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Declaration of Conformity with the German Corporate Governance Code (Code) by the Management Board and Supervisory Board of USU Software AG pursuant to Article 161 of the German Stock Corporation Act (AktG)
The Management Board and Supervisory Board of USU Software AG declare that since the latest submission of the declaration of conformity on December 12, 2006, the recommendations of the "Government Commission for the German Corporate Governance Code" in the version dated June 12, 2006 and in effect in the version dated June 14, 2007 have been and will be complied with, although the following recommendations have not been / will not be applied:
According to clause 2.3.2 of the Code (version dated June 14, 2007), the company shall send notification of the convening of the Annual General Meeting together with the convention documents to all domestic and foreign financial services providers, shareholders, and shareholders' associations by electronic means if the approval requirements are fulfilled.
USU Software AG sends the notification of convening the Annual General Meeting to the domestic and foreign financial service providers, shareholders and shareholders’ associations together with the convening documents by request in the printed form. In addition, the notification together with the documents mentioned above will be published on the website of the company. If a domestic or foreign financial service provider, shareholder or shareholders‘ association also requests the electronic transfer of the notification of convening the Annual General Meeting and the convening documents, the company will also send the documents as far as possible, as long as the approval requirements are fulfilled.
In accordance with 3.8 of the Code, a suitable deductible shall be agreed upon if the company takes out a D&O policy for the Management Board and Supervisory Board.
USU Software AG had already taken out D&O insurance prior to the Code coming into force; this did not provide for any deductible. There was and is no intention to subsequently introduce a deductible.
Clause 4.2.1 of the Code provides that the Board of Management shall comprise several persons.
The Management Board of USU Software AG comprised and comprises one person who simultaneously acts as the spokesperson for the Management Board.
According to clause 5.1.2, an age limit for members of the Management Board shall be specified.
USU Software AG has not implemented a specified age limit for Management Board members in the past and does not intend to do so.
In accordance with clause 5.3.1, 5.3.2 as well as clause 5.3.3 of the Code (version dated June 14, 2007), the Supervisory Board shall form committees e.g. an Audit Committee or a Nomination Committee.
As the Supervisory Board of USU Software AG comprises of three members, there was and is no intention to set up committees. Independently of this the Supervisory Board of the company jointly assumes the tasks of these committees.
According to clause 5.4.1 of the Code, an age limit for Supervisory Board members shall be specified for proposed appointments to the Supervisory Board.
USU Software AG has not implemented a specified age limit for Supervisory Board members in the past and does not intend to do so.
In accordance with item 5.4.7 of the Code, members of the Supervisory Board shall receive separate compensation for assumption of the office of Chairman or Deputy Chairman of the Supervisory Board or for membership of a Supervisory Board committee. Furthermore, the compensation paid or benefits extended to the members of the Supervisory Board should be disclosed separately on an individualized basis in the Corporate Governance Report.
The compensation for assumption of the office of Deputy Chairman of the Supervisory Board, for membership or chairmanship of a committee of the Supervisory Board is not provided. A performance-based compensation for the member of the Supervisory Board was initially also not in the Articles of Association of USU Software AG. Due to the resolution of the Annual General Meeting on July 12, 2007, a performance-based compensation was introduced to the Supervisory Board in addition to the fixed compensation taking effect from January 1, 2008.
Compensation to the Supervisory Board, including any benefits extended, have been disclosed and will continue to be disclosed in both the notes to the consolidated financial statements and in the Corporate Governance Report as total remuneration for all Supervisory Board members, broken down by fixed and variable share.
According to clause 7.1.2 of the Code, the interim reports shall be publicly accessible within 45 days after the end of the reporting period.
In the past, USU Software AG has published interim reports in accordance with the relevant stock exchange rules and regulations, immediately after they have been completed, and at the very latest within two months of the end of the reporting period. This policy will continue to apply.
Signed
Management Board and Supervisory Board of USU Software AG
Udo Strehl
Supervisory Board Chairman
Bernhard Oberschmidt
Management Board Spokesperson
Möglingen, December 19, 2007
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