Corporate Governance

Declaration of Compliance with the German Corporate Governance Code

Pursuant to section 161 of German Stock Corporation Law, the Management and Supervisory Boards of Koenig & Bauer AG herewith declare their compliance with the principles of the German Corporate Governance Code, as amended on 14 June 2007, with the following deviations:

A nomination committee for proposing suitable candidates to the Supervisory Board for recommendation to the General Meeting has not yet been formed (provision 5.3.3).

Supervisory Board remuneration is disclosed in the Corporate Governance section in the form of fixed and variable components. Individual remuneration is not disclosed (provision 5.4.7).

Total equity holdings are disclosed in the Corporate Governance section in the form of holdings by the Management Board and by the Supervisory Board. Individual holdings are not disclosed (provision 6.6).

The list of third party companies in which it has a shareholding that is not of minor importance for the enterprise does not include the operating result of the past financial year (provision 7.1.4).

Since issuing the last declaration of compliance in February 2007, Koenig & Bauer AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code, as amended on 12 June 2006, with the following exceptions: Board remuneration and equity holdings were not disclosed individually in the Corporate Governance section or explanatory notes to the Group accounts (provisions 5.4.7 and 6.6). Directors’ dealings were not republished in the Corporate Governance section (provision 6.6). The list of third party companies contained no information on operating results (provision 7.1.4).

Würzburg, 21 February 2008

Koenig & Bauer AG

For the supervisory board: Dieter Rampl Chairman	For the management board: Albrecht Bolza-Schünemann President and CEO