Declaration of Compliance 2011

Declaration of the Management Board and Supervisory Board of Amadeus FiRe AG on the recommendations of the ‘Government Commission on the German Corporate Governance Code’ pursuant to Art. 161 German Stock Corporation Act

The management board (Vorstand) and the supervisory board (Aufsichtsrat) of Amadeus FiRe AG declare, that the recommendations of the 'Government Commission German Corporate Governance Code' (as amended on 26 May 2010) have been and are complied with, except for the following matters:

1 Deviation from clause 2.3.3, sentence 1

The articles of association of Amadeus FiRe AG do not provide for the option of postal votes. Thus, Amadeus FiRe AG does not assist its shareholders in the use of postal votes.

After in-depth deliberation the Management Board and the Supervisory Board refrained from proposing a resolution to the shareholders’ meeting to amend the articles of association, whereby shareholders would be enabled to exercise their voting rights in writing or by means of electronic media, without attending the shareholders’ meeting (postal vote). The Management Board and the Supervisory Board take the opinion, that personal participation in the shareholders’ meeting, especially the open debate among the shareholders, is a fundamental element of the shareholders’ meeting. Furthermore, the Management Board and the Supervisory Board take the opinion that in consideration of the rather small number of shareholders of the Company, the costs of a postal vote proceeding exceed its benefit by far.

2 Deviation from clause 3.8, paragraph 3

Amadeus FiRe AG maintains a D&O insurance for the members of the Supervisory Board. The current insurance terms do not provide for any deductibles yet.

The Company views deductibles for members of the Supervisory Board at D&O insurances can only hardly by justified, because of the relatively low compensation for members of the Supervisory Board. The annual compensation for ordinary members sums up, according to the statutes, to EUR 10,000, whereby chairmanship and deputy chairmanship in the Supervisory Board and membership and chairmanship in the committees of the Supervisory Board are compensated separately. The introduction of deductibles - while keeping the compensation for Supervisory Board on the same moderate level - would, according to the Company’s view, lead to severe difficulties in finding qualified members for the Supervisory Board in the future. Otherwise, the Company doubts, whether the introduction of deductibles within the D&O insurance would further increase the already high quality of the work and great care of the members of the Supervisory Board.

Since Mr. Peter Haas is under his service agreement entitled to a D&O insurance without deductibles, deductibles will only be introduced in case of a renewal of his contract after the end of the current term of offices as member of the Management Board.

3 Deviation from clause 4.1.5, clause 5.1.2, paragraph 1, sentence 2 and clause 5.4.1, paragraph 2, sentence 2

When filling executive positions at Amadeus FiRe AG and its subsidiary companies, the Management Board exclusively pays attention to the professional and personal qualification of the respective male or female applicant. The same standard is applied by the Supervisory Board when filling Management Board positions and when proposing candidates to be elected for the Supervisory Board.

Amadeus FiRe AG is a growing enterprise and at all times requires qualified executives. When selecting from male and female candidates, the professional and the personal qualification of the respective male or female candidate is the top priority for the Management Board and the Supervisory Board.

4 Deviation from clause 4.2.3, paragraph 2

The service agreements of the members of the Management Board do not include any long term benefit elements, which would take into account positive as well as negative performances of the Company.

The service agreements of the members of the Management Board include different variable benefits (bonus payments), which are calculated partly on the basis of the actual EBITA of the respective fiscal year, partly on the basis of the actual EBITA of the respective fiscal year compared to the budget approved by the Supervisory Board and partly on the basis of the increase of EBITA compared to the EBITA of year before. Negative business developments affect the amount of the bonus payments up to a total loss of the entitlement to any bonus payment for the respective fiscal year. The business performance of Amadeus FiRe AG is closely related to the over all economic development. It is not part of the Company’s business concept to take significant risks. The Company can not evade the negative influence of economic developments, except by cost cutting, in particular by adjustment of their workforce capacity. Such adjustments are however restricted by employment law and moral aspects. By tying up the variable benefits of the members of the Management Board to the performance of the EBITA, it is assured, that the variable benefits of the Management Board participate fully on negative performances as well. The Supervisory Board takes the opinion, that the risk of total loss of variable benefits in case of negative performance of the Company ensures, that the Management Board starts the necessary capacity adjustments timely and in a legally and morally acceptable way and avoids risks associated with the business of Amadeus FiRe AG to the extent such risks can be influenced.

5 Deviation from clause 4.2.3, paragraph 4

Mr. Haas’ service agreement as a Management Board member does not include a severance payment cap in the event of an early resignation from the Management Board without good cause or in the event of an early resignation upon a change in control.

When Mr. Haas’ service agreement was renewed, the Supervisory Board did not include a severance payment cap as recommended by the Corporate Governance Code as the Supervisory Board considers this requirement to be problematic. Pursuant to his service agreement, Mr. Haas’ may resign from office and terminate his service agreement in the event of a change of control. In this case, he will receive the agreed-upon remuneration for the whole term of the agreement, i.e. until the end of the current term of office. The Supervisory Board considers this provision to be appropriate as it is consistent with the interpretation of agreement with fixed terms under German civil law according to which such contracts with fixed term cannot be terminated, except for good cause, and which entitles the employee to the payment of the agreed remuneration. At the same time, this provision strengthens the Management Board’s independence and neutrality in the event of a takeover. In addition, it is uncertain form a legal point of view, how the Company would be able to unilaterally enforce such a severance payment cap in a lawsuit.

6 Deviation from clause 5.3.3

The Supervisory Board has not formed a permanent nomination committee for the election of Supervisory Board members.

The Supervisory Board intends to form a nomination committee as required for the preparation of those shareholder meetings in which the election of Supervisory Board members shall be resolved.

7  Deviation from clause 5.4.6, paragraph 2

There is no variable compensation provided for the members of the Supervisory Board.

The Management Board and the Supervisory Board consider variable remuneration to be inappropriate for the Supervisory Board. Remuneration of the Supervisory Board based on the success of the Company would be inconsistent with its control function. The Management Board and the Supervisory Board also believe that such variable remuneration could only reasonable be linked to the results of operations of the Group, on which the Supervisory Board has only limited influence. The Company considers linking variable remuneration of the Supervisory Board to the amount of the dividends distributed to be problematic, since this amount is recommended to the shareholder meeting by the Management Board and the Supervisory Board and the variable remuneration would therefore be at least partly be determined by the beneficiaries. Therefore, the Company has decided to remunerate the Supervisory Board members on the basis of the time involved, which is particularly reflected in the payment of per-meeting remuneration from the sixth meeting in the fiscal year.

Frankfurt/Main, 31 October 2011