Since issuing its last statement of compliance in December 2010, freenet AG has, with the exceptions listed below, complied with the recommendations contained in the current version of the German Corporate Governance Code (as issued on 18 June 2009/ as amended on 26 May 2010) and intends also to comply in future with the recommendations of the 26 May 2010 version of the German Corporate Governance Code, except in cases where there is a declaration to the contrary from the company below.

1. The company has taken out D&O insurance for its Board members. With regard to the members of the Supervisory Board, an agreement of an excess is not intended, as there is no visible benefit to the company associated with this. Acting responsibly is a given duty for all Supervisory Board members. Moreover, an excess would have to be set uniformly on account of the equality principle, although the personal circumstances of the Supervisory Board members vary. An excess would therefore have a varying impact on the Supervisory Board members. Given that their duties are the same, this seems inappropriate. (clause 3.8, paragraph 3 of the Code)

2. No age limit is laid down for Executive Board and Supervisory Board members. In the Supervisory Board’s opinion it makes no sense that well-qualified people with great professional and personal experience should not be considered as candidates simply due to their age. (clause 5.1.2, sentence 6 and clause 5.4.1, sentence 2 of the Code)

3. The Supervisory Board has not established now or for the future definite targets for its composition in consideration of specific themes described in the Code as "diversity" or "appropriate degree of female representation“. The Supervisory Board deems such restrictions on other criteria for proposals about the election of Supervisory Board members inappropriate and wishes to make decisions concerning proposals about its composition individually in each specific situation. (clause 5.4.1, paragraph 2 and paragraph 3 of the Code)

4. A member of the Supervisory Board has taken on advisory functions for a significant competitor of the company. (clause 5.4.2, sentence 4 of the Code)

In connection with clause 5.4.2 sentence 4 of the Code, the Supervisory Board also states that:

Dr. Hartmut Schenk, who was elected to the freenet AG Supervisory Board by the Annual General Meeting on 30 June 2011, chaired the Supervisory Board of Drillisch AG, a key competitor, until 30 June 2011. Prior to the election, Dr. Schenk had irrevocably declared that, in the event of his election to the Supervisory Board of freenet AG, he would abdicate all of his positions on the board of Drillisch AG as well as its affiliated companies no later than the conclusion of the Annual General Meeting of freenet AG on 30 June 2011 and would not accept a position on the board of Drillisch AG or any of its affiliated companies for the duration of his term on the Supervisory Board of freenet AG.

freenet AG has a Group-wide compliance function that is continuously being expanded and developed. The freenet Group’s Chief Compliance Officer reports directly to the Executive Board. He supports the Executive Board in arranging and developing the necessary structures for a compliance management function that is fit for purpose. The Chief Compliance Officer also reports regularly to the audit committee of the Supervisory Board. The Supervisory Board is informed by Compliance in the event of risks that endanger the existence of the freenet Group.

The freenet Group is fully committed to compliance with the law. For the freenet Group compliance means that legal requirements are met, selfimposed regulations and internal company policies are observed, and violations are avoided. The company does everything in its power to prevent corruption and violation of competition rules, to resolve wrongdoing and to respond to it decisively.

The compliance organisation is available to all contacts for advice on specific questions. In addition, the compliance organisation has run various training sessions in which it explained relevant statutory provisions and the internal company guidelines it developed, giving all contacts the necessary security on key issues for the freenet Group, and establishing the appropriate transparency.

freenet AG’s Executive Board and Supervisory Board cooperate closely and in a spirit of mutual trust to control and monitor the company’s business.

As the management body of the Group’s parent company, the Executive Board is bound by the company’s best interests and currently has three members. The work of the Executive Board is regulated by its rules of procedure. The members of the Executive Board together have responsibility for the overall management of the company. They work together as a team and keep each other informed on a continuous basis at regular Board meetings about events and developments in their business areas. Furthermore, the members of the Executive Board participate in regular specialist meetings. The Supervisory Board establishes, within the framework of a company schedule of responsibilities, the areas of responsibilities of the individual members of the Executive Board.

