Corporate Governance 2009

Corporate Governance – Declaration of Conformity 2009

Declaration of Conformity with the German Corporate Governance Code (Code) by the Management Board and Supervisory Board of USU Software AG pursuant to Article 161 of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board of USU Software AG declare that since the latest declaration of conformity on December 9, 2008 the recommendations of the "Government Commission for the German Corporate Governance Code" in the version dated June 6, 2008 and since they took effect in the version dated June 18, 2009 have been and will in future continue to be complied with, although the following recommendations have not been and will not be applied:

According to clause 2.3.2 of the Code, the company shall send notification of the convening of the Annual General Meeting together with the convention documents to all domestic and foreign financial services providers, shareholders and shareholders' associations by electronic means if the approval requirements are fulfilled.

By default, USU Software AG sends notification of the convening of the Annual General Meeting to domestic and foreign financial services providers, shareholders and shareholders' associations together with the convening documents upon request in printed form. In addition, the above-mentioned convening of the meeting is published together with the applicable documents on the company's website. If a domestic or foreign financial services provider, shareholder or shareholders' association also requests electronic transfer of the convening of the Annual General Meeting and the convening documents, the company will additionally send such parties the documents wherever possible as long as the approval requirements are met. This should be sufficient to satisfy the interests of the shareholders of USU Software AG.

In accordance with clause 3.8 of the Code, a deductible of at least 10% of the loss or up to at least one-and-a-half times the fixed annual compensation of the members of the Management Board shall be agreed to if the company obtains a D&O policy for the Management Board. A corresponding deductible shall be stipulated in a D&O policy for the Supervisory Board.

Before the Code came into force, USU Software AG had already procured a D&O insurance policy which did not stipulate a deductible. This existing form of contract for the procurement of D&O insurance will be adjusted to the new requirements for the Management Board during 2010. As of July 1, 2010 a deductible complying with the legal regulations and provisions of the Corporate Governance Code is envisaged for the Management Board. For the Supervisory Board, the introduction of a deductible is planned for the future.

Clause 4.2.1 of the Code stipulates that the Board of Management shall comprise several persons.

The Management Board of USU Software AG has and continues to comprise one person who simultaneously acts as the spokesperson for the Management Board. This structure takes into account the fact that USU Software AG focuses primarily on acquiring and holding participations in other companies. In addition, a Management or Executive Board assumes responsibility for operative management at the Group subsidiaries.

According to clause 5.1.2 of the Code, diversity should be observed in the composition of the Management Board and an age limit specified for its members.

The Management Board of USU Software AG has and continues to comprise one person who simultaneously acts as the spokesperson for the Management Board. A specified age limit for Management Board members of USU Software AG was and is not intended as the company does not wish to deprive itself indiscriminately of the potential offered by older, experienced and renowned personalities in the composition of the Management Board.

In accordance with clauses 5.3.1, 5.3.2 and 5.3.3 of the Code, the Supervisory Board shall form committees such as an Audit Committee and a Nomination Committee.

As the Supervisory Board of USU Software AG comprises three members, there has been and remains no intention to set up committees. Independently of this, the Supervisory Board of the company jointly assumes the tasks of these committees.

According to clause 5.4.1 of the Code, an age limit for Supervisory Board members shall be specified for proposed appointments to the Supervisory Board.

A specified age limit for Supervisory Board members of USU Software AG was and is not intended as the company does not wish to deprive itself indiscriminately of the potential offered by older, experienced and renowned personalities in the composition of the Supervisory Board. In addition, an age limit of this type would, from the company's perspective, inappropriately limit the shareholder's right to vote at the Annual General Meeting.

In accordance with clause 5.4.6 of the Code, members of the Supervisory Board shall receive separate compensation for assumption of the office of Chairman or Deputy Chairman of the Supervisory Board or for membership of a Supervisory Board committee.

Compensation was and is not envisaged for assumption of the office of Deputy Chairman of the Supervisory Board or for membership or chairmanship of a committee of the Supervisory Board. The company considers there to be no increased incentive based on assumption of the position of Deputy Chairman of the Supervisory Board because the Supervisory Boards of USU Software AG are also to a large degree not dependent on such incentives and work with great commitment for the good of the company. Based on the composition of the Supervisory Board with three experienced members who jointly assume the envisaged functions, the formation of Supervisory Board committees and accordingly the associated compensation has been and will also in the future continue to be forgone.

According to clause 7.1.2 of the Code, the interim reports shall be made publicly accessible within 45 days after the end of the reporting period.

In the past, USU Software AG has published interim reports in accordance with the relevant stock exchange rules and regulations immediately after they have been completed and at the very latest within two months following the end of the reporting period. This policy will continue to apply. In observing statutorily stipulated deadlines, the interests of company shareholders in being informed are, in the opinion of USU Software AG, accommodated to an adequate extent, especially since the statutory disclosure requirements are fully observed and complied with.

Signed

Management Board and Supervisory Board of USU Software AG

Udo Strehl
Supervisory Board Chairman

Bernhard Oberschmidt
Management Board Spokesperson

Möglingen, December 9, 2009