“REALTECH AG complies with the recommendations of the Government Commission on the German Corporate Governance Code (dated June 18, 2009), with the following exceptions:

• At this time, neither a deductible ranging from at least 10% of the damages to an amount one and a half times that of the fixed annual remuneration for the Executive Board member nor a corresponding deductible for the Supervisory Board has been agreed (Section 3.8, (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 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.
  
  In accordance with Section 93, (2), Sentence 3 of the Aktiengesetz (AktG – German Stock Corporation Act) which came into force on July 1, 2009, a deductible ranging from at least 10% of the amount of the damage to an amount at least one and a half times that of the fixed annual remuneration for the Executive Board member will be agreed. In addition, a corresponding deductible will be agreed for the Supervisory Board.

• Currently more than two former members of the Executive Board belong to the Supervisory Board. (Item 5.4.2, Sentence 3 of the code).
  
  Reason: We believe that a rule of this kind would inappropriately restrict the rights of shareholders to vote for members of the Supervisory Board.

• At present, remuneration of members of the Supervisory Board is not disclosed individually in the Corporate Governance Report, broken down into components (Section 5.4.67, (3) of the Code).
  
  Reason: In our opinion, specifying the individual remuneration of each individual 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, December 8, 2009