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In accordance with section 161 of the German Stock Corporation Act (AktG – Aktiengesetz), the Management Board and the Supervisory Board of Francotyp-Postalia Holding AG hereby declare in the declaration of compliance which recommendations of the version of the German Corporate Governance Code dated 5 May 2015, as published by the Federal Ministry of Justice in the official section of the Federal Gazette, it has complied with and will comply with, and which recommendations have not been or are not applied.
2.3.1 The invitation to the Annual General Meeting and the reports and documents required by law, including the annual report, are published on the company’s website together with the agenda, where they are easily accessible to shareholders. The Articles of Association of Francotyp-Postalia Holding AG do not allow postal votes. The company will also not offer postal votes at its next Annual General Meeting.
2.3.3 Given the high level of administration involved, the company will not be able to make it possible for shareholders to watch the Annual General Meeting using modern communication media, e.g. the Internet.
3.8 D&O insurance was concluded also for the Supervisory Board. This policy does not currently include a deductible for the Supervisory Board. A deductible for the Supervisory Board will be included when the policy is renegotiated.
4.1.5 In addition, the Management Board is required to set a target for the share of women in the first and, if appropriate, second levels of management below the Management Board. The Management Board defined the first level of management below the Management Board as the managing directors of the domestic and foreign companies and German divisional heads. The FP Group does not have a second level of management below the Management Board. At a Management Board meeting on 7 September 2015, the Management Board stipulated that the share of women in the first level of management below the Management Board should be at least 9%. Since then, this target has been continuously met or exceeded.
5.1.2 In accordance with the new regulations in the German Stock Corporation Act and the German Corporate Governance Code, the Supervisory Board has resolved a target for the share of women in the Management Board by 30 June 2017. The target has been set at 0%. Nevertheless, the Supervisory Board will take the issue of diversity into account when seeking suitably qualified candidates for Management Board positions that need to be filled. The key factor remains the Group’s interests, which means that the Supervisory Board will propose the most suitable candidates, male or female.
5.3.1 While the Supervisory Board continues to consist of three persons, no committees will be formed in which the Supervisory Board Chairman or any other Supervisory Board member could occupy an additional chairmanship role, as the composition of the committees would be identical to that of the Supervisory Board.
5.3.2 As long as the Supervisory Board continues to consist of three persons, the Supervisory Board as a whole will perform the duties of an audit committee.
5.3.3 Regarding the formation of a nomination committee, the same conditions apply as to the other committees.
5.4.1 A time limit for membership of the Supervisory Board has not been set. In light of the knowledge, ability and expert experience required by article 5.4.1 sentence 1 of the Code, setting a time limit does not currently seem reasonable. The Rules of Procedure for the Supervisory Board provide an age limit for members of the Supervisory Board. A Supervisory Board mandate should end with the Annual General Meeting following the member’s 70th birthday. Here, too, this recommendation shall not be followed for the time being in light of the requirements for the composition of the Supervisory Board according to article 5.4.1 sentence 1 of the Code and in the interests of continuity in the Supervisory Board.
7.1.2 Given the extensive consolidation work involved, the consolidated financial statements are prepared within four months of the end of the fiscal year. Given the large amount of consolidation work involved, the quarterly and half-yearly reports are also published, at the latest, within two months of the end of the reporting period, in compliance with the Stock Exchange Rules and the German Transparency Guidelines Implementation Act.
Berlin, 30 March 2017
For the Supervisory Board
Chairman of the Supervisory Board
Rüdiger Andreas Günther Thomas Grethe Sven Meise