii) above and has given the Borrower the opportunity to demonstrate its interest in the concession or compromise; and

(C) taken into account the Borrower’s legitimate interests.

15.3 Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c) entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 6.2 (Change of currency).

16. MITIGATION BY THE LENDERS

16.1 Mitigation

(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax gross-up and indemnities), Clause 14.1 (Increased costs) or paragraph 3 of Schedule 4 (Mandatory Cost formulae) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the rights and obligations of the Borrower under the Finance Documents.

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16.2 Limitation of liability

(a) The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

17. COSTS AND EXPENSES

17.1 Transaction expenses

The Borrower shall promptly upon presentation of reasonably detailed statements of account pay the Agent and the Mandated Lead Arrangers the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement.

17.2 Amendment costs

If the Borrower requests an amendment, waiver or consent, the Borrower shall promptly upon presentation of reasonably detailed statements of account reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request.

17.3 Enforcement costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18. REPRESENTATIONS

The Borrower makes the representations and warranties set out in this Clause 18 in respect of itself and, where expressly stated, in respect of each Material Subsidiary or each other member of the Group or the Group taken as a whole to each Finance Party on the date of this Agreement.

18.1 Status

(a) It, BidCo and any other member of the Group (other than a member of the Target Group) which is a party to a Transaction Document is duly established and validly existing under the laws of its relevant jurisdiction.

(b) It and each of its Material Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

18.2 Binding obligations

Subject to the Reservations, the obligations assumed by it, BidCo and any other member of the Group (other than a member of the Target Group) which is a party to any Transaction Document under the Transaction Documents to which the relevant person is a party are legal, valid, binding and enforceable under the laws of its jurisdiction of incorporation and the laws which are expressed to govern the relevant Transaction Document.

18.3 Non-conflict with other obligations

The entry into and performance of the Transaction Documents and the Offer to which the relevant person is a party by it, BidCo and any other member of the Group (other than a member of the Target Group) which is a party to any Transaction Document do not and will not conflict with:

(a) (in relation to anti-trust authorisations, clearances or approvals or the lapse of any related waiting or other time periods: from and including the date of first Utilisation under the Facility) any law or regulation (in relation to anti-trust authorisations, clearances or approvals or the lapse of any related waiting or other time periods: limited to the laws and regulations of any member state of the European Union, the European Union and the United States of America (or any State thereof)) applicable to it, BidCo or such other member of the Group;

(b) its, BidCo’s or such other member of the Group’s or any Material Subsidiaries’ constitutional documents; or

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(c) any agreement or instrument binding upon it, BidCo or such other member of the Group or any Material Subsidiary to an extent or in a manner which is reasonably likely to have a Material Adverse Effect.

18.4 Power and authority

It, BidCo and any other member of the Group (other than a member of the Target Group) which is a party to any Transaction Document has the power and corporate authority to enter into the Transaction Documents to which the relevant person is a party and perform the transactions contemplated therein.

18.5 Authorisations obtained

All Authorisations (in relation to anti-trust authorisations, clearances or approvals or the lapse of any related waiting or other time periods: limited to requirements arising under the laws and regulations of any member state of the European Union, the European Union and the United States of America (or any State thereof)) required:

(a) to enable it, BidCo and any other member of the Group (other than a member of the Target Group) which is a party to any Transaction Document lawfully to enter into, and to perform its and BidCo’s respective obligations and the respective obligations of such other member of the Group under, the Transaction Documents to which the relevant person is a party; and

(b) to make the Transaction Documents admissible in evidence in its, BidCo’s and such other member of the Group’s jurisdiction of incorporation,

have been obtained or effected and are in full force and effect (up to but excluding the date of first Utilisation under the Facility subject to any governmental, regulatory, competition and/or anti-trust authorisations, clearances or approvals or the lapse of any relevant waiting or other time periods under applicable law or regulation of any jurisdiction to which the Acquisition, the Acquisition Agreement or the Tender Offer Documents may be subject to).

18.6 Governing law and enforcement

Subject to the Reservations:

(a) the choice of German law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and

(b) any judgment obtained in the Federal Republic of Germany in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

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18.7 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

18.8 No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

18.9 No default

(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect.

18.10 No misleading information

(a) Any factual information provided by the Borrower for the purposes of the Information Package was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections contained in the Information Package have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c) Nothing has occurred or been omitted from the Information Package and no information has been given or withheld that results in the information contained in the Information Package being untrue or misleading in any material respect.

(d) To the extent that any factual information, projections or omissions referred to above relate to a member of the Target Group the representations and warranties set out herein are made to the best of its knowledge.

18.11 Financial statements

(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements fairly represent in accordance with applicable GAAP its financial condition and operations (consolidated in

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the case of consolidated financial statements) during the relevant financial year.

18.12 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are mandatorily preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application.

18.13 No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which are reasonably likely to be adversely determined and, if so determined, are reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

18.14 No material adverse change

No material adverse change in the assets, business or financial condition of the Borrower or the Group taken as a whole, which could adversely affect the ability of the Borrower to perform its payment obligations under the Finance Documents has occurred since the date to which the Original Financial Statements relate.

18.15 Acquisition

It, BidCo and any other member of the Group (other than a member of the Target Group) which is a party to any Transaction Document have, in transacting the Acquisition, acted in accordance with the terms of the Transaction Documents and all applicable laws and regulations (in relation to anti-trust authorisations, clearances or approvals or the lapse of any related waiting or other time periods: limited to requirements arising under the laws and regulations of any member state of the European Union, the European Union and the United States of America (or any State thereof)), in each case where non-compliance would be materially adverse to the interests of the Lenders (in their capacity as such).

18.16 Target Shares

Immediately after the making of a Utilisation to finance the Merger, all Target Shares will be legally owned (directly or indirectly) by it free of any Security.

18.17 Investment Company Act

It is not an “investment company” within the meaning of the Investment Company Act of 1940 of the United States of America.

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18.18 ERISA

It and its Subsidiaries are in compliance with ERISA, except to the extent failure to comply could not reasonably be expected to have a Material Adverse Effect.

18.19 Federal Reserve Regulations

The proceeds of the Facility will not be used to buy or carry Margin Stock in violation of Regulations T, U or X of the board of governors of the US Federal Reserve System.

18.20 Repetition

(a) The Repeating Representations are made or deemed to be made by the Borrower (in each case by reference to the facts and circumstances then existing):

(i) on the Syndication Date; and

(ii) on the date of each Utilisation Request and Selection Notice in the related Utilisation Request or Selection Notice and on the first day of each Interest Period.

(b) The representations set out in Clauses 18.10 (No misleading information) and 18.14 (No material adverse change) are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the Syndication Date.

19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Financial statements and Material Subsidiaries list

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within 120 days after the end of each of its financial years:

(i) its audited unconsolidated annual financial statements for that financial year; and

(ii) the audited consolidated annual financial statements of the Group for that financial year;

(b) as soon as the same become available, but in any event within 90 days after the end of the relevant financial quarter of each of its financial years and only to the extent produced, its unaudited interim reports published

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pursuant to section 66 of the Exchange Rules (Börsenordnung) for the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) for the first, the second and the third quarter of each of its financial years; and

(c) together with each set of audited consolidated annual financial statements of the Group, a list of Material Subsidiaries evidencing compliance with the Minimum Coverage Test.

19.2 Requirements as to financial statements

(a) Each set of annual financial statements delivered by the Borrower pursuant to Clause 19.1 (Financial statements and Material Subsidiaries list) shall be certified by two directors of the Borrower as in accordance with applicable GAAP fairly representing its financial condition as at the date as at which those financial statements were drawn up.

(b) Each set of annual financial statements delivered by the Borrower pursuant to paragraph (a)(ii) of Clause 19.1 (Financial statements and Material Subsidiaries list) shall contain or be accompanied by a Subsidiaries’ list substantially equivalent to the Subsidiaries’ list set forth in the notes to the Original Financial Statements under the heading “Subsidiaries, Associates and other Equity Investments”.

(c) The Borrower shall subject to Clause 19.2(d) and (e) (Requirements as to financial statements) below procure that each set of financial statements of the Borrower delivered pursuant to Clause 19.1 (Financial statements and Material Subsidiaries list) is prepared using GAAP and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Borrower, unless in relation to any set of financial statements, it notifies the Agent that there has been a material change in GAAP, the accounting practices or reference periods in each case referred to in the notes, if any, to such financial statements provided that the Borrower is not obliged to make such notification referred to in this paragraph prior to supplying the financial statements to which such notification relates in accordance with Clause 19.1 (Financial statements and Material Subsidiaries list). Upon such notification the Agent acting reasonably shall be entitled to request the Borrower to deliver to the Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Borrower’s Original Financial Statements were prepared; and

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(ii) sufficient information, in form and substance as may be reasonably required by the Agent to enable the Lenders to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statement provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower.

(d) The Borrower may change the accounting principles applied to:

(i) the consolidated financial statements of the Group from US GAAP to IFRS or any other accounting principles which the Borrower may legally be required to adhere to; and

(ii) the unconsolidated financial statements of the Borrower from German GAAP to IFRS, if such unconsolidated financial statements are permitted by applicable law to be prepared on such basis instead of German GAAP.

The Borrower shall notify the Agent of such change of the accounting principles when for the first time supplying the financial statements prepared on such changed basis in accordance with Clause 19.1 (Financial statements and Material Subsidiaries list). In the event of any such change to the basis on which the relevant financial statements are prepared the Borrower shall upon request of the Agent promptly supply the Agent with sufficient information in form and substance as may be reasonably required by the Agent, prepared on the same basis as the Original Financial Statements to enable the Lenders to make a proper comparison between the financial position shown by any set of financial statements prepared on such changed basis and that under the Original Financial Statements, provided that nothing herein shall be interpreted so as to entitle the Agent to request any information from the Borrower the generation of which is either unduly onerous or impracticable for the Borrower and further provided that the Agent may only request such information with regard to the set of financial statements supplied pursuant to Clause 19.1(a) or 19.1(b) (Financial statements and Material Subsidiaries list) as the case may be to which the notification referred to above relates and in addition:

(i) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements and Material Subsidiaries list) the next set of financial statements

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supplied pursuant to Clause 19.1(b) (Financial statements and Material Subsidiaries list); or

(ii) if such notification is in relation to a set of financial statements supplied pursuant to Clause 19.1(b) (Financial statements and Material Subsidiaries list) the next set of financial statements supplied pursuant to Clause 19.1(a)(ii) (Financial statements and Material Subsidiaries list).

