11 88 0 Solutions AG — Governance Information 2011

Dec 28, 2011

Declaration of Compliance

by the Management Board and the Supervisory Board of telegate AG in accordance with § 161 of the Stock Corporation Act relating to the German Corporate Governance Code

Management Board and Supervisory Board of telegate AG hereby confirm telegate AG's compliance with recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official portion of the electronic federal gazette, as of 26. Mai 2010 with the exception of the following recommendations:

Clause 2.3.1/2.3.3 Support of postal vote

The company neither offers postal vote nor the support provided in this respect of shareholders regarding the performance of a postal vote. telegate AG's Articles of Incorporation do not provide postal vote as participation and the relevant provisions of the German Corporate Governance Code are not applied accordingly.

Clause 3.8 Own risk retention in the case of D&O insurance

The D&O liability insurance of members of telegate AG's Management Board and Supervisory Board provides for own risk retention since January 01, 2011 respectively May 01, 201,1. telegate was still bound by existing insurance contracts for the annual year 2010. In this respect, however, telegate AG concluded new insurance contracts for the members of the Management Board, which came into effect on January 01, 2011 and May 01, 2011 respectively and provide for a corresponding own risk retention. In this respect, telegate AG complies with the recommendations of clause 3.8 German Corporate Governance Code since May 01, 2011.

Clause 4.2.1 Composition of the Management Board

telegate AG's Management Board consisted of three members until March 31, 2011 and of two members from April 01, 2011 to November 15, 2011. By deviating from clause 4.2.1 German Corporate Governance Code, the Management Board only consisted of one member for a transitional period between November 16, 2011 and November 30, 2011. In this respect, telegate AG complies again with the recommendations of clause 4.2.1 German Corporate Governance Code since December 1, 2011.

Clause 4.2.3 Management Board's variable compensation and period of computation compensation cap

Regarding the Management Board's variable compensation clause 4.2.3, section 3 s. 3 of the German Corporate Governance Code recommends to exclude retroactive changes concerning performance targets set for the Management Board, telegate AG will deviate in this respect. In light of Mr. Schiavo being nominated as CEO of telegate AG by December 1, 2011 and his performance targets being agreed for the period of the annual years 2012 -2014, the performance targets as well as the respective assessment period regarding the variable remuneration of the CFO, Ralf Gruesshaber, shall be adapted accordingly as of the accounting year 2012. Synchronisation and standardisation of the Management Board Members' performance targets have to date been the company's code of practise and encourage a common objective for the Management Board in middle and long term perspective.

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By deviation from clause 4.2.3, section 4 GCGC, the computation of the compensation cap is adjusted to the fixed remuneration of the previous annual year before termination of the employment and computation of the variable remuneration is adjusted to the amount of the average value of the variable remuneration paid during the 3 preceding annual years. telegate AG is of the perception that this method of computation has appropriate results. It avoids a disproportional weighting of a remuneration paid in a certain annual year within the variable remuneration field. Thus, a distant effect of individual and singular circumstances, if applicable, is avoided and a broader assessment basis is established.

Clause 4.2.4/ 4.2.5 Individual disclosure of remuneration of Management Board

The total remuneration of each one of the members of the Management Board is not disclosed by name, telegate reports the remuneration of the Management Board as a total sum only.

This is due to an according resolution by the Shareholders' Meeting from June 29, 2011, which has been passed with the necessary three-quarters majority.

Clause 5.1.2 Diversity/Composition of the Management Board

telegate AG's Management Board consists of two members since April 01, 2011. A new Management Board position has not been created. As stated in clause 4.2.1, the Management Board only consisted of one member between November 16, 2011 and December 01, 2011. In the process of reappointing the second Management Board position, the Supervisory Board particularly considered the candidate's professional qualification.

Clause 5.1.2./5.4.1 Age limit for members of the Management Board and the Supervisory Board and Diversity

An age limit has not been set for members of the Management Board and the Supervisory Board.

telegate upholds the opinion that the performance of a Management and Supervisory Board member is independent of age. Furthermore, we consider the definition of an age limit for Supervisory Board members to be an inappropriate restriction of the Shareholders' right to elect the members of the Supervisory Board.

Clause 5.4.3 Proposed candidates for the chairmanship of the Supervisory Board shall be announced to the Shareholders

Election of the chairman by the Supervisory Board is the Supervisory Board's inalienable competence and is stipulated in telegate AG's Articles of Incorporation. Therefore, it shall remain in the Supervisory Board as well as the discussion of proposed candidates. Publication of proposed candidates before a final vote affects the Supervisory Board's secrecy of deliberation and is suited to discredit candidates who were not elected.

Clause 5.4.6 Remuneration of Supervisory Board Members

Chairmanship of committees of the Supervisory Board is currently not taken into account with regard to the remuneration of the members of the Supervisory Board (subsection 1) and a performance-related remuneration is not provided (subsection 2). telegate reports on the remuneration of its Supervisory Board as a whole in the notes to its financial statements. telegate does not provide an individualized breakdown (subsection 3).

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The chairmanship of committees of the Supervisory Board is currently not taken into account with regard to the remuneration of the members of the Supervisory Board, because this is not provided by telegate AG's Articles of Incorporation. However, the commitment within the several committees is being taken into consideration regarding the remuneration. In addition to a fixed remuneration, the Code recommends performance-oriented remuneration for Supervisory Board members. In our opinion, telegate should not create a performance-oriented incentive system for the members of the Supervisory Board. The existing remuneration system is better suited to ensure the independence of the Supervisory Board for the effective performance of its supervision and monitoring duties.

Furthermore, the Code recommends reporting the remuneration paid to the Supervisory Board members on an individual basis. In its remuneration report, telegate lists the total remuneration for the Supervisory Board as well as the work undertaken as committee activity as a total sum. Remuneration is not reported on an individual basis, as we believe that this is of no relevance to the capital markets.

telegate AG complied with the recommendations by the German Corporate Governance Code as amended on May 26, 2010 since delivery of the previous Declaration of Compliance in December 2010 with the restrictions mentioned to clause 2.3.1/2.3.3, 3.8, 4.2.1, 4.2.3, 4.2.4/4.2.5, 5.1.2, 5.4.1, 5.4.3 and clause 5.4.6.

Martinsried on December 7, 2011

telegate AG

For the Supervisory Boar

Juergen von Kuczkowski (Chairman of the Supervisory Board)

For the Management Board Elio Schiavo $(CEO)$