##### 



EXHIBIT 1

New Version of the Articles of

SAP Aktiengesellschaft

Systeme, Anwendungen, Produkte in der Datenverarbeitung


Registered and domiciled in Walldorf,
Germany



---

(English Translation):


New version reflecting the resolutions of the General Meeting of
Shareholders of May 9, 2003.




---

ARTICLES OF INCORPORATION



---

I. General Provisions

Section 1
Corporate Name, Registered Office and Domicile, and Period of Incorporation



|1. |  | The name of the Company is:                                                    
|-- |  | -------------------------------------------------------------------------------
|  
|   |  | SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung.
|  
|2. |  | The Companys registered office and domicile is in Walldorf, Germany.          
|  
|3. |  | The Company is incorporated for an indefinite period of time.                  

Section 2
Corporate Purpose



|1. |  | The corporate purpose of the Company is direct or
indirect activity in the area of development,
production, and marketing of products and the
provision of services in the field of information
technology, and particular in the following fields:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Developing and marketing integrated product and
service solutions for e-commerce                                                                                                               
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Developing software for information technology
and the licensing of its use to others                                                                                                          
|
| |  |  | Organization and deployment consulting, as well
as user training, for e-commerce and other software
solutions                                                                                  
|
| |  |  | Selling, leasing, renting, and arranging the
procurement and provision of all other forms of
use of information technology systems and relevant
accessories                                    
|
| |  |  | Making capital investments in enterprises
active in the field of information technology to
promote the opening and advancement of
international markets in the field of information
technology.



|2. |  | The Company is authorized to act in all the business
areas listed in paragraph 1 and to delegate such
activities to affiliated enterprises within the
meaning of the German Stock Corporation Act, sections
15ff; in particular the Company is authorized to
delegate its business in whole or in parts to such
enterprises. The Company is authorized to establish
branch offices in Germany and other countries to
found, acquire, and invest in other companies of the
same or related kind and to enter into collaboration
and joint venture agreements. The Company is further
authorized to invest in enterprises of all kinds
principally for the purpose of placing financial
resources. The Company is authorized to dispose of
investments, to consolidate the management of
enterprises in which it participates, to enter into
affiliation agreements with such enterprises, or to
do no more than manage its shareholding.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 



3.
    
    The Company is authorized to take all actions and
measures that are consistent with the corporate
purpose or that directly or indirectly further the
corporate purpose. Section 3Official Notices The Companys official notices shall be published in the
Electronic German Federal Gazette (elektronischer
Bundesanzeiger) only. II. Capital Stock and Shares Section 4Capital Stock  1.
    
    The Companys capital stock amounts to 
314,842,349 and is divided into 314,842,349 no-par
ordinary shares.2.
    
    The shares are individual shares. They are in bearer form.3.
    
    Subject to the consent of the Supervisory Board, the
Executive Board shall determine the form of the share
certificates, dividend coupons, and renewal coupons,
as well as bonds and interest coupons. The Company
may combine single shares of the same class into
share certificates certifying a majority of shares of
that class (multiple shares). Shareholders are not
entitled to share certificates.4.
    
    When new shares are issued, the commencement of
dividend entitlement in respect of these new shares
may be determined in derogation of the German Stock
Corporation Act, section 60 (2).5.
    
    The Companys capital stock is subject to a
contingent increase by up to  921,465, divided into
up to 921,465 no-par ordinary voting bearer shares in
the form of individual shares (Contingent Capital
IIa). The contingent capital increase shall be
effected only to the extent that the holders of the
convertible bonds issued by the Executive Board by
virtue of the resolution of the General Meeting of
Shareholders of June 22, 1994 actually exercise their
conversion rights in respect of ordinary shares in
the Company. The new shares are eligible for
dividends as of the beginning of the fiscal year in
which they are issued. The Executive Board shall be
entitled to determine the further details of the
implementation of such contingent capital increase.6.
    
