The principles of value-oriented and transparent corporate management and controlling have recently become increasingly important for the assessment and valuation of listed companies. The German Federal Minister of Justice tackled this issue in September 2001 with the convening of the Government Commission of the German Corporate Governance Code under the chairmanship of Dr Gerhard Cromme. The Government Commission approved the German Corporate Governance Code on February 26, 2002 and has since adapted it. Through the declaration of conformity in line with Article 161 of the AktG (added as a result of the Transparency and Publicity Act introduced on July 26, 2002, the Code has a legal basis. On the basis of Article 161 of the AktG, all listed companies are obliged to declare conformity with the requirements of the German Corporate Governance Code and explain any deviations from requirements (comply or explain). The particular aim of this is to fulfil the expectations of international investors.

The Executive Board and Supervisory Board of CENIT AG Systemhaus welcome the template for the German Corporate Governance Code and have decided to ensure widespread implementation of, and compliance with, the rules of the Code in the CENIT Group. CENIT AG Systemhaus thus demonstrates that responsible, value-oriented corporate management and controlling thereof are a top priority in the CENIT Group.

The Code comprises three regulation levels:

• Statutory regulations pertaining to the valid company law on the management and monitoring of listed companies; they are binding for all public limited companies in Germany and therefore do not form part of the declaration of conformity.
• Requirements in the form of recommendations which take into account nationally and internationally recognised standards of conduct; they are part of the declaration of conformity as defined in Article 161 of the AktG, i.e. the companies can in essence deviate from the Code, but are obliged to disclose this annually (comply or explain).
• Suggestions from the Code Commission for good and responsible corporate management and monitoring which are formulated with expressions such as "should" or "can" and for which no disclosure of deviation in line with Article 161 of the AktG is required.

German Corporate Governance Code governs the following areas:

• Shareholders and shareholders’ meeting
• Interaction of Executive Board and Supervisory Board
• Executive Board
• Supervisory Board
• Transparency
• Accounting and auditing.

As a listed public limited company, CENIT AG is conscious of the fact that the shareholders provide the necessary growth capital and therefore bear an entrepreneurial risk. Extensive transparency, open and prompt communication with investors, efficient risk management, compliance with stock exchange regulations and corporate management which focuses on the creation of value growth are therefore already essential elements of CENIT’s corporate philosophy.

CENIT AG already fulfils the high reporting standards required as a result of admission to the Prime Standard of the regulated market. CENIT AG Systemhaus therefore already complies with a number of the recommendations of the German Corporate Governance Code.

The Declaration of Conformity in accordance with Article 161 and the German Corporate Governance Codex in his current version of 26 May 2010 can be downloaded in german language here (PDF, 64 KB).

The Company’s Board of Directors is composed of the following persons:

• Mr Christian Pusch of Waldachtal, Speaker of the Board of Directors of CENIT Aktiengesellschaft. Field of responsibilities: finances, organization, human resources, marketing, investor relations
• Mr Kurt Bengel of Waiblingen, Member of the Board of Directors of CENIT Aktiengesellschaft. Field of responsibilities: operative business

Remuneration SystemThe system that determines the remuneration of the Board of Directors of CENIT AG combines fixed and success-based remuneration. During the reporting year, the Members of the Board of Directors received the following incomes:

This item mainly includes short-term remuneration for activities performed during the financial year.

Under the stock option plan, the commitment of 24,000 stock options for Mr. Christian Pusch remains unchanged. For Mr. Kurt Bengel, the commitment of 15,000 stock options remains unchanged. In the reporting year, the expense came to T€ 0 (previous year T€ 0).

The Supervisory Board and the Management Board renegotiated the employment contracts of Management Board members in December 2010, taking into account the statutory provisions of the VorstAG. The new regulations are effective as from January 1, 2011. In particular, an-nual total remuneration was limited to € 500,000.00 in the individual case. The employment contract of Mr. Kurt Bengel was extended and fixed until December 31, 2105.

The employment contracts of Mr. Pusch and Mr. Bengel contain compensation payments pur-suant to Section 74 HGB for the term of a one-year, a no-competition clause, as well as con-tinued remuneration for six months to be paid to their surviving dependents in the event of death.

No further pension obligations or benefits were promised in the event of termination of service. In the event, the company terminates the contract without substantial reasons the management board member receives as a maximum a two year payment of his fixed remuneration stated in the contract as compensation for the residual term of the contract. In any case, only the remaining period is remunerated.

The Company’s Supervisory Board is composed of the following persons:

• Mr Andreas Schmidt (independent corporate consultant) of Ahrensburg, Chairman since 30 May 2008
• Mr Hubert Leypoldt (independent public accountant, tax advisor, legal counsel) of Dettingen/Erms, Deputy Chairman
• Mr Andreas Karrer (Department Head, CENIT AG, Stuttgart) of Leinfelden-Echterdingen, Employee Representative, since 30 May 2008

Remuneration SystemPursuant to the Articles of Association, the Members of the Supervisory Board receive a fixed remuneration. Each Supervisory Board Member receives a fixed remuneration of 15,000.00 EUR, payable at the end of the business year. The Chairman of the Supervisory Board receives double this sum, his Deputy 1.5 times this sum.During the reporting year, the Members of the Supervisory Board received the following incomes:

The D&O insurance was continued in financial 2010 for Management Board members, Super-visory Board members and other executives. The premiums of T€ 25 (PY: T€ 25) were borne by the Company.

The Members of the Supervisory Board hold 193,392 shares, equivalent to 2.29% of the Company’s equity capital.

Please use the following link to get to the website of the governmental comittee of the German Corporate Governance Code. Here you can read or download the lastest version of the Code:

www.corporate-governance-code.de

• Entsprechungserklärung des Vorstands und des Aufsichtsrats der CENIT AG Systemhaus nach § 161 AktG vom Mai 2003.

• Entsprechungserklärung des Vorstands und des Aufsichtsrats der CENIT AG Systemhaus nach § 161 AktG vom Dezember 2002.

• CENIT Kodex.