7C Solarparken AG

Governance Information • Mar 26, 2009

Declaration of compliance pursuant to § 161 AktG

Joint Declaration of Compliance regarding the German Corporate Governance Code by the Management Board and the Supervisory Board in the 2009 financial year

The Management Board and the Supervisory Board of COLEXON Energy AG (the "Company") make the following Declaration of Compliance in accordance with Section 161 German Stock Corporation Act regarding the recommendations of the Government Commission of the German Corporate Governance Code and will ensure that it is published on the Company's website.

The Management Board and the Supervisory Board of OLEXON generally welcome the intention of the Government Commission of the German Corporate Governance Code to prescribe transparent guidelines in that they constitute valuable guiding principles and points of reference for proper corporate management. We will disclose and explain any deviations from the Code's recommendations in future Declarations of Compliance.

Now, therefore, the Management Board and the Supervisory Board of COLEXON declare that the Company has complied with the recommendations of the Government Commission of the German Corporate Governance Code, as amended 14 June 2007 and published by the Federal Ministry of Justice, since its most recent Declaration of Compliance and has also complied with the recommendations as amended 6 June 2008 from their effective date and will comply with them in the future. However, the following exceptions have applied or still apply:

The German Corporate Governance Code recommends:

• sending notification of the convening of the Annual General Meeting including the convention documents by electronic means if the approval requirements are fulfilled. The Company believes that publishing the convention documents for the Annual General Meeting on its website constitutes sending them by electronic means.
• prescribing a deductible in connection with the liability insurance that a company purchases on behalf of the members of its Management Board and Supervisory Board (Directors' and Officers' Liability Insurance – D&O). COLEXON generally does not believe that such a measure would enhance the commitment and responsibility that inform the activities of the members of the Company's Management and Supervisory Boards. Hence the D&O insurance policies for members of COLEXON Energy AG's Management Board and Supervisory Board did and do not contain such a provision.
• designing director's contracts such that payments to a Management Board member in the event that his or her contract is terminated early do not exceed the value of two years' remuneration including fringe benefits (severance pay cap) and not compensate more than the relevant employment contract's remaining term. The director's contracts with the members of the Management Board of COLEXON did and do not provide for severance pay caps. Such a provision would contradict the under lying principle that, as a rule, a director's contract is entered into for the term of the relevant director's appointment and generally can only be terminated for cause.

• preparing a remuneration report as part of the corporate governance report. COLEXON prepares the remuneration report as part of the management report. The German Corporate Governance Code also recommends disclosing the nature of the fringe benefits in the remuneration report. COLEXON has not followed this recommendation to date but will do so in the future. Furthermore, the German Corporate Governance Code recommends separately disclosing in the corporate governance report all remuneration that the Company has paid to the members of the Supervisory Board for personal services. COLEXON did not abide by this recommendation because these agreements were of secondary significance to the Company.

• constituting Supervisory Board committees. COLEXON did not create separate Supervisory Board committees given the Company's size and the fact that the Supervisory Board comprised merely three members until the middle of 2008. On 24 March 2009, however, the Supervisory Board established an Audit Committee, a Nomination Committee and a Strategy Committee. The German Corporate Governance Code recommends considering committee chairmanships and memberships in the remuneration paid to Supervisory Board members. The Company intends to propose a corresponding change to the remuneration of

• the Supervisory Board to the next Annual General Meeting.
• establishing an age limit for Supervisory Board members in its proposals concerning their election. COLEXON did and does not prescribe age limits for Supervisory Board members. Given the age of its Supervisory Board members, past and present, the Company has seen no need for doing so.
• making interim reports publicly available within 45 days of the end of the relevant reporting period. COLEXON publishes its interim reports within statutory deadlines. The Management Board and the Supervisory Board are of the view that this ensures sufficiently timely information of the public.

Hamburg, Germany, March 24, 2009

The Management Board The Supervisory Board