    Subject to the consent of the Supervisory Board, the
Executive Board is authorized to increase the
Companys capital stock, on one or more occasions on
or before May 1, 2006, by up to an aggregate amount
of  60 million against contribution in cash by
issuing new no-par ordinary voting bearer shares
(Authorized Capital I). The new shares shall be
offered to the shareholders for subscription.  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 2




---



##### 



Subject to the consent of the Supervisory Board, the
Executive Board is authorized, however, to exclude
fractional shares from the shareholders preemptive
subscription rights. Subject to the consent of the
Supervisory Board, the Executive Board is authorized to
determine the further details of the implementation of
the capital increases from Authorized Capital I. The
Supervisory Board is authorized to amend the wording of
the Articles of Incorporation after the full or partial
implementation of the capital stock increase from
Authorized Capital I or after the expiration of the
authorization period in accordance with the scope of the
capital increase from Authorized Capital I.7.
    
    The Companys capital stock is subject to a further contingent increase
by
 11,487,855 by issuing up to 11,487,855 no-par ordinary
voting bearer shares (Contingent Capital IIIa). This
contingent capital increase shall be effected only to
the extent that the holders of the convertible bonds and
stock options that were issued by SAP AG under the SAP
AG 2000 Long Term Incentive Plan by virtue of the
authorizing resolution adopted by the General Meeting of
Shareholders of January 18, 2000, supplemented and
adjusted by the resolutions adopted by the General
Meeting of Shareholders of May 3, 2001, actually
exercise their conversion rights or subscription rights,
as the case may be, in respect of ordinary shares in the
Company and the Company does not grant treasury shares
in satisfaction of such conversion rights or
subscription rights. The new shares issued in connection
with the exercise of such conversion or subscription
rights shall be eligible for dividends as of the
beginning of the fiscal year with regard to which, as at
the time of exercise of the conversion or subscription
rights, no resolution by the General Meeting of
Shareholders concerning the appropriation of the
retained earnings for the year has been adopted.8.
    
    Subject to the consent of the Supervisory Board, the
Executive Board is authorized to increase the
Companys capital stock, on one or more occasions on
or before May 1, 2006, by up to an aggregate amount
of  60 million against contributions in cash or in
kind by issuing new no-par ordinary voting bearer shares (Authorized Capital II). Subject to the
consent of the Supervisory Board, the Executive Board
is authorized to exclude the shareholders statutory
preemptive subscription rights:  
    
    In respect of fractional shares
    
    Where the capital is increased against
contributions in cash and the portion of the
capital stock represented by the new shares in
respect of which the preemptive subscription
rights are excluded does not exceed 10% of such
capital stock at the time the new shares are
issued and the issue price of the new shares is
not materially below the stock exchange price of
listed shares of the same class carrying the same
rights at the time the Executive Board finally
determines the issue price, as provided in the
German Stock Corporation Act, section 203 (1) and
(2) and section 186 (3) sentence 4
    
    Where the capital is increased against
contributions in kind to obtain shares for the
acquisition of enterprises or interests therein  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 3




---



##### 



Subject to the consent of the Supervisory Board, the
Executive Board is authorized to determine the further
details of the implementation of the capital increases
from Authorized Capital II. The Supervisory Board is
authorized to amend the wording of the Articles of
Incorporation after the full or partial implementation
of the capital stock increase from Authorized Capital II
or after the expiration of the authorization period in
accordance with the scope of the capital increase from
Authorized Capital II.  9.
    
    The capital stock is subject to a further contingent
increase of  25 million, divided into up to 25
million ordinary voting bearer shares (Contingent
Capital IV). The contingent capital stock increase
shall be effected only to the extent that holders of
warrants or conversion rights attaching to bonds with
detachable warrants or convertible bonds issued or
guaranteed by SAP AG or by its fully-owned direct or
indirect German or foreign affiliates on or before
May 1, 2006 exercise their warrant or conversion
rights or to the extent that holders under a duty to
convert convertible bonds issued or guaranteed by SAP
AG or by its fully-owned direct or indirect
affiliates on or before May 1, 2006 perform their
duty to convert. The new shares are eligible for
dividends as of the beginning of the fiscal year in
which they arise through the exercise of warrant
rights or the conversion of convertible bonds.10.
    
