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Declaration of Compliance

The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

With the exception of the following declared deviations, SUSS MicroTec AG has complied and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version as of May 5, 2015. Furthermore, since the issuance of the most recent annual declaration of compliance in January 2015, SUSS MicroTec AG has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the version as of June 24, 2014 with the exceptions enumerated in that declaration.

Deductible for D&O Insurance

The German Corporate Governance Code recommends in Section 3.8.3 that upon concluding a directors’ and officers’ D&O liability insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Vertical Remuneration Comparison

In Section 4.2.2 (2) sentence 3 the German Corporate Governance code recommends taking into account in setting Management Board remuneration the ratio of Management Board remuneration to upper management remuneration as well as to that of the overall staff, including the trend over time. In the process, the Supervisory Board decides how upper management and the relevant staff are defined. 
The Supervisory Board of SUSS MicroTec AG is of the opinion that determining senior management and the relevant staff, taking the trend over time into account, can lead in practice to substantial legal uncertainties. Therefore, SUSS MicroTec is declaring a deviation from the Code as a precaution to this extent.

Pension commitments

Under Section 4.2.3 (3) the German Corporate Governance code recommends that the Supervisory Board take into account in pension commitments the respective targeted remuneration level – also according to the length of service in the Management Board – and the resultant annual and long-term expense for the Company. 
The Supervisory Board of SUSS MicroTec deviates from this recommendation because no set “remuneration level” is targeted for Management Board members in retirement. Instead, the goal is remuneration in line with the market and the Company for active service. As a rule, no defined benefit commitments in which the Company provides the promised benefit are granted to members of the Management Board. To the extent that the Company makes a contribution to a pension plan and pays into a direct insurance policy (whole life insurance or retirement insurance), this is not linked to a commitment to a certain remuneration level.

Creation of Committees

The German Corporate Governance Code recommends in Section 5.3 the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full council of the Board.

Regular Limit of Length of Membership for the Members of the Supervisory Board

The German Corporate Governance Code recommends in section 5.4.1 (2) that the Supervisory Board shall specify a duration limit for the affiliation to the Supervisory Board. The Supervisory Board of SUSS MicroTec AG deviates from these recommendations, since the limitation of affiliation could jeopardize the leeway and the competence of the Supervisory Board. By SUSS MicroTec's opinion the independent and responsible actions of the Supervisory Board are not improved by limiting the time spent on the supervisory board. On the contrary, through the complex product and corporate structure a certain length of stay in the supervisory board is positive because of the valuable, enterprise-specific experience and knowledge collected over time, which can be used for the benefit of the company.

Garching, Germany, January 2016

For the Management Board

Dr. Per-Ove Hansson
President & CEO

Michael Knopp
Chief Financial Officer

Walter Braun
Chief Operating Officer


For the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

With the exception of the following declared deviations, SUSS MicroTec AG has complied and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version as of June 24, 2014. Furthermore, since the issuance of the most recent annual declaration of compliance on January 10, 2014, SUSS MicroTec AG has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the version as of May 13, 2013 with the exceptions enumerated in that declaration.

Deductible for D&O Insurance

The German Corporate Governance Code recommends in Section 3.8 that upon concluding a directors’ and officers’ liability insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Vertical Remuneration Comparison

In Section 4.2.2 the German Corporate Governance code recommends taking into account in setting Management Board remuneration the ratio of Management Board remuneration to upper management remuneration as well as to that of the overall staff, including the trend over time. In the process, the Supervisory Board decides how upper management and the relevant staff are defined. 
The Supervisory Board of SUSS MicroTec AG is of the opinion that determining senior management and the relevant staff, taking the trend over time into account, can lead in practice to substantial legal uncertainties. Therefore, SUSS MicroTec is declaring a deviation from the Code as a precaution to this extent.

Pension commitments

Under Section 4.2.3 the German Corporate Governance code recommends that the Supervisory Board take into account in pension commitments the respective targeted remuneration level – also according to the length of service in the Management Board – and the resultant annual and long-term expense for the Company. 
The Supervisory Board of SUSS MicroTec will deviate from this recommendation because no set “remuneration level” is targeted for Management Board members in retirement. Instead, the goal is remuneration in line with the market and the Company for active service. As a rule, no defined benefit commitments in which the Company provides the promised benefit are granted to members of the Management Board. To the extent that the Company makes a contribution to a pension plan and pays into a direct insurance policy (whole life insurance or retirement insurance), this is not linked to a commitment to a certain remuneration level.

