The DELTON Group's Corporate Governance principles are designed to carry out the responsible and transparent management of the DELTON Group. The Supervisory Board, the Management Board and all employees are committed to comply with these principles because they consider them a vital contribution to the sustainable success of the company.

Declaration of Conformity of December 10, 2008

Pursuant to § 161 AktG [Stock Corporation Act], the Managing Board and the Supervisory Board of DELTON AG hereby declare as follows:

"Since the last Declaration of Compliance dated December 17, 2007, the Company has achieved compliance with the recommendations of the ‘Government Commission on the German Corporate Governance Code’, announced on August 8, 2008, in the electronic Federal Gazette (revised Code of June 6, 2008), and shall in future comply with the recommendations of the revised Code of June 6, 2008, subject in all instances to the exceptions hereinafter detailed:

1.) Code subclause 2.3:
Owing to the position of Mr. Stefan Quandt as sole shareholder, the regulations governing invitation to the General (Shareholders') Meeting (AGM) are not relevant.

2.) Code subclause 3.8, Para. 2:
The existing D & O - insurance of the Company does not provide insurance cover for deliberate violation of duty. Where insurance cover exists, there is no policy deductible (excess amount) payable either by members of the Managing Board or members of the Supervisory Board. The Company has received personal undertakings from its Managing Board members to accept liability for such policy deductibles (excess amounts) where insurance cover exists on the basis of a D & O - policy taken out by the Company. Accordingly, Managing Board members found to have acted with gross negligence and causing a loss to the Company or third parties in their executive capacity shall bear all such losses arising within one year in an amount up to three times the fixed monthly salary of the member concerned. The basis for ascertaining such losses shall exclude legal and other defence costs.

Owing to the position of Mr. Stefan Quandt as sole shareholder and Chairman of the Supervisory Board, it is not considered necessary to impose a policy deductible (excess amount) requirement on the members of the Supervisory Board in respect of the D & O - insurance, nor to obtain from them an undertaking of the type indicated above.

The above-mentioned arrangements have no limiting effect on the liability of the members of the Managing Board and Supervisory Board in respect of the Company or third parties.

3.) Code subclause 4.2.2, Para. 1:
The plenary meeting of the Supervisory Board is required only to advise on the compensation structure of the Managing Board and may not, within the framework of a decision-making and regular review remit, pass resolutions deemed to be binding on the Personnel Committee. The passing of resolutions and the performance of regular reviews of the compensation structure by the plenary meeting of the Supervisory Board contradicts the concept of delegation.

4.) Code subclause 4.2.4 and 4.2.5:
In order to protect the private sphere of the individuals involved, and in view of the fact that the sole shareholder is aware of the remuneration received by the members of the Managing Board, no individual compensation amounts are disclosed.

5.) Code subclause 5.3.3:
Due to the position of Mr. Stefan Quandt as the sole shareholder and Chairman of the Supervisory Board, the appointment of a Nomination Committee for the Supervisory Board is deemed unnecessary.

6.) Code subclause 5.4.6, Para. 2, Sentence 1:
Owing to the position of Mr. Stefan Quandt as sole shareholder and Chairman of the Supervisory Board, and the consequent lack of any third party interests with regard to dividend payments, the regulations relating to performance-related emoluments to the Supervisory Board are not relevant.

7.) Code subclause 5.4.6, Para. 3:
In order to protect the private sphere of the individuals involved, and in view of the fact that the sole shareholder and Chairman of the Supervisory Board is aware of the remuneration received by the members of the Supervisory Board, no individual compensation amounts are disclosed.

8.) Code subclauses 6.3 to 6.7:
Owing to the fact that DELTON is not stock exchange-listed and given the position of Mr. Stefan Quandt as sole shareholder, these regulations relating to transparency in respect of the capital market are not relevant.

9.) Code subclauses 7.1.1 to 7.1.3:
Owing to the fact that DELTON is not stock exchange-listed and given the position of Mr. Stefan Quandt as sole shareholder, these regulations relating to transparency in respect of the capital market are not relevant."

Bad Homburg v. d. H., December 10, 2008

Stefan Quandt                            Berndt-Michael Winter      Dr. Antonius Wagner
Chairman, Supervisory Board     CEO                                  CFO