Declaration of Conformity with the German Corporate Governance Code

On 5 February 2009, the Executive Board and the Supervisory Board renewed the Declaration of Conformity with the German Corporate Governance Code in its current form and made it permanently available to the shareholders on the company’s Web site:

Declaration of Conformity of the Executive Board and the Supervisory Board of Bechtle AG with the recommendations of the Government Commission on the German Corporate Governance Code pursuant to section 161 of the German Stock Corporation Act (AktG)

The Executive Board and the Supervisory Board of Bechtle AG declare that since the last Declaration of Conformity of 5 February 2008, the recommendations of the Government Commission on the German Corporate Governance Code (DCGK) as amended on 14 June 2007 (published on 20 July 2007) and, from 9 August 2008 on, the recommendations of the Government Commission on the German Corporate Governance Code as amended on 6 June 2008 (published on 8 August 2008), which have been published by the Federal Ministry of Justice in the official section of the Federal Gazette, have been and will be complied with, with the following exceptions.

D&O Insurance Deductible

The D&O insurance Bechtle AG has taken out for the Executive Board and for the Supervisory Board does not provide for a deductible. The company does not believe that a deductible would contribute to an improved sense of responsibility and motivation of the Supervisory Board and of the Executive Board. Bechtle AG does not intend to alter this approach. (Section 3.8 (2) DCGK)

Severance Cap in Executive Board Contracts

The Supervisory Board has not entered any agreement with the Executive Board members for the event of premature termination of the board activity without good cause. Thus, the legal provisions apply in this case. In the opinion of the Supervisory Board, the legal provisions adequately account for the mutual interests in the event of departure of an Executive Board member and therefore form an appropriate basis. The company intends to continue to handle this issue in this way. (Section 4.2.3 (4) DCGK)

Executive Board Compensation

Bechtle AG publishes the Executive Board compensation in the corporate governance report, divided into non-performance-related and performance-related components. According to the Annual General Meeting resolution of 20 June 2006, this information is not presented in individualised form. This resolution is valid until the Annual General Meeting that decides about the granting of discharge for the fiscal year 2010. (Section 4.2.4 DCGK)

Chairmanship of the Personnel Committee

As of the constituting session of the newly elected Supervisory Board on 17 June 2008, the Chairman of the Supervisory Board assumed the chairmanship of the Personnel Committee. Since this date, Bechtle AG is in conformity with the recommendation of the code. (Section 5.2 (2) DCGK)

Establishment of a Nomination Committee

In view of the staffing of the Supervisory Board, the Supervisory Board does not see any need for formation of a Nomination Committee that is staffed exclusively with shareholder representatives and that proposes suitable candidates to the Supervisory Board for its election proposals to the Annual General Meeting. (Section 5.3.3 DCGK)

Supervisory Board Elections

As decided by the Annual General Meeting on 22 June 2005 and as specified in the company’s articles of incorporation, the company reserves the right to conduct the Supervisory Board elections on the basis of a list in order to ensure a speedy flow of the shareholders’ meeting. (Section 5.4.3 DCGK)

Performance-related compensation of Supervisory Board Members

The compensation of the Supervisory Board members does not contain any performance-related component. Bechtle AG believes that all members of the Supervisory Board exercise their duties with maximum commitment and willingness and with a view to the company’s long-term success. Therefore, the company does not consider a performance-related component to be necessary for responsible Supervisory Board work. For the time being, the company considers this approach to be appropriate. (Section 5.4.6 (2) DCGK)

Neckarsulm, 5 February 2009

Bechtle AG

On behalf of the Executive Board

Dr. Thomas Olemotz

On behalf of the Supervisory Board

Gerhard Schick