(e) Nothing herein shall be interpreted so as to limit the right of the Borrower to prepare:

(i) consolidated financial statements of the Group applying US GAAP accounting principles and parallel consolidated financial statements of the Group applying IFRS accounting principles or any other accounting principles which the Borrower may legally be required to adhere to, as the case may be; or

(ii) unconsolidated financial statements of the Borrower applying German GAAP accounting principles and parallel unconsolidated financial statements of the Borrower applying IFRS accounting principles,

provided that the Borrower shall not be obliged to notify the Agent of such parallel accounting. Upon the occurrence of a change as contemplated in Clause 19.2(d) (Requirements as to financial statements) the Lenders acting through the Agent however may not request the information referred to in Clause 19.2(d) (Requirements as to financial statements) if and to the extent the Borrower has provided a set of financial statements prepared on the basis of the accounting principles applied in parallel with each set of financial statements supplied pursuant to Clause 19.1(a) and 19.1(b) (Financial statements and Material Subsidiaries list) immediately prior to such change.

19.3 Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) all documents dispatched in paper form by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or

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pending against any member of the Group and which if adversely determined are reasonably likely to have a Material Adverse Effect;

(c) promptly, all official orders and Authorisations obtained in relation to the Acquisition Agreement and the Offer (if any);

(d) regularly, at any time following the signing of the Acquisition Agreement by the parties thereto but only until the Offer is closed, information as to the status and progress of the Offer;

(e) promptly, at any time following the signing of the Acquisition Agreement by the parties thereto but only until the Acquisition is consummated, the details of any amendment or change to, or waiver and/or consent granted under, the Acquisition Agreement and/or the Tender Offer Documents (other than those that are not permitted to be disclosed under applicable laws or regulation or of a minor or technical nature or that do not affect the interests of the Finance Parties in their capacity as such); and

(f) promptly, such other appropriate information regarding the financial condition, business and operations of the Group and (until the Acquisition has been consummated, to the extent accessible and permitted to be disclosed) of Target and the Target Group as the Agent or any Finance Party (through the Agent) may reasonably request in accordance with generally established customary banking practice and/or regulatory requirements. However, no information shall be requested with reference to generally established customary banking practice if this information does not fall into the type and scope of information required to be publicly disclosed under the current Exchange Rules (Börsenordnung) for the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) published by Deutsche Börse AG regarding issuers whose shares are admitted for trading in the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange and are quoted in the related “Prime Standard” segment, taking into account any disclosure exemptions agreed between the Borrower and Deutsche Börse AG.

19.4 Notification of default

(a) The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is

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continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.5 Use of Websites

(a) The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the “Designated Website”) if:

(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Borrower and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

(c) The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

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(v) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.

19.6 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of the Borrower or the composition of the shareholders of the Borrower after the date of this Agreement; or

(iii) a proposed assignment or assignment and transfer by assumption of contract (Vertragsübernahme) by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or assignment and transfer by assumption of contract (Vertragsübernahme),

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar

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checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

20. GENERAL UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1 Authorisations

The Borrower shall, and shall procure that BidCo and any other member of the Group (other than a member of the Target Group) that is a party to any Transaction Document will promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Agent of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Transaction Documents to which the relevant person is a party and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document to which the relevant person is a party.

20.2 Compliance

The Borrower shall:

(a) and shall procure that BidCo and any other member of the Group (other than a member of the Target Group) that is a party to any Transaction Document will, comply in all respects with the Acquisition Agreement and the Tender Offer Documents and all applicable laws relevant in the context of the Acquisition and the Offer (in relation to anti-trust authorisations, clearances or approvals or the lapse of any related waiting or other time periods: limited to requirements arising under the laws and regulations of any member state of the European Union, the European

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Union and the United States of America (or any State thereof)), in each case where non-compliance would be materially adverse to the interests of the Lenders (in their capacity as such); and

(b) comply in all respects with all other laws to which it may be subject, if failure so to comply would have a Material Adverse Effect.

20.3 Negative pledge

(a) The Borrower shall not (and the Borrower shall ensure that no Material Subsidiary will) create or permit to subsist any Security over any of its assets to secure Financial Indebtedness.

(b) Paragraph (a) above does not apply to:

(i) any Security listed in Schedule 6 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;

(ii) any Security arising by operation of law (or by an agreement having the same effect) in the ordinary course of business;

(iii) any Security arising under general business conditions in the ordinary course of business, including without limitation of any bank with whom the Borrower or a Material Subsidiary maintains a banking relationship in the ordinary course of business;

(iv) any Security over assets acquired if the Security is not created in contemplation of the acquisition of that asset by the Borrower or the relevant Material Subsidiary and the principal amount secured has not been increased in contemplation of or since such acquisition and the Security is removed or discharged within 12 months of the date of the effective acquisition of such asset;

(v) any Security over an asset of any member of the Group (other than the Borrower) which becomes a Material Subsidiary after the date of this Agreement (whether an existing member of the Group or any other entity which is acquired by a member of the Group after the date of this Agreement and upon such acquisition qualifies as Material Subsidiary) where such Security is created prior to the date on which it can be determined that the respective member of the Group has become a Material Subsidiary (such determination to be made as contemplated in the definition of “Material Subsidiary” in Clause 1.1 (Definitions)) or where the Material Subsidiary is an entity acquired after the date of this Agreement and upon such acquisition qualifies as a Material

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Subsidiary, such Security is created prior to and not in contemplation of such acquisition;

(vi) any Security arising in connection with conditional sale and retention of title agreements;

(vii) any Security arising pursuant to or in connection with:

(1) finance leases;

(2) securities lending transactions (including without limitation repurchase transactions);

(3) the sale, transfer or other disposal of receivables on recourse terms;

(4) cash management arrangements;

(5) netting or set-off arrangements; or

(6) framework / master agreements relating to derivatives transactions;

(viii) any Security over any asset held in Clearstream or Euroclear or any other securities depository or any clearing house in favour of any such securities depository or clearing house;

(ix) any Security granted to another member of the Group;

(x) any Security created or subsisting with the prior written consent of the Majority Lenders;

(xi) any Security created or subsisting to secure any obligations incurred in order to comply with the requirements of section 8a of the German Altersteilzeitgesetz and/or section 7e of the German Social Security Code (Sozialgesetzbuch IV) (if and to the extent the obligations so secured constitute Financial Indebtedness);

(xii) any Security in Margin Stock, but only to the extent Margin Stock constitutes more than 25 per cent. of the value of the assets of the Group; and

(xiii) any Security for Financial Indebtedness the amount of which (when aggregated with the amount of any other Financial Indebtedness which has the benefit of Security not permitted under the preceding exceptions) does not exceed

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Euro 250,000,000 (following conversion into Euro, if necessary) at any time.

20.4 Disposals

(a) The Borrower shall not (and the Borrower shall ensure that no Material Subsidiary will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or a substantial part of their respective assets.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:

(i) made in the ordinary course of business of the disposing entity;

(ii) made on arm’s length terms;

(iii) made in exchange for other assets comparable or superior as to type, value and quality;

(iv) made by one member of the Group to another member of the Group;

(v) required by law or any governmental authority or agency; or

(vi) of any Margin Stock acquired in connection with the Acquisition, but only to the extent such Margin Stock constitutes more than 25 per cent. of the value of the assets of the Group.

20.5 Merger

The Borrower shall not enter into any merger (Verschmelzung), unless the entity surviving the merger, in case it is the Borrower, retains, or in case it is the entity the Borrower is merged with, assumes all the obligations of the Borrower under the Finance Documents by operation of law or otherwise and the creditworthiness of such surviving entity is equal to or better than the creditworthiness of the Borrower immediately prior to the merger.

20.6 Change of business

The Borrower shall procure that no substantial change is made to the general nature of the business of the Group taken as a whole from that carried on at the date of this Agreement.

20.7 Insurance

The Borrower shall maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or a

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substantially similar business where failure to do so could have a Material Adverse Effect.

20.8 Pari passu ranking

The Borrower shall procure that the payment claims of the Finance Parties against the Borrower under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are mandatorily preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application.

20.9 Minimum Coverage Test

Alongside Material Subsidiaries pursuant to paragraph (a) of the definition thereof in Clause 1.1 (Definitions), the Borrower shall designate further of its Subsidiaries (the selection of such Subsidiaries to be at the Borrower’s discretion) as Material Subsidiaries, initially in the list referred to under paragraph (b) of item 3 (Financial information) of Schedule 2 (Conditions precedent) and thereafter in any list referred to in paragraph (c) of Clause 19.1 (Financial statements and Material Subsidiaries list) if and to the extent necessary to ensure that as at the date as of which, initially, the Original Financial Statements or, thereafter, the relevant financial statements delivered pursuant to paragraph (a) (ii) of Clause 19.1 (Financial statements and Material Subsidiaries list) were drawn up, the aggregate unconsolidated turnover of:

(i) the Material Subsidiaries pursuant to paragraph (a) of the definition thereof in Clause 1.1 (Definitions);

(ii) the Borrower; and

(iii) such further Subsidiaries

represents at least 75 per cent. of the consolidated turnover of the Group (such test, the “Minimum Coverage Test”) (calculated and determined as provided in the definition of “Material Subsidiary” in Clause 1.1 (Definitions)).

21. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 21 is an Event of Default (save for Clause 21.10 (Acceleration)). Without prejudice to the provisions of this Agreement, section 490(1) of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply.

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21.1 Non-payment

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by administrative or technical error; and

(b) payment is made within three Business Days of its due date.

21.2 Other obligations

(a) The Borrower does not comply with any other obligation of the Finance Documents.