The Supervisory Board is convened at least twice per calendar half-year. It normally passes resolutions in session, in exceptional cases also by way of conventional means of communication. The Supervisory Board regularly advises the Executive Board in its decision-making regarding the management of the company and oversees it in its management of the company. The Executive Board involves the Supervisory Board in all fundamental decisions on the management of the company and reports regularly about the business development, corporate planning, strategic development and the company’s situation. The Supervisory Board examines any deviations of business development from what has been planned and targeted, on a case-by-case basis, and discusses them with the Executive Board. Moreover, the Supervisory Board examines business transactions that are significant for the company in detail on the basis of Executive Board reports, discusses them and, if required, passes resolutions. The Supervisory Board members are also kept informed about the current business development outside of meetings by the Executive Board.

The Executive Board has not established any committees.

The Supervisory Board has established a total of one executive committee and five committees. These committees prepare topics to be addressed in plenary session and resolutions to be passed by the Supervisory Board. The committees meet in session to do this. In exceptional cases, the meetings can also be carried out by telephone. The committees advise on the agenda items and pass resolutions where necessary. The chairperson of the committee reports to the Supervisory Board plenary meeting on the content of committee meetings.

Executive committee

The executive committee advises on key issues and prepares resolutions of the Supervisory Board. The executive committee can pass resolutions in place of the Supervisory Board where approval is required for measures and transactions to be carried out by the Executive Board in accordance with the Executive Board’s rules of procedure, provided that the matter can bear no delay and a resolution of the Supervisory Board cannot be taken in good time.

Members: Maarten Henderson (Chair), Dr. Hartmut Schenk, Nicole Engenhardt-Gillé, Matthias Schneider

Members who left in 2011: Thorsten Kraemer (Chair) (up to 30 June 2011), Franziska Oelte (up to 30 April 2011)

Personnel committee

The personnel committee prepares the Supervisory Board’s personnel resolutions. It submits proposals for resolution to the Supervisory Board concerning the compensation of the Executive Board, the compensation system and its regular review. The committee passes resolutions in place of the Supervisory Board about personnel matters regarding members of the Executive Board, subject to the mandatory responsibilities of the Supervisory Board.

Members: Maarten Henderson (Chair), Dr. Hartmut Schenk, Claudia Anderleit, Joachim Halefeld

Members who left in 2011: Thorsten Kraemer (Chair) (up to 30 June 2011), Prof. Dr. Helmut Thoma (up to 30 June 2011)

Audit committee

The audit committee is concerned with the monitoring of the accounting process, the effectiveness of the internal control system, risk management system, and internal audit function as well as the annual audit, in particular the auditors’ independence and the auditors’ additional services. The committee also deals with questions of compliance.

Members: Maarten Henderson (Chair) (up to 30 June 2011 and from 24 February 2012), Niclas Rauscher (Chair from 30 June 2011 up to 23 February 2012), Dr. Christof Aha, Matthias Schneider, Steffen Vodel

Mediation committee

The mediation committee is established in accordance with section 27 (3) MitbestG with the purpose of achieving the task described in section 31 (3) clause 1 MitbestG.

Members: Maarten Henderson (Chair), Dr. Arnold Bahlmann, Claudia Anderleit, Nicole Engenhardt-Gillé

Members who left in 2011: Thorsten Kraemer (Chair) (up to 30 June 2011), Franziska Oelte (up to 30 April 2011)

Nominations committee

The nominations committee is charged with the task of proposing suitable candidates for upcoming elections to the Supervisory Board for recommendation to the Annual General Meeting.

Members: Maarten Henderson (Chair), Dr. Arnold Bahlmann, Achim Weiss

Member who left in 2011: Thorsten Kraemer (Chair) (up to 30 June 2011)

IT/networks committee

The IT and networks committee was set up to monitor and support IT integration projects that are of particular importance for the Group. With the successful completion of the IT integration projects, the committee has fulfi lled its task and was disbanded in December 2011.

Members: Achim Weiss (Chair), Dr. Christof Aha, Nicole Engenhardt-Gillé, Matthias Schneider

Members who left in 2011: Thorsten Kraemer (Chair) (up to 30 June 2011), Franziska Oelte (up to 30 April 2011)