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Declaration of Conformity 2008

The Executive Board and Supervisory Board of systaic AG hereby declare that the recommendations of the "Government Commission on the German Corporate Governance Code" (in the currently applicable version) are adhered to and have been adhered to in the past financial year 2008, with the following exceptions:

  • Contrary to Section 3.8 of the Code, a D&O liability insurance policy with no excess existed for the Executive Board and Supervisory Board as of 30 July 2008. In order to fulfil the recommendations of the Code, however, D&O liability insurance with an appropriate excess was taken out for the Executive Board and Supervisory Board with effect from 1 August 2008.

  • 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.

  • Contrary to Section 5.4. of the Code, the members of the Supervisory Board did not receive any performance-related remuneration supplementary to their fixed salaries in financial year 2008. In order to conform to the recommendations of the Code, however, a resolution was passed at the Annual Shareholders' Meeting on 29 May 2008, which provides for Supervisory Board members to receive a variable, performance-related remuneration in addition to their fixed salariest.

  • Contrary to Section 6.6 of the Code, a separate presentation of the overall shareholdings or related financial instruments of the Executive Board and Supervisory Board is not intended 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) are sufficient, if the shareholdings of an individual shareholder exceed certain thresholds.

Düsseldorf, 4 December 2008

The Executive Board
The Supervisory Board

 
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