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 14 Business Days of the earlier of the Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply.

21.3 Misrepresentation

Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and, where the circumstances underlying such misrepresentation or incorrect or misleading statement are capable of remedy, is not remedied within 14 Business Days of the earlier of the Agent giving notice to the Borrower or the Borrower becoming aware of the representation or statement being incorrect or misleading.

21.4 Cross default

(a) Any Financial Indebtedness of the Borrower or any Material Subsidiary is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of the Borrower or any Material Subsidiary is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) No Event of Default will occur under this Clause 21.4 if the aggregate amount of Financial Indebtedness falling within paragraphs (a) and (b) above is less than EUR 20,000,000 (or its equivalent in any other currency or currencies).

21.5 Insolvency

(a) The Borrower or any of its Material Subsidiaries is unable or admits inability to pay its debts as they fall due, suspends making payments on

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any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with any class of its creditors with a view to rescheduling any of its indebtedness.

(b) The Borrower or any of its German Material Subsidiaries is over-indebted within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung) or unable to pay its debt within the meaning of section 17 of the German Insolvency Code.

(c) Any Material Subsidiary being a French Company:

(i) is in a state of suspension of payments (cessation des paiements) or becomes insolvent for the purposes of insolvency law; or

(ii) in order to avoid a suspension of payments (cessation des paiements), commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(d) Any Material Subsidiary being a U.S. Company:

(i) applies for, or consents to, the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property;

(ii) makes a general assignment for the benefit of its creditors;

(iii) commences a voluntary case under Chapter 11 of the United States of America Code entitled Bankruptcy (or any successor thereof), as amended;

(iv) files a petition with respect to itself seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or winding up, or composition or readjustment of debts; or

(v) takes any corporate action for the purpose of effecting any of the foregoing with respect to itself.

21.6 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a) the opening of insolvency proceedings (including the taking of preliminary measures of a German insolvency court under section 21 of the German Insolvency Code), the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration

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or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or a Material Subsidiary (other than a U.S. Company or a French Company) other than a liquidation or reorganisation, in each case on a solvent basis, of a Material Subsidiary;

(b) a general composition, assignment or arrangement with any creditor of the Borrower or a Material Subsidiary (other than a U.S. Company or a French Company);

(c) the appointment of an insolvency administrator, a liquidator (other than in respect of a solvent liquidation of a Material Subsidiary), receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of the Borrower or a Material Subsidiary (other than a U.S. Company or a French Company) or any of its assets;

(d) any Material Subsidiary which is a French Company and:

(i) the bankruptcy, winding-up, dissolution, liquidation or for a transfer of the whole of the business of such French Company;

(ii) the suspension of payments or a moratorium of any indebtedness of any such French Company;

(iii) any procédure de conciliation or procédure de sauvegarde in respect of any such French Company; or

(iv) the making of an administration order or the appointment of a mandataire ad hoc, receiver, conciliator, liquidator, administrator or similar officer in respect of any such French Company, or any of its assets; or

(e) any Material Subsidiary which is a U.S. Company, without the application or consent of such U.S. Company, in any court of competent jurisdiction, seeking:

(i) its reorganization, liquidation, dissolution, arrangement or winding-up or the composition or readjustment of its debts;

(ii) the appointment of a receiver, custodian, trustee, examiner, liquidator or the like of the U.S. Company or of all or any substantial part of its property; or

(iii) similar relief in respect of the U.S. Company under any law relating to the bankruptcy insolvency, reorganization, winding-up or composition or adjustment of debts,

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and any such proceeding or case referred to in paragraphs (i) to (iii) above continues undismissed, or an order, judgment or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect, for a period of 60 or more days, or an order for relief against the U.S. Company shall be entered in an involuntary case under 11 U.S.C. §101 et seq. of the United States of America Code entitled Bankruptcy (or any successor thereto) as amended,

or any analogous procedure or step is taken in any jurisdiction.

21.7 Cessation of Business

The Borrower suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

21.8 Unlawfulness

It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents.

21.9 Invalidity/Repudiation

Any Finance Document becomes invalid or ineffective or the Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

21.10 Acceleration

Subject to Clause 4.4 (Certain Funds Period) and Clause 4.5 (Clean-up), on and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders provided that such Loans (or part thereof) shall cease to be payable on demand if no Event of Default is continuing whereupon such Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement.

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SECTION 8

CHANGES TO PARTIES

22. CHANGES TO THE LENDERS

22.1 Assignments and transfers by the Lenders

Subject to this Clause 22, a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) assign and transfer by assumption of contract (Vertragsübernahme) any of its rights and obligations,

to:

(i) another bank or financial institution;

(ii) a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets; or

(iii) any other assignee or transferee in connection with the implementation of any customary hedging and/or de-risking instrument,

(the “New Lender”).

22.2 Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)

(a) The prior written consent of the Borrower is required for an assignment or an assignment and transfer by assumption of contract (Vertragsübernahme) by an Existing Lender, unless:

(i) in respect of any assignment or assignment and transfer by assumption of contract (Vertragsübernahme) made prior to the end of the Certain Funds Period, the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) is made:

(A) to any person identified in Schedule 12 (Permitted Transferees) or otherwise referred to in paragraph 4.2 of the Syndication and Fees Letter;

(B) to another Lender or an Affiliate of a Lender;

(C) if and when an Event of Default (other than a Major Default) has occurred and is continuing, to a bank or financial institution with a long term credit rating of A3 or

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an equivalent rating (or, in each case, above) assigned at the time the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) takes effect to the bank or financial institution by Moody’s and/or any of the two other rating agencies of international standing which are market leaders on the date of this Agreement; or

(D) if and when a Major Default has occurred and is continuing;

(ii) in respect of any assignment or assignment and transfer by assumption of contract (Vertragsübernahme) made after the end of the Certain Funds Period, the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) is made:

(A) to a bank or financial institution with a long term credit rating of A3 or an equivalent rating (or, in each case, above) assigned at the time the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) takes effect to the bank or financial institution by Moody’s and/or any of the two other rating agencies of international standing which are market leaders on the date of this Agreement;

(B) to another Lender or an Affiliate of a Lender; or

(C) if and when an Event of Default has occurred and is continuing.

(b) In case the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) is made after the expiry of the Certain Funds Period to another bank or financial institution, the consent of the Borrower required pursuant to paragraph (a) above must not be unreasonably withheld or delayed. In each case, the Borrower will be deemed to have given its consent ten Business Days after the request of an Existing Lender for such consent has become effective pursuant to Clause 29 (Notices) unless consent is expressly refused by the Borrower within that time.

(c) The consent of the Borrower to an assignment or assignment and transfer by assumption of contract (Vertragsübernahme) must not be withheld solely because the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) may result in an increase to the Mandatory Cost.

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(d) An assignment will be effective on acceptance by the Agent of an otherwise duly completed Assignment Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to the next sentence, as soon as reasonably practicable after receipt by it of a duly completed Assignment Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, accept that Assignment Certificate. The Agent shall only be obliged to accept an Assignment Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(e) An assignment and transfer by assumption of contract (Vertragsübernahme) will only be effective if the procedure set out in Clause 22.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)) is complied with.

(f) If:

(i) a Lender assigns or assigns and transfers by assumption of contract (Vertragsübernahme) any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, assignment and transfer by assumption of contract (Vertragsübernahme) or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Tax gross-up and indemnities) or Clause 14 (Increased costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, assignment and transfer by assumption of contract (Vertragsübernahme) or change had not occurred.

(g) Each New Lender, by executing the relevant Transfer Certificate or Assignment Certificate confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the assignment or assignment and transfer by assumption of contract (Vertragsübernahme) becomes effective in accordance with this

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Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

(h) No assignment or assignment and transfer by assumption of contract (Vertragsübernahme) may violate any applicable law, including any laws and regulations of the United States of America (or any State thereof).

22.3 Fees

(a) The New Lender shall, on the date upon which an assignment or assignment and transfer by assumption of contract (Vertragsübernahme) takes effect, pay to the Agent (for its own account) a fee of EUR 3,000.

(b) The Lender shall, on the date upon which a change of Facility Office takes effect, pay to the Agent (for its own account) a fee of EUR 3,000.

(c) This Clause 22.3 shall not apply to any assignment and transfer by assumption of contract (Vertragsübernahme) by an Original Lender to a New Lender during primary syndication.

22.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of the Borrower or any other member of the Group;

(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its

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participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-assignment or a re-assignment and re-transfer by assumption of contract (Vertragsübernahme) from a New Lender of any of the rights and obligations assigned or assigned and transferred by assumption of contract (Vertragsübernahme) under this Clause 22; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

22.5 Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)

(a) Subject to the conditions set out in Clause 22.2 (Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)) an assignment and transfer by assumption of contract (Vertragsübernahme) is effected in accordance with paragraph (c) below when the Agent accepts an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, accept that Transfer Certificate.

(b) The Agent shall only be obliged to accept a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

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(c) Subject to Clause 22.8 (Pro rata interest settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to assign and transfer by assumption of contract (Vertragsübernahme) its rights and obligations under the Finance Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) each of the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(iii) the Agent, the Mandated Lead Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the assignment and transfer by assumption of contract (Vertragsübernahme) and to that extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

22.6 Copy of Assignment Certificate, Transfer Certificate or Increase Confirmation to Borrower

The Agent shall, as soon as reasonably practicable after it has accepted an Assignment Certificate, a Transfer Certificate or an Increase Confirmation, send to the Borrower a copy of that Assignment Certificate, Transfer Certificate or Increase Confirmation.

22.7 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 22, each Lender may without consulting with or obtaining consent from the Borrower, at any time assign, charge, pledge or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its credit claims resulting from

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Loans made under the Finance Documents to secure obligations of that Lender to the European Central Bank, any other supranational bank or any other federal reserve or central bank of any member of the Organisation for Economic Co-operation and Development (OECD) provided that no such assignment, charge, pledge or other Security shall:

(a) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant assignment, charge, pledge or other Security for the Lender as a party to any of the Finance Documents; or

(b) require any payments to be made by the Borrower other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

22.8 Pro rata interest settlement

If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any assignment pursuant to Clause 22.2(d) (Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)) or assignment and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 22.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)) the Assignment Date or Transfer Date, respectively, of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Assignment Date or Transfer Date, respectively, (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period); and

(b) the rights assigned or assigned and transferred by assumption of contract (Vertragsübernahme) by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

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(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 22.8, have been payable to it on that date, but after deduction of the Accrued Amounts.

23. CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

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SECTION 9

THE FINANCE PARTIES

24. ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS

24.1 Appointment of the Agent

(a) Each other Finance Party appoints the Agent to act as its agent and attorney (Stellvertreter) under and in connection with the Finance Documents.

(b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c) Each other Finance Party hereby relieves the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Finance Party. A Finance Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly.

24.2 Duties of the Agent

(a) Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(b) Without prejudice to Clause 22.6 (Copy of Assignment Certificate, Transfer Certificate or Increase Confirmation to Borrower), paragraph (a) above shall not apply to any Transfer Certificate, Assignment Certificate or Increase Confirmation.

(c) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Mandated Lead Arrangers) under this Agreement it shall promptly notify the other Finance Parties.

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(f) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

24.3 Role of the Mandated Lead Arrangers

Except as specifically provided in the Finance Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.

24.4 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent or any Mandated Lead Arranger as a trustee (Treuhänder) of any other person. Neither the Agent nor any Mandated Lead Arranger has any financial or commercial duty of care (Vermögensfürsorgepflicht) for any person.

(b) Neither the Agent nor any Mandated Lead Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

24.5 Business with the Group

The Agent and the Mandated Lead Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

24.6 Rights and discretions of the Agent

(a) The Agent may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

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(d) The Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrower and shall disclose the same upon the written request of the Borrower, the Majority Lenders or the Defaulting Lender.

(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

24.7 Majority Lenders’ instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

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24.8 Responsibility for documentation

Neither the Agent nor any of the Mandated Lead Arrangers:

(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Mandated Lead Arrangers, the Borrower or any other person given in or in connection with any Finance Document or the Information Package;

(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document; or

(c) is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

24.9 Exclusion of liability

(a) Without limiting paragraph (b) below, the Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause pursuant to section 328 para 1 of the German Civil Code (Bürgerliches Gesetzbuch) (echter berechtigender Vertrag zugunsten Dritter).

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or any Mandated Lead Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may

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not rely on any statement in relation to such checks made by the Agent or the Mandated Lead Arrangers.

24.10 Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).

24.11 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates acting through an office in Frankfurt am Main, London or Luxembourg as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent not rated lower than “A” by Standard and Poor’s Financial Services LLC.

(d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(e) The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 24. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b)

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above. In this event, the Agent shall resign in accordance with paragraph (b) above.

24.12 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

24.13 Relationship with the Lenders

(a) Subject to Clause 22.8 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

(c) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 29.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 29.2 (Addresses) and paragraph (a)(iii) of Clause 29.5 (Electronic

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communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

24.14 Credit appraisal by the Lenders

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Mandated Lead Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy and/or completeness of the Information Package and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

24.15 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

24.16 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance

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Documents that Party shall be regarded as having received any amount so deducted.

25. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

Unless expressly provided for otherwise in this Agreement no provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

26. SHARING AMONG THE FINANCE PARTIES

26.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Borrower other than in accordance with Clause 27 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 27 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 27.5 (Partial payments).

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26.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 27.5 (Partial payments).

26.3 Recovering Finance Party’s rights

(a) On a distribution by the Agent under Clause 26.2 (Redistribution of payments), the Recovering Finance Party shall be entitled to receive by way of assignment the rights of the Finance Parties to the extent they have shared in the redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the Borrower shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable after notification by the Agent to the Borrower that and to whom such amount is payable with reference to this Clause 26.3 (b).

26.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 26.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party’s rights of assignment in respect of any reimbursement shall be cancelled and the Borrower will be liable to the reimbursing Finance Party for the amount so reimbursed and the Recovering Finance Party shall re-assign to the relevant Finance Party any claim assigned to it by that Finance Party pursuant to paragraph (a) of Clause 26.3 (Recovering Finance Party’s rights).

26.5 Exceptions

(a) This Clause 26 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.

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(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 10

ADMINISTRATION

27. PAYMENT MECHANICS

27.1 Payments to the Agent

(a) On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account with such bank as the Agent specifies.

27.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 27.3 (Distributions to the Borrower), Clause 27.4 (Clawback) and Clause 24.16 (Deduction from amounts payable by the Agent) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account with such bank as that Party may notify to the Agent (unless, for the avoidance of doubt, notified by the Borrower in a Utilisation Request) by not less than five Business Days’ notice.

27.3 Distributions to the Borrower

The Agent may (with the consent of the Borrower or in accordance with Clause 28 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

27.4 Clawback

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract)

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was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

27.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Mandated Lead Arrangers under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

27.6 No set-off by the Borrower

(a) All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim unless:

(i) the counterclaim is undisputed or has been confirmed in a final non-appealable judgement; or

(ii) it is a set-off by the Borrower of any satisfiable (erfüllbar) obligation (within the meaning of section 387 of the German Civil Code (Bürgerliches Gesetzbuch)) owed by it under the Finance Documents to any Lender against any obligation owed and expressed to be due and payable by that Lender to the Borrower if:

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(1) at the time the set-off is expressed to take effect, that Lender is a Defaulting Lender (regardless of the place of payment, booking branch of the relevant Lender or currency of either obligation, provided that if the obligations are in different currencies, the Borrower may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off); and

(2) the Borrower has delivered to the Agent a statement signed by two directors or other authorised signatories of the Borrower certifying the validity (Wirksamkeit) of the relevant obligation owed by that Lender to the Borrower and that such obligation has become due and payable (fällig) to the Borrower but remains unpaid.

(b) The Agent may rely on any statement delivered pursuant to paragraph (a)(ii)(2) above in accordance with paragraph (a)(ii) of Clause 24.6 (Rights and discretions of the Agent).

27.7 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

27.8 Currency of account

(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

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(e) Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

28. SET-OFF

A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents against any satisfiable (erfüllbar) obligation (within the meaning of section 387 of the German Civil Code (Bürgerliches Gesetzbuch)) owed by that Finance Party to the Borrower; regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

29. NOTICES

29.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter or (except in the case of a Utilisation Request) by means of telecommunication (telekommunikative Übermittlung) by electronic mail or attached as an electronic photocopy (“pdf.”, “tif.” or any other format agreed with the Agent) to electronic mail.

29.2 Addresses

The address, fax number and electronic mail address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Borrower, that identified with its name below;

(b) in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent and each Mandated Lead Arranger, that identified with its name below,

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

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29.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective when received (zugegangen), in particular:

(i) if by way of fax or telecommunication, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 29.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to the Borrower shall be sent through the Agent.

29.4 Notification of address and fax number

Promptly upon receipt of notification of an address, fax number or electronic mail address or change of address, fax number or electronic mail address pursuant to Clause 29.2 (Addresses) or changing its own address, fax number or electronic mail address the Agent shall notify the other Parties.

29.5 Electronic communication

(a) Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

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(b) Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

29.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents (other than the documents referred to in paragraphs (a) and (b) of item 1 (Corporate documents) of Schedule 2 (Conditions Precedent)) provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

30. CALCULATIONS AND CERTIFICATES

30.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence (Beweis des ersten Anscheins) of the matters to which they relate.

30.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence (Beweis des ersten Anscheins) of the matters to which it relates.

30.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the European interbank market differs, in accordance with that market practice.

31. PARTIAL INVALIDITY

The Parties agree that should at any time, any provisions of this Agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) this

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will indisputably (unwiderlegbar) not affect the validity or effectiveness of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any Party having to argue (darlegen) and prove (beweisen) the Parties intent to uphold this Agreement even without the void, invalid or ineffective provisions.

The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement.

32. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

33. AMENDMENTS AND WAIVERS

33.1 Required consents

(a) Subject to Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

33.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

(iii) a reduction in the applicable Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv) an increase in or an extension of any Commitment;

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(v) a change to the Borrower;

(vi) any extension of the Availability Period;

(vii) any provision which expressly requires the consent of all the Lenders; or

(viii) Clause 2.3 (Finance Parties’ rights and obligations), Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events), Clause 22 (Changes to the Lenders) or this Clause 33,

shall not be made without the prior consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of the Agent or the Mandated Lead Arrangers (each in their capacity as such) may not be effected without the consent of the Agent or, as the case may be, the Mandated Lead Arrangers.

33.3 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has an Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender’s Commitment will be reduced by the amount of its Available Commitment.

(b) For the purposes of this Clause 33.3, the Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b), (c) or (d) of the definition of “Defaulting Lender” in Clause 1.1 (Definitions) has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

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33.4 Replacement of a Defaulting Lender

(a) The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 4 Business Days’ prior written notice to the Agent and such Lender:

(i) replace such Lender by requiring such Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by applicable laws and regulations, such Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; or

(ii) require such Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by applicable laws and regulations, such Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender,

to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 22.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:

(i) the Borrower shall have no right to replace the Agent;

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

(iii) the transfer must take place no later than 10 days after the notice referred to in paragraph (a) above; and

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(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

34. CONFIDENTIALITY

34.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 34.2 (Disclosure of Confidential Information) and Clause 34.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

34.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality equivalent to the confidentiality requirements set forth in this Clause 34.2 in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or assigns and transfers by assumption of contract (Vertragsübernahme) (or may potentially assign or assign and transfer by assumption of contract (Vertragsübernahme)) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers, in each case provided that the underlying assignment or assignment and transfer by assumption of contract (Vertragsübernahme) is permitted pursuant to the terms of this Agreement;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in

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relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or the Borrower and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 24.13 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above (for the avoidance of doubt including any investor or a potential investor in a securitisation (or similar transaction) of a Lender’s rights or obligations under the Finance Documents);

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 22.7 (Security over Lenders’ rights), in each case provided that the underlying provision of Security is permitted pursuant to the terms of this Agreement;

(vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii) who is a Party; or

(ix) with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(1) in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the person to whom the Confidential Information is to be

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given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(2) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality equivalent to the confidentiality requirements set forth in this Clause 34.2 in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(3) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Borrower if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

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34.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or the Borrower the following information:

(i) name of Borrower;

(ii) country of domicile of Borrower;

(iii) place of incorporation of Borrower;

(iv) date of this Agreement;

(v) the names of the Agent and the Mandated Lead Arrangers;

(vi) amount of Total Commitments;

(vii) currency of the Facility;

(viii) type of the Facility;

(ix) ranking of the Facility; and

(x) Termination Date for the Facility,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or the Borrower by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The Borrower represents that none of the information set out in paragraphs (i) to (x) of paragraph (a) above is unpublished price-sensitive information.

