Masterflex SE — Governance Information 2009

Dec 1, 2009

Declaration of conformity in accordance with section 161 of the AktG (German Stock Corporation Act)

The term "corporate governance" refers to responsible corporate management and supervision aimed at adding long-term enterprise value. Fundamental aspects of good corporate governance are an efficient cooperation between the Board and Supervisory Board, the consideration of shareholder interests and an open and transparent corporate communication.

Masterflex AG is a stock corporation under German law. Accordingly, it is governed by an Executive Board and Supervisory Board. Corporate governance has a high priority at Masterflex AG. From the outset, the Board and Supervisory Board have collaborated closely in the best interests of the Company and have maintained intensive and continuous dialog on corporate development.

The Code presents key statutory regulations for the management and supervision of German listed companies and contains internationally and nationally recognized standards for good and responsible governance (in the form of recommendations and suggestions). The Code is designed to make the German corporate governance system transparent and comprehensible. The Company is obliged, without exception, to observe and comply with the statutory regulations presented in the Code, although it can deviate from the recommendations contained in it. Such deviations are acknowledged explicitly in the foreword to the Code and are intended to contribute to "more flexibility and more self-regulation in the German corporate constitution".

The Executive Board and the Supervisory Board of Masterflex AG hereby declare that the recommendations of the German Corporate Governance Code dated 8 June 2008 as well as the extended recommendations from the Government Commission dated 18 June 2009 since the last Declaration of Conformity issued in December 2008 have been adhered and will continue to be adhered to with the following exceptions. The declaration of conformity is permanently available to Masterflex AG shareholders on the Company website. All of the Company's previous declarations of conformity can also be accessed via this link.

Exceptions

2.3.2. Electronic notification of the convening of the General Meeting

In future and after obtaining the approval of the recipients, Masterflex AG intends to provide notification of the convening of the General Meeting and the corresponding documents by electronic means. However, it will continue to distribute these documents by post in order to reach shareholders who do not have the necessary technical connection, and therefore is not yet intending to expressly restrict such notification solely to electronic means.

5.3. Supervisory Board

With a total of three members, the Supervisory Board of Masterflex AG is deliberately kept small in order to allow resolutions to be passed efficiently, rapidly and flexibly on the basis of streamlined structures, as is the case throughout the Group. The appointment of recognised experts to the Supervisory Board is an important factor in Masterflex AG's successful development, as it allows major strategic decisions to be reached on a joint basis and in a spirit of continuous dialogue. As such, the formation of committees, which would also have to be composed of at least three members of the Supervisory Board, is not considered to be practicable.

With Mr. van Hall, we have a proven financial expert on the Supervisory Board. The Supervisory Board also calls upon qualified external assistance when this is necessary to assess difficult matters.

5.4.5. Individualized disclosure of Supervisory Board compensation

The compensation paid to the Supervisory Board members currently consists solely of fixed components and is set out in the Company's Articles of Association. The Company will decide on the introduction of a variable component in the coming year.

7.1.2. Deadlines for publication

The Code recommends that interim reports be published within 45 days of the end of the reporting period and that annual reports be published within 90 days of the end of the financial year. We apply the provisions of the German Securities Trading Act following the amendments implemented in accordance with the German Transparency Directive Implementation Act and the Exchange Rules for the Frankfurt Stock Exchange, which provide for publication within two months and four months respectively.

Due to the extensive restructuring that is currently being undertaken by Masterflex AG, the possibility that the 2009 Annual Report will be published at the end of April 2010 cannot be excluded.

7.1.4. Publication of the results of subsidiaries

The Code requires the publication of the individual results of the Company's subsidiaries for the past financial year in its annual financial statements. We deviate from the Code in that we do not publish these results. Our subsidiaries are medium-sized companies, and we believe that their competitive position could be adversely affected by the publication of their results.

Gelsenkirchen, December 2009