Declaration of conformity under section 161 AktG

In accordance with section 161 of the Stock Corporation Act (Aktiengesetz – AktG), the Board of Management and the Supervisory Board of secunet Security Networks AG hereby issue the following Declaration of Conformity with the recommendations of the Government Commission on the German Corporate Governance Code:
secunet Security Networks AG has conformed and conforms with the recommendations of the Government Commission on the German Corporate Governance Code in the relevant applicable version of May 26, 2010, published by the Federal Ministry of Justice in the official section of the electronic Federal Gazette, with the following exceptions:

3.8 paragraph 2 sentence 2 A deductible shall be agreed upon for a D&O insurance policy for the Supervisory Board
Explanation: secunet's Supervisory Board conducts business in a highly responsible manner. Having a deductible would not generate any additional improvement or incentive.

5.1.2 paragraph 2 sentence 3 An age limit for Members of the Board of Management shall be specified
Explanation: The ages of the Members of secunet's Board of Management (who were born in 1954, 1964 and 1966) mean that it is not currently necessary to establish an age limit for Members of the Board of Management.

5.3.2 The Supervisory Board shall set up an Audit Committee
Explanation: The Supervisory Board has six Members. Due to the number of Supervisory Board Members and the composition of the Supervisory Board, the setting up of a separate Audit Committee would not increase the efficiency of the work of the Supervisory Board with regard to financial accounting, risk management, compliance or annual auditing.

5.3.3 The Supervisory Board shall form a nomination committee
Explanation: The Supervisory Board of secunet Security Networks AG has only six Members. All Members are elected by the shareholders. An additional nomination committee has therefore not been set up.

5.4.1 paragraph 2 The Supervisory Board shall specify concrete objectives regarding its composition which, whilst considering the specifics of the enterprise, take into account the international activities of the enterprise, potential conflicts of interest, an age limit to be specified for the members of the Supervisory Board and diversity. These concrete objectives shall, in particular, stipulate an appropriate degree of female representation.
Explanation: the Supervisory Board decided concrete objectives for its composition on its meeting on November 23, 2011. Since then the recommendations as defined by clause 5.4.1 paragraph 2 are applied.

5.4.6 paragraph 2 The Members of the Supervisory Board shall receive fixed as well as performance-related remuneration
Explanation: The compensation of the Members of the Supervisory Board can be established in the Articles of Incorporation or approved by the Annual General Meeting. The Articles of Incorporation of secunet Security Networks AG do not provide for performance-related remuneration for the Members of the Supervisory Board. Furthermore, the Annual General Meeting has not approved any performance-related remuneration for the Members of the Supervisory Board.

5.4.6 paragraph 3 The remuneration of the Members of the Supervisory Board shall be reported individually in the Corporate Governance Report, broken down according to components
Explanation: As the Members of the Supervisory Board only receive fixed remuneration, as also laid down in the company’s Articles of Incorporation, it is not necessary to individually break down the remuneration of the Members of the Supervisory Board in the Corporate Governance Report.

secunet Security Networks AG
Essen, November 23, 2011

- The Board of Management - - The Supervisory Board -

This document is a convenience translation of the original German „Entsprechenserklärung“. Only the German version is
legally binding on secunet Security Networks AG.

Former statements: