CORPORATE GOVERNANCE DECLARATION

The Corporate Governance Declaration stipulated by Section 289a of the German Commercial Code comprises the Declaration of Conformity in accordance with Section 161 of the German Stock Corporation Act, relevant disclosures concerning corporate governance principles, a description of how the Management Board and the Supervisory Board works and the composition and function of their committees. The corporate governance declaration also includes the report stipulated by Article 3.10 of the German Corporate Governance Code ("corporate governance report").

Declaration of Compliance

Declaration Of Conformity concerning the German Corporate Governance Code you will find here

Disclosures on corporate governance practices

In addition to the statutory requirements, the Company's bylaws, the rules of conduct of the Supervisory Board and the Management Board and the recommendations of the German Corporate Governance Code provide the basis for OHB Technology AG's corporate governance practices.

Method of work of Management Board and Supervisory Board

Management Board

The Management Board manages the Company in the exercise of its own responsibility.
The three members of the Management Board are required to conduct the Company's business in accordance with the applicable statutory provisions, the Company's bylaws, the rules of conduct issued by the Supervisory Board for the Management Board, the terms of their service contracts and the resolutions passed by the Management Board.

Their specific powers and responsibilities are determined in the business allocation plan for the Management Board. Regardless of this, the members of the Management Board are jointly responsible for corporate governance. The Management Board primarily passes resolutions at its meetings as well as in writing or by using other forms of communication.

The chief executive officer coordinates the activities of the members of the Management Board.

Supervisory Board

The Supervisory Board appoints, monitors and advises the Management Board and is directly involved in all decisions of fundamental importance for the Company. It exercises its duties in accordance with the relevant statutory provisions, the Company's bylaws and the resolutions which it passes. It comprises three members.

The Supervisory Board primarily passes resolutions at its meetings as well as in writing or by using other forms of communication. It held six meetings in 2009.

Collaboration between the Management Board and the Supervisory Board

The Management Board briefs the Supervisory Board regularly and comprehensively on order receipts, total revenues, earnings and capacity utilization at OHB Technology AG both at the Group level as well as within the individual business units.

In addition, it reports to the Supervisory Board on corporate planning, strategic development, the main investments and the Company's risk profile on an ongoing basis.

Committees of the Supervisory Board
The Supervisory Board has not established any committees. The chairman of the Supervisory Board coordinates its activities.

Annual general meeting

The shareholders OHB Technology AG exercise their voting and control rights at the general meeting of the shareholders, which is held at least once a year. At this meeting, they pass resolutions on all matters governed by law with a binding effect on all shareholders and the Company. There is one vote for each share held. Each shareholder registering within the requisite period may attend the annual general meeting. Shareholders who are not able to attend in person may vote in proxy by instructing a bank, a shareholder association or the voting representative appointed by OHB Technology or any other agent.

Prior to the annual general meeting, shareholders are able to obtain detailed information on the Company’s performance in the previous year and the individual items of the agenda adopted for the shareholders’ meeting via the annual report on the Company available on the Internet and the invitation to the shareholders.
All documents and information on the annual general meeting as well as the annual report are available on our website.

Compensation report

The following compensation report individualizes the compensation paid to the members of the Management Board of OHB Technology AG and forms part of the Group management report for 2010. As a matter of principle, the compensation paid to the members of the Management Board comprises fixed and variable components. The service contracts currently in force with the members of the Management Board (duration: July 1, 2009 until June 30, 2012) provide for variable compensation to be determined on the basis of a direct share in profit (percentage of EBT). There is currently no provision for any share-based compensation components or compensation components with a long-term incentive. In the event of the death of a Management Board member, his surviving dependents are entitled to receive continued payment of that member’s fixed compensation for a further period of six months.

The compensation paid to the members of the Management Board breaks down as follows: The total fixed compensation paid in 2010 came to EUR 0.751 million (previous year EUR 0.680 million), while the variable component equaled EUR 0.631 million (previous year EUR 0). The breakdown by members of the Management Board is as follows: Mr. Marco R. Fuchs received a sum of EUR 0.287 million (previous year EUR 0.251 million) as fixed compensation including all benefits as well as advances towards health and pension insurance and a non-cash benefit in the form of a company car as well as contributions of EUR 1,700 (EUR 1,700) towards an endowment policy. Variable compensation equaled EUR 0.270 million (previous year EUR 0). Prof. Dott. Ing. h.c. Manfred Fuchs received a sum of EUR 0.271 million (previous year EUR 0.253 million) as fixed compensation including all benefits such as advances towards health and pension insurance and a non-cash benefit in the form of a company car. Variable compensation equaled EUR 0.270 million (previous year EUR 0). In addition, payments of EUR 37,000 were made by OHB-System AG pursuant to a pension commitment assumed in 1988 under which he is to receive a sum of EUR 3,000 a month upon turning 65 years. Mr. Ulrich Schulz received a sum of EUR 0.190 million (previous year EUR 0.173 million) as fixed compensation including all benefits as well as advances towards health and pension insurance and a non-cash benefit in the form of a company car as well as contributions of EUR 1,200 (EUR 1,200) towards an endowment policy. Variable compensation equaled EUR 0.091 million (previous year EUR 0).

In her capacity as chairwoman of the Supervisory Board, Mrs. Christa Fuchs received a sum of EUR 20,000 for 2010 (previous year EUR 20,000), while Prof. Dr.-Ing. Hans J. Rath received EUR 10,000 (previous year EUR 10,000) and Prof. Heinz Stoewer EUR 10,000 (previous year EUR 10,000). Variable compensation components were dispensed with. Mrs. Christa Fuchs was paid compensation of EUR 0.117 million (previous year EUR 0.140 million) for her advisory services for members of the OHB Technology Group in the year under review. Prof. Heinz Stoewer received compensation totaling EUR 0 in the year under review (previous year EUR 10,500) and Prof. Rath compensation of EUR 0 (previous year EUR 5,800) for the provision of consulting services.

Management Board and Supervisory Board shareholdings

As of the balance sheet date, Christa Fuchs, chairwoman of the Supervisory Board, held 1,500,690 shares, Prof. Heinz Stoewer, a member of the Supervisory Board, 1,000 shares and Marco R. Fuchs, chairman of the Management Board, 2,684,796 shares. The other members of the Management Board Prof. Dott. Ing. h.c. Manfred Fuchs and Ulrich Schulz held 3,763,064 and 54 shares, respectively. On December 31, 2010, VOLPAIA Beteiligungs-GmbH held 3,730,170 shares. Christa Fuchs held 20%, Marco R. Fuchs 25% and Prof. Dott. Ing. h.c. Manfred Fuchs 35% of the capital of VOLPAIA Beteiligungsgesellschaft as of the balance sheet date.

Directors’ dealings

In the year under review, members of the Company’s Management Board and Supervisory Board as well as related legal entities reported the following securities transactions: On January 18, 2010, Dott. Ing. h.c. Manfred Fuchs transferred to Romana Fuchs Mayrhofer 500,000 shares in the form of a non-remunerated endowment.