Declaration of Conformity
(pursuant to section 161 of the German Stock Corporation Act (AktG))
The management board (Vorstand) and the supervisory board (Aufsichtsrat) of the Company identify
with the goals of the Code to foster responsible and transparent corporate management and control,
oriented to a sustained increase in Company value. The members of the governing bodies declare that
after the Listing they will largely follow the recommendations of the Code as amended on 5 May 2015
and published in the Federal Gazette on 12 June 2015 presumably except for the following:
Section 3.8 para. 3
Section 3.8 para. 3 of the Code recommends agreeing on a specified deductible in any D&O (directors’ and officers’
liability insurance) policy to be taken out for members of the supervisory board (Aufsichtsrat). In the Company’s
opinion, the attitude of the supervisory board members in responsible acting and complying with German law will
not be supported by such specified deductible. Also, a deductible would reduce the attractiveness of supervisory
board activities, and thus also the Company’s chances in the competition to attract qualified candidates.
Section 4.1.5 sentence 1
Section 4.1.5 sentence 1 of the Code recommends taking diversity into consideration when filling managerial
positions, and, in particular, to aim for an appropriate consideration of women. The Company is considering
diversity. However, the focus here is on the professional qualification of the candidates (men and women).
Therefore, a deviation from section 4.1.5 sentence 1 of the Code is declared preventively.
Section 4.2.3 para. 2
According to section 4.2.3 para. 2 of the Code, the monetary compensation elements for the management board
(Vorstand) shall comprise fixed and variable elements. The supervisory board (Aufsichtsrat) must ensure that the
variable compensation elements are, in general, based on a multi-year assessment. Both positive and negative
developments shall be taken into account when determining variable compensation components. All
compensation components must be appropriate, both individually and in total, and in particular must not
encourage taking unreasonable risks. The amount of compensation shall be capped, both overall and for
individual compensation components. The variable compensation components shall be related to demanding,
relevant comparison parameters. Changing such performance targets or the comparison parameters retroactively
shall be excluded. The Company deviates from the aforementioned recommendations of the Code as the
members of the management board (Vorstand) are not entitled to remuneration for their service as members of
the management board (Vorstand) of the Company. The members of the management board (Vorstand) only
receive remuneration for their services as directors and/or officers of the Company’s subsidiaries.
Section 5.1.2 para. 1 sentence 2
According to the recommendation in section 5.1.2 para. 1 sentence 2 of the Code, the supervisory board
(Aufsichtsrat) shall pay attention to the aspect of diversity with regard to the composition of the management
board (Vorstand). The supervisory board (Aufsichtsrat) of the Company holds the view that the aspect of diversity is
a goal to be pursued; however, in the interest of the Company and its shareholders, the supervisory board
(Aufsichtsrat) considers the specialist know-how, capabilities and experiences of the candidates in their respective
fields of business and areas of responsibility to be decisive with regard to the composition of the management
board (Vorstand). On this basis, a deviation from section 5.1.2 para. 1 sentence 2 of the Code is declared
preventively.
1
Section 5.3
As a legal requirement for the formation of a committee that takes decisions, the committee must consist of at
least three members. Since the supervisory board (Aufsichtsrat) of the Company only consists of three members
due to the size of the Company, the formation of a committee is not necessary. Thus, the Company deviates from
the recommendation of section 5.3 of the Code.
Section 5.4.1 para. 2 and 3
Pursuant to section 5.4.1 para. 2 of the Code, the supervisory board (Aufsichtsrat) shall set specific objectives with
regard to its composition that take into account the company specific situation, the international scope of the
company’s business, potential conflicts of interest, the number of independent members of the supervisory board
(Aufsichtsrat) pursuant to section 5.4.2 of the Code, a set age limit for members of the supervisory board
(Aufsichtsrat) to be specified and a regular limit of length of membership to be specified for the members as well
as diversity. Pursuant to section 5.4.1 para. 3 of the Code, proposals issued by the members of the supervisory
board to the responsible corporate electoral bodies shall take those objectives into account and the objective
target shall be reported on in the Corporate Governance Report. In the interest of the company, the supervisory
board (Aufsichtsrat) will in each individual case solely base its nomination proposals to the shareholders’ meeting
on the skills, abilities and professional expertise. In this regard, the Company deviates from section 5.4.1 para. 2
and 3 of the Code.
Section 5.4.5 para. 2
Pursuant to section 5.4.5 para. 2 of the Code, the members of the supervisory board (Aufsichtsrat) on their own
take on the necessary training and further education measures required for their tasks. They shall in this regard be
supported by the company appropriately. Due to the fact that the requirements of the term “angemessen”
(appropriate) are not clear, the Company declares its deviation from this recommendation for reasons of caution.
Section 5.4.6 para. 1 sentence 2
Pursuant to section 5.4.6 para. 1 sentence 2 of the Code the exercising of the chair and deputy chair positions in
the supervisory board (Aufsichtsrat) as well as the chair and membership in committees shall be considered with
regard to the compensation of the members of the supervisory board (Aufsichtsrat). Since the supervisory board
(Aufsichtsrat) of the Company did not form any committees, the Company deviates from the recommendation of
section 5.4.6 para. 1 sentence 2 of the Code.
Section 7.1.2
The consolidated financial statements will probably not be made available publicly within 90 days from the end of
the financial year and the interim reports will probably not be available within 45 days from the end of the
reporting period as recommended in section 7.1.2 of the Code. The Company cannot guarantee that it can meet
the deadlines recommended by the Code in view of the need to include foreign companies in the consolidated
financial statements and interim reports. The consolidated financial statements will, however, be available within
four months from the end of the financial year, while interim reports will be published within the statutory
deadlines.
Cologne, 20 June 2016
The Management Board
The Supervisory Board
2