Creation of Committees

The German Corporate Governance Code recommends in Section 5.3 the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full council of the Board.

Targets for the Composition of the Supervisory Board

The German Corporate Governance Code recommends in Section 5.4.1 (2) and (3) the enumeration of specific targets for the composition of the Supervisory Board. In enumerating specific targets, account should be taken of the international activities of the company, potential conflicts of interest, an established age limit for Supervisory Board members, and diversity subject to the company’s particular situation. In particular, the specific targets should provide for appropriate representation of women. Since the new version of the GCGC as of May 15, 2012, a specific indication of the targeted number of independent Supervisory Board members is recommended. Proposals by the Supervisory Board to the Shareholders’ Meeting should take these targets into account. SUSS MicroTec is refraining from setting specific targets and quotas in the above-mentioned spirit. In the view of SUSS MicroTec, the qualifications of Supervisory Board candidates are the primary criteria for assuming a Supervisory Board position and therefore for the composition of the Supervisory Board. In proposals for the composition of the Supervisory Board, SUSS MicroTec supports and considers the criteria specified in Section 5.4.1 (2) and (3) GCGC, but it does not regard specific targets or quotas as expedient.

Garching, Germany, January 2015

On behalf of the Management Board

Michael Knopp
Chief Financial Officer (Speaker)

Walter Braun
Chief Operating Officer


On behalf of the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

 

The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

With the exception of the following declared deviations, SUSS MicroTec AG has complied and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code in the version as of May 13, 2013:

Deductible for D&O Insurance

The German Corporate Governance Code recommends in Section 3.8 that upon concluding a directors’ and officers’ liability insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Vertical Remuneration Comparison

In Section 4.2.2 the German Corporate Governance code recommends taking into account in setting Management Board remuneration the ratio of Management Board remuneration to upper management remuneration as well as to that of the overall staff, including the trend over time. In the process, the Supervisory Board decides how upper management and the relevant staff are defined.

The Supervisory Board of SUSS MicroTec AG is of the opinion that determining senior management and the relevant staff, taking the trend over time into account, can lead in practice to substantial legal uncertainties. Therefore, SUSS MicroTec is declaring a deviation from the Code as a precaution to this extent.

Pension commitments

Under Section 4.2.3 the German Corporate Governance code recommends that the Supervisory Board take into account in pension commitments the respective targeted remuneration level – also according to the length of service in the Management Board – and the resultant annual and long-term expense for the Company.

The Supervisory Board of SUSS MicroTec will deviate from this recommendation because no set “remuneration level” is targeted for Management Board members in retirement. Instead, the goal is remuneration in line with the market and the Company for active service. As a rule, no defined benefit commitments in which the Company provides the promised benefit are granted to members of the Management Board. To the extent that the Company makes a contribution to a pension plan and pays into a direct insurance policy (whole life insurance or retirement insurance), this is not linked to a commitment to a certain remuneration level.

Creation of Committees

The German Corporate Governance Code recommends in Section 5.3 the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full council of the Board.

Targets for the Composition of the Supervisory Board

The German Corporate Governance Code recommends in Section 5.4.1 (2) and (3) the enumeration of specific targets for the composition of the Supervisory Board. In enumerating specific targets, account should be taken of the international activities of the company, potential conflicts of interest, an established age limit for Supervisory Board members, and diversity subject to the company’s particular situation. In particular, the specific targets should provide for appropriate representation of women. Since the new version of the GCGC as of May 15, 2012, a specific indication of the targeted number of independent Supervisory Board members is recommended. Proposals by the Supervisory Board to the Shareholders’ Meeting should take these targets into account. SUSS MicroTec is refraining from setting specific targets and quotas in the above-mentioned spirit. In the view of SUSS MicroTec, the qualifications of Supervisory Board candidates are the primary criteria for assuming a Supervisory Board position and therefore for the composition of the Supervisory Board. In proposals for the composition of the Supervisory Board, SUSS MicroTec supports and considers the criteria specified in Section 5.4.1 (2) and (3) GCGC, but it does not regard specific targets or quotas as expedient.

Creation of Committees

The German Corporate Governance Code recommends in Section 5.3 the creation of professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full council of the Board.

