Declaration of the Managing Board and the Board of Directors of MBB Industries AG on The German Corporate Governance Codex pursuant to Art. 161 of the Companies Act (AktG)

In 2001 the German government established a commission in order to develop a German Corporate Governance Code. This Code was presented on February 26, 2002. On May 26, 2010, a new version of the German Corporate Governance Code was issued and published by the Federal Ministry of Justice on July 2, 2010 in the government's electronic Federal Gazette.

German companies are mandatorily required to apply these provisions. Under Art. 161 of the German Securities Act, companies listed on the stock market must publish an annual declaration of their compliance with the recommendations.

The Board of Directors made the the following declaration on March 15, 2011:

Declaration of the Managing Board and the Board of Directors of MBB Industries AG on The German Corporate Governance Codex pursuant to Art. 161 of the Companies Act (AktG). 

The Managing Board and the Board of Directors of MBB Industries AG made the last declaration of conformity in accordance with section 161 of the AktG on April 15, 2010. The following declaration relates to the period since publication of the last declaration till July 2, 2010 to the German Corporate Governance Code in its version of June 18,2009. For the period starting from July 3, 2010 the following declaration relates to the German Corporate Governance Code in its version of May 26, 2009, published on July 2, 2010 in the government's electronic Federal Gazette.

The Managing Board and the Board of Directors of MBB Industries AG hereby declare that the recommendations of the ‘Government Commission – German Corporate Governance Codex’ - with the following exceptions - has been complied with and continues to be complied with:

3.8. 
D&O Insurance: There is no deductible on the D&O insurance for Managing Board and Board of Directors members. We have absolutely no doubt that both our executive bodies and our employees perform their duties with all due care and attention. While the deductible for managing board members is to be applied once the current contracts have expired, we regard the deductible for members of the board of directors as inappropriate in view of the amount of the fixed compensation for board members.

5.3.
Board of Directors Committees: The MBB Industries AG Board of Directors comprises three members. The formation of Board of Directors committees is therefore not possible. We consider the given number of directors on the Board as sufficient with regard to both the relatively small size and prominence of the company.

5.4.1. 
No age limit has been fixed for members of the Board of Directors. With due regard to the age of the members of the Board of Directors and the remaining available term duration, we see no need to fix an age limit.

7.1.2.
Publications: Consolidated financial statements and interim reports are published in accordance with the statutory deadlines, and as laid down by the German stock exchange. As a holding company focusing on majority stakes in medium-sized industrial companies, MBB Industries is called upon to consolidate numerous individual companies and also to perform regular initial consolidation and deconsolidation activities. Adherence to the deadlines proposed in the Corporate Governance Codex would therefore lead to a considerable increase in expense on the part of the company.

Berlin, March 15, 2011