    The Companys capital stock is subject to a further contingent increase by
 515,498, divided into up to 515,498 individual no-par
non-voting preference bearer shares carrying
preferential rights to profits in accordance with
section 23 (6) of these Articles of Incorporation and
ranking equally with any preference shares already
issued under Contingent Capital II and Contingent
Capital III (Contingent Capital III). This contingent
capital increase shall be effected only to the extent
that the holders of convertible bonds and stock options
issued by SAP AG on or before March 16, 2001 under the
SAP AG 2000 Long Term Incentive Plan by virtue of the
authorization resolution adopted by the General Meeting
of Shareholders of January 18, 2000 are entitled to any
conversion rights or subscription rights, as the case
may be, in respect of preference shares in the Company
and actually exercise those rights and the Company does
not grant treasury shares in satisfaction of the
conversion rights or subscription rights, as the case
may be. The new shares issued in connection with the
exercise of such conversion or subscription rights are
eligible for dividends as of the beginning of the fiscal
year with regard to which, as at the time of the
exercise of the conversion or subscription rights, no
resolution by the General Meeting of Shareholders
concerning the appropriation of retained earnings for
the year has been adopted.11.
    
    The Companys capital stock is subject to a further contingent increase by
 19,015,415 by issuing up to 19,015,415 no-par
ordinary voting bearer shares (Contingent Capital VI).
This contingent capital increase shall be effected only
to the extent that the holders of the stock options
issued by SAP AG under the SAP Stock Option Plan 2002
on or before April 30, 2007 by virtue of the
authorizing resolution of the General Meeting of
Shareholders of May 3, 2002 actually exercise their
subscription rights in respect of shares in the Company
and the Company  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 4




---



##### 



does not grant treasury shares in satisfaction of such
subscription rights, or such subscription rights are
satisfied by way of having shares in the Company
transferred to the beneficiaries by a credit
institution acting under an agreement with the Company.
The new shares issued in connection with the exercise
of such subscription rights shall be eligible for
dividends with effect from the beginning of the fiscal
year with regard to which, at the time of exercise of
the subscription right, no resolution by the General
Meeting of Shareholders concerning the appropriation of
the retained earnings for the year has been adopted.12.
    
    The Executive Board is authorized, subject to the
consent of the Supervisory Board, to increase the capital
stock on one or more occasions on or before May 1, 2007
by up to an aggregate amount of  15 million against
contribution in cash by issuing new no-par ordinary
voting bearer shares (Authorized Capital III). The new shares may be subscribed by a credit institution only,
and only to the extent that such credit institution,
releasing SAP AG from its corresponding obligation,  
    
    Satisfies the subscription rights granted to members
of the management board, executives, and other top
performers of any of SAP AGs Group Companies under the
SAP Stock Option Plan 2002 pursuant to the
authorization given by the General Meeting of
Shareholders of May 3, 2002 and such rights are in
accordance with the resolution by the General Meeting
of Shareholders of May 3, 2002or
    
    Satisfies the conversion and subscription rights
granted to members of the management board, executives,
and other top performers of any of SAP AGs Group
Companies under the SAP AG 2000 Long Term Incentive Plan
pursuant to the authorization given by the General
Meeting of Shareholders of January 18, 2000,
supplemented and adjusted by the resolutions adopted by
the General Meeting of Shareholders of May 3, 2001, and
such rights are in accordance with the resolution by the
General Meeting of Shareholders of January 18, 2000 and
the supplementing and adjusting resolutions adopted by
the General Meeting of Shareholders of May 3, 2001  The
Executive Board may exercise this authorization only to
the extent that the capital stock attributable pro rata
to the new shares issued from this Authorized Capital
III, to the new shares from contingent capital, and to
the treasury shares issued or transferred since the
coming into effect of this authorization to satisfy
subscription rights under the German Stock Corporation
Act, section 192 (2) No. 3 does not together exceed 10%
of the capital stock as it was at the time of adoption
of the resolution by the General Meeting of Shareholders
of May 3, 2002. The shareholders preemptive
subscription rights shall be excluded.  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 5




---



##### 



III. Constitution and Managementof the Company Section 5
Governing Bodies The Companys governing bodies are:  a)
    
    The Executive Boardb)
    
    The Supervisory Boardc)
    
    The General Meeting of Shareholders The Executive Board Section 6
Composition of the Executive Board  1.
    
