Corporate Governance

Declaration of Compliance with the German Corporate Governance Code

Pursuant to section 161 of German Stock Corporation Law, the Supervisory and Management Boards of Koenig & Bauer AG herewith declare their compliance with the principles of the German Corporate Governance Code, as amended on 26 May 2010, with the following deviations:

1. At present the policy excess borne by members of the Supervisory Board for D&O liability insurance is lower than is recommended in provision 3.8 of the Code. We have no plans to raise the excess to a minimum of one-and-a-half times the fixed annual remuneration because our Supervisory Board discharges its duties with conscientious dedication at all times and in full, irrespective of the level of such excess.
2. The remuneration of individual members of the Supervisory Board is not disclosed (provision 5.4.6). However, the total sum has long been stated as fixed and variable components. We believe that this, together with the information on the remuneration system anchored in the articles of association, is perfectly adequate.
3. Supervisory Board remuneration contains appropriate adjustments for the chairman and vice-chairman, but not for committee work, since this is covered by the increase in annual remuneration (provision 5.4.6).
4. The individual equity holdings of the members of the Supervisory and Management Boards are not disclosed (provision 6.6). In our opinion the separate disclosure of the total equity held by the Supervisory Board and by the Management Board adequately addresses investors’ information requirements.
5. For competitive reasons the list of third party companies in which KBA has a shareholding that is not of minor importance for the enterprise does not include the operating result for the past financial year (provision 7.1.4).

Since issuing the last declaration of compliance in February 2011, Koenig & Bauer AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code, as amended on 26 May 2010, with the following exceptions: the policy excess borne by members of the Supervisory Board for D&O liability insurance is lower than one-and-a-half times the fixed annual remuneration (provision 3.8); no individual Supervisory Board remuneration and Board equity holdings have been disclosed (provisions 5.4.6 and 6.6); and the list of third party companies contains no information on operating results (provision 7.1.4).  

Würzburg, 17 February 2012  

Koenig & Bauer AG

For the Supervisory Board: Dieter Rampl, Chairman                                                       

For the Management Board: Claus Bolza-Schünemann, President and CEO