5. Compliance declaration of REALTECH AG, November 2006

REALTECH AG complies with the recommendations of the Government Commission on the German Corporate Governance Code (dated June 12, 2006), with the following exceptions:

• No suitable deductible has been agreed to date for the D&O insurance taken out on behalf of the Executive Board and Supervisory Board (Section 3.8, Paragraph 2 of the Code).
  Reason: No deductible has yet been agreed for the existing D&O insurance for the Executive and Supervisory Boards. We believe that agreeing upon a deductible would not improve the motivation and sense of responsibility with which the members of the Executive and Supervisory Boards of REALTECH AG perform the tasks and functions assigned to them. In addition, the primary aim of this insurance is to cover the company’s essential own risks, not to provide financial protection for board members. Moreover, it is a group insurance policy that also extends to leading REALTECH employees. We do not consider it appropriate to distinguish between board members and company employees.
• Up to now, remuneration of members of the Supervisory Board has not been disclosed individually in the Corporate Governance Report (Section 5.4.7 of the Code).
  Reason: Specifying the individual remuneration of each member of the Supervisory Board does not provide a suitable foundation for judging the appropriateness of the remuneration for the Supervisory Board’s task, as an overall body, to monitor the Executive Board’s management.
  

Walldorf, November 30, 2006