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Corporate Governance: Declaration of corporate governance

Corporate governance declaration in accordance
with section 289 a of the German commercial code (HGB)

The Corporate Governance methods of Hansa Group AG are based on the provisions of the German Stock Corporation Act. In addition, the Management Board and the Supervisory Board study in detail the recommendations of the edition of the German Corporate Governance Code applicable in the version valid at the time, and, with only few exceptions, pursue the recommendations by way of self-imposed obligation, taking due account of the size of the company and the structure of its administrative bodies.

Details of Corporate Governance practices:

Above and beyond the statutory requirements, Hansa Group AG submits in the context of its Compliance Program to a Code of Conduct which is available for public scrutiny on the Internet at:

Code of conduct

Cooperation between the Management Board and the Supervisory Board

Hansa Group AG has a dual leadership system characterized by the separation of duties between the Company’s management body (the Management Board) and supervisory body (the Supervisory Board) in accordance with legal requirements for German incorporated companies. The elements of Corporate Governance and monitoring are as follows:

Management Board monitoring and consulting duties performed by the Supervisory Board

The Supervisory Board of Hansa Group AG consists of three members, who are in each case elected for a period of office up to the close of that Annual General Meeting which resolves upon approval of the actions of the Management and Supervisory Boards for the fourth fiscal year following the start of the period of office. The fiscal year in which the members take up their office is not included for the purpose of this calculation. The most recent election took place at the Annual General Meeting of August 2012, whereby the Supervisory Board members elected at this Annual General Meeting were elected for a period of office up to the close of that Annual General Meeting which resolves upon approval of the actions of the Management and Supervisory Board for fiscal year 2014 in accordance with the prevailing version of the Company’s Articles of Association. The Supervisory Board elects from its own number a chairman and a deputy chairman. It appoints and dismisses the members of the Management Board and is privy to all decisions of fundamental importance for the Company. The Supervisory Board, being made up of only three members, does not form committees.

The Supervisory Board oversees and advises the Management Board in the management of the Company’s business. Reports concerning business trends, planning, and the implementation of the latter, are submitted at regular intervals. The Supervisory Board approves the Annual Financial Statement, taking due account of the audit reports submitted by the auditor and oversees adherence to legal requirements and internal rules. All significant decisions by the Management Board are contingent on the approval of the Supervisory Board. The members of the Supervisory Board make their decisions independently and impartially, and are not bound by instructions given by third parties. Their work in the context of their Supervisory Board activity is conducted solely in the interest of the Company. The members of the Supervisory Board hold no mandates which conflict or could conflict with the business interests of Hansa Group AG or of any Hansa Group AG subsidiary.

Management and Corporate Governance by the Management Board

The Management Board of Hansa Group AG currently consists of two members. The Management Board manages the Company on its own responsibility, with the aim of assuring the continued existence of the Company as a going concern, and of achieving lasting enhancement of the Company’s enterprise value, taking due account of the needs and wishes of the shareholders, the Company’s employees and other groups with a justified interest in the Company (stakeholders). The Management Board is in this context responsible for the Company’s strategic orientation and for the planning and implementation of the Company’s corporate targets. The Management Board prepares Hansa Group AG’s quarterly and annual financial statements, and is responsible for ensuring adherence to legal requirements, official regulations and internal company standards. The members of the Management Board jointly bear responsibility for the entire management and governance of the Company. The Management Board informs the Supervisory Board promptly and comprehensively at regular intervals concerning all significant aspects of business development, planning, the risk situation, and compliance.

Cooperation between the Management Board and the Supervisory Board

The Management Board and the Supervisory Board cooperate closely in the interest of Hansa Group AG. The cooperation between the Management Board and the Supervisory Board and their respective functions are also set down in the respective statutes of these bodies, the main content of which is outlined in the rest of this report.

German Corporate Governance Code

The Management Board and the Supervisory Board of Hansa Group AG have studied in detail the recommendations of the edition of the German Corporate Governance Code applicable at the relevant time, taking due account of the size of the Company and the structure of its administrative bodies. The common target is management and control of the Company in such a way as to ensure long-term and lasting enhancement of the Company’s enterprise value while taking due account of the needs and wishes of stakeholders. Responsible and transparent Corporate Governance is intended to strengthen mutually trusting relations with business associates, shareholders and Hansa Group AG employees. This self-imposed obligation is reflected in the provisions of the Corporate Governance Code, whose fundamental principles are reviewed at regular intervals, taking account of all amendments, and the edition of May 26, 2010, as published in the Federal Gazette on July 2, 2012, as well as the current edition of May 15, 2012, as published in the Federal Gazette on June 15, 2012, on which this report is based.