    The Executive Board shall consist of at least two
persons. The appointment of deputy members of the
Executive Board is admissible. The latter have the
same rights as the full members of the Executive
Board regarding the external representation of the
Company.2.
    
    The determination of the number and the appointment
of the full members and the deputy members of the
Executive Board, the conclusion of their employment
contracts, and the revocation of their appointments
are the responsibility of the Supervisory Board, as
are the appointment of a member of the Executive
Board as chairperson of the Executive Board and the
appointment of one or more member/s of the Executive
Board as deputy chairperson/s of the Executive Board. Section 7
Rules of Procedure and Resolutions of the Executive Board  1.
    
    The Executive Board shall unanimously adopt its own rules of procedure.2.
    
    Resolutions of the Executive Board shall be adopted
by a simple majority vote. Should a vote be tied,
the chairperson of the Executive Board, or  if the
chairperson is unable to vote  the deputy
chairperson of the Executive Board shall have the
casting vote. Section 8
Legal Representation of the Company The Company shall be legally represented  a)
    
    By two members of the Executive Board  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 6




---



##### 



b)
    
    By one member of the Executive Board acting jointly
with one registered authorized officer of the Company
(a procurist in the meaning of the German Commercial
Code, sections 48-53) Section 9
Limitation of the Executive Boards Authority The Executive Board owes a duty to the Company to adhere
to the limitations imposed by the Articles of
Incorporation or the Supervisory Board regarding the
scope of its management authority or which result from a
resolution adopted by the General Meeting of Shareholders
pursuant to the German Stock Corporation Act, section
119. The Supervisory Board Section 10
Composition, Term of Office  1.
    
    The Supervisory Board shall be composed of 16
members. The shareholders shall elect eight members,
and the employees shall elect eight members in
accordance with the provisions of the German
Codetermination Act of 1976.2.
    
    Unless the General Meeting of Shareholders specifies
a shorter term of office when electing individual
members of the Supervisory Board or the entire
Supervisory Board, the members of the Supervisory
Board shall be appointed for a period ending with the
General Meeting of Shareholders at which the acts of
the Supervisory Board were formally approved for the
fourth fiscal year following commencement of the term
of office, not counting the fiscal year in which
their term of office commences.3.
    
    Substitutes for shareholders representatives on
the Supervisory Board may be elected to replace
members who resign prior to the expiry of their
term; the order of their succession shall be
stipulated at the time of their election.4.
    
    In the event that a shareholders representative is
elected to replace a member of the Supervisory Board
who resigns, the successor shall be appointed for the
remaining term of office of the resigning member. In
the event that a substitute member succeeds the
resigning member, his or her term of office shall
expire either as of the conclusion of the next
General Meeting of Shareholders at which new members
of the Supervisory Board are elected or at the latest
upon expiry of the term of office of the resigning
member of the Supervisory Board. In the event that
the General Meeting of Shareholders elects a new
representative to replace a member who has already
been succeeded by a substitute member, the successor
reverts to his or her position as substitute member.5.
    
    The members and substitute members of the Supervisory Board may resign
from  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 7




---



##### 



office by submitting a written statement addressed to
the chairperson of the Supervisory Board or to the
Executive Board observing a period of notice of four
weeks. Section 11
Duties and Responsibilities of the Supervisory Board  1.
    
    The Supervisory Board shall have all of the duties
and rights that are conferred upon it by law, the
Articles of Incorporation, or otherwise. Both the
Executive and Supervisory Boards shall be entitled
to call a General Meeting of Shareholders.2.
    
    The Supervisory Board shall be authorized to amend
the Articles of Incorporation where such amendments
only concern the wording.3.
    