(d) In the event:

(i) of any amendment or restatement of this Agreement;

(ii) of changes to any of the information previously supplied pursuant to paragraph (a) above; or

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(iii) any Finance Party proposes to disclose to any numbering service provider any information other than the information referred to in paragraph (a) above,

the Agent or (in the case of sub-paragraph (iii) above) the relevant Finance Party may request the Borrower to permit disclosure to any numbering service provider for the purposes referred to in paragraph (a) above of:

(1) the date of such amendment or restatement; or

(2) such changes or other information.

The Borrower shall permit such disclosure if, in its reasonable opinion, such disclosure does not conflict with statutory rules of confidentiality applicable to the Borrower or its directors, including the rules of the German Securities Trading Act (Wertpapierhandelsgesetz) relating to unpublished price-sensitive information and if it does permit such disclosure, the Borrower will be deemed to have represented that the respective information is not unpublished price-sensitive information.

(e) The Agent shall notify the Borrower and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or the Borrower; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or the Borrower by such numbering service provider.

34.4 Entire agreement

This Clause 34 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

34.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

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34.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 34.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 34 (Confidentiality).

34.7 Continuing obligations

The obligations in this Clause 34 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

(a) the date on which all amounts payable by the Borrower under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

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SECTION 11

GOVERNING LAW AND ENFORCEMENT

35. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by German law.

36. JURISDICTION

The district court (Landgericht) of Frankfurt am Main shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement).

37. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)

37.1 The Parties to this Agreement may choose to conclude this Agreement by an exchange of signed signature page(s), transmitted by means of telecommunication (telekommunikative Übermittlung) by way of fax or attached as an electronic photocopy (pdf., tif., etc.) to electronic mail.

37.2 If the Parties to this Agreement choose to conclude this Agreement in accordance with Clause 37.1 above, they will transmit the signed signature page(s) of this Agreement to Dr. David Barst, Hengeler Mueller, Fax: +49 69 17095 7 229, E-mail: david.barst@hengeler.com (the “Recipient”). The Agreement will be considered concluded once the Recipient has actually received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all Parties to this Agreement and at the time of the receipt of the last outstanding signature page(s).

37.3 For the purposes of this Clause 37 only, the Parties to this Agreement appoint the Recipient as agent of receipt (Empfangsvertreter) and expressly allow (gestatten) the Recipient to collect the signed signature page(s) from all and for all Parties to this Agreement. For the avoidance of doubt, the Recipient will have no further duties connected with its position as Recipient. In particular, the Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

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SCHEDULE 1

The Original Lenders

Name of Original Lender	Commitment (EUR)
Barclays Bank PLC	1,375,000,000.00
Deutsche Bank Luxembourg S.A.	1,375,000,000.00
TOTAL	2,750,000,000.00

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SCHEDULE 2

CONDITIONS PRECEDENT

1. Corporate documents

(a) Copy of the articles of association (Satzung) of the Borrower.

(b) Copy of an excerpt (Ausdruck) from the competent commercial register (Handelsregister) of recent date relating to the Borrower.

(c) Specimen of the signatures of each person authorised to execute the Finance Documents or any document or notice in connection with any Finance Document, in each case on behalf of the Borrower.

(d) Certification of an authorised signatory of the Borrower that each copy document specified in this Schedule 2 is correct, complete and in full force and effect as of a date no earlier than the date of this Agreement.

(e) A confirmation by the Borrower’s general counsel confirming that all corporate and other action (including the adoption of board resolutions) required to authorise the entry into, delivery and performance of the Transaction Documents by the Borrower and/or BidCo and/or any other member of the Group (other than a member of the Target Group) which is a party to any Transaction Document has been taken as at the time the relevant Transaction Document was entered into and that any such authorisation continues to be in full force and effect.

2. Acquisition related documents and evidence

(a) A copy of the (executed, published or, as applicable, filed) Acquisition Agreement and Tender Offer Documents each in its then current form at the time of delivery (provided that delivery of any such document shall satisfy this condition precedent irrespective of their actual content).

(b) Evidence that the Target’s board of directors has recommended that holders of Target Shares accept the Offer and tender their Target Shares to BidCo (provided that delivery of a copy of a Schedule 14D-9 that contains such a recommendation and has been filed by the Target with the U.S. Securities and Exchange Commission shall satisfy this condition precedent).

3. Financial information

(a) The Original Financial Statements of the Borrower.

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(b) A list of the initial Material Subsidiaries evidencing compliance with the Minimum Coverage Test.

4. Legal opinions

(a) Legal opinion from Allen & Overy LLP, legal advisors to the Borrower, as to matters of German law on the due incorporation of, the capacity and authority (in this respect relying on the inhouse certificate referred to under item 1 (e) above) of the Borrower and the valid representation of the Borrower at the execution of this Agreement.

(b) Legal opinion from Hengeler Mueller, Partnerschaft von Rechtsanwälten, legal advisors to the Mandated Lead Arrangers, as to matters of German law on the legality, validity and enforceability of this Agreement.

5. Miscellaneous

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees) and Clause 17 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.

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SCHEDULE 3

Requests

Part I – Form of Utilisation Request

From: SAP AG

To:     [Agent]

Dated:

Dear Sirs

SAP AG – EUR 2,750,000,000 Credit Facility Agreement

dated 21 May 2010 (the “Agreement”)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. This Utilisation Request is [not] for an Acquisition Utilisation.

3. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[—]	(or, if that is not a Business Day, the next Business Day)
Currency of Loan:	[—]
Amount:	[—]	or, if less, the Available Facility
Interest Period:	[—]

4. We confirm that (i) each condition specified in Clause 4.2[(b)(i) and] ¹ (b)(ii)(A) (Further conditions precedent) is satisfied on the date of this Utilisation Request and (ii) the Repeating Representations are true in all material respects on the date of this Utilisation Request as if made by reference to the facts and circumstances existing on the date hereof.

5. The proceeds of this Loan should be credited to [account].

6. This Utilisation Request is irrevocable.

7. This Utilisation Request is governed by German law.

¹ To be inserted only in the case of a Utilisation Request for an Acquisition Utilisation.

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Yours faithfully

authorised signatory for

SAP AG

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Part II – Form of Selection Notice

From: SAP AG

To:    [Agent]

Dated:

Dear Sirs

SAP AG – EUR 2,750,000,000 Credit Facility Agreement

dated 21 May 2010 (the “Agreement”)

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the following Loan[s] in [identify currency] with an Interest Period ending on [            ].

3. [We request that the above Loan[s] be divided into [            ] Loans with the following Base Currency Amounts and Interest Periods: [            ].] or

4. [We request that the next Interest Period for the above Loan[s] is [            ].]

5. [We request that the above Loan[s] [is]/[are] [denominated in the same currency for the next Interest Period]/[denominated in the following currency [            ]. As this results in a change of currency we confirm that each condition specified in the Agreement which must be satisfied on the date of this Selection Notice is so satisfied. The proceeds of any change in currency should be credited to [account].]

6. We confirm that the Repeating Representations are true in all material respects on the date of this Selection Notice as if made by reference to the facts and circumstances existing on the date hereof.

7. This Selection Notice is irrevocable.

8. This Selection Notice is governed by German law.

Yours faithfully

authorised signatory for

SAP AG

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SCHEDULE 4

Mandatory Cost Formulae

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions), or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

EX0.01	per cent. per annum.
300

Where:

(E) is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “Fees Rules” means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

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(b) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(c) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

7. Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

8. The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

9. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.

10. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each

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Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

11. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

12. The Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

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SCHEDULE 5

FORMS OF TRANSFER AND ASSIGNMENT CERTIFICATES

Part I

Form of Transfer Certificate

To: [—] as Agent

From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated:

SAP AG – EUR 2,750,000,000 Credit Facility Agreement

dated 21 May 2010 (the “Agreement”)

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 22.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)):

(a) The Existing Lender and the New Lender agree to the Existing Lender assigning and transferring to the New Lender by assumption of contract (Vertragsübernahme) all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 22.5 (Procedure for assignment and transfer by assumption of contract (Vertragsübernahme)).

(b) The proposed Transfer Date is [—].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders).

The New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches

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Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law as provided for in paragraph (c) of Clause 24.1 (Appointment of the Agent).

4. The New Lender confirms, for the benefit of the Agent and without liability to the Borrower, that it is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender].

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by German law.

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THE SCHEDULE

Commitment/rights and obligations to be assigned and transferred by assumption

of contract (Vertragsübernahme)

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account

details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent on [        ].

[Agent]

By:

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Part II

Form of Assignment Certificate

To: [            ] as Agent

From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated:

SAP AG – EUR 2,750,000,000 Credit Facility Agreement

dated 21 May 2010 (the “Agreement”)

1. We refer to the Agreement. This is an Assignment Certificate. Terms defined in the Agreement have the same meaning in this Assignment Certificate unless given a different meaning in this Assignment Certificate.

2. We refer to Clause 22.2(d) (Conditions of assignment or assignment and transfer by assumption of contract (Vertragsübernahme)) of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender assigning to the New Lender all or part of the Existing Lender’s rights, as referred to in the Schedule.

(b) The proposed Assignment Date is [—].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 29.2 (Addresses) of the Agreement are set out in the Schedule.

