Corporate Governance

Declaration of Compliance with the German Corporate Governance Code

Pursuant to section 161 of German Stock Corporation Law, the Supervisory and Management Boards of Koenig & Bauer AG herewith declare their compliance with the principles of the German Corporate Governance Code, as amended on 18 June 2009, with the following deviations:

At present the policy excess borne by members of the Supervisory Board for D&O liability insurance is lower than is recommended in provision 3.8 of the Code. A proposed adjustment in the Supervisory Board remuneration system in 2010 includes a higher excess.

A nomination committee for proposing suitable candidates to the Supervisory Board for recommendation to the General Meeting has not yet been formed, but this will be remedied in 2010 (provision 5.3.3).

The remuneration of individual members of the Supervisory Board is not disclosed (provision 5.4.6). However, the total sum has long been stated as fixed and variable components. We believe that this, together with the information on the remuneration system provided in the articles of association, is perfectly adequate.

The individual equity holdings of the members of the Supervisory and Management Boards are not disclosed (provision 6.6). The separate disclosure of the total equity held by the Supervisory Board and by the Management Board adequately addresses investors’ information requirements.

For competitive reasons the list of third party companies in which KBA has a shareholding that is not of minor importance for the enterprise does not include the operating result for the past financial year (provision 7.1.4).

Since issuing the last declaration of compliance in February 2009 and an addition in April 2009, Koenig & Bauer AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code, as amended on 6 June 2008, with the following exceptions: a nomination committee has yet to be appointed (provision 5.3.3); no individual Supervisory Board remuneration and Board equity holdings have been disclosed (provisions 5.4.6 and 6.6); unusually, the consolidated financial statement for the 2008 business year was made publicly accessible after the recommended 90-day deadline (provision 7.1.2) following a time-consuming strategic realignment necessitated by the financial and economic crisis; and the list of third party companies contains no information on operating results (provision 7.1.4).

Würzburg, 19 February 2010

Koenig & Bauer AG

For the supervisory board: Dieter Rampl Chairman	For the management board: Helge Hansen President and CEO