6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

March 21, 2014

Commission file number:

1-14251

SAP AG

(Exact name of registrant as specified in its charter)

SAP CORPORATION

(Translation of registrant’s name into English)

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  þ            Form 40-F  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No  þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .

TABLE OF CONTENTS

EXHIBITS	3
SIGNATURES	4
EXHIBIT INDEX	5
Exhibit 99.1

SAP AG

FORM 6-K

On March 20, 2014, SAP AG, a stock corporation organized under the laws of the Federal Republic of Germany (“SAP”), issued a press release (the “Press Release”) announcing that the Supervisory Board of SAP has decided to follow the recommendation of the Executive Board to propose at the Annual General Meeting of Shareholders a dividend of €1.00 per share for the fiscal year 2013. The Press Release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

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 (the “SEC”), including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

2

EXHIBITS

Exhibit No.	Exhibit
99.1	Press Release dated March 20, 2014

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAP AG
(Registrant)
By:	/s/ Christoph Huetten
	Name: Dr. Christoph Huetten
	Title:   Chief Accounting Officer
By:	/s/ Sonja Simon
	Name: Sonja Simon
	Title:   Head of Group Accounting and Reporting

Date: March 21, 2014

4

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	(i) Press Release dated March 20, 2014

5

EX-99.1

Exhibit 99.1

For Immediate Release

March 20, 2014

SAP Recommends a Dividend of €1.00 per Share – Year-Over-Year Increase of 18%

WALLDORF, Germany – March 20, 2014 – The Executive Board and the Supervisory Board of SAP AG (NYSE: SAP) recommend that shareholders approve a dividend of €1.00 per share for the fiscal year 2013 at the Annual General Meeting of Shareholders. This represents a year-over-year increase of €0.15, or 18% compared to last year’s dividend of €0.85. If the shareholders approve this recommendation, the total amount of dividends to be distributed will be approximately €1.2 billion (2012: €1.0 billion), representing a pay-out ratio of 36% (2012: 36%).

“We believe our shareholders should benefit from SAP’s continued profitable growth in 2013,” said Werner Brandt, CFO of SAP. “The pay-out ratio remains stable at 36% leading to a dividend increase by 18% which demonstrates SAP’s commitment to our shareholder base.”

The Executive Board and the Supervisory Board also recommend that the shareholders approve the conversion of the legal form of the company into a European Company (Societas Europaea, SE). With the conversion into an SE, the shareholders of SAP AG will automatically become shareholders of SAP SE. Shareholders’ rights will remain unchanged.

The Supervisory Board also decided to propose to the shareholders that Jim Hagemann Snabe, who will step down from the SAP Executive Board as co-CEO upon the conclusion of the Annual General Meeting of Shareholders, stand as a candidate for election to the Supervisory Board of SAP SE. This proposal is supported by more than 25% of the voting stock, therefore the two year “cooling off period” required by the German Stock Corporation Act is not necessary.

The Annual General Meeting of Shareholders is scheduled for May 21, 2014 in Mannheim, Germany. The 2013 fiscal year dividend is scheduled to be paid on or after May 22, 2014.

Note to holders of SAP ADRs (American Depositary Receipts): One SAP ADR represents one SAP AG share. The final dividend amount per ADR is dependent upon the euro/US dollar exchange rate. Since SAP AG pays cash dividends on the ordinary shares in euro, the exchange rate fluctuations will affect the US dollar amounts received by holders of ADRs. The final dividend payment by SAP AG to the depositary bank is scheduled for May 22, 2014. The depositary bank will then convert the dividend payment from euro into US-dollars as promptly as practicable.

About SAP

As market leader in enterprise application software, SAP (NYSE: SAP) helps companies of all sizes and industries run better. From back office to boardroom, warehouse to storefront, desktop to mobile device – SAP empowers people and organizations to work together more efficiently and use business insight more effectively to stay ahead of the competition. SAP applications and services enable more than 253,500 customers to operate profitably, adapt continuously, and grow sustainably. For more information, visit www.sap.com.

SAP Recommends a Dividend of €1.00 per Share Page  2

Note to Editors

To preview and download broadcast-standard stock footage and press photos digitally, please visit www.sap.com/photos. On this platform, you can find high-resolution material for your media channels. To view video stories on diverse topics, visit www.sap-tv.com. From this site, you can embed videos into your own Web pages, share video via email links and subscribe to RSS feeds from SAP TV.

Follow SAP Investor Relations on Twitter at @sapinvestor.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (“SEC”), including SAP’s most recent Annual Report on Form 20-F filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

^©2014 SAP AG. All rights reserved.

SAP and other SAP products and services mentioned herein as well as their respective logos are trademarks or registered trademarks of SAP AG in Germany and other countries. Please see http://www.sap.com/corporate-en/legal/copyright/index.epx#trademark for additional trademark information and notices.

For customers interested in learning more about SAP products:

Global Customer Center: +49 180 534-34-24

United States Only: 1 (800) 872-1SAP (1-800-872-1727)

For more information, financial community only:

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

For more information, press only:

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

Daniel Reinhardt +49 (6227) 7-40201 daniel.reinhardt@sap.com, CET

Jim Dever +1 (610) 661-2161 james.dever@sap.com, ET

Claudia Cortes +65 6664-4450 claudia.cortes@sap.com, SGT (GMT +8)