Declaration of compliance 2007

by the Executive Board and the Supervisory Board of BERU AG with the recommendations of the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act

The Executive Board and the Supervisory Board of BERU AG hereby issue the following declaration concerning the recommendations of the “Corporate Governance Code of the German Government Commission”:

BERU AG has complied with the recommendations of the German Corporate Governance Code (GCGC) as amended on June 2, 2005 with the exceptions described in the previous declaration of compliance of March 23, 2006 (Clause 5.3.2, Sentence 1).

Since March 2006, the Company has complied with the Code, at first as amended on June 2, 2005 and then as amended on June 12, 2006, and it will continue to comply with the Code as amended on June 12, 2006 with the exception of the following recommendation, which has not been followed and will not be followed:

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BERU does not follow the Code’s recommendation to establish an Audit Committee, because the Supervisory Board comprises only six members and an Audit Committee would therefore not increase its efficiency. The Supervisory Board itself deals intensively with questions of accounting and risk management, the required independence of the external auditors, the placing of the audit assignment with the external auditors, and the determination of the main areas of the audit and the audit fee (see Clause 5.3.2, Sentence 1 of the GCGC).

Ludwigsburg, March 2007

For the Supervisory Board of BERU AG

Dr. Ulrich Wöhr

For the Executive Board of BERU AG

Marco von Maltzan

 
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