Furthermore, since the issuance of the most recent annual declaration of compliance in January 2013, SUSS MicroTec AG has complied with the recommendations of the Government Commission of the German Corporate Governance Code in the version as of May 15, 2012 and, since its publication in the Federal Gazette, in the version as of May 13, 2013 with the exceptions enumerated above in Section 1. In addition, until the German Corporate Governance Code as of May 13, 2013 took effect, the Company did not comply with the following recommendation, which is no longer included in the current version of the Code:

The German Corporate Governance Code in the version as of May 15, 2012 recommended in Section 2.3.2 sending notification of the convening of the Shareholders’ Meeting along 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. SUSS MicroTec will only send notification of the convening, including the convention documents, by electronic means if shareholders, shareholders’ associations, or financial service providers request us to do so. Automatic electronic transmission to all the parties named in Section 2.3.2 will not occur. After the conversion from bearer to registered shares, the Company examined the possibility of automatic electronic notification of the convening of the Shareholders’ Meeting, including the convention documents, and decided not to do so despite the recommendation of the German Corporate Governance Code. The ownership information of SUSS MicroTec indicates a very large share of private shareholders whose email addresses are not known to the Company. Therefore, a mailing cannot be completely avoided. We do not regard parallel notification by electronic means and by post to be expedient since the benefits do not justify the related costs.

Garching, Germany, January 2014

On behalf of the Management Board

Frank Averdung
Chief Executive Officer

Michael Knopp
Chief Financial Officer


On behalf of the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

SUSS MicroTec AG will comply with the recommendations of the German Corporate Governance Code in the version from May 15, 2012 with the following exceptions. In addition, it has complied with the recommendations of the Code in the version from May 26, 2010 since publication of the last Declaration of Compliance, dated May 2012, with the exceptions mentioned in that report.

Invitation to the Shareholders' Meeting

The German Corporate Governance Code recommends in 2.3.2 sending notification of the convening of the Shareholders' Meeting along 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. SUSS MicroTec will only send notification of the convening, including the convention documents, by electronic means if shareholders, shareholders' associations, or financial service providers request us to do so. Automatic electronic transmission to all the parties named in 2.3.2 is not planned. After the introduction of registered shares, SUSS MicroTec has thoroughly evaluated the possibility of an automatic electronic transmission of the notification of the convening of the Shareholders' Meeting along with the convention documents. Following this evaluation and despite the recommendation of the German Corporate Governance Code, SUSS MicroTec decided not to comply with the recommendation. The shareholder structure of SUSS MicroTec consists to a large extend of private shareholders, whose Email-addresses are not entirely known to the Company. Because of this a complete waiver of the postal distribution of the convening of the Shareholders' Meeting is not possible. SUSS MicroTec considers a parallel distribution on the postal and electronic way not sensible because the costs would largely exceed the benefits.

Deductible for D&O Insurance

The German Corporate Governance Code recommends in 3.8 an agreement on a deductible for the Supervisory Board of the Corporation consistent with the legal provisions for members of the Management Board upon concluding a directors’ and officers’ liability insurance policy. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Creation of Committees

The German Corporate Governance Code recommends in 5.3 creating professionally qualified committees depending on the specific circumstances of the company and the number of its Supervisory Board members. As SUSS MicroTec's Supervisory Board only consists of three members, the creation of committees, which usually must be com-prised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full Board.

Specific objectives regarding the composition of the supervisory board

Section 5.4.1 paras. 2 and 3 GCGC recommends setting specific objectives regarding the composition of the supervisory board, which, considering the specifics of the company, take into account the international activities of the company, potential conflicts of interest, an age limit to be specified for the members of the supervisory board, and diversity. These specific objectives shall, in particular, stipulate an appropriate degree of female representation. The GCGC as amended on 15 May 2012 now recommends taking also the number of the independent supervisory board members into account. These objectives shall be considered by the supervisory board when making recommendations to the General Meeting. SUSS MicroTec AG does not set any specific objectives or establishes any quotas, as defined above. SUSS MicroTec AG is convinced that the qualification of the supervisory board candidates is the decisive criterion for taking a seat on the supervisory board and thus the composition of the supervisory board. When making recommendations for the composition of the supervisory board, SUSS MicroTec AG endorses and takes into account the criteria mentioned in section 5.4.1 paras. 2 and 3, but does not consider it useful to set specific objectives or quotas.

