Declaration of Management Principles, § 289a HGB

In this declaration, the Management Board of Jetter AG describes the principles of management as prescribed in § 289 a HGB, also in the name of the Supervisory Board.

Jetter AG is a German company limited by shares, which are quoted on the stock exchange. As such, management is primarily subject to the German Aktiengesetz; the German Corporate Governance Code also plays an important role.

Following German law, management of Jetter AG is organised in a dual structure, with a strict separation between the Management Board as executive organ and the Supervisory Board as control organ. Both boards closely co-operate in the best interest of the company.

The Management Board runs the company with full responsibility. The members are jointly responsible for the entire management process. They develop the corporate strategy and implement it in accordance with the Supervisory Board. Each board member is responsible for managing the area attributed to them within the framework of jointly taken decisions. The working principles of the board are summarised in the rules of procedure decreed by the Supervisory Board. It regulates especially the items reserved for the entire board, the decision taking process, decisions that must be approved by the Supervisory Board and the rights and duties of the chairman of the Management Board. The Management Board of Jetter AG currently has three members.

The Management Board regularly, timely and comprehensively informs the Supervisory Board about all material aspects of the business development, significant events and the current income situation, including the risk situation and the risk management.

The Supervisory Board advises the Management Board in the management of the company and supervises its activity. It appoints and dismisses the members of the Management Board, decrees the remuneration system for the Management Board and defines the members’ individual salaries. The Supervisory Board is party to all decisions which are of fundamental importance for Jetter AG. The Supervisory Board of Jetter AG consists of three members, who are elected by the General Assembly. The Supervisory Board has adopted rules of procedure. Due to its size, the board has no committees.

The Supervisory Board has a sufficient number of independent members with no material business or personal affiliation with the company or its Management Board, and who have expertise in the fields of accounting or auditing. The Supervisory Board has set these specific objectives for its composition: professional diversity (especially regarding the fields of technology, economy and law), internationality through professional experience abroad and avoidance of potentially conflicting interests through the exclusion of relations to competitors. These objectives have been observed in the past; this is also the intention for future candidate proposals.

Jetter AG largely follows the recommendations of the German Corporate Governance Code. The declaration of conformity according to § 161 AktG cites and explains the exceptions from the code’s recommendations. Here you can find the current declaration of conformity, and here the declarations from the past.

Jetter AG has adopted a corporate philosophy, describing its identity with respect to the stakeholders with whom it interferes. You can access the philosophy here.

Ludwigsburg, February 2012

The Management Board of Jetter AG