Declaration of the Board of MBB SE 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. 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 made the following declaration on 17 March 2015:

The Managing Board and Supervisory Board of MBB Industries AG submitted the last declaration of conformity in accordance with section 161 AktG on 17 March 2014 and complied with this declaration of conformity with the exceptions stated therein. The following declaration updates this declaration of conformity and relates to the German Corporate Governance Code (hereinafter also the “Code”) in the version dated 24 June 2014.

The Board of MBB SE hereby confirms to comply with the recommendations of the Government Commission on the German Corporate Governance Code with the following exceptions:

Section 3.8:
D&O insurance: The D&O insurance policy for non-executive members of the Board does not provide for a deductible. We are confident that our executive bodies and employees exercise their duties with the greatest care and diligence. In light of the relatively low level of fixed remuneration paid to non-executive members of the Board, we do not consider a deductible for the Board to be appropriate. The D&O insurance for the Chief Executive Officer provides for a deductible of 10%, but the 1.5 fold of the fixed yearly compensation as a maximum.

Section 4.2.1:
Composition of Executive Management: The Board believes that the size and management structure of the company allows it to be managed by a sole Chief Executive Officer.

Section 5.1.2:
Composition of Executive Management: When appointing members of the Executive Management, the Board will follow the requirements of the German Stock Corporation Act by ensuring that candidates have the skills, knowledge and experience that are required for the work of the Executive Management. However, the Board considers criteria such as a candidate’s gender as less decisive, even though it expressly welcomes diversity.

Section 5.3:
Board committees: As the Board consists of three members, no committees can be formed. We consider the number of Board members to be adequate in light of the size of the company.

Section 5.4.1:
An age limit is not specified for the members of the Board. In light of the age of the Board members and their remaining term of office, we do not believe that it is necessary to introduce such limit.

Section 7.1.2:
Publications: The consolidated financial statements and interim financial reports are published in accordance with the statutory periods and those imposed by Deutsche Börse for the Prime Standard. As an industrial holding company with a focus on majority interests in small and medium-sized industrial companies, MBB SE is required to consolidate a number of individual companies as well as regularly performing first-time consolidations and deconsolidations. Therefore, adhering to the periods proposed by the German Corporate Governance Code would lead to disproportionate efforts for the company.

Berlin, March 17, 2015

Gert-Maria Freimuth
For the Board