Garching, Germany, January 2013

On behalf of the Management Board

Frank Averdung
Chief Executive Officer

Michael Knopp
Chief Financial Officer


On behalf of the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

SUSS MicroTec AG complied with the recommendations of the German Corporate Governance Code in the version from May 26, 2010 since the last declaration of compliance from July 28, 2011 with five exceptions – invitation to the Shareholders' Meeting, a deductible for D&O insurance, the creation of committees, and the performance-based remuneration of Supervisory Board members and will comply with these five exemptions in the future.

Invitation to the Shareholders' Meeting

The German Corporate Governance Code recommends in 2.3.2 sending notification of the convening of the Shareholders' Meeting along 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. SUSS MicroTec will only send notification of the convening, including the convention documents, by electronic means if shareholders, shareholders' associations, or financial service providers request us to do so. Automatic electronic transmission to all the parties named in 2.3.2 is not planned. After the introduction of registered shares, SUSS MicroTec has thoroughly evaluated the possibility of an automatic electronic transmission of the notification of the convening of the Shareholders' Meeting along with the convention documents. Following this evaluation and despite the recommendation of the German Corporate Governance Code, SUSS MicroTec decided not to comply with the recommendation. The shareholder structure of SUSS MicroTec consists to a large extend of private shareholders, whose Email-addresses are not entirely known to the Company. Because of this a complete waiver of the postal distribution of the convening of the Shareholders' Meeting is not possible. SUSS MicroTec considers a parallel distribution on the postal and electronic way not sensible because the costs would largely exceed the benefits.

Postal voting

The German Corporate Governance Code recommends in Section 2.3.3 Sentence 2 that a company support the shareholders by providing postal voting opportunities. The possibility of postal voting provided by the German Act on Implementing the Shareholders' Rights Directive (ARUG) is as yet still subject to numerous legal and practical complications. For this reason, and taking into consideration the administrative expense associated with postal voting combined with the possibility provided by the Company of authorizing a proxy by electronic means, SUSS MicroTec will not be complying with this recommendation for the time being.

Deductible for D&O Insurance

The German Corporate Governance Code recommends in 3.8 an agreement on a deductible for the Supervisory Board of the Corporation consistent with the legal provisions for members of the Management Board upon concluding a directors’ and officers’ liability insurance policy. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Creation of Committees

The German Corporate Governance Code recommends in 5.3 creating professionally qualified committees depending on the specific circumstances of the company and the number of its Supervisory Board members. As SUSS MicroTec's Supervisory Board only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full Board.

Remuneration of Supervisory Board Members

In Section 5.4.6 Paragraph 2 the German Corporate Governance Code recommends performance-based remuneration of the Supervisory Board members. The remuneration of Supervisory Board members is stipulated in Section 19 of the articles of incorporation. SUSS MicroTec AG’s articles of incorporation currently do not call for a performance-based remuneration of the Supervisory Board. In the Company’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of performance-based remuneration.

Garching, Germany, May 2012

On behalf of the Management Board

Frank Averdung
Chief Executive Officer

Michael Knopp
Chief Financial Officer


On behalf of the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

SUSS MicroTec AG complied with the recommendations of the German Corporate Govern-ance Code in the version from May 26, 2010 since the last declaration of compliance from November 2, 2010 with five exceptions – invitation to the Shareholders' Meeting, a deductible for D&O insurance, the creation of committees, and the performance-based remuneration of Supervisory Board members and will comply with these five exemptions in the future.

Invitation to the Shareholders' Meeting

The German Corporate Governance Code recommends in 2.3.2 sending notification of the convening of the Shareholders' Meeting along 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. SUSS MicroTec will only send notification of the convening, including the convention documents, by electronic means if shareholders, shareholders' associations, or financial service providers request us to do so. Automatic electronic transmission to all the parties named in 2.3.2 is not possible as SUSS MicroTec AG has issued bearer shares and the shareholders' names and addresses are therefore not known. On June 21, 2011, at the Annual General Meeting, the shareholders voted in favor of introducing registered shares. Based on this decision the company will evaluate whether compliance with this recommendation will be possible in the future.

Postal voting

The German Corporate Governance Code recommends in Section 2.3.3 Sentence 2 that a company support the shareholders by providing postal voting opportunities. The possibility of postal voting provided by the German Act on Implementing the Shareholders' Rights Directive (ARUG) is as yet still subject to numerous legal and practical complications. For this reason, and taking into consideration the administrative expense associated with postal voting combined with the possibility provided by the Company of authorizing a proxy by electronic means, SUSS MicroTec will not be complying with this recommendation for the time being.

