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| Corporate governance 2002 |
Declaration of conformity of the USU-Openshop AG Management Board and Supervisory Board in line with Article 161 of the Company Act
Management Board and Supervisory Board at USU-Openshop AG declare that the recommendation made by the Ministry of Justice in the electronic Federal Gazette of the Commission of the German Corporate Governance Code are complied with, with the exception of the following recommendations, which are not applied:
3.8 of the Code states that an appropriate retention should be agreed if the company concludes D&O insurance for the Management Board and Supervisory Board.
USU-Openshop AG has already concluded the relevant D&O insurance without a retention.
4.2.1 of the Code states that the Management Board should be made up of several persons.
The USU-Openshop AG Management Board consists of one person who also acts as the Speaker of the Management Board.
5.1.2 of the Code states that an age limit should be specified for Management Board members.
There is no fixed age limit for Management Board members at USU-Openshop AG.
5.4.1 of the Code states that for proposals for election for Supervisory Board members an age limit should be set for Supervisory Board members.
There is no fixed age limit for Supervisory Board members at USU-Openshop AG.
5.4.5 of the Code states that Supervisory Board members should receive separate remuneration for assuming the Chair or membership in a Supervisory Board committee. Furthermore members of the Supervisory Board should receive both fixed and performance-related remuneration.
Remuneration for membership or the Chair of a Supervisory Board committee and performance-related remuneration for members of the Supervisory Board is not provided for in the current articles of association.
6.6 of the Code states that buying and selling shares of the company and its group companies, options and other derivatives on these by Management Board or Supervisory Board members should be announced by the company immediately after they have been executed.
In line with 6.6, at USU-Openshop AG the buying and selling shares of the company and its group companies, options and other derivatives on these by Management Board or Supervisory Board members will be announced immediately after execution in line with Article 15a of the Securities Trading Act. The company publishes this information promptly in a suitable electronic information system or at least in a stock exchange gazette. Information going beyond Article 15 a of the Securities Trading Act will still be published in the respective notes of the interim and group financial statements.
According to 7.1.2 of the Code interim reports are to be published within 45 days after the reporting period.
USU-Openshop AG will publish interim reports in line with the regulations of the Neuer Markt and stock exchange regulations immediately after they have been completely, at the latest two months after the end of the reporting period.
Signed
Management Board and Supervisory Board of USU-Openshop AG
Möglingen, 19 December 2002
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