Corporate Governance - Declaration of conformity 2008

In accordance with section 3.10 of the German Corporate Governance Code, the Management Board and Supervisory Board of ESTAVIS AG report on the Company’s corporate governance activities each year.

The Management Board and Supervisory Board of ESTAVIS AG identify with the objectives of the German Corporate Governance Code, which aims to promote responsible and transparent company management and control with a view to generating a sustainable increase in enterprise value.

Corporate Governance at ESTAVIS AG is intended to increase the confidence of investors, business partners, employees and the wider public in the management and monitoring of the Company.

Declaration of conformity 2008

“Joint declaration of conformity with the German Corporate Governance Code by the Management Board and Supervisory Board of ESTAVIS AG in accordance with section 161 of the German Stock Corporation Act

In accordance with section 161 of the German Stock Corporation Act, the Management Board and Supervisory Board of ESTAVIS AG hereby issue the following declaration:

ESTAVIS AG complies with the recommendations of the German Corporate Governance Code in the current version dated June 6, 2008 with the following exceptions:

Section 3.8 (D&O insurance)
The Company has taken out a D&O insurance policy for the Management Board and the Supervisory Board that does not include a deductible. In the opinion of the Management Board and the Supervisory Board, the agreement of a deductible would have no effect on the sense of responsibility and loyalty of the members of the executive bodies.

Section 4.2.3 (Compensation)
The total compensation of the Management Board currently consists of fixed and variable components, but no long-term incentives containing risk elements.
Current Management Board contracts do not contain a severance payment cap in the event of premature termination. The Supervisory Board will examine the adjustment of contracts in this regard.

Section 5.1.2 (Age limit)
Due to the age structure of the Management Board, no age limit is currently specified.

Sections 5.3.1, 5.3.2 and 5.3.3 (Committees)
The Supervisory Board has not yet formed any committees, and in particular has yet to establish an Audit Committee or a Nomination Committee. The Supervisory Board will examine the extent to which the establishment of committees can be used to optimise its supervisory activities in future.

Section 7.1.2 (Discussion of interim reports with Supervisory Board)
Half-year and any quarterly financial reports are not being discussed with the Supervisory Board prior to publication. The Supervisory Board will examine the establishment of an Audit committee.”

Berlin, 27 August 2008
Management Board and Supervisory Board
ESTAVIS AG