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 versions dated 12 June 2006 and 14 June 2007 published in the electronic Federal Gazette (Bundesanzeiger) were implemented in full during the past business yearwith the following deviations:

1.

In accordance with the resolution of the Annual General Meeting adopted on 22 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.

A Nomination Committee of the Supervisory Board was not set up - notwithstanding section 5.3.3 of the code.

3.

In accordance with the resolution of the Annual General Meeting adopted on 22 June 2006, details of remuneration for Members of the Supervisory Board in the Corporate Governance Report (section 5.4.7 subsection 3 of the Code) are not listed individually and broken down according to components.

4.

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).

II.

The recommendations of the German Corporate Governance Code in the version dated 14 June 2007 were complied with since this date and such compliance will continue withthe following deviations:

1.

In accordance with the resolutions of the Annual General Meetings adopted on 22 June 2006 and 31 August 2007, 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.

A Nomination Committee of the Supervisory Board is not set up - notwithstanding section 5.3.3 of the code.

3.

In accordance with the resolutions of the Annual General Meetings adopted on 22 June 2006 and 31 August 2007, details of remuneration for Members of the Supervisory Board in the Corporate Governance Report (section 5.4.7 subsection 3 of the Code) are not listed individually and broken down according
to components.

4.

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).

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).

I.

The Board of Management and the Supervisory Board declare that the recommendations on conduct by the "Government Committee on the German Corporate Governance Code" in the version dated 2 June 2005 published in the electronic Federal Gazette (Bundesanzeiger) were implemented in full during the past business year with the following exceptions:

1.

In accordance with the resolution of the Annual General Meeting adopted on 22 June 2006, details of remuneration for Members of the Board of Management are not listed individually. The principles of the remuneration system are not published on the Internet site of the company and 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 subsections 3 and 4 and 4.2.4 of the Code).

2.

In accordance with the resolution of the Annual General Meeting adopted on 22 June 2006, details of remuneration for Members of the Supervisory Board (section 5.4.7 subsection 3 of the Code) are not listed individually and broken down according to components.

3.

Within 60 days of the close of the reporting period, quarterly reports including segment reports and details on earnings per share will be published on the Internet site of SURTECO AG and the consolidated financial statements will be published within 120 days of the close of a fiscal year (deviation from section 7.1.2 of the Code).

II.

The recommendations of the German Corporate Governance Code in the version dated 12 June 2006 were complied with since this date and such compliance will continue with the following exceptions:

1.

In accordance with the resolution of the Annual General Meeting adopted on 22 June 2006, details of remuneration for Members of the Board of Management are not listed individually. In accordance with the resolution, a remuneration report will also not be drawn up pursuant to section 4.2.5 of the Code. 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 subsection 4, 4.2.4 and 4.2.5 of the Code).

2.

In accordance with the resolution of the Annual General Meeting adopted on 22 June 2006, details of remuneration for Members of the Supervisory Board (section 5.4.7 subsection 3 of the Code) are not listed individually and broken down according to components.

3.

Within 60 days of the close of the reporting period, quarterly reports including segment reports and details on earnings per share will be published on the Internet site of SURTECO AG and the consolidated financial statements will be published within 120 days of the close of a fiscal year (deviation from section 7.1.2 of the Code).

I.

The Board of Management and the Supervisory Board declare that the recommendations on conduct by the "Government Committee on the German Corporate Governance Code&" in the version dated 21 May 2003 published in the electronic Federal Gazette (Bundesanzeiger) were implemented in full during the past business year with the following exceptions:

1.

Details of remuneration for Members of the Board of Management (section 4.2.4 of the Code) are not listed individually. The principles of the remuneration system are not published on the Internet site and 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 its modification (deviation from section 4.2.3 subsections 3 and 4 of the Code).

2.

Details of remuneration for Members of the Supervisory Board (section 5.4.7 subsection 3 of the Code) are not listed individually and divided according to components.

3.

Within 60 days of the close of the reporting period, quarterly reports including segment reports and details on earnings per share will be published on the Internet site of SURTECO AG and the consolidated financial statements will be published within 120 days of the close of a fiscal year (deviation from section 7.1.2 of the Code).

II.

The recommendations in the version dated 2 June 2005 have also been complied with since this date and such compliance will continue with the following exceptions:

1.

Details of remuneration for Members of the Board of Management (section 4.2.4 of the Code) are not listed individually. The principles of the remuneration system are not published on the Internet site and 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 its modification (deviation from section 4.2.3 subsections 3 and 4 of the Code).

2.

Details of remuneration for Members of the Supervisory Board (section 5.4.7 subsection 3 of the Code) are not listed individually and divided according to components.

3.

Within 60 days of the close of the reporting period, quarterly reports including segment reports and details on earnings per share will be published on the Internet site of SURTECO AG and the consolidated financial statements will be published within 120 days of the close of a fiscal year (deviation from section 7.1.2 of the Code).

I.

The recommendations of the German Corporate Governance Code on conduct by the "Government Committee on the German Corporate Governance Code&" in the version dated 21 May 2003 have been and will be adopted with the exception of the recommendations specified under section II.

II.

SURTECO AG did not implement the following provisions of the Code during the fiscal year 2004:

1.

Details of remuneration for Members of the Board of Management (section 4.2.4 of the Code) are not listed individually. The principles of the remuneration system are not published on the Internet site and 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 its modification (deviation from section 4.2.3 subsections 3 and 4 of the Code).

2.

Details of remuneration for Members of the Supervisory Board (section 5.4.5 subsection 3 of the Code) are not listed individually and divided according to components.

3.

Within 60 days of the close of the reporting period, quarterly reports including segment reports and details on earnings per share will be published on the Internet site of SURTECO AG and the consolidated financial statements will be published within 120 days of the close of a fiscal year (deviation from section 7.1.2 of the Code).

I.

The recommendations on conduct by the "Government Committee on the German Corporate Governance Code&" in the version dated 21 May 2003 have been and will be adopted in the fiscal year 2003 with the exception of the recommendations specified under section II.

II.

SURTECO AG did not implement the following provisions of the Code during the fiscal year 2003:

1.

Details of remuneration for Members of the Board of Management (section 4.2.4 of the Code) are not listed individually. The principles of the remuneration system are not published on the Internet site and 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 its modification (deviation from section 4.2.3 subsections 3 and 4 of the Code).

2.

Details of remuneration for Members of the Supervisory Board (section 5.4.5 subsection 3 of the Code) are not listed individually and divided according to components.

3.

SURTECO AG prepares its financial statements (section 7.1.1 of the Code) in accordance with national accounting standards.

4.

Within 60 days of the close of the reporting period, quarterly reports including segment reports and details on earnings per share will be published on the Internet site of SURTECO AG and the consolidated financial statements will be published within 120 days of the close of a fiscal year (deviation from section 7.1.2 of the Code).

5.

Fees and other remuneration paid by SURTECO AG or a company of the SURTECO Group to the auditors for services outside the activity of the auditor (section 7.2.1 subsection 1 of the Code) are only published if such payments exceed the fee for the audit.