    The Supervisory Board shall be entitled at any time
to supervise all management activities of the
Executive Board and to this end to inspect and
examine all books and records as well as the assets
of the Company.4.
    
    The Executive Board shall report to the Supervisory
Board continuously to the extent stipulated by law.5.
    
    The Supervisory Board may set up committees from
among its number and, to the extent permitted by
law, may delegate decision-making powers to them. Section 12
Declarations of Intent of the Supervisory Board  1.
    
    Declarations of intent of the Supervisory Board and
its committees shall be given on behalf of the
Supervisory Board by the chairperson or  should he
or she be unable to do so  by the deputy
chairperson.2.
    
    The chairperson of the Supervisory Board or his or
her deputy shall be the permanent representative of
the Supervisory Board vis-à-vis third parties,
especially vis-à-vis courts and authorities as well
as the Executive Board. Section 13
Chairperson and Deputy Chairperson  1.
    
    Following a General Meeting of Shareholders at
which all members of the Supervisory Board to be
elected by the General Meeting of Shareholders have
been newly appointed, a meeting of the Supervisory
Board shall take place, which shall be held without
special invitation. At this meeting the Supervisory
Board shall elect a chairperson and a deputy
chairperson from among its number for the term of
its office.2.
    
    If a chairperson or a deputy chairperson of the
Supervisory Board is not elected with the required
majority, there shall be a second ballot to elect
the chairperson and the deputy chairperson of the
Supervisory Board. In this ballot the members  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 8




---



##### 



representing the shareholders shall elect the
chairperson and the members representing the employees
shall elect the deputy chairperson; in both cases a
simple majority of the votes cast is required.3.
    
    Following the election of the chairperson and the
deputy chairperson of the Supervisory Board, the
Supervisory Board shall form a committee in order to
exercise the duties stipulated in the German
Codetermination Act, section 31 (3) sentence 1. This
committee shall consist of the chairperson and the
deputy chairperson of the Supervisory Board as well
as two other members of the Supervisory Board, one
to be elected by the employees representatives and
the other by the shareholders representatives on
the Supervisory Board. Both members shall be elected
by a simple majority vote.4.
    
    If the chairperson is unable to discharge the
duties of his or her office, the deputy chairperson
shall do so in his or her place. This provision
shall not affect section 20 (1).5.
    
    If the chairperson or deputy chairperson leaves the
Supervisory Board before the end of his or her term
of office, an election shall be held without delay
to replace him or her. The same shall apply if any
other member of the committee referred to in
paragraph 3 leaves before the end of his or her term
of office. Section 14
Invitations to Meetings and Resolutions  1.
    
    The Supervisory Board shall adopt its own rules of
procedure by a simple majority vote. The following
provisions apply to invitations to meetings,
quorums, and resolutions. Supplementary provisions
may be stipulated in the rules of procedure.2.
    
    The chairperson shall call the Supervisory Board
meetings by written, e-mail, facsimile, or computer
facsimile message allowing a notice period of 14 days
before the day of the meeting. The day on which the
message calling the meeting is sent and the day of
the meeting do not count toward the notice period. In
urgent cases, the chairperson may shorten the notice
period and also call the meeting by word of mouth or
by telephone, telex, telegram, or any other
appropriate means of electronic transmission.3.
    
    In the regular case, the meetings of the Supervisory
Board and its committees shall be by way of members
attendance in person. The Supervisory Board may
provide in its rules of procedure that the meetings
of the Supervisory Board and its committees may also
be held by video conference or that individual
members of the Supervisory Board may attend the
meeting by way of video transmission, subject to the
proviso that in such cases, resolutions may also be
adopted by video conference or by way of video
transmission, respectively.4.
    
    The Supervisory Board may provide in its rules of
procedure for the permissibility of the adoption of
resolutions of the Supervisory Board and its
committees outside meetings in correspondence, by
telephone or in any other similar manner suitable for
the adoption of resolutions, in particular by video
conference. Any  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 9




---



##### 



resolutions adopted by telephone or by any other
non-written transmission procedures shall be
subsequently confirmed in writing.5.
    
