Germany
Entsprechenserklärung 12/2007 (EN)
Declaration of conformity of Kontron AG to the German Corporate Governance Code as per § 161 of the Stock Corporation Act (AktG)
In accordance with § 161 of the Stock Corporation Act, the Management and Supervisory boards of Kontron AG hereby issue the following declaration of conformity with the recommendations of the "Government Commission on the German Corporate Governance Code":
1. Kontron AG will conform with the recommendations of the German Corporate Governance Code in the version of June 14, 2007, with the following exceptions:
a. The Company has currently no agreement in place for the members of the Supervisory Board concerning a deductible for the D&O insurance (Code Figure 3.8 Paragraph 2).
While the Company has agreed an appropriate deductible with the members of the Management Board on the basis of individual agreements, a corresponding agreement is currently not in place for the members of the Supervisory Board.
The Management and Supervisory boards are of the view that the agreement of a deductible for the Supervisory Board is currently not justified due to the low level of the remuneration scheme at Kontron AG.
b. The Code envisages that the presentation of the actual structure of an equity option plan or comparable structures for components with long-term incentive effects should report their values (Code Figure 4.2.5 Paragraph 2 Clause 1).
The Management and Supervisory boards are of the view that disclosure of the number of equity options issued is sufficient. The Management and Supervisory boards regard disclosure of the value of the options as unnecessary.
c. The Supervisory Board has not formed a nomination committee (Code Figure 5.3.3).
The creation of a nomination committee has been deemed unnecessary due to the size of the Supervisory Board.
2. Since the last declaration of conformity issued in December 2006, Kontron AG has conformed in principle with the recommendations of the German Corporate Governance Code. From the Code as of June 14, 2007, the following recommendations have not been applied: from Figures 3.8 Paragraph 2, 4.2.5 Paragraph 2 Clause 1, 5.3.3. From the recommendations of the Code as of June 12, 2006, the following recommendations have not been applied: from Figures 3.8 Paragraph 2, 4.2.5 Paragraph 2 Clause 1.
Eching, December 2007
The Management and Supervisory boards of Kontron AG