3. The New Lender confirms that it will assume the same obligations to the other Finance Parties as it would have been under if the New Lender had been an Original Lender to the extent such obligations relate to the rights proposed to be assigned hereby, including, without limitation, any obligations under Clause 26 (Sharing among the Finance Parties) of the Agreement.

4. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

The New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law as provided for in paragraph (c) of Clause 24.1 (Appointment of the Agent).

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5. The New Lender confirms, for the benefit of the Agent and without liability to the Borrower, that it is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender].

6. This Assignment Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Certificate.

7. This Assignment Certificate and any non-contractual obligations arising out of or in connection with it are governed by German law.

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THE SCHEDULE

Rights to be assigned

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account

details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Certificate is accepted by the Agent on [        ].

[Agent]

By:

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SCHEDULE 6

Existing Security

Name of Borrower or Material Subsidiary Security Total Principal Amount of Financial Indebtedness Secured

None at present.

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SCHEDULE 7

CONFIDENTIALITY UNDERTAKING

[Letterhead of Lender]

To: [insert name of contemplated recipient of information]

Re: The Agreement (Syndicated Dual-Currency Term Loan Facility Agreement)

Borrower:	SAP AG
Date:	21 May 2010
Amount:	EUR 2,750,000,000
Agent:	[Deutsche Bank Luxembourg S.A.]

Dear Sirs

We understand that you are considering participating in the Agreement. In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows:

1. Confidentiality Undertaking You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, (b) to keep confidential and not to disclose to anyone the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facility (c) to use the Confidential Information only for the Permitted Purpose, (d) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph 2(c) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it, and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Facility.

2. Permitted Disclosure We agree that you may disclose Confidential Information:

(a) to members of the Participant Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Participant Group;

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(b) subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquire under the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Agreement or the Borrower or any member of the Group so long as that person has delivered a letter to you in equivalent form to this letter; and

(c) (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Participant Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Participant Group.

Further, notwithstanding any of the provisions of this letter, we agree that you may disclose to any and all persons, without limitation of any kind, the US tax treatment and US tax structure of the transaction and any materials of any kind (including opinions or other tax analysis) that are provided to you relating thereto other than any information the disclosure of which would breach applicable securities laws.

3. Notification of Required or Unauthorised Disclosure You agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure under paragraph 2 (c) or upon becoming aware that Confidential Information has been disclosed in breach of this letter.

4. Return of Copies If we so request in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2(b) and (c) above.

5. Continuing Obligations The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if you become a party to the agreement documenting

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the Facility or (b) the date falling twelve months after the date of this letter, provided that in case of this paragraph (b) only if you have received a request pursuant to paragraph 4 (Return of Copies) within that twelve-month period and have not complied with such request by the end of such twelve-month period the obligations in this letter shall continue until you have complied with such request, provided always that (notwithstanding anything to the contrary contained herein) no obligations in this letter shall continue for any reason whatsoever beyond, and shall irrevocably and automatically expire immediately upon, the date falling twenty-four months after the date of this letter.

6. No Representation; Consequences of Breach, etc You acknowledge and agree that:

(a) neither we nor any member of the Group nor any of our or their respective officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or be otherwise liable to you or any other person in respect to the Confidential Information or any such information; and

(b) we or members of the Group may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

7. No Waiver; Amendments, etc This letter sets out the full extent of your obligations of confidentiality owed to us in relation to the information the subject of this letter. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges hereunder. The terms of this letter and your obligations hereunder may only be amended or modified by written agreement between us with the prior written consent of SAP AG.

8. Inside Information You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and you undertake not to use any Confidential Information for any unlawful purpose.

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9. Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of SAP AG and each other member of the Group - in the form of a third party agreement (echter berechtigender Vertrag zugunsten Dritter, section 328 of the German Civil Code (Bürgerliches Gesetzbuch)).

10. Third Party Rights Subject to sections 6 and 9 above, the terms of this letter may be enforced and relied upon only by you or us. Notwithstanding any provision of this letter, the parties to this letter require the consent of the Borrower but not of any other Relevant Person to rescind or vary this letter at any time.

11. Governing Law and Jurisdiction This letter (including the agreement constituted by your acknowledgement of its terms) shall be governed by and construed in accordance with the laws of the Federal Republic of Germany and the parties submit to the non-exclusive jurisdiction of the district courts (Landgericht) of Frankfurt am Main.

12. Definitions In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and:

“Confidential Information” means any information relating to the Borrower, the Group, the Agreement and the Facility including, without limitation, the related information package provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known (and has been lawfully obtained) by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you thereafter, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality;

“Facility” means the dual-currency term loan facility made available under the Agreement;

“Group” means the Borrower and each of its affiliated entities as contemplated in section 15 of the German Stock Corporation Act (Aktiengesetz);

“Participant Group” means you and each of your affiliated entities as contemplated in section 15 of the German Stock Corporation Act (Aktiengesetz);

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“Permitted Purpose” means exclusively considering and evaluating whether to participate in the Facility.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

For and on behalf of

[Lender]

To:	1. [Lender]
	2. SAP AG

We acknowledge and agree to the above:

For and on behalf of

[potential transferee]

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SCHEDULE 8

Timetables

	Loans in Euro		Loans in Optional Currency
	AU	Non-AU	AU	Non-AU
Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	U-2 10.00am	U-3 11.00am	U-2 10.00am	U-3 11.00am
Delivery of a duly completed Selection Notice (Clause 10.1 (Selection of Interest Periods))	U-3 11.00am		U-3 11.00am
Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’ participation)	—		U-2 12.00 noon	U-3 12.00 noon
Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	U-2 12.30pm	U-3 03.00pm	U-2 12.30pm	U-3 03.00pm
Agent determines amount of Loan in Optional Currency in accordance with Clause 6.2 (Change of currency)	—		U-3 12.00 noon
Agent determines amount of Loan in Optional Currency in accordance with Clause 6.3 (a) (Optional Currency during successive Interest Periods)	—		Quotation Day for the second Interest Period 12.00 noon
EURIBOR or LIBOR is fixed	Quotation Day as of 11:00am Brussels time in respect of EURIBOR		Quotation Day as of 11:00am London time in respect of LIBOR

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“AU” =	Acquisition Utilisation
“Non-AU” =	Any Utilisation which is not an Acquisition Utilisation
“U” =	Utilisation Date
“U - X” =	X Business Days prior to Utilisation Date/first day of relevant Interest Period

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SCHEDULE 9

Reservations

I. Germany

1. The obligations expressed to be assumed under the Transaction Documents are subject to the limitations arising from the laws relating to bankruptcy, insolvency and all other laws affecting the rights of creditors generally.

2. Any enforcement in Germany of the Transaction Documents will be subject to generally applicable laws as applied by the courts or other competent authority of Germany.

3. General German law requirements of fair dealing (Treu und Glauben) and public policy may lead to the application of general principles of German law being upheld in German courts or may render contracts or commitments void, voidable, not enforceable in accordance with their terms, or unenforceable.

4. As regards payments made by a German resident to a non-resident, a notification has to be made to Deutsche Bundesbank for statistical purposes pursuant to section 59 et seq. German Foreign Trade and Payment Regulation (Außenwirtschaftsverordnung). The notification has to be filed by the relevant payor. Any omission of such notification may trigger an administrative fine (Bußgeld) under the Foreign Trade and Payment Regulation, but will neither affect the validity or enforceability of this Agreement nor otherwise cause disadvantageous legal consequences for non-resident legal entities or individuals receiving such payment.

5. Pursuant to section 489 of the German Civil Code (Bürgerliches Gesetzbuch) the Borrower may repay a loan facility with a variable interest rate at any time with three months’ notice and may repay any loan facility with a fixed interest rate at the end of each period for which the interest is fixed, in each case without having to pay prepayment or breakage costs.

6. If a shareholder of a German GmbH (Gesellschaft mit beschränkter Haftung) has granted a loan to the GmbH the claim for repayment of such loan will be subordinated as a matter of statutory law in insolvency proceedings over such GmbH’s assets. The same rule applies in connection with other economically equivalent payment claims of the shareholder against the company. Under certain circumstances this may also apply to a third party if such third party has a certain degree of control over the management of the GmbH which puts it in a shareholder-like position.

130

These principles will, in principle, apply mutatis mutandis to a stock corporation (Aktiengesellschaft) and to third parties having the above-described degree of control over the management of a stock corporation.

7. If and to the extent that a claim of a Finance Party against the Borrower were to be construed to constitute a shareholder loan pursuant to the criteria set out in item 6 above, any payment by the Borrower on such claim effected within one year prior to the application for the opening of insolvency proceedings would be subject to claw-back by the insolvency receiver.

8. Where contractual or legal consequences are attached to the occurrence or non-occurrence of an event a German court would have discretion to decide (upon evidence being brought to it) whether such event has occurred.

9. Any provision in the Finance Documents providing that certain certifications or determinations will be conclusive, binding and authoritative will not necessarily prevent judicial enquiry into the merits of any claim by any aggrieved party.

10. Any provision in the Finance Documents stating that a notice or other expression of an intention or instruction or power of attorney is irrevocable may be open to challenge in circumstances where there have been material changes in the underlying situation.

11. Where under the provisions of the Finance Documents any party is vested with a discretion or may determine a matter in its opinion, the laws of Germany may require that such a discretion is exercised reasonably or that such opinion is based on reasonable grounds.

12. If a German court considers it impossible or unduly burdensome for an obligation to be performed the debtor is discharged from performing such obligation; the debtor may however be held liable for damages.

13. Within the scope of section 354a of the German Commercial Code (Handelsgesetzbuch), an assignment of monetary claims which are governed by German law would be valid even where this Agreement states that a claim shall not be assignable. This does, however, not apply to claims under a loan agreement where the creditor is a credit institution (Kreditinstitut) within the meaning of the German Banking Act (Kreditwesengesetz).

14. There is no final precedent in Germany for holding telefax or electronic communications legal, valid and binding in all circumstances; however, where there are no particular legal requirements as to the form, the German Federal Supreme Court has held that any telefax communication actually received by the addressee will be deemed validly given.