    The Executive Board may attend the meetings of the
Supervisory Board in an advisory capacity.6.
    
    The quorum for a meeting of the Supervisory Board
shall be eight members. Unless otherwise required by
law or these Articles of Incorporation, the
resolutions of the Supervisory Board shall be
adopted by a simple majority of the votes cast. In
the event that a vote in the Supervisory Board is
tied, and if one further vote on the same motion is
also tied, the chairperson shall have the casting
vote. Such casting vote may be cast in the manner
specified in paragraphs 3 and 4 above. The deputy
chairperson shall not have a casting vote. Section 15Duty of Secrecy  1.
    
    The members of the Supervisory Board shall maintain
secrecy in respect of any confidential information
and secrets of the Company, notably business and
trade secrets, that become known to them because of
their membership of the Supervisory Board. Persons
attending meetings of the Supervisory Board who are
not members of the Supervisory Board shall be
expressly enjoined to secrecy.2.
    
    In the event that a member of the Supervisory Board
intends to pass information on to a third party, he
or she shall notify the Supervisory Board and the
Executive Board of that intention in advance, naming
the persons he or she wishes to inform. The
Supervisory Board and the Executive Board must be
given the opportunity to decide prior to the
disclosure of information whether they consider such
disclosure to violate paragraph 1 or not. The
decision shall be delivered by the chairperson of
the Supervisory Board and the chairperson of the
Executive Board.3.
    
    The members of the Supervisory Board shall continue
to maintain secrecy as set forth in the foregoing
paragraphs after they leave the Supervisory Board. Section 16
Remuneration  1.
    
    Each member of the Supervisory Board shall, in
addition to the reimbursement of his or her
expenditure, receive remuneration composed of a
fixed element and a variable element.2.
    
    The fixed remuneration element shall be  50,000 for
the chairperson,  37,500 for the deputy chairperson,
and  25,000 for other members of the Supervisory
Board. The fixed remuneration element shall be due
for payment after the end of the fiscal year.3.
    
    For each  0.01 by which the dividend distributed per
share exceeds  0.40, the variable remuneration
element shall be  2,000 for the chairperson,  1,500
for the deputy chairperson, and  1,000 for other
members of the Supervisory Board.  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 10




---



##### 



The variable remuneration element shall be due for
payment on the first business day following the Annual
General Meeting of Shareholders resolving upon the
appropriation of the retained earnings for the relevant
fiscal year.4.
    
    The aggregate remuneration shall not, however,
exceed  100,000 for the chairperson,  75,000 for
the deputy chairperson, and  50,000 for other
members of the Supervisory Board.5.
    
    Any members of the Supervisory Board having served
for less than the entire fiscal year shall receive
one twelfth of their respective remuneration for each
month of service commenced.6.
    
    Any value-added tax or sales tax invoiced by a
member of the Supervisory Board or shown in a credit
memo against the invoice shall additionally be paid
in the applicable statutory amount. The General Meeting of Shareholders Section 17
Calling the General Meeting of Shareholders  1.
    
    The General Meeting of Shareholders shall be held in
the domicile of the Company, at a location within a
radius of 50 km from the domicile of the company, or
in a city in the Federal Republic of Germany where a
stock exchange is located. In the event that it is
difficult to hold the General Meeting of Shareholders
at these venues, the Executive Board or the
Supervisory Board may call the meeting at a different
venue. The invitation shall state the venue of the
General Meeting of Shareholders.2.
    
    The Executive Board or the Supervisory Board shall
call the General Meeting of Shareholders.3.
    
    The Annual General Meeting of Shareholders shall be
called by publication of a single announcement in
the Electronic German Federal Gazette
(elektronischer Bundesanzeiger), giving the
information required by law, and the publication
shall be timed to allow a period of one month
between the publication day and the last day for
deposit in the meaning of section 18 (2) of these
Articles of Incorporation, not counting those two
days. Section 18
Right to Attend the General Meeting of Shareholders  1.
    
