Declaration of Conformity

The Managing Board, Supervisory Board and executives at SINGULUS TECHNOLOGIES endorse the principles of corporate transparency, accountability and control which serve to preserve and strengthen the confidence of shareholders, employees, business partners and the public in general.

Declaration of Conformity 2013 to the German Corporate Governance Code

The last declaration of conformity was published in January 2012 on the basis of the German Corporate Governance Code (the “Code”) amended as of May 26, 2010. Since issuing this declaration the SINGULUS TECHNOLOGIES AG has adhered to the recommendation of the German Corporate Governance Code as of May 26, 2010 with the exceptions set forth in the declaration of conformity. With effect from May 15, 2012, the Code was amended. Except for the following exception, the SINGULUS TECHNOLOGIES AG adhered and adheres to the modified Code as of May 15, 2012:

  1. As long as the Supervisory Board is comprised of three members, there were and will not be committees (cf. No. 5.3.1, 5.3.2 and 5.3.3 of the Code), since a proper fulfillment of the tasks of the Supervisory Board can only be achieved in a plenary meeting of the three-person Supervisory Board. In addition, corporate law provides that decision-making Supervisory Board committees have to have at least three Supervisory Board members. For this reason a delegation of tasks is not reasonable either.

  2. The Supervisory Board does not determine a mandatory quota for the appropriate participation of women in the Supervisory Board (cf. Art. 5.4.1 of the Code).

    Ms. Christine Kreidl is a member of the Supervisory Board since December 2012. The Supervisory Board very much appreciates that Ms. Kreidl was appointed as a member. However, the Supervisory Board does not deem it reasonable to set a specific goal for the future participation of women. The members of the Supervisory Board should exclusively be appointed according to expertise and qualification not subject to gender and nationality. They are to advise and monitor the Executive Board in a competent and efficient manner. Accordingly, the members should have expertise and industry insights in the area of high-tech engineering or in the management of complex development projects. Due to the traditionally low share of women in high-tech engineering or related sectors and due to the fact that the Supervisory Board is comprised of three members, a binding quota cannot be set in a reasonable manner.

  3. Following the amendments of the Code for the time being the Supervisory did not specify concrete targets for the number of independent Supervisory Board members (cf. Art. 5.4.1 of the Code). The Supervisory Board is currently exclusively comprised of independent members. On January 24, 2013 the Supervisory Board resolved a modification of its by-laws, according to which two thirds of the Supervisory Board are to be comprised of independent members. Correspondingly, the recommendations of the Code are now adhered to.

  4. The performance-related remuneration of the Supervisory Board is not tied to the company’s long-term business development (cf. Art. 5.4.6 of the Code). A variable compensation satisfying the recommendations of the Code requires a multi-year basis for compensation. According to Art. 11.1 of the by-laws of the SINGULUS TECHNOLOGIES AG the performance-related compensation of the Supervisory Board is based on the Group’s earnings per share of the previous business year. At the next Annual General Meeting the Executive Board and the Supervisory Board will recommend to modify the compensation of the Supervisory Board to a purely fixed component.

Except for the aforementioned deviations the SINGULUS TECHNOLOGIES AG adheres to the recommendation of the German Corporate Governance Code as amended as of May 15, 2012 and will adhere to them in the future as well.

Kahl am Main, January 2013

Dr.-Ing. Wolfhard Leichnitz
Chairman of the Supervisory Board

Christine Kreidl
Deputy Chairwoman of the Supervisory Board

Dr. rer. nat. Rolf Blessing
Member of the Supervisory Board

Dr.-Ing. Stefan Rinck
Chief Executive Officer

Dipl.-Oec. Markus Ehret
Board Member Responsible for Finance, Controlling, Human Resources and IT, CFO

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