Travel Viva AG is aspiring for a listing in the Entry Standard of the Open Market of the Frankfurt Stock Exchange. As a result, it is not obligated to submit a declaration of conformity to the German Corporate Governance Code. However, in keeping with the corporate philosophy, Travel Viva AG would like to voluntarily submit a declaration of conformity in the sense of the German Corporate Governance Code in the version dated 18th June 2009.

The Management board and the Supervisory Board of Travel Viva AG hereby declare the following in accordance with § 161 Aktiengesetz (Company Law):
On 26th February 2002, an independent commission, appointed by the Federal Government, submitted the German Corporate Governance Code for the first time. This stands for responsible management and inspection of companies, focussed on adding value. This specifically includes the efficient cooperation of Management board and Supervisory Board, transparency of company activities and regard for shareholders’ interests. Management boards and Supervisory Boards of listed companies are obligated to declare on a yearly basis whether the Code is being conformed to and which recommendations from the Code are not being applied.

Travel Viva AG welcomes the principles set out by the “German Corporate Governance Code” government commission. Efficient cooperation between Management board and Supervisory Board, clear regulations, regard for shareholders' interests and openness and transparency in the company communication are fundamental aspects of good Corporate Governance. Travel Viva AG understands Corporate Governance as a process which is continually developed and improved.

As a non-listed company, Travel Viva AG has not yet been obligated to submit a declaration of conformity regarding the Code. Even with the acceptance of listing in the Entry Standard/Open Market of the Frankfurt Stock Exchange, the company is still not legally obligated to submit a declaration of conformity regarding the Code. However, the declaration of conformity relating to the Corporate Governance Code in accordance with § 161 AktG (Company Law) will be make available to the shareholders on a voluntary basis in the future.
Travel Viva AG hereby declares in accordance with § 161 AktG (Company Law) that it largely conforms to the German Corporate Governance Code in the version dated 18th June 2009 regarding corporate management and monitoring. Legal guidelines, which only relate to companies, whose shares are authorised to trade on an organised market, such as transparency requirements in accordance with WpHG (Securities Trade Act) will not be voluntary complied with by the company. In addition, due to company-specific issues, Travel Viva AG will make the following exceptions (Code numbers stated in brackets):

D&O Insurance (3.8)

The existing D&O insurance for members of managerial and controlling bodies was concluded without excess. The company is of the opinion that an excess does not encourage the responsible exercise of functions by members of the Management Board and Supervisory Board. Its view is that the D&O insurance should primarily cover the company and, if need be, protect the assets of the individual organ members secondly.

Declarations of Conformity regarding the Code (3.10)

The Management Board and Supervisory Board shall report in the business report on an annual basis about the Corporate Governance of the company. However, outdated declarations of conformity regarding the Code shall not be available on the website for five years.

Composition and Compensation of Management Board Members (4.2.)

Contracts exist with the Management Boards, which do not always stipulate a fixed and profit-related compensation or always provide a separate regulation upon termination for the Management Board activity. In the same way, there is no compensation cap. The company shall not report the compensation of the individual Management Board members individually.
 

Comprehensive Non-Competition Obligation. (4.3.1)

There is no comprehensive non-competition obligation for the Management Board.

Age Limit of Management Board (5.1.2)

No age limit has been determined for the Management Board members. The professional qualification of the Management Board shall play a superordinate role.

Formation of Committees (5.3)

As the Supervisory Board consists of three people, the formation of committees of any kind is neither necessary nor reasonable.

Age Limit of Supervisory Board (5.4.1)

There is no age limit for Supervisory Board members. The professional qualification of the Supervisory Board shall play a superordinate role.

Compensation of Supervisory Board Members (5.4.6)

There shall be no individualisation of compensation as there is no information benefit connected to this. In the same way, adequate compensation for Supervisory Board Members will be provided in accordance with the articles of association.

Publication of Changes to the Voting Rights of the Company (6.2)

As part of the regulations, the Management Board shall immediate publish any changes to the voting rights of the company, if these are known to the company.

Dealings in Shares of the Company (6.6)

Immediate announcements and publications of dealings in shares of the company shall be carried out in line with legal obligations.

Financial Calendar (6.7)

No financial calendar shall be published.

Publications in English (6.8)

Publications shall not always occur in English.

Accounting (7.1.1 / 7.1.2)

The company shall not compile quarterly financial reports or half-yearly financial reports. As long as no legal obligation exists, the consolidated accounts shall not be published. The annual financial statements shall be drawn up in accordance with the national guidelines (HGB). The publication deadlines shall be taken from the appropriate regulations of Entry Standard.

List of Third-Party Companies (7.1.4)

The company shall not publish a list of third-party companies, in which it holds a share.