Statement of Compliance
The Executive Board and Supervisory Board of PROCON MultiMedia AG hereby declare that:
1.
The company has been and remains in compliance with the recommendations of the government commission on the "German Corporate Governance Code" (hereinafter "Code") in the version dated May 26, 2010 published in the official section of the electronic Federal Official Gazette by the Federal Ministry of Justice with the exception of the points listed under Figure 2:
2.
Resolution Majorities (4.2.1)
The Rules of Procedure for the Executive Board of PROCON MultiMedia AG do not govern the majorities required for Executive Board resolutions (unanimous or majority vote). The statutory regulations apply. As the Executive Board consists of two members this rule is not applicable.
Compensation of the Members of the Executive Board (4.2.3)
The contracts concluded between PROCON MultiMedia AG and the members of the Executive Board were signed before the coming into force of the VorstAG and provide neither for a multi-year assessment of the variable compensation components nor for positive and negative developments to be taken into account.
Accordingly, the contracts concluded with the members of the Executive Board do not provide for a severance payment cap on premature termination of an Executive Board member’s contract without serious cause. It is intended, however, to comply with this recommendation when signing future contracts with Executive Board members.
In the course of 2011 the contracts with the members of the Executive Board were cancelled and replaced by agreements with the PRG GmbH. The members of the Executive Board are also employed at PRG GmbH. Also these contracts do not include a multi-year assessment of the variable compensation components or for positive and negative developments. Due to this the Supervisory Board did not decide on a compensation program for the Executive Board. As of this the PROCON MultiMedia AG did not publish any content of the compensation system within the Corporate Governance Report and will not do this in the future.
Age Limit for Members of the Executive and Supervisory Boards (5.1.2, 5.4.1)
PROCON MultiMedia AG has not and does not intend to set an age limit for the members of its Executive and Supervisory Boards. PROCON MultiMedia AG would like to retain the possibility of acquiring experienced personalities as members of its Executive and Supervisory Boards.
The Supervisory Board did not entitle any targets for the diversity. In particular there are no female members in the Supervisory Board. All members of the Supervisory Board have many experiences and much knowledge. As there are no changes of the members planned in the current business year the PROCON MultiMedia AG will not follow on the recommendation to appoint to targets for diversity.
Chairmanship and Formation of Supervisory Board Committees (5.2, 5.3.1, 5.3.2, 5.3.3)
The Supervisory Board of PROCON MultiMedia AG continues to consist of three members without having Committees. The Supervisory Board discusses its duties in great detail and performs them jointly. These include issues relating to accounting procedures and risk management, the necessary independence on the part of the auditor, the granting of the audit mandate to the auditor, the determination of focal points for the audit and the agreement of auditing fees. In view of these factors, PROCON MultiMedia AG still does not have any plans to increase the size of its Supervisory Board over and above the legally required minimum number of members or to establish any Supervisory Board committees. Accordingly, the recommendation that the Supervisory Board Chairman should also chair the committees that handle contracts with members of the Executive Board and prepare the Supervisory Board meetings is not relevant. Should the Supervisors Board of PROCON MultiMedia AG consist of more than three members in future, it is intended to include a regulation to this effect in the Rules of Procedure for the Supervisory Board.
Functions of the members of the Supervisory Board at competitors (5.4.2)
Two of the members of the Supervisory Board have functions at a competitive company which is also the main shareholder of PROCON MultiMedia AG. They will have these functions also in the future. This fact was known during the election of the Supervisory Board by the Annual Shareholders Meeting. Due to this the members of the Supervisory Board are well informed about the specifics of the business sector.
Compensation of Supervisory Board Members (5.4.6)
The Articles of Association of PROCON MultiMedia AG continue to stipulate the fixed compensation of the members of its Supervisory Board. The introduction of variable components has to date not been considered necessary in order to improve the quality of advice and supervision thereby provided. The recommendation included in the Code that, in addition to the Chairman, the Deputy Chairman of the Supervisory Board should also receive additional compensation remains incompatible with the small number of members of the Supervisory Board (3 individuals). The members of the Supervisory Board of PROCON MultiMedia AG perform their duties jointly, rendering any further differentiation redundant. PROCON MultiMedia AG has so far not reported the main features of the compensation system in the Corporate Governance Report as this is included in the notes to the financial statements.
Publication of Consolidated Financial Statements within 90 Days and of Interim Reports within 45 Days (7.1.2)
PROCON MultiMedia AG has published and continues to publish its consolidated financial statements and interim reports in accordance with legal requirements. The conditions of the Prime Standard segment of the Frankfurt Stock Exchange valid since 2003 have also been and continue to be met. PROCON MultiMedia AG continues to aim to comply with the deadlines recommended in the Code. Any fixed obligation to meet shorter publication deadlines, however, would result in a disproportionate increase in accounting expenses.
Hamburg, March, 2012
PROCON MultiMedia Aktiengesellschaft
The Executive Board
The Supervisory Board
