Declaration 2009

I.

The Board of Management and the Supervisory Board declare that the recommendations issued by the Federal Ministry of Justice on conduct by the “Government Committee on the German Corporate Governance Code” in the version dated 6 June 2008 published in the electronic Federal Gazette (Bundesanzeiger) were implemented in full during the past business year with the following deviations:

1.

In accordance with the resolution of the Annual General Meeting adopted on 24 June 2006, details of remuneration for Members of the Board of Management are not listed individually. The principles of the compensation system are not disclosed, in particular this information is not published on the Internet site of the company and details are not explained in the Annual Report. The Chairman of the Supervisory Board does not inform the Annual General Meeting of the principles of the remuneration system and their modification (deviation from section 4.2.3 last subsection, 4.2.4 and 4.2.5 of the Code).

2.

The principles on compensation pursuant to section 4.2.3 subsections 1 and 2 of the Code newly incorporated into the Code in June 2009 were not fully complied with during the last business year, because the contracts of service of the Members of the Board of Management were concluded previously and an amendment can only be made when the respective contract is next extended or a new contract is concluded.

3.

The contracts of service for the Members of the Board of Management include change of control conditions which entitle the Members of the Board of Management to terminate their contracts prematurely and in this case make provision for payments to be made by the company to the Member of the Board of Management for the remaining term of their contract of service. The level of payments declines as the term of the contract increases. Depending on when a premature termination of the contract by the Member of the Board of Management takes place on account of a change in control, the maximum amount defined in section 4.2.3 subsections 3 and 4 of the Code may therefore still be exceeded in the business year 2009. The recommendation in section 4.2.3 subsections 3 and 4 of the Code would then not have been complied with in the business year 2009.

4.

A Nomination Committee of the Supervisory Board was not set up – notwithstanding section 5.3.3 of the Code.

5.

Elections to the Supervisory Board are only carried out on the basis of an individual vote if a shareholder requests this procedure at the Annual General meeting (deviation from section 5.4.3 sentence 1 of the Code).

6.

In accordance with the resolution of the Annual General Meeting adopted on 24 June 2008, details of remuneration for Members of the Supervisory Board in the Corporate Governance Report (section 5.4.6 subsection 3 of the Code) are not listed individually and broken down according to components.

7.

Within 120 days of the close of a fiscal year the consolidated financial statements will be published on the Internet site of the company (deviation from section 7.1.2 of the Code).

8.

Half-yearly and quarterly financial reports were discussed with the Board of Management by the Chairman of the Audit Committee of the Supervisory Board before their publication and the chairman then reports in writing to the other members of the Audit Committee on the essential issues included in his discussion with the Board of Management (deviation from section 7.1.2 sentence 2 of the Code).

II.

I. The recommendations of the German Corporate Governance Code in the version dated 18 June 2009 were complied with since this date and such compliance will continue with the following deviations:

1.

In accordance with the resolution of the Annual General Meeting adopted on 24 June 2008, details of remuneration for Members of the Board of Management are not listed individually. The principles of the compensation system are not disclosed, in particular this information is not published on the Internet site of the company and details are not explained in the Annual Report. The Chairman of the Supervisory Board does not inform the Annual General Meeting of the principles of the remuneration system and their modification (deviation from section 4.2.3 last subsection, 4.2.4 and 4.2.5 of the Code).

2.

The principles on remuneration pursuant to section 4.2.3 subsections 1 and 2 of the Code newly incorporated into the Code in June 2009 are not yet fully complied with, because the contracts of service of the Members of the Board of Management were concluded previously and an amendment can only be made when the respective contract is extended or a new contract is concluded.

3.

A Nomination Committee of the Supervisory Board was not set up – notwithstanding section 5.3.3 of the Code.

4.

Elections to the Supervisory Board are only carried out on the basis of an individual vote if a shareholder requests this procedure at the Annual General meeting (deviation from section 5.4.3 sentence 1 of the Code).

5.

In accordance with the resolution of the Annual General Meeting adopted on 24 June 2008, details of remuneration for Members of the Supervisory Board in the Corporate Governance Report (section 5.4.6 subsection 3 of the Code) are not listed individually and broken down according to components.

6.

Within 120 days of the close of a fiscal year the consolidated financial statements will be published on the Internet site of the company (deviation from section 7.1.2 of the Code).

7.

Half-yearly and quarterly financial reports are discussed with the Board of Management by the Chairman of the Audit Committee before publication and the chairman then reports in a conference call to the other members of the Audit Committee on the essential items of his discussion with the Board of Management and subsequently prepares a summary of the telephone conference in writing for the members of the audit committee (deviation from section 7.1.2 sentence 2 of the Code).

Explanation of the deviations from the German Corporate Governance Code

SURTECO SE complies in the main with the recommendations of the Germany Corporate Governance Code. This also includes the recommendations of the Code newly incorporated in June 2009. If there are any deviations from the recommendations, we explain these pursuant to section 3.10 of the Code as follows:

1. The deviation in sections 1 and 5 of the Declaration of Compliance (no individual disclosure of the compensation for the Members of the Board of Management) is based on the resolution by the Annual General Meeting held on 24 June 2008. In the case of the other deviations in section 1 and in section 6, this relates to subsequent regulations to the effect that the resolution by the Annual General Meeting cannot be circumvented by reports generated in some other way.

2. Section 4.2.3 of the Code was newly incorporated in the Code in conjunction with the new statutory regulation of salaries for Members of Board of Management by the Act on the Appropriateness of Compensation for Members of Boards of Management dated 31 July 2009 (Federal Law Gazette 2009 I, p. 2509). The section is not fully complied with in relation to existing contracts of service of the Members of the Board of Management, because the existing contracts of service for the Members of the Board of Management were concluded under the legal regulations previously applicable. The variable elements of compensation are in any case determined on the basis of assessment over a number of years (deviation pursuant to section 2). Adaptation to the new legislation will take place after the exiting contracts of service have expired or new contracts are concluded.

3. The deviation in section 3 of the Declaration of Compliance for 2009 (severance payment cap) also results from the fact that existing contracts for Members of the Board of Management had already been concluded prior to introduction of the corresponding recommendation in the Code and hence amendment cannot be made to current contracts. Furthermore, the deviation would only have been relevant in 2009, since the severance payment will be reduced as the term of the contracts increases and the severance cap of the Code would no longer be exceeded in 2010.

4. A Nomination Committee of the Supervisory Board has not yet been set up, because there is currently no requirement for this in view of the size of the Supervisory Board and the existing shareholder structure (deviation in accordance with section 4 of the Declaration of Compliance for 2009 and section 3 of the Declaration of Compliance for 2010).

5. Elections to the Supervisory Board at SURTECO are hence only carried out on the basis of an individual vote, if a shareholder requests this procedure at the Annual General Meeting (section 5 of the Declaration of Compliance for 2009 and section 4 of the Declaration of Compliance for 2010). Experiences in the past indicate that there is generally no requirement for an individual vote so that a collective vote is preferable as the default option compared with an individual vote and this enables business at the Annual General Meeting to proceed more quickly. An individual vote is carried out if a shareholder requests this at the Annual General Meeting.

6. Section 7.1.2 of the Code provides for publication of consolidated financial statements within 90 days of the end of the reporting period. This deadline has been extended to 120 days in the case of SURTECO, in order to permit continuation of internal operations for drawing up the annual financial statements and the consolidated financial statements. An information deficit is not incurred as a result, since the relevant figures are in any case available in good time for the ordinary Annual General Meeting. The corresponding deviation is recorded in section 7 of the Declaration of Compliance for 2009 and section 6 of the Declaration of Compliance for 2010.

7. The deviation pursuant to section 8 of the Declaration of Compliance for 2009 and section 7 of the Declaration of Compliance for 2010 (discussion of the half-yearly and quarterly financial reports with the Chairman of the Audit Committee as the representative of the Audit Committee) is in accordance with previous practice at SURTECO which has proved to be effective in the opinion of the Supervisory Board and the Board of Management. The inclusion of the other members in written communication ensures that the Audit Committee as a whole is kept informed in a timely manner. The Chairman of the Audit Committee is kept thoroughly informed about the details of the accounts of the company and is available as the contact for the Board of Management prior to publication of interim reports.