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| Declaration of Compliance 2009 |
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Declaration by the Management Board and the Supervisory Board of Carl Zeiss Meditec AG on the German Corporate Governance Code in accordance with Section 161 Stock Corporation Act (AktG)
Pursuant to Section 161 AktG the Management and Supervisory Boards of Carl Zeiss Meditec AG are obliged to submit an annual declaration that the recommendations of the Government Commission on the German Corporate Governance Code have been complied with. This declaration must be made permanently accessible to shareholders.
The Management Board and Supervisory Board declare herewith
that since its last declaration of compliance of 8 December 2008, Carl Zeiss Meditec AG has complied with, and continues to comply with, all the recommendations of the Government Commission on the German Corporate Governance Code in its version dated 18 June 2009 and in its version dated 6 June 2008, as published by the German Federal Ministry of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger).
As regards the version of 18 June 2009, the following exception applies:
Section 3.8 provides, in the case of D&O insurance being taken out for the Supervisory Board, for the agreement of an excess of at least 10 percent of the damages up to at least one-and-a-half times the fixed annual remuneration of the Supervisory Board member. At the present time, the Company maintains a D&O insurance policy for the members of the Supervisory Board which provides for a smaller excess than that required by the Code. For insurance-related reasons the adjustment can only be made if the excess is adjusted for all managing executive bodies of the entire Carl Zeiss Group.
Subject to the adjustment of the D&O insurance policy, the Management Board and Supervisory Board additionally declare that Carl Zeiss Meditec AG will continue in future to observe all recommendations of the Code as amended on 18 June 2009.
Jena, 10 December 2009
On behalf of the
Supervisory Board
Dr. Markus Guthoff | On behalf of the
Board of Management
Dr. Michael Kaschke |
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