    Shareholders are entitled to participate in the
General Meeting of Shareholders provided they have
deposited their shares at the Company or at other
places stipulated in the invitation or at a
collective security deposit bank or with a notary
public during normal business hours, and leave them
there until the conclusion of the General Meeting of
Shareholders.  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 11




---



##### 



2.
    
    The deposit shall be effected not later than seven
days before the General Meeting of Shareholders.
Should this day fall on a Sunday, a public holiday
at the place of deposit, or a Saturday, the deposit
may be effected on the immediately following
business day, for which purpose Saturday shall be
deemed not to be a business day.3.
    
    Shares shall also be deemed properly deposited if,
with the approval of and on behalf of a depositary,
they are kept blocked at another bank until the
conclusion of the General Meeting of Shareholders.4.
    
    Where shares are deposited with a notary public, the
original depositary receipt issued by the notary
public or a certified copy thereof must be filed with
the Company not later than the day following the last
day for proper deposit. Should this day fall on a
Sunday, a public holiday at the Companys domicile,
or a Saturday, the notice of deposit may be submitted
on the immediately following business day, for which
purpose Saturday shall be deemed not to be a business
day.5.
    
    Details regarding the depositing of shares and the
issuance of voting cards shall be published in the
invitation. Section 19Voting Rights  1.
    
    Each ordinary share carries one vote. If any
preference shares in the Company have been issued,
they shall not carry voting rights except as
required by law. To the extent that such preference shares carry voting rights in accordance with
applicable law, each preference share shall carry
one vote.2.
    
    Voting rights may be exercised by proxy. An
unnotarized written document shall be sufficient for
the appointment of a proxy. If so provided in the
invitation to the General Meeting of Shareholders, a
proxy may also be appointed by transmitting the
appointment document to the Company via facsimile or
electronically.3.
    
    If no share certificates have been issued, the
invitation to the General Meeting of Shareholders
shall stipulate the provisions that have to be
fulfilled by the shareholders in order to prove
their voting rights. Section 20
Leadership of the General Meeting of Shareholders,
Participation of Executive Board Members and Supervisory
Board Members, Video Transmission  1.
    
    The chairperson of the Supervisory Board shall
preside over the General Meeting of Shareholders. If
he or she is unable to do so, he or she shall
determine another member of the Supervisory Board to
discharge this duty. If the chairperson is prevented
from presiding over the meeting and has not
determined another member to take his or her place, a
member of the Supervisory Board elected by the
shareholders representatives on the Supervisory
Board shall preside over the General Meeting of
Shareholders.  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 12




---



##### 



2.
    
    The chairperson shall lead the proceedings and shall
determine both the order of the agenda and the form
of voting. The result of a vote may be determined by
subtracting the affirmative votes or the negative
votes and the abstentions from the total number of
votes to which the voters are entitled.3.
    
    The members of the Executive Board and Supervisory
Board should take part in the General Meeting of
Shareholders in person. If any member of the
Supervisory Board is unable to attend the General
Meeting of Shareholders in person because he or she
has good reason to be abroad, it is possible for him
or her to take part via video transmission.4.
    
    The General Meeting of Shareholders can be
transmitted by video in part or in full. The public
may have unrestricted access to the transmission.
The manner of transmission shall be announced in the
invitation. Section 21
Resolutions of the General Meeting of Shareholders  1.
    
    The resolutions of the General Meeting of
Shareholders shall be adopted with the majorities
provided by law.2.
    
    If a vote is tied, the motion shall be deemed
rejected, except in the case of election ballots.3.
    
    If no candidate receives a simple majority of votes
during the first ballot in an election, a second,
deciding ballot shall be conducted between the
candidates who received the largest number of votes.
If the second ballot is tied, the election shall be
determined by drawing lots. Section 22
Record of the General Meeting of Shareholders  1.
    
    The proceedings at the General Meeting of
Shareholders shall be recorded by notarial deed, and
the record shall be signed by the notary public.2.
    
    The record shall have full probative value for the
shareholders, both with regard to their relationship
inter seand in their relationship to their
representatives.3.
    
