Addendum to the Declaration of Conformity of September 10, 2015
The Executive Board and Supervisory Board of MeVis Medical Solutions AG have submitted their latest Declaration of Conformity on September 10, 2015. They hereby declare, pursuant to section 161 of the German Corporation Act (AktG) and in addition to the deviations indicated in the Declaration of Conformity of September 10, 2015, the following deviations from the recommendations of the commission "Regierungskommission Deutscher Corporate Governance Kodex" in the version of May 5, 2015:
- According to section 5.4.2 of the GCGC (German Corporate Governance Code) the Supervisory Board shall include an appropriate number of independent members. The Supervisory Board consists of three members. According to the nominations for the Annual General Meeting on June 7, 2016 it is intended to fill all Supervisory Board seats with persons who are employed by companies of the Varian Medical Systems Group. Varian Medical Systems currently holds the majority of shares in the Company via the VMS Deutschland Holdings GmbH, which has concluded a domination and profit and loss transfer agreement with the Company. Deviating from section 5.4.2 of the GCGC the Supervisory Board shall include no independent members in the future. For this reason, a number of independent members cannot be taken into account when naming the objectives for the composition of the Supervisory Board pursuant to section 5.4.1 of the GCGC. The Company considers the complete occupation of the Supervisory Board with members that are employed by companies of the majority shareholder as appropriate.
- At the Annual General Meeting held on June 7, 2016, an amendment of the Articles of Association is proposed to the shareholders, that Supervisory Board members will only receive a remuneration for fiscal years beginning after January 1, 2016, when granted by the General Meeting in accordance with section 113 para. 1 sentence 2 of the German Corporation Act (AktG). Since all candidates, proposed for election at the AGM on June 7, 2016, are employed by companies of the Varian Medical Systems Group, the indirect majority shareholder of the Company, and shall receive no separate remuneration for their services to the Company, such authorization by the General Meeting is not intended. Since the Supervisory Board members receive no remuneration by the Company for fiscal years after January 1, 2016, as a purely precautionary measure, it is pointed out that accordingly as opposed to section 5.4.6 para. 1 sentence 2 of the GCGC the Chair and Deputy Chair positions in the Supervisory Board are not reflected in the remuneration and as opposed to section 5.4.6 para. 3 sentence 1 of the GCGC no Supervisory Board remuneration can be reported individually in the notes or management report.
Bremen, May 27, 2016
Vorstand:
(Vorsitzender)
Marcus Kirchhoff Dr. Robert Hannemann
Aufsichtsrat:
Jörg Fässler Dr. Jens Kruse Glen A. Hilton (Vorsitzender) (stv. Vorsitzender)