Corporate Governance

Status: August 2009

Pursuant to § 161 of the German Stock Corporation Act (Aktiengesetz = AktG), the Management Board and Supervisory Board of companies listed on the stock exchange in Germany are required to make an annual declaration stating that the recommendations of the Government Commission on the German Corporate Governance Code have been and are being complied with or list the recommendations not complied with and state the reasons why not. This declaration must be permanently accessible for the shareholders.

The German Corporate Governance Code (the "Code") contains regulations with different binding force. In addition to current stock corporation law regulations, it also contains recommendations from which companies may deviate; they are obliged however, to make full annual disclosure of these deviations. The Code also contains guidelines which may be deviated from without disclosure.

For the period up to 28.05.2009, the following declaration refers to the version of the Code from 06.06.2008. For subsequent and future Corporate Governance Code practice of TELES AG, the following declaration refers to the changed requirements regarding the reasons for non-compliance with the Code, as adjusted by the German Accounting Law Reform Act (Bilanzrechtsmodernisierungsgesetz = BilMoG) on the basis of the Code from 06.06.2008.

The Management Board and the Supervisory Board of TELES AG hereby declare that the recommendations of the "Government Commission of the German Corporate Governance Code" published by the Federal Ministry of Justice in the official section of the electronic Federal Journal have been and are being complied with since the last Compliance Statement of December 2008 with the following exceptions.

1. Item 3.8 (Management Board - D&O Insurance)

The German Corporate Governance Code recommends that an adequate excess shall be determined, in case the Company procures a D&O insurance for the Management Board and Supervisory Board. Currently, the excess amounts to €5.000. Management Board and Supervisory Board are already acting responsible and in the interest of the Company due to their functions. Up to now the determination of a higher excess has not been considered as being suitable to enhance motivation and sense of responsibility of the board members.

Due to the changes of the German Stock Corporation Act which have been implemented by the German Law for the Adequacy of Management Compensation (VorstAG), the existing excess of the D&O Insurance will be increased to the required degree within the legal transition period.

2. Item 4.2.5 (Management Board - Remuneration Report and Stock Option Value Information)

As a supplement to Item 4.2.4, the German Corporate Governance Code recommends disclosure of management board remuneration in a compensation report which also describes the management board remuneration system in a generally understandable way as part of the Corporate Governance Report.

The description of the specific configuration of a stock option plan or comparable designs of components with long-term incentive effect and risk character should include their respective values. Pension promise allocations to pension reserves or pension funds should be annually specified.

Taking into consideration the unpredictability of the occurrence of the exercise conditions of the stock option program, as well as the lack of knowledge if an when such option were exercised, information related to the value of stock options is abstract in nature and is therefore not accounted for in this respect.

As regards the Remuneration Report, in recent years the Management Board referred to the respective current annual report. Within the annual report 2008, the Management Board additionally presented and explained the details of the remuneration system in the Corporate Governance Report.

3. Item 5.1.2 and 5.4.1 (Age Limit for Members of the Management Board and Supervisory Board)

The German Corporate Governance Code recommends that the Supervisory Board specifies an age limit for members of the Management Board as well as of the Supervisory Board. The specification of an age limit does not apply to TELES, neither for the Management Board nor for the Supervisory Board, as in principal the expertise of experienced Management and Supervisory Board members shall be at the disposition of the Company. An only age-related disqualification is not considered appropriate by the Management and Supervisory Board.

3. Item 5.3 (Formation of Committees)

The German Corporate Governance Code recommends that the Supervisory Board forms professionally qualified committees subject to the specific conditions of the company and the number of members. At present, the Supervisory Board of TELES AG consists of three members. As these members deal in their totality with the committee-related topics referred to in the Code - in addition to their other duties -the formation of committees is not appropriate and therefore not indicated.

4. Item 7.1.2 (Publication of Consolidated Financial Statements)

The German Corporate Governance Code recommends that the Consolidated Financial Statements shall be publicly accessible within 90 days of the end of the financial year and Interim Reports shall be publicly accessible within 45 day of the end of the reporting period. In principle, TELES AG publishes the Consolidated Financial Statements and the Interim Reports - as far as possible - within these respites. In case of need, as in 2009, TELES reserves the right to take advantage of the legal respites.

Due to the continuing financial crisis at the beginning of this year 2009, more intensive sensitivity and plausibility checks were conducted during the annual audit. Therefore, the Consolidated Financial Statements for the financial year 2008 and the first Quarterly Report 2009 were published with delay.

Furthermore, the Corporate Governance Code recommends that half-year and quarterly financial reports shall be discussed by the Supervisory Board or its audit committee together with the Management Board before they are published. TELES AG is having its half-year and quarterly reports reviewed regarding plausibility by its auditor before they are published. An additional discussion with the Supervisory Board is not necessary in consideration of the company size and the close collaboration which is taking place between Management Board and Supervisory Board in any case.

Furthermore, the Corporate Governance Code recommends that the annual Corporate Governance Report should contain inter alia details of ownership, acquisition and disposal of company stocks by the Management Board and Supervisory Board (Item 6.6), as well as concrete information pertaining to company stock option programs (Item 7.1.3). TELES AG publishes all of these information in its annual company report and refers to detailed internet-published company documents including, for example, the information pursuant to § 15a of the WpHG.

Berlin, August 2009

TELES AG Informationstechnologien

Prof. Dr. Sigram Schindler
CEO

Prof. Dr. Walter Rust
Supervisory Board Chairman