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15. If the performance of an obligation is contrary to the exchange control regulations of a member state of the International Monetary Fund, that obligation may be unenforceable in Germany by reason of section 2 (b) of Article VIII of the International Monetary Fund Agreement.

II. United States of America

The obligations expressed to be assumed and the representations expressed to be given under the Transaction Documents governed by the laws of the United States of America (or any State thereof) are subject to the limitations arising from applicable bankruptcy, insolvency, reorganization, fraudulent transfer and conveyance, voidable preference, moratorium, receivership, conservatorship, arrangement or similar laws, and related regulations and judicial doctrines, from time to time in effect affecting creditors’ rights and remedies generally, general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses, the exercise of judicial discretion and limits on the availability of equitable remedies), whether such principles are considered in a proceeding at law or in equity.

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SCHEDULE 10

Form of Increase Confirmation

To: [    ] as Agent and SAP AG as Borrower

From: [the Increase Lender] (the “Increase Lender”)

Dated:

SAP AG – EUR 2,750,000,000 Credit Facility Agreement

dated 21 May 2010 (the “Agreement”)

1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

2. We refer to Clause 2.2 (Increase) of the Agreement.

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was an Original Lender under the Agreement in relation to the part of the increased Commitments which it is to assume.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [        ].

5. [On the Increase Date, the Increase Lender becomes a Party as a Lender.] ¹

6. [The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 29.2 (Addresses) of the Agreement are set out in the Schedule.] ²

7. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of Clause 2.2 (Increase) of the Agreement.

[The Increase Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch)

¹ Only required if Increase Lender is not a Lender prior to the Increase Date.

² Only required if Increase Lender is not a Lender prior to the Increase Date.

133

and similar restrictions applicable to it pursuant to any other applicable law as provided for in paragraph (c) of Clause 24.1 (Appointment of the Agent).] ³

8. [The Increase Lender confirms, for the benefit of the Agent and without liability to the Borrower, that it is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender].] ⁴

9. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

10. This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by German law.

³ Only required if Increase Lender is not a Lender prior to the Increase Date.

⁴ Only required if Increase Lender is not a Lender prior to the Increase Date.

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THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for

payments]

[Increase Lender]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Agent and the Increase Date is confirmed as [    ].

[Agent]

By:

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SCHEDULE 11

Form of Receipt Notice

From: SAP AG

To: [Agent] as Agent

Date:

Dear Sirs

SAP AG – EUR 2,750,000,000 Credit Facility Agreement

dated 21 May 2010 (the “Agreement”)

1. We refer to the Agreement, in particular Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events) thereof. This is a Receipt Notice. Terms defined in the Agreement have the same meaning in this Receipt Notice unless given a different meaning herein.

2. We wish to notify you that we have received Available Net Proceeds. The Receipt Date was [insert Receipt Date]. The Euro Proceeds Amount is [insert Euro Proceeds Amount].

3. This Receipt Notice is governed by German law.

Yours faithfully

authorised signatory for

SAP AG

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SCHEDULE 12

Permitted Transferees

Banco Bilbao Vizcaya Argentaria, S.A.

Banco Santander S.A.

Bank of America, N.A

Bank of China Limited

Bayerische Landesbank

BNP Paribas S.A.

Caja de Ahorros y Monte de Piedad de Madrid,

CAJA MADRID

Citigroup Global Markets Deutschland AG & Co. KGaA

COMMERZBANK Aktiengesellschaft

Crédit Agricole

Crédit Industriel et Commercial

Credit Suisse

Deutsche Postbank International S.A.

DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt

HSBC Bank Plc

ING Bank N.V.

Intesa Sanpaolo S.p.A.

JPMorgan Chase Bank, N.A.

KfW IPEX-Bank GmbH

Landesbank Baden-Württemberg

Landesbank Berlin AG

Landesbank Hessen-Thüringen

Girozentrale

Mediobanca S.p.A.

Mizuho Bank, Ltd

Morgan Stanley Bank, N.A.

Natixis

Nordea Bank Danmark A/S

Raiffeisen Zentralbank Österreich AG

137

Scotiabank

SEB AG

Société Générale S.A.

Sumitomo Mitsui Banking Corporation

Svenska Handelsbanken AB

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

The Royal Bank of Scotland plc

UBS AG

UniCredit Luxembourg S.A.

WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank

138

SIGNATURES

THE BORROWER

SAP AG

By:	DR. W. BRANDT	M. JUNGE
Address:	Dietmar-Hopp-Allee 16
	69190 Walldorf
Fax:	+49 6227 7 44778
Attention:	Joerg Wiemer

THE MANDATED LEAD ARRANGERS
BARCLAYS CAPITAL
By:	D. DIMOPOULOS
Address:	5 The North Colonnade
	Canary Wharf
	London E14 4BB
Fax:	+44 (0) 20 77731572
Attention:	Keith Hatton

DEUTSCHE BANK AG
By:	M. GAAB	H. LOH
Address:	Große Gallusstr. 10-14
	60311 Frankfurt am Main
Fax:	+49 69 910 38793
Attention:	Harald Loh

139

THE AGENT

DEUTSCHE BANK LUXEMBOURG S.A.
By:	S. WALTHER	F.-J. EWERHARDY
Address:	2, boulevard Konrad Adenauer
	L-1115 Luxembourg
Fax:	+352 42122 95771
Attention:	International Loans & Agency Services
	Franz-Josef Ewerhardy    Karlina Belhoste

THE ORIGINAL LENDERS

BARCLAYS BANK PLC
By:	D. DIMOPOULOS
DEUTSCHE BANK LUXEMBOURG S.A.
By:	A. BUDZISCH	M. SINN-CONRAD

140

EX-99.(D)(2)

EXHIBIT 99(d)(2)

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is effective as of April 2, 2010 (“Effective Date”) and is entered into between Sybase, Inc., a Delaware corporation, having a place of business at One Sybase Drive, Dublin, California 94568, USA (“Company”), and SAP AG, a German company with its place of business at Dietmar Hopp Allee 16, 69190 Walldorf, Germany on behalf of itself and its wholly owned subsidiaries, (“SAP”). In consideration of the mutual covenants contained herein, SAP and Company, intending to be legally bound hereby, agree to the following:

1. In connection with an evaluation relating to a potential relationship, cooperation or transaction (the “Evaluation”), SAP and Company may deliver to each other, upon the execution of this Agreement, Confidential Information as defined below (the party disclosing such Confidential Information being the “Disclosing Party” and the party receiving such Confidential Information being the “Receiving Party”).

2. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives which is either designated in writing by the Disclosing Party as confidential or should be reasonably understood by the Receiving Party to be confidential, including but not limited to, information that is related to: (a) the business plans or operations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party; (c) the business of any customer or partner of the Disclosing Party; (d) the Disclosing Party’s properties, employees, customers, finances, operations; (e) any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party); (f) software and related documentation (“Disclosing Party’s Software”) including but not limited to the following information regarding the Disclosing Party’s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Disclosing Party’s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Disclosing Party’s Software; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies.

3. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know the Confidential Information for the purpose of the Evaluation; (c) shall not use Confidential Information for any purpose other than in connection with the Evaluation; and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Evaluation or who otherwise need to know for the purpose of the Evaluation) any information about the Evaluation, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein, “Representatives” shall mean (i) employees of the Receiving Party; (ii) attorneys, accountants, or other professional business advisors; and, additionally, (iii) employees of those entities directly or indirectly owned by the Receiving Party. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives. Each party shall promptly advise the other party of any misuse of Confidential Information that may come to its attention.

4. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the Receiving Party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the Receiving Party; (c) at the time of disclosure to the Receiving Party was known to such party free of restriction; or (d) the Disclosing Party agrees in writing is free of such restrictions.

5. Neither party is required to disclose any particular information to the other and any disclosure is entirely voluntary and is not intended to be construed as: (a) granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right; (b) creating a commitment as to any product, including the development or functionality of any product; (c) soliciting any business or incurring any obligation not specified herein; or (d) prohibiting either party from associating themselves with competitors of the other party for purposes substantially similar to those involved herein.

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MUTUAL NON-DISCLOSURE AGREEMENT

6. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with Confidential Information disclosed hereunder; provided however that the Receiving Party shall maintain the confidentiality of the Confidential Information as required by this Agreement. The term “residuals” means information in non-tangible form which may be retained in the unaided memory by persons who have had access, as authorized in this Agreement, to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party’s copyrights or patents.

7. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party or the Evaluation, the Receiving Party shall provide the Disclosing Party, unless prohibited by law, with prompt notice of such request or requirement in order to enable the Disclosing Party (i) to seek an appropriate protective order or other remedy; (ii) to consult with the Receiving Party with respect to the Disclosing Party’s taking steps to resist or narrow the scope of such request or legal process; or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained in a timely manner, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party or its Representative shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally required to be disclosed and to require that all Confidential Information that is so disclosed will be accorded confidential treatment.

8. To the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by a party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. Nothing in this Agreement obligates any party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege.

9. Upon the Disclosing Party’s written request, the Receiving Party shall (at the Receiving Party’s election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: (i) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (iii) that the Receiving Party shall not be obligated to return or destroy Confidential Information of the Disclosing Party to the extent the Receiving Party is required to retain a copy pursuant to applicable law, and further provided that the Receiving Party will not, and the Receiving Party will use reasonable measures to cause its employees not to, access such Confidential Information so archived or backed-up.

10. Each party acknowledges that neither it nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty as to the completeness of the Confidential Information.

