The Government Commission of the German Corporate Governance Code established by the German Federal Ministry of Justice in September 2001 approved on February 26, 2002 the German Corporate Governance Code (the "Code") at last adopted various amendments to the Code on June 18, 2009, which have been published on August 5, 2009 in the Electronic Federal Gazette. The Code makes recommendations and suggestions for the management and supervision of German listed companies. In this respect, it is based on internationally and nationally accepted standards for good and responsible corporate management. The Code is intended to make the German corporate governance system transparent and comprehensible. The Code includes recommendations (so-called "shall provisions") and suggestions (so-called "should or can provisions") on corporate governance in relation to shareholders and the general shareholders meeting, the management board and the supervisory board, transparency, accounting and auditing of financial statements. The Code is available under www.corporate-governance-code.de.
In accordance with Section 161 Aktiengesetz (German Stock Corporation Act), the Managing Board and Supervisory Board of SMA Solar Technology AG declare:
Since the last Declaration of Compliance dated December 6, 2011, SMA Solar Technology AG has complied, with the exception mentioned below in number (1), with the recommendations of the "Regierungskommission Deutscher Corporate Governance Kodex" (Government Commission German Corporate Governance Code) in the version dated May 26, 2010, published in the electronic Federal Gazette (Bundesanzeiger) on July 2, 2010. The company has complied with the recommendations of the Government Commission German Corporate Governance Code in the version dated May 15, 2012, published in the electronic Federal Gazette on June 15, 2012, with the exceptions set out below and will continue to comply with them in future with the exceptions set out below:
(1) Notwithstanding Article 5.4.2, Sentence 3 of the German Corporate Governance Code, there are more than two former members of the Managing Board on the Supervisory Board, namely Mr. Günther Cramer, Mr. Peter Drews and Mr. Reiner Wettlaufer.
The Supervisory Board thinks that it is very important to retain them for the Company as members of the Supervisory Board, even though they previously have been Management Board members, in order to continue consistently the development work of the Company's founders. In light of the fact that they are major shareholders, it is justifiable for the Supervisory Board to include more than two former members of the Managing Board.
(2) Under Article 5.4.6, Sentence 5 of the German Corporate Governance Code, a performance-related remuneration component for members of the Supervisory Board should be based on sustainable corporate development. In addition to reimbursement of expenses and a fixed remuneration, the members of the Supervisory Board also receive a variable annual remuneration based on the success of the company. According to the prevailing opinion in literature, this does not correspond to the requirements on sustainability and thus represents a deviation from the recommendation included in Article 5.4.6, Sentence 5 of the German Corporate Governance Code.
The Managing Board and the Supervisory Board are therefore considering subjecting the remuneration structure for the Supervisory Board to a review during the course of 2013.
Niestetal, December 5, 2012
The Managing Board The Supervisory Board