Corporate Governance

The Government Commission, appointed by the Minister of Justice in September 2001, adopted the German Corporate Governance Code on 26 February 2002. Through the Declaration of Conformity pursuant to § 161 of the Stock Corporation Act (AktG), the Code has a legal basis. In a joint meeting on 14 November 2011, the management board and supervisory board of Jetter AG have adopted the following declaration:

Declaration of Conformity with the German Corporate Governance Code

The management board and supervisory board of Jetter AG declare that the recommendations of the "Government Commission German Corporate Governance Code" have been and are being complied with, save the following exceptions:

1. Age Limit for the Members of the Management Board and Supervisory Board
   The German Corporate Governance Code recommends that an age limit be fixed for the members of the management board and supervisory board. Jetter AG does not apply this recommendation, because a fixed age limit is considered an inappropriate limitation for the choice of potential members. In each individual case, however, care is taken to avoid a negative impact of the member's age on the performance of their function.
   
   
2. Supervisory Board Members' Compensation
   The German Corporate Governance Code recommends that members of the supervisory board receive fixed as well as performance-related compensation, and that committee membership be specifically compensated. Jetter AG does not apply these recommendations, because we think that performance-related compensation linked to the copany's success might compromise the necessary neutrality of the supervisory board in assessing risk in the frame of supervising management.
   
   
3. Publication of Compensation System on the Company's Website
   The German Corporate Governance Code recommends that the salient points of the compensation system and the concrete form of a stock options scheme shall be published on the company's website. Jetter AG does not apply this recommendation, because the rules are relatively simple and are explained in the general meeting.
   
   
4. Appointment of management, management board or supervisory board positions
   The German Corporate Governance Code recommends an appropriate consideration resp. proportion of women. The management and supervisory board of Jetter AG hold the opinion that sex is not an especially qualifying element in a candiate and therefore choose to ignore this element in the choice of the most apt candidate.

Ludwigsburg, 14 November 2011

For the Management Board: Martin Jetter  For the Supervisory Board: Dr. Michael Oltmanns