11. Until a separate definitive agreement regarding a potential relationship or transaction has been executed by the parties, neither party shall be under any legal obligation or have any liability to the other party of any nature whatsoever with respect to any proposal, term sheet, letter of intent, or draft agreement relating to any such potential relationship or transaction (other than with respect to the confidentiality and other matters set forth herein). Each party hereto and its Representatives (a) may conduct the process that may or may not result in definitive agreement in such manner as such party, in its sole discretion, may determine (including, without limitation, negotiating and

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MUTUAL NON-DISCLOSURE AGREEMENT

entering into a definitive agreement with any third party without notice to the other party); and (b) reserves the right to change (in its sole discretion, at any time and without notice to the other party) the procedures relating to the parties’ consideration of the potential relationship or transaction (including, without limitation, terminating all further discussions with the other party and requesting that the other party return or destroy the Confidential Information as described above). Either party can end the discussions at any time, for any reason, and without liability to the other. Any business decision either party makes in anticipation of definitive agreements is at the sole risk of the party making the decision, even if the other party is aware of or has indicated approval of, such decision.

12. Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

13. Without prejudice to the rights and remedies otherwise available to either party hereto, each party hereto shall be entitled to equitable relief by way of injunction or otherwise if the other party or any of its Representatives breach or threaten to breach any of the provisions of this Agreement.

14. The Receiving Party acknowledges that neither the Disclosing Party nor its Representatives nor any of the officers, directors, employees, agents or controlling persons of such Representatives makes any express or implied representation or warranty regarding the Confidential Information, including, without limitation, any representation or warranty as to the completeness or accuracy of the Confidential Information.

15. The Receiving Party will not directly or indirectly transfer any Confidential Information to any country, entity or person prohibited from obtaining such information by U.S. export laws and shall otherwise comply with all applicable U.S. export laws and regulations.

16. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to its principles or rules regarding conflicts of laws, other than such principles directing application of New York law. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.

17. This Agreement constitutes the entire understanding between the parties hereto as to Confidential Information disclosed hereunder in connection with the Evaluation and merges all prior discussions between them relating thereto. Notwithstanding the foregoing, in the event the parties have entered into, or enter into in the future, other agreements which contain terms concerning ownership or use of work product of either party or software license provisions and rights, then this Agreement shall not supersede either party’s rights and obligations as provided in such other agreements, unless such other agreement specifically provides otherwise. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. Any waiver of a provision of this Agreement shall not be deemed a subsequent waiver of the same or any other provision of this Agreement. It is further understood and agreed that no failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

18. The term of this Agreement shall be one (1) year beginning with the Effective Date, unless terminated earlier by either party at such party’s sole discretion upon thirty (30) days written notice to the other party; provided that the provisions herein concerning the disclosure, protection and use of Confidential Information shall survive the termination or expiration of this Agreement and the provisions of paragraph 19 shall survive a termination of this Agreement until the first anniversary of the Effective Date.

19. In consideration of the Confidential Information being provided to a Receiving Party for purposes of the Evaluation, the parties agree that for a period of one (1) year from the date of this Agreement, neither party nor any of each party’s affiliates or its Representatives acting on the party’s behalf will, unless specifically invited in writing by the other party or the other party’s Board of Directors or its Chief Executive Officer(s): (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the other party or any subsidiary thereof, or any successor corporation; (ii) make, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in Rule 14a-1 under the Securities Exchange Act of 1934) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the other party; (iii) make any public announcement with respect to, or submit a proposal for, or

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MUTUAL NON-DISCLOSURE AGREEMENT

offer of any merger, tender or exchange offer, restructuring or business combination, involving the other party or to purchase, directly or indirectly, a material portion of the assets of the other party or its subsidiaries; (iv) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in connection with any of the foregoing; (v) request the other party or any of the other party’s Representatives to amend or waive any provisions of this paragraph in a manner that would require public disclosure of such request; or (vi) take any action that could reasonably be expected to require the other party to make a public announcement regarding the possibility of any of the events described in sub-clauses (i) through (v). Notwithstanding anything to the contrary in this paragraph, (1) each party shall be permitted at any time and from time to time to submit to the Chief Executive Officer of the other party one or more offers, proposals or indications of interest related to a transaction between the parties, provided that (x) each such submission is made on a confidential basis and states that the provider does not intend to, or believe that it will be required by applicable law to, make a public announcement related to such submission or its text or contents and that the provider of such submission believes, after discussion with its counsel, that federal securities laws will not require public disclosure of the receipt or contents of such submission by the other party and (y) the party intending to make such submission shall have given the other party at least 2 business days notice of its intention to do so and (2) no party shall be bound by the foregoing restrictions in the event that any person or “group” (as defined in Section 13(d)(3) of the 1934 Act) other than such party or its affiliates shall (x) acquire or publicly propose to acquire, by purchase, merger, tender offer, reorganization, consolidation or otherwise, beneficial ownership of more than 40% of the outstanding voting securities of the other party or assets of the other party or its subsidiaries representing more than 40% of the consolidated earning power of the other party and its subsidiaries and the other party’s Board of Directors has recommended to such other party’s shareholders that such acquisition be approved or (y) enter into an agreement or publicly propose to enter into an agreement providing for the merger or consolidation, or any similar transaction, involving such other party in which, following consummation of such transaction, substantially all of the persons or entities who, immediately prior to such transaction, had beneficial ownership of 40% or more of the voting power of such other party would not continue to beneficially own at least 40% of the voting power of the combined entity and would not have the ability to elect a majority of the directors of the combined entity and the other party’s Board of Directors has recommended to such other party’s shareholders that such merger, consolidation or similar transaction be approved.

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MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement may be executed in counterparts or by facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

Accepted and Agreed to by

Sybase, Inc.
By:	/s/ Daniel R. Carl
Name:	Daniel R. Carl
Title:	Vice President, General Counsel and Secretary
Date:	April 19, 2010
SAP AG
By:	/s/ Werner Brandt	By:	/s/ Michael Junge
Name:	Dr. Werner Brandt	Name:	Michael Junge
Title:	CFO	Title:	General Counsel
Date:	April 19, 2010	Date:	April 20, 2010

Confidential Page 5 of 5

EX-99.(D)(3)

EXHIBIT 99(d)(3)

EXCLUSIVITY AGREEMENT

EXCLUSIVITY AGREEMENT (this “Agreement”), dated as of April 30, 2010 (the “Agreement Date”), by and between SAP AG, a German corporation (including its subsidiaries, “SAP”), and Sybase, Inc., a Delaware corporation (including its subsidiaries, the “Company”).

SAP and the Company are engaging in discussions regarding a possible transaction between them (the “Transaction”), and in connection therewith, are devoting substantial time and resources to evaluating such Transaction, and in further consideration of the mutual promises herein;

NOW, THEREFORE, the parties agree as follows:

1. Exclusivity. Between the Agreement Date and 11:59 p.m., Pacific time on May 12, 2010 (the “Exclusive Period”), the Company will not, and will not authorize or direct or knowingly permit any of its or its subsidiaries’, officers, members of its board of directors, agents, advisors, investment bankers, attorneys, accountants and other representatives, in each case that are aware of the discussions between SAP and the Company with respect to the Transaction (collectively, the Company’s “Representatives”), to, directly or indirectly, (i) solicit, initiate, seek, or knowingly encourage, facilitate or induce the making, submission or announcement of any Alternative Proposal (as defined below), (ii) disclose to any person any nonpublic information relating to the Company and/or any of its subsidiaries in connection with, or enter into, participate in, maintain or continue any communications or negotiations regarding, any Alternative Proposal (as defined below), (iii) agree to, accept, recommend or endorse (or publicly propose or announce any intention or desire to agree to, accept, recommend or endorse) any Alternative Proposal (as defined below), or (iv) enter into any letter of intent, contract or other agreement relating to any Alternative Proposal (as defined below). For purposes of this agreement, the term “Alternative Proposal” means any expression of interest in, or agreement, offer or proposal for, any acquisition of 10% or more of the outstanding voting securities of the Company or 10% or more of the Company’s assets, whether by way of a merger, consolidation, asset sale, stock purchase, tender offer or other business combination, or any similarly material, non-ordinary course development, license or joint venture transaction, other than any offer, proposal or indication of interest made by or on behalf of SAP.

The Company will immediately cease and cause to be terminated (and during the Exclusive Period will not resume or otherwise continue) any and all existing activities, discussions and negotiations with any persons conducted heretofore with respect to any Alternative Proposal. In the event that the Company receives an Alternative Proposal, or a request for nonpublic information relating to the Company in connection with an Alternative Proposal, from any person during the Exclusive Period, the Company will provide SAP with notice of such event within 24 hours after such receipt by the Company.

2. Miscellaneous.

(a) Injunctive Relief. It is agreed that each party would be irreparably injured by a breach of this Agreement by the other party, that monetary remedies would be inadequate to protect against any actual or threatened breach of this Agreement, and, without prejudice to any

other rights and remedies otherwise available to the non-breaching party, each party, on behalf of itself and its affiliates, agrees to the ability of the other party to seek the granting of equitable relief in the case of such a breach, including injunctive relief and specific performance, in favor of the other party without proof of actual damages and without any need to secure or post any bond in connection therewith.

(b) Severability. If any provision of this Agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the provision of this Agreement directly involved in the controversy in which such judgment shall have been rendered.

(c) Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

(d) Modifications to Agreement; Waivers. No modifications of or changes to this Agreement or waiver of the terms and conditions hereof will be binding upon the parties, unless approved in writing and signed by each of the parties. It is further agreed that no failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

(e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflict of laws thereof.

(f) Confidentiality. The existence of this Agreement, the terms hereof and any communications regarding it constitute confidential information to be treated by the parties in accordance with the terms of the Confidentiality Agreement, effective as of April 2, 2010, between the parties hereto.

(g) Entire Agreement. This Agreement, and such Confidentiality Agreement, constitute the entire agreement between the parties with regard to the subject matter of this Agreement. Nothing herein shall be deemed to obligate either party to enter into a definitive agreement for, or consummate, any Transaction.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

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IN WITNESS WHEREOF, the parties have executed this Exclusivity Agreement as of the day and year first above written.

SAP AG
By:	/s/ Werner Brandt
Name:	Werner Brandt
Title:	CFO
By:	/s/ Michael Junge
Name:	Michael Junge
Title:	General Counsel
SYBASE, INC.
By:	/s/ Daniel R. Carl
Name:	Daniel R. Carl
Title:	Vice President, General Counsel and Secretary