Corporate Governance Declaration pursuant to Section 289a HGB

This Corporate Governance Declaration pursuant to Section 289 German Commercial Code (HGB) contains the Declaration of Conformity pursuant to Section 161 German Stock Corporation Act (AktG), as well as an explanation of the relevant corporate governance practices of systaic AG that go beyond the legal requirements. The function of the Executive Board and Supervisory Board of systaic AG is also described.

I.   Declaration of Conformity

The Executive Board and Supervisory Board of systaic AG declare the following 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

II.   Relevant disclosures on corporate governance practices

We consider sustainability, integrity and good corporate governance to be the guiding principles of systaic AG's corporate culture. Particularly for a company that operates in the field of solar energy, sustainable, economical, ecological and social action is an indispensable element of business culture. This includes integrity in dealing with employees, business partners, shareholders and the public, which has an overall bearing on systaic AG's conduct.

These key elements of systaic AG's entrepreneurial dealings serve to boost the confidence of national and international investors, business partners, the financial markets, employees and the public in the management and monitoring activities of systaic AG. Good compliance at systaic AG is essential for this, in other words, adherence to laws, statutes and the Company's Articles of Association, as well as any additional internal rules and regulations and voluntary agreements. In order to achieve the above-mentioned targets and values, systaic AG has set up its own compliance office, which ensures the Group-wide implementation and application of these values.

III.   Function of the Executive Board and Supervisory Board

The function of the Executive Board and Supervisory Board of systaic AG as a listed German stock corporation is primarily determined by the German Stock Corporation Act (Aktiengesetz) and, in addition, by the requirements of the prevailing version of the German Corporate Governance Code. The Company's Articles of Association and the rules of procedure for the Executive Board and the Supervisory Board also contain additional guidelines for the activities of these two executive bodies. The basic management principle is the so-called dual management system, which requires that a strict distinction be made between the members, responsibilities and competencies of the Executive Board as a management body and the Supervisory Board as a supervisory body.

Executive Board

The Executive Board is accountable for managing the Company and, in doing so, is bound to protecting the Company's interests and to sustainably increasing corporate value. The principle of overall responsibility applies, i.e. all members of the Executive Board are jointly responsible for the overall management of the Company. The Executive Board develops the corporate strategy and cooperates closely with the Supervisory Board to ensure this strategy is implemented.

The number of members of the Executive Board of systaic AG was reduced from four to two in financial year 2009. The Executive Board has the following members: Michael Pack, Chief Executive Officer (CEO) and Olaf Achilles, Chief Networking Officer (CNO). For more information on the members of the Executive Board and their spheres of responsibility, please visit the SYSTAIC website at: http://www.systaic.de/investorrelations-eng/corporate-governance-en0/systaic-executive-board.html. At the present time, the Executive Board of systaic AG has not formed any committees.

The principles for the cooperation of systaic AG's Executive Board are compiled in the Executive Board's rules of procedure at: http://www.systaic.de/investorrelations-eng/corporate-governance-en0/systaic-executive-board.html. These rules of procedure regulate in particular the principles of management, matters reserved for the Executive Board as a whole, decision-making, namely the required majorities for passing resolutions, management measures requiring the approval of the Supervisory Board, as well as the rights and obligations of the Chairman of the Executive Board. The areas of responsibility of the individual members of the Executive Board are regulated in the schedule of responsibility.

The Executive Board cooperates with the Supervisory Board as follows: the Executive Board provides the Supervisory Board with regular, detailed and up-to-date reports concerning all major aspects of business development for the systaic Group, significant business transactions, as well as the current earnings situation, including the risk position and risk management. Deviations of business development from projected plans and targets are discussed and explained in detail in these reports.
Supervisory Board

The Supervisory Board of systaic AG advises the Executive Board on managing the Company and monitors its activities. It appoints and dismisses the members of the Executive Board, resolves upon the remuneration system for the members of the Executive Board and specifies the total remuneration each member will receive.

The Supervisory Board of systaic AG has three members: Norbert Schwerber as Chairman of the Supervisory Board, Jürgen Weigand as Vice Chairman of the Supervisory Board, and Dr. Jörg Löffler. The members of the Supervisory Board were elected at the Annual Shareholders' Meeting in 2008 for the period until the end of the Annual Shareholders' Meeting in 2013. For more information on the members of the Supervisory Board please visit our website: http://www.systaic.de/investorrelations-eng/corporate-governance-en0/systaic-executive-board/systaic-supervisory-board.html.

In order to fulfil its duties, the Supervisory Board of systaic AG convenes at least four times a year. The members of the Supervisory Board are also in constant contact and coordinate with each other regarding the assessment of the economic situation and development of systaic AG and any resulting need for action. In urgent cases, the Supervisory Board of systaic AG also makes decisions over the phone, via e-mail or fax, etc. The principles for the cooperation of the Supervisory Board of AG are regulated in the rules of procedure of the Supervisory Board at: http://www.systaic.de/investorrelations-eng/corporate-governance-en0/systaic-executive-board.html. At the present time, the Supervisory Board of systaic AG has not formed any committees, since all matters are discussed in plenary session, due to the current number of Supervisory Board members.

If a member of the Supervisory Board encounters a conflict of interest between his activities for systaic AG and his activities for another company, he must inform the Supervisory Board of this. In the event of such conflicts of interest being material and more than just temporary in nature, the respective Supervisory Board member shall be obliged to resign from his office on the Supervisory Board. If conflicts of interest arise, the Supervisory Board reports these to the Annual Shareholders' Meeting and provides details on how they were handled. Conflicts of interest for the members of the Supervisory Board of systaic AG did not arise in financial year 2009.

The Supervisory Board regularly conducts a systematic review of the success and efficiency of its activities using a questionnaire to assess the efficiency of the Supervisory Board, which was developed by a work group of the Confederation of German Trade Unions (DGB), "Mitbestimmung" (co-determination) under the leadership of the Hans Böckler Foundation. The Supervisory Board used the questions in this questionnaire again last year to assess the efficiency of its activities and identified areas for improvement.

Düsseldorf, March 2010

systaic AG
The Executive Board