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 17, 2014:

The Managing Board and Supervisory Board of MBB Industries AG submitted the last declaration of conformity in accordance with section 161 AktG on 20 March 2013 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 13 May 2013.

The Managing Board and Supervisory Board of MBB Industries AG hereby confirm that they comply with the recommendations of the Government Commission on the GermanCorporate Governance Code with the following exceptions:

Section 3.8:
D&O insurance: The D&O insurance policy for the members of the Supervisory 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 the members of the Supervisory Board, we do not consider a deductible for the Supervisory Board to be appropriate.

Section 4.2.1:
Composition of the Managing Board: The Supervisory Board is of the opinion that the size and management structure of the Company mean that it can also be managed by a sole member of the Managing Board.

Section 5.1.2:
Composition of the Managing Board: When filling positions on the Managing Board of MBB Industries AG, the Supervisory Board observes 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 Managing Board. Bycontrast, while the Supervisory Board expressly welcomes diversity, it considers criteria such as a candidate’s gender to be secondary.

Section 5.3:
Supervisory Board committees: As the Supervisory Board of MBB Industries AG consists of three members, no committees can be formed. We consider the number of Supervisory Board members to be adequate in light of the size and importance of the Company.

Section 5.4.1:
An age limit is not specified for the members of the Supervisory Board. In light of the age of the Supervisory Board members and their remaining term of office, we do not believe there to be any reason to introduce such a limit.

Section 5.4.4:
Moving from the Managing Board to the Supervisory Board and chairmanship of the Supervisory Board: The Annual General Meeting on 17 June 2013 exercised its statutory option to elect the former Managing Board member Mr. Gert-Maria Freimuth to the Supervisory Board. Mr. Freimuth was subsequently

elected as Chairman of the Supervisory Board. The Supervisory Board considers this decision to be appropriate in light of Mr. Freimuth’s knowledge and experience, particularly since the Supervisory Board has a further two independent members and the small size of the Supervisory Board and the lack of committees

means that chairmanship of the Supervisory Board does not havethe same degree of importance as is the case for large and codetermined supervisory bodies. Furthermore, the Supervisory Board is of the opinion that the election of the Chairman of the Supervisory Board is entirely a matter for the Supervisory Board.

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 Industries is required to consolidate a number of individual companies as well as regularly performing first-time consolidation and deconsolidation. As such, compliance with the periods proposed by the German Corporate Governance Code would lead to significantly increased expense for the Company.

Berlin, March 17, 2014

Dr. Peter Niggemann
Chairman oft he Advisory Board   

Dr. Christof Nesemeier
Chairman oft he Managing Board