Statement

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.

2010 Declaration of Conformity to the German Corporate Governance Code

1. The last declaration of conformity was issued on March 8, 2010 on the basis of the German Corporate Governance Code in the version dated June 18, 2009. In the 2010 business year SINGULUS TECHNOLOGIES AG observed the recommendations of the German Corporate Governance Code in the above version, with the following departures:  

1.1 In connection with the conclusion of liability insurance for the members of its Boards (“D&O insurance”) the company has not agreed a deductible (Article 3.8).

Instead, the company has agreed with the members of the Executive and Supervisory Boards that they are each to pay their own premium for the D&O insurance, which is taken out as a group insurance scheme for all Board members of the company and its group companies (regarding Article 3.8 Para. 2 of the Code). Accordingly the members of the Executive and Supervisory Boards are economically treated as if they themselves, rather than the company, had taken out D&O insurance. In such an arrangement, no deductible is necessary.

With regard to the statutory deductible required for Executive Board members, the insurance policy for the Executive and Supervisory Board members was amended from 2011. It now envisages a deductible of 10 % for all Board members. 

1.2 As long as the Supervisory Board is comprised of only three members, no committees were or will be formed (regarding Articles 5.3.1, 5.3.2 and 5.3.3 of the Code), since the tasks of the Supervisory Board can be properly fulfilled in a plenary meeting of the three-person Supervisory Board. Moreover, regulations according to stock corporation law would require decision-making Supervisory Board committees to be comprised of three Supervisory Board members. For this reason the delegating of tasks is not appropriate.

1.3 No individualized disclosures about annual contributions to the provisions for pensions or pension funds for pension obligations for Executive Board members are made (regarding Article 4.2.5 in conjunction with 4.2.3 of the Code). The Compensation Report as part of the Group’s Status Report already includes information about the compensation of the individual Executive Board members and the total extent of pension promises pursuant to the requirements of the Executive Board Compensation Disclosure Act (Vorstandsvergütungsoffenlegungsgesetz). SINGULUS TECHNOLOGIES AG does not consider more detailed reporting of the provisions for pensions to be necessary. 

2. The Federal Department of Justice published an amendment to the German Corporate Governance Code on July 2, 2010 following its agreement on May 26, 2010. During the current 2011 business year SINGULUS TECHNOLOGIES AG will adhere to the recommendations of the German Corporate Governance Code in the version dated May 26, 2010. This excludes the departures explained in the above Articles 1.2 and 1.3. The following departure in addition applies for the 2011 business year. 

2.1 The Supervisory Board does not specify any binding quota on the appropriate representation of women on the Supervisory Board (regarding Article 5.4.1 of the Code).

The members of the Supervisory Board are to be selected exclusively on the strength of their expertise and qualifications, without consideration of their gender and nationality. The Supervisory Board has three members. Their task is to advise and supervise the Executive Board competently and efficiently. The members must therefore possess management expertise and industry knowledge in the field of high-tech mechanical engineering, and preferably of solar systems. The Supervisory Board would welcome motivated women with the necessary qualifications and expertise as members of the Supervisory Board. High-tech mechanical engineering is, however, traditionally an industry with very low numbers of women at management level. The Supervisory Board therefore does not consider it appropriate to specify a quota within a fixed time horizon.

 


Kahl am Main, March 2011
SINGULUS TECHNOLOGIES AG
Roland LacherGünter BachmannDr.-Ing. Wolfhard Leichnitz
Dr.-Ing. Stefan RinckMarkus Ehret
OK

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