Audit of the Annual and Consolidated Financial Statements 2008

The Annual General Meeting designated Ernst & Young AG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Heilbronn, Germany, as auditors of the annual and consolidated financial statements for the fiscal year 2008. Following the placement of the order by the Supervisory Board, the auditor audited the annual financial statements of Bechtle AG, the consolidated financial statements, and the management report for Bechtle AG and for the Bechtle Group for the fiscal year 2008 including the accounts and the risk management and early detection system and awarded unqualified auditor's certificates. The consolidated financial statements of Bechtle AG have been prepared according to IFRS. The auditor has confirmed that these consolidated financial statements fulfil the conditions for exemption from the preparation of financial statements according to German law. The audit also included the monitoring system for early identification of risks, which is to be set up by the Executive Board. The auditor has confirmed that the installed system serves its purpose.

The documents related to the financial statements, the proposal of the Executive Board for the appropriation of retained earnings, and the auditor's audit reports were duly sent to the members of the Executive Board and discussed in detail in the audit committee and in the board as a whole. The auditor also participated in the balance-sheet meeting on 17 March 2009 and reported in detail about the main focus and key results of his audit. He also provided additional information and answered questions.

After its own audit of the annual financial statements, the consolidated financial statements, the management report, and the group management report, the Supervisory Board agreed with the result of the auditor's audit and approved the annual financial statements and the consolidated financial statements according to the recommendations of the audit committee at the balance-sheet meeting on 17 March 2009. Thus, the annual financial statements of Bechtle AG for the fiscal year 2008 have been adopted pursuant to Section 172 of the German Stock Corporation Act (AktG).

Following its own audit, the Supervisory Board agrees to the proposal of the Executive Board for the appropriation of retained earnings. The Supervisory Board is in agreement with the management report and the group management report of the Executive Board and considers the proposal for the appropriation of retained earnings to be appropriate.

The Supervisory Board is convinced that Bechtle AG is well prepared for the future. By separating the operational level from the strategic level, which is reflected in the new composition of the Executive Board, the company has established a structure that is capable of accommodating the increased size and future challenges. In view of the company's stability and solidity, the Supervisory Board believes that the company has good growth perspectives.

The Supervisory Board would like to express its thanks and appreciation to the Executive Board, the directors of the group companies, and all employees for their work and outstanding commitment. In the past fiscal year, their diligent efforts yielded an excellent result.

On behalf of the Supervisory Board,

Gerhard Schick
Chairman
Neckarsulm, 17 March 2009