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 of the German Stock Corporation Act, the Managing Board and Supervisory Board of SMA Solar Technology AG declare:
Since the last Declaration of Compliance dated May 21, 2015, SMA Solar Technology AG has complied with the recommendations of the Regierungskommission Deutscher Corporate Governance Kodex (Government Commission German Corporate Governance Code) in the version dated May 5, 2015, published in the Bundesanzeiger (Federal Gazette) on June 12, 2015, with the exceptions mentioned below and will continue to comply with them with the exceptions mentioned below:
(1) Notwithstanding Article 5.4.1 (2) sentence 1 clause 4 of the German Corporate Governance Code in conjunction with the targets adopted by the Supervisory Board on December 5, 2012, for its composition, the Supervisory Board includes member Dr. Erik Ehrentraut, who will have reached the age of 75 by the end of the election period.
The Supervisory Board believes it is vital that the Supervisory Board continue to be able to utilize Dr. Ehrentraut’s wealth of experience managing a company with international operations and supporting the Company.
(2) Notwithstanding Article 5.2 (2) of the German Corporate Governance Code, the Chairman of the Supervisory Board, Dr. Erik Ehrentraut, is also Chairman of the Audit Committee.
The Supervisory Board believes it is justifiable to once again assign the role of Chairman of the Audit Committee to Dr. Ehrentraut as an independent member of the Supervisory Board in addition to his role as Supervisory Board Chairman, due to his expertise in accounting and internal control processes as well as his experience managing a company with international operations and his many years of service at the Company.
(3) Notwithstanding Article 5.4.1 of the German Corporate Governance Code, the Supervisory Board has decided not to define any maximum limits for terms of office on the Supervisory Board. The Supervisory Board believes that a limit on the term of office does not account for the specific work of a member of the Supervisory Board and his/her specific knowledge of the company and the market environment.
Niestetal, December 3, 2015
The Managing Board The Supervisory Board