Deductible for D&O Insurance

The German Corporate Governance Code recommends in 3.8 an agreement on a deductible for the Supervisory Board of the Corporation consistent with the legal provisions for members of the Management Board upon concluding a directors’ and officers’ liability insurance policy. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Creation of Committees

The German Corporate Governance Code recommends in 5.3 creating professionally qualified committees depending on the specific circumstances of the company and the number of its Supervisory Board members. As SUSS MicroTec's Supervisory Board only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full Board.

Remuneration of Supervisory Board Members

In Section 5.4.6 Paragraph 2 the German Corporate Governance Code recommends performance-based remuneration of the Supervisory Board members. The remuneration of Supervisory Board members is stipulated in Section 19 of the articles of incorporation. SUSS MicroTec AG’s articles of incorporation currently do not call for a performance-based remuneration of the Supervisory Board. In the Company’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of performance-based remuneration.

Garching, Germany, July 2011

On behalf of the Management Board

Frank Averdung
Chief Executive Officer

Michael Knopp
Chief Financial Officer


On behalf of the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

The Management Board and Supervisory Board of SUSS MicroTec AG make the following declaration in accordance with Section 161 (1) of the German Stock Corporation Law (AktG):

SUSS MicroTec AG will comply with the recommendations of the German Corporate Governance Code in the version from May 26, 2010 with the following five exceptions. In addition, it has complied with the recommendations of the Code in the version from June 18, 2009 with four exceptions – invitation to the Shareholders' Meeting, a deductible for D&O insurance, the creation of committees, and the performance-based remuneration of Supervisory Board members – during the period from November 3, 2009 to November 2, 2010.

Invitation to the Shareholders' Meeting

The German Corporate Governance Code recommends in 2.3.2 sending notification of the convening of the Shareholders' Meeting along 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. SUSS MicroTec will only send notification of the convening, including the convention documents, by electronic means if shareholders, shareholders' associations, or financial service providers request us to do so. Automatic electronic transmission to all the parties named in 2.3.2 is not possible as SUSS MicroTec AG has issued bearer shares and the shareholders' names and addresses are therefore not known.

Postal voting

The German Corporate Governance Code recommends in Section 2.3.3 Sentence 2 that a company support the shareholders by providing postal voting opportunities. The possibility of postal voting provided by the German Act on Implementing the Shareholders' Rights Directive (ARUG) is as yet still subject to numerous legal and practical complications. For this reason, and taking into consideration the administrative expense associated with postal voting combined with the possibility provided by the Company of authorizing a proxy by electronic means, SUSS MicroTec will not be complying with this recommendation for the time being.

Deductible for D&O Insurance

The German Corporate Governance Code recommends in 3.8 an agreement on a deductible for the Supervisory Board of the Corporation consistent with the legal provisions for members of the Management Board upon concluding a directors’ and officers’ liability insurance policy. SUSS MicroTec AG has had D&O insurance without any body-specific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Creation of Committees

The German Corporate Governance Code recommends in 5.3 creating professionally qualified committees depending on the specific circumstances of the company and the number of its Supervisory Board members. As SUSS MicroTec's Supervisory Board only consists of three members, the creation of committees, which usually must be comprised of at least three members, is not possible and on the whole not necessary as there is plenty of scope for intense and detailed discussions to take place within the full Board.

Remuneration of Supervisory Board Members

In Section 5.4.6 Paragraph 2 the German Corporate Governance Code recommends performance-based remuneration of the Supervisory Board members. The remuneration of Supervisory Board members is stipulated in Section 13 of the articles of incorporation. SUSS MicroTec AG’s articles of incorporation currently do not call for a performance-based remuneration of the Supervisory Board. In the Company’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of performance-based remuneration.

Garching, Germany, November 2010

On behalf of the Management Board

Frank Averdung
Chief Executive Officer

Michael Knopp
Chief Financial Officer


On behalf of the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

 

Pursuant to Section 161 of the German Stock Corporation Law (AktG), the Management and Supervisory Boards of SUSS MicroTec AG declare the following:

SUSS MicroTec AG will comply with the recommendations of the German Corporate Governance Code in its version of June 18, 2009 with the following four exceptions and has complied with the recommendations of the Code in its version of June 6, 2008 for the period of November 7, 2008 to November 3, 2009 with three exceptions – the deductible for the directors’ and officers’ liability insurance (D&O insurance), the creation of committees, and the remuneration of Supervisory Board members.

