WashTec AG — Governance Information 2010

Jan 11, 2010

WashTec AG, Augsburg Declaration of Conformity pursuant to section 161 of the Public Limited Companies Act (AktG)

The Management and Supervisory Board hereby declare that WashTec AG complied with the recommendations of the Government Commission of the German Corporate Governance Code (version dated 6 June 2008) from the date on which they issued their last declaration of conformity on 3 December 2008 until 4 August 2009, and that since 5 August 2009, WashTec AG has complied and continues to comply with the version of the German Corporate Governance Code dated 18 June 2009. The following exceptions have applied and continue to apply:

• The D&O insurance policy taken out by the Company for the members of its Management Board and Supervisory Board did not and does not provide for a deductible (section 3.8, para. 2 of the Code). The Management Board and Supervisory Board generally act in the interests of the Company - thereby taking into account the concerns of the shareholders, the Company employees and the other groups affiliated with the Company (stakeholders) - in accordance with the applicable laws and the Corporate Governance Code. In the opinion of the Management Board and Supervisory Board, the agreement of a deductible does not further help to promote responsible actions on the part of the members of the Management Board and Supervisory Board. The Supervisory Board premium for the D&O insurance policy is borne by the members of the Supervisory Board themselves.
• Until 22 July 2009, stock option plans were a variable component of the Management Board remuneration scheme and had a multi-year basis of assessment. No possibilities for restricting extraordinary, unforeseen developments have been put in place (section 4.2.3, para. 3 of the Code). The stock option plans lapsed on 22 July 2009 without the conditions for exercising the options having been satisfied. Since that date, there are still variable components, but there is no more multi-year basis of assessment (section 4.2.3, para. 2 of the Code).
• One existing management board contract does not currently provide for a general cap on severance payments (Severance Payment Cap), which is limited to a maximum of two years of annual remuneration, in the event that there is a premature ending of the management board engagement. Also in the event that there is a premature ending of the management board engagement due to a change of control, the relevant management board contract currently does not provide for a limit of up to 150% of the Severance Payment Cap (section 4.2.3 of the Code). For the period commencing 1 January 2010, this management board contract was, however, amended to take into account the recommendations contained in section 4.2.3 of the Code. Thus, beginning 1 January 2010, the Company will comply with section 4.2.3 of the Code with respect to the management board compensation.
• As the Company's Supervisory Board comprised and comprises only three members, no committees have been or will be formed (sections 5.3.1, 5.3.2, and 5.3.3 of the Code). The Supervisory Board does not view such action necessary given the number of members and specifically believes that the creation of committees when there are only three members would make the work of the body unnecessarily difficult.

Augsburg, 9 December 2009

WashTec AG

Management board and Supervisory Board