1st Declaration of Conformity of REALTECH AG, November 2002

"REALTECH AG complies with the recommendations of the Government Commission on the German Corporate Governance Code with the following exceptions:
 

• No suitable deductible has been agreed to date for the D&O insurance agreed for the Managing Board and Supervisory Board (section 3.8 paragraph 2 of the code).
  Reason: The Managing Board and Supervisory Board are investigating the possibilities that the insurance market offers those concerned for guarding against these risks privately.
  
  
• Members of the Supervisory Board do not as yet receive profit-based remuneration. No remuneration of members of the Supervisory Board or advantages granted for personal achievements have been listed individually in the notes of the consolidated financial statements up to now (section 5.4.5 sentences 4, 6, and 7 of the code).
  Reason: due to the fact that the remuneration of the Supervisory Board has been very low and is therefore hardly relevant, no special profit-based remuneration has been granted up to now and the company has therefore refrained from disclosing the remuneration."
  

Walldorf, November 16, 2002