    The proxy documents need not be attached to the record.  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 13




---



##### 



IV. Annual Financial Statements and
Appropriation of Retained Earnings Section 23
Fiscal Year, Annual Report, Annual Financial Statements
and Consolidated Annual Financial Statements, Formal
Approval of the Acts of the Executive and Supervisory
Boards, Distribution of Retained Earnings  1.
    
    The fiscal year shall be the calendar year.2.
    
    In the first three months of each fiscal year, the
Executive Board shall prepare the annual financial
statements, the consolidated annual financial
statements, the review of operations, and the review
of group operations for the previous fiscal year and
submit them to the Supervisory Board and to the
auditor. At that time the Executive Board shall
submit to the Supervisory Board the proposal it
wishes to make to the Annual General Meeting of
Shareholders concerning the appropriation of retained
earnings. These provisions do not affect the
provisions in the German Commercial Code, sections
298 (3) and 315 (3).3.
    
    The annual financial statements, the consolidated
annual financial statements, the review of
operations, the review of group operations, the
Supervisory Boards report pursuant to the German
Stock Corporation Act, section 171 (2), and the
Executive Boards proposal for the appropriation of
the retained earnings shall be available for the
shareholders inspection at the offices of the
Company from the time when the Annual General
Meeting of Shareholders is called.4.
    
    Each year, after receiving the Supervisory Boards
report pursuant to the German Stock Corporation Act,
section 171 (2), the Annual General Meeting of
Shareholders shall resolve within the first eight
months of the fiscal year on the formal approval of
the acts of the Executive and Supervisory Boards,
the appropriation of the retained earnings, the
appointment of the auditor, and in the cases
provided for by law, the adoption of the annual
financial statements, and approval of the
consolidated annual financial statements.5.
    
    When approving the annual financial statements, the
Executive and Supervisory Boards shall be authorized
to transfer to revenue reserves either all or part of
the annual net income remaining after deduction of
amounts to be transferred to the legal reserves and
of any accumulated losses carried forward. The
Executive and Supervisory Boards may not transfer
more than one half of the annual net income if, after
such transfer, the other revenue reserves would
exceed one half of the capital stock.6.
    
    If any non-voting preference shares in the Company
have been issued, the holders of such preference shares shall receive a share of the retained earnings
to be distributed that exceeds the dividend paid on
ordinary shares by at least 1 euro cent and is equal
to not less than 1 euro cent per preference share. In
the event that the retained earnings of a fiscal year
are not sufficient to pay the preferred amount  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 14




---



##### 



pursuant to sentence 1, the retained earnings of the
subsequent fiscal year shall first be used to pay the
arrears without interest before the entire preferred
amount for that fiscal year is distributed to the
holders of preference shares. In the event of there
being outstanding preferred amounts for several fiscal
years, the retained earnings shall first be used to pay
the arrears without interest in the order of their
accrual, and when all arrears have been paid, the
remainder shall be used to pay the preferred amount for
the fiscal year preceding the dividend distribution. The
right to back payment constitutes part of the share in
the profits of that fiscal year of which the retained
earnings are used to make the back payment on the
preference shares.7.
    
    Instead of distributing a cash dividend, the Annual
General Meeting of Shareholders can resolve to
appropriate retained earnings by way of distribution
in kind. Section 24
Costs of Incorporation and Conversion The Company shall bear all costs connected with its
incorporation and conversion, estimated to be DM 250,000.  End of Articles of Incorporation  Certificate I certify that this complete text of the Articles of
Incorporation contains the amendments as resolved and the
unamended provisions corresponding to the last previous
full text of the Articles of Incorporation filed on the
commercial register. The amendments reflect the amending
resolutions of the General Meeting of Shareholders of May
9, 2003 as recorded in my Report 5 UR 764/2003. Heidelberg, May 9, 2003 Notarys Office No. 5 Heidelberg G a u l, Head of Notaries Office, Notary Public  Articles of SAP Aktiengesellschaft Systeme
Anwendungen, Produkte in der Datenverarbeitung
 after the General Meeting of Shareholders
May 9, 2003
 Page 15