Invitation to the Shareholders’ Meeting, Proxy

The German Corporate Governance Code recommends in Section 2.3.2 that an invitation to the Shareholders’ Meeting, including convention documents, be sent by electronic means to all domestic and foreign financial services providers, shareholders, and shareholder associations, insofar as all approval requirements have been met. To date, SUSS MicroTec has not met the approval requirements needed to send the convention documents by electronic means. As shares in the Company are bearer shares, it cannot be guaranteed that these requirements will be met in the future either.

Deductible for D&O Insurance

The German Corporate Governance Code recommends in Section 3.8 that upon concluding a directors’ and officers’ liability insurance policy, a deductible for the company Supervisory Board that complies with the legal requirements for board members be agreed. SUSS MicroTec AG has had D&O insurance without any bodyspecific deductible for the Supervisory Board for several years. In SUSS MicroTec’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of a corresponding deductible.

Creation of Committees

The German Corporate Governance Code recommends in Section 5.3 creating professionally qualified committees, depending on the specific circumstances of the company and the number of its Supervisory Board members. As the Supervisory Board of SUSS MicroTec AG now consists of three members following the resolution passed at the Shareholders’ Meeting on June 19, 2008, the Company does not consider it necessary to create the corresponding committees. In particular, the Supervisory Board is of the opinion that the creation of committees would make the body’s work unnecessarily difficult given the number of members.

Remuneration of Supervisory Board Members

In Section 5.4.6, the German Corporate Governance Code recommends a performance- based remuneration of Supervisory Board members as well as remuneration for serving on and chairing committees. The remuneration of Supervisory Board members is stipulated in Section 13 of the articles of incorporation. SUSS MicroTec AG’s articles of incorporation currently do not provide for performance-based compensation of the Supervisory Board. In the Company’s opinion, responsible actions of the Supervisory Board are not additionally promoted through the agreement of performancebased compensation for Supervisory Board members.

Garching, Germany, November 2009

On behalf of the Management Board

Frank Averdung
Chief Executive Officer

Michael Knopp
Chief Financial Officer


On behalf of the Supervisory Board 

Dr. Stefan Reineck
Chairman of the Supervisory Board

 

Declaration by the Executive Board and Supervisory Board of SÜSS MicroTec AG in accordance with section 161 of the Aktiengesetz (AktG – German Stock Corporation Act):

SÜSS MicroTec AG will comply with the current recommendations of the German Corporate Governance Code in the version dated June 6, 2008 except for the following three exceptions, and complied with the recommendations of the German Corporate Governance Code dated June 14, 2007 except for the two exceptions regarding the deductible in respect of D&O liability insurance and the compensation of the Supervisory Board for the period from December 14, 2007 to November 7, 2008.

Deductible in respect of D&O liability insurance:

The German Corporate Governance Code recommends in clause 3.8 that, where a company takes out directors' and officers' liability insurance, it should agree an adequate deductible for the company's governing bodies. SÜSS MicroTec AG has already had D&O insurance cover for several years that does not include a specific deductible. In SÜSS MicroTec's view, responsible behavior by the management bodies is not reinforced additionally by agreeing to a suitable deductible.

Formation of committees

Clause 5.3 of the German Corporate Governance Code recommends the formation of committees with sufficient expertise, depending on the specifics of the enterprise and the number of its Supervisory Board members. Since following the resolution by the Shareholder Meeting on June 19, 2008, SÜSS MicroTec AG's Supervisory Board now comprises three members, the Supervisory Board does not consider the formation of corresponding committees to be necessary. In particular, the Supervisory Board believes that the formation of committees would unnecessarily complicate the body's work given this number of members.

Compensation of Supervisory Board Members:

Clause 5.4.6 of the German Corporate Governance Code recommends performancerelated compensation for members of the Supervisory Board as well as compensation for the membership and the chairmanship of committees. The compensation paid to Supervisory Board members is specified in Article 13 of the Articles of Incorporation. The Articles of Incorporation of SÜSS MicroTec AG currently do not provide for performance-related compensation for the Supervisory Board.

Garching, November 2008

On behalf of the Management Board

Michael Knopp
CFO

Christian Schubert


Für den Aufsichtsrat 

Dr. Stefan Reineck
Vorsitzender des Aufsichtsrats