In the following please find freenet AG’s current statement of compliance with the Corporate Governance code.

Statement of compliance in accordance with § 161 AktG

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.

Büdelsdorf, December 2011
The Supervisory Board, The Executive Board