Declaration of Conformity 2009

of the Executive Board and Supervisory Board of systaic AG
on the German Corporate Governance Code
pursuant to Section 161 AktG

Since releasing its last Declaration of Conformity, systaic AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code (the “Code”) in its prevailing version, with the exceptions listed in this Declaration, and it shall continue to do so in future with the same exceptions.

• Contrary to Section 3.8 of the Code, the D&O insurance policy for the Supervisory Board of systaic AG does not provide for an excess of at least 10% of the damages up to at least 1.5 times the fixed annual remuneration of the respective member of the Supervisory Board. systaic AG has provided for an excess in the D&O insurance policy for Supervisory Board members; however, the amount of this excess does not comply with the above requirement of the Code applicable since 18 June 2009, as an adjustment has not been made since the Code was amended.
  
  
• Section 4.2.3 of the version of the Code applicable since 18 June 2009 stipulates that the variable components of the remuneration to be paid to the members of the Executive Board should take account of both positive and negative developments. The variable remuneration of the Executive Board members of systaic AG is contingent upon the achievement of certain operative earnings targets; the Supervisory Board considers this to be appropriate.
  
  
• Contrary to Section 5.2 and Section 5.3 of the Code, the Supervisory Board of systaic AG currently only has three members who do not form any committees. As the Supervisory Board consists of just three members, all Supervisory Board matters are discussed in plenary session. The Executive Board and Supervisory Board therefore do not consider it necessary to form committees.
  
  
• Section 5.4.1 of the Code requires that candidate proposals submitted for the election of Supervisory Board members also take into account an age limit to be specified for Supervisory Board members. Such an age limit was not specified; the Executive Board and Supervisory Board of systaic AG prefer to assess on a case-by-case basis whether a proposed candidate is suitable for membership of the Supervisory Board, regardless of their age.
  
  
• Section 6.6 of the Code prescribes a separate presentation of the overall shareholdings or related financial instruments of the Executive Board and Supervisory Board. The Company does not intend to provide this information in the Corporate Governance Report, even if the total holdings of all Executive and Supervisory Board members exceed 1% of the Company’s shares. It is the opinion of the Executive Board and Supervisory Board that the duties of notification foreseen by the German Securities Trading Act (Wertpapierhandelsgesetz) – which require notification if the shareholdings of an individual shareholder exceed certain thresholds – are sufficient.

Düsseldorf, 16 December 2009

The Executive Board
The Supervisory Board