Declaration of Conformity

The Management Board and Supervisory Board of VERBIO Vereinigte BioEnergie AG orientate their activities according to the recommendations of the German Corporate Government Code. This Code incorporates the main statutory provisions as well as the internationally and nationally recognized standards of corporate governance revised and elaborated by the Government Commission for the German Corporate Governance Code. The aim is to ensure good company governance and supervision.

One of our aims in complying with the Code is to meet the steadily increasing demand for information from different interest groups by creating transparency and building trust in the company’s corporate governance.

Joint declaration by the Management Board and Supervisory Board of VERBIO Vereinigte BioEnergie AG on the recommendations of the German Corporate Governance Code Government Commission pursuant to Section 161 AktG German Stock Companies Act

"The Management Board and Supervisory Board of VERBIO Vereinigte BioEnergie AG hereby declare in accordance with Section 161 of the AktG, that since the last Declaration of Conformity, submitted on 24 June 2011, to the recommendations of the 'Government Commission German Corporate Governance Codex' announced by the Federal Minister of Justice in the official section of the Electronic German Federal Gazette on 26 May 2010 as well as on 18 June 2010, VERBIO Vereinigte BioEnergie AG has met and will in future meet these recommendations with the following exceptions.

Section 5.3 of the DCGK recommends that the Supervisory Board establish special committees. The Company's Supervisory Board has not, and also will not in future establish special committees. The Company's Supervisory Board comprises only three persons, who have the required knowledge and professional experience to be able to carry out the work of the Supervisory Board even without the establishment of special committees. As there are no special committees, no special remunerations for members of Supervisory Board special committees, as in Section 5.4.6 Paragraph 1 Line 3 (Annex 2) of the DCGK, will be paid.

Section 5.1.2 of the DCGK intends that the Supervisory Board give attention to diversity in the composition of the Management Board, and in particular that it should aim to give proper attention to women. Furthermore, according to Section 5.4.1 of the DCGK the Supervisory Board must name concrete goals which, whilst considering the specifics of the company, take into account the company's international activities, potential conflicts of interest, an age limit to be specified for the members of the Supervisory Board and diversity. These concrete goals should in particular provide a certain quota of women. The Company's opinion is that these criteria are not adequate grounds for making a difference to the appointment of Management Board members and the election of Supervisory Board members. The Company considers that much more weight should be given to a candidate's knowledge, abilities and experience in the relevant area of business and responsibility in the composition of the Management Board, as well as the nominations for election to the Supervisory Board. The rule of procedure for the Supervisory Board states that only those persons who have not concluded 75 years of age may be nominated for election as members of the Company's Supervisory Board. The requirement in the DCGK, according to which an age limit should be established for the composition of the Supervisory Board, is thereby fulfilled.

According to Section 5.4.6 Paragraph 1 Line 3 of the DCGK, the Chair of the Supervisory Board and their deputy, as well as the Chair and membership of the special committees, should be covered by remunerations for Supervisory Board members. In contrast to the function-specific, significantly higher workload of the Chair of the Supervisory Board, the workload of the Deputy Chair does not differ to the workload of the other members. Therefore no special consideration will be given to the Deputy Chair in the context of Supervisory Board remunerations. Additionally, Section 5.4.6 Paragraph 2 Line 1 of the DCGK advises, that the members of the Supervisory Board should receive fixed remuneration as well as target-based remunerations. The Company sees target-based remuneration for members of the Supervisory Board as a management tool through which the independence of the controlling board could be affected. The Annual Shareholder's Meeting on 24 June 2011 approved a change in the articles of association for the adjustment of Supervisory Board remunerations."

Zörbig/Leipzig, 19 March 2012
VERBIO Vereinigte BioEnergie AG

Supervisory Board                                                   Management Board
Alexander von Witzleben                                         Claus Sauter
Chairman of the Supervisory Board                           CEO

Declaration of conformity 2012
Updated Declaration of Conformity 2011
Declaration of conformity 2011
Declaration of conformity 2010
Declaration of Conformity 2009
Declaration of conformity 2008