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| Corporate governance 2006 |
Declaration of Conformity with the German Corporate Governance Code (Code) by the Board of Management and Supervisory Board of USU Software AG in Accordance with Article 161 of the German Stock Corporation Act (AktG)
The Board of Management and Supervisory Board of USU Software AG declare that the recommendations of the "Government Commission for the German Corporate Governance Code" in the version dated 12 June 2006, announced in the official section of the electronic Federal Gazette on 24 July 2006 by the Federal Ministry of Justice have been and will be complied with, although the following recommendations have not been and/or will not be applied:
In accordance with item 2.2.2. of the Code, shareholders should be granted subscription rights corresponding to their share of the share capital on the issue of new shares.
The Management Board of USU Software AG was authorized by the Annual General Meeting, with the approval of the Supervisory Board, to exclude shareholders' subscription rights under certain conditions in accordance with §6 item 3 of the Articles of Association. This primarily relates to capital increases against non-cash contributions for the purpose of acquiring companies or company participations. In the 2006 financial year, the Management Board of USU Software AG, with the approval of the Supervisory Board, resolved a capital increase against contributions in kind for the acquisition of Elute GmbH in which shareholders' subscription rights were excluded.
According to clause 3.8 of the Code, a suitable deductible shall be agreed if the company takes out a D&O policy for the Board of Management 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 Board of Management of USU Software AG comprised and comprises one person who simultaneously acts as the spokesperson for the Board of Management.
According to clause 5.1.2 of the Code, an age limit for Board of Management members is to be stipulated.
USU Software has not implemented a set age limit for Board of Management members in the past and does not intend to do so.
According to clause 5.4.1 of the Code, an age limit for Supervisory Board members shall be set for proposed appointments to the Supervisory Board.
USU Software AG has not implemented a set 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 should receive separate remuneration for assumption of the office of Chairman or Deputy Chairman of the Supervisory Board or for membership of a Supervisory Board Committee. In addition to fixed remuneration, members of the Supervisory Board should also receive performance-based remuneration. The remuneration paid or benefits extended to the members of the Supervisory Board should further be disclosed separately on an individualized basis in the Corporate Governance Report.
The Articles of Association of USU Software AG do not provide for the payment of remuneration for assumption of the office of Deputy Chairman of the Supervisory Board, for membership or chairmanship of a Committee of the Supervisory Board or for performance-based remuneration. Remuneration of the Supervisory Board, including any benefits extended, have been disclosed and will continue to be disclosed in future 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, interim reports are to publicly accessible within 45 days of 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
Board of Management and Supervisory Board of USU Software AG
Möglingen, 12 December 2006
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