Sixt SE

Governance Information • Dec 13, 2013

Declaration of conformity in accordance with section 161 of the AktG

The Managing Board and Supervisory Board of Sixt SE declare that:

The recommendations of the "Government Commission on the German Corporate Governance Code" in the version of 13 May 2013 (hereinafter referred to as "Code") announced by the Federal Ministry of Justice in the official section of the Bundesanzeiger (Federal Gazette) have been and will be complied with, with the following exceptions:

• In the D&O insurance policy of Sixt SE, no deductible has been agreed for members of the Supervisory Board (section 3.8 of the Code). Sixt SE believes that a deductible would not improve the motivation or sense of responsibility of the members of the Supervisory Boards, especially given that the Supervisory Board members could insure any deductibles themselves.
• Section 4.2.5 (3) of the Code recommends that the remuneration report for fiscal years beginning after 31 December 2013 discloses specific details regarding every Managing Board member's remuneration and that the sample tables, enclosed with the Code, be used for this reporting. The question for Sixt SE is whether to follow these recommendations for the first time with the fiscal year commencing on 1 January 2014. In accordance with the resolution adopted by the Annual General Meeting on 17 June 2010, the total remuneration is currently not disclosed and broken down by individual Managing Board members. In view of this resolution, compliance with the recommendation is presently not intended.
• The Supervisory Board decides on a case-by-case basis whether to specify an age limit when appointing Managing Board members (section 5.1.2 of the Code), because the Supervisory Board believes that to specify a general age limit would impose a blanket restriction on selection and would thus not be in the interests of Sixt SE.
• Since, in accordance with the Articles of Association, the Supervisory Board of Sixt SE consists of three people, no committees are formed (sections 5.3.1 to 5.3.3 of the Code).
• An age limit as well as concrete targets for female representation in the composition of the Supervisory Board are not provided for (section 5.4.1, sentences 2 and 3 of the Code). Given that the Supervisory Board consists of three members, of whom merely two members are elected in accordance with the Articles of Association, any limitation on age and/or sex in the selection process for suitable candidates would run counter to the interests of the Company.
• Proposed candidates for the chair of Supervisory Board are not announced to shareholders (section 5.4.3 of the Code), because legal provisions stipulate that the election of the Supervisory Board chairperson is exclusively the responsibility of the Supervisory Board.

• The remuneration of members of the Supervisory Board is reported as an aggregate amount in the Consolidated Financial Statements (section 5.4.6 of the Code); the remuneration paid to each member of the Supervisory Board is specified in the Articles of Association.

• Sixt SE will disclose all price-sensitive information to analysts and all shareholders (section 6.1 of the Code). Sixt SE believes that disclosure to all shareholders of all non-price-sensitive information given to financial analysts and similar parties would not further their interest in information.

• The Consolidated Financial Statements are published within the statutory periods. Interim reports are published within the periods stipulated by stock exchange law. Sixt SE believes that compliance with the publication deadlines specified in section 7.1.2 sentence 4 of the Code does not benefit to any greater extent the information interests of investors, creditors, employees and the public.

Pullach, December 2013

For the Supervisory Board of Sixt SE For the Managing Board of Sixt SE signed Prof. Dr. Gunter Thielen signed Erich Sixt (Chairman) (Chairman)