Declaration on conformity

K+S Aktiengesellschaft, Kassel

Security identification number: KSAG88; ISIN: DE000KSAG88

Declaration on conformity according to § 161 Stock Corporation Act

Declaration on conformity December 2016

"We declare that the recommendations of the Government Commis-sion German Corporate Governance Code amended on May 05, 2015 and published by the German Ministry of Justice in the official section of the German Federal Gazette were complied with in 2016 and will be complied with in 2017 with the exception of the recommendations of Clause 5.1.2 Paragraph 2 Sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (Determination of an age limit as well as a regular limit of length of membership for the members of the Supervisory Board). We do not believe that it is necessary or practical to establish strict age limits for the members of the Board of Executive Directors and the Supervisory Board as well as a regular limit of length of membership since the ability to carry out the work of the respective corporate responsibility area does not necessarily end by a certain age or a certain length of membership, but depends solely on the respective individual skills. Also in light of the demographic development, particularly age limits are in conflict with the general interest of the company which is to fill the positions in its corporate boards the best possible way.

Kassel, in December 2016“

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors

Declaration on conformity December 2015

„We declare that the recommendations of the Government Commission German Corporate Governance Code amended on 24 June 2014 and published by the German Ministry of Justice in the official section of the German Federal Gazette, were complied with in 2015 with the exception of the recommendations of Clause 5.1.2 Paragraph 2 Sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (Determination of an age limit for the members of the Supervisory Board) and that the recommendations of the Government Commission German Corporate Governance Code amended on 05 May 2015 will be complied with in 2016 with the exception of the recommendations of Clause 5.1.2 Paragraph 2 Sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (Determination of an age limit as well as a regular limit of length of membership for the members of the Supervisory Board). We do not believe that it is necessary or practical to establish strict age limits for the members of the Board of Executive Directors and the Supervisory Board as well as a regular limit of length of membership since the ability to carry out the work of the respective corporate responsibility area does not necessarily end by a certain age or a certain length of membership, but depends solely on the respective individual skills. Also in light of the demographic development, particularly age limits are in conflict with the general interest of the company which is to fill the positions in its corporate boards the best possible way.

Kassel, in December 2015“

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors

Declaration on conformity December 2014

“We declare that the recommendations of the Government Commission German Corporate Governance Code amended on May 13, 2013 and published by the German Ministry of Justice in the official section of the German Federal Gazette, were complied with in 2014 with the exception of the recommendations of Clause 5.1.2 Paragraph 2 Sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (to the extent that an age limit is to be determined for Supervisory Board members) and that the recommendations of the Government Commission German Corporate Governance Code amended on June 24, 2014 and published by the German Ministry of Justice in the official section of the German Federal Gazette, will be complied with in 2015 with the same exceptions. We do not believe that it is necessary or practical to establish strict age limits for the members of the Board of Executive Directors and the Supervisory Board since the ability to carry out the work of the respective corporate responsibility area does not necessarily end by a certain age, but depends solely on the respective individual skills. Particularly also in light of the demographic development, age limits are in conflict with the general interest of the company which is to fill the positions in its corporate boards the best possible way.

Kassel, December 2014“

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity December 2013

"We declare that the recommendations of the Government Commission German Corporate Governance Code amended on June 15, 2012 and published by the German Ministry of Justice in the official section of the German Federal Gazette, were complied with in 2013 with the exception of the recommendations of Clause 5.1.2 Paragraph 2 Sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 Paragraph 2 Sentence 1 (to the extent that an age limit is to be determined for the Supervisory Board members) and that the recommendations of the Government Commission German Corporate Governance Code amended on May 13, 2013 and published in the German Federal Gazette, will be complied with in 2014 with the same exceptions. We do not believe that it is necessary or practical to establish strict age limits for the members of the Board of Executive Directors and the Supervisory Board since the ability to carry out the work of the respective corporate responsibility area does not necessarily end by a certain age, but depends solely on the respective individual skills. In light of the demographic development, age limits are particularly in conflict with the general interest of the company which is to fill the positions in its corporate boards/management the best possible way.

Kassel, in December 2013"

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity December 2012

"We declare that the recommendations of the Government Commission German Corporate Governance Code (as amended on 26 May 2010), published by the German Ministry of Justice in the official part of the  German Federal Gazette, were complied with in 2012 except for the recommendation in item 5.4.6 paragraph 2. The company believes that an exclusively fixed remuneration of the Supervisory Board members is better suited than a remuneration form that also contains a variable portion to take the general advisory and control duties of the Supervisory Board, which exist irrespective of the success of the business, into account.*

We furthermore declare that the recommendations of the Government Commission German Corporate Governance Code (as amended on 15 May 2012), published by the German Ministry of Justice in the official partof the German Federal Gazette on 15 June 2012, will be complied with in 2013 except for the recommendations in item 5.1.2 paragraph 2 sentence 3 (Determination of an age limit for the members of the Board of Executive Directors) and 5.4.1 paragraph 2 sentence 1 (to the extent that an age limit is to be determined for Supervisory Board members). We do not believe that it is necessary or practicable to determine strict age limits for the members of the Board of Executive Directors and Supervisory Board, since the ability to carry out the work of the respective corporate body does not necessary end when a certain age is reached, but depends solely on the respective individual. Also considering particularly the demographic developments, age limits therefore conflict with the general interest of the company to staff its corporate bodies in the best possible way.

Kassel, in December 2012"

* the previous recommendation in item 5.4.6 paragraph 2 of the German Corporate Governance Code, according to which the remuneration of the Supervisory Board members should contain a variable portion is no longer included in the version amended on 15 May 2012.

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity June 2012

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette (as amended on 26 May 2010) are complied with in 2012 except for the recommendation in item 5.4.6 paragraph 2. The Company considers that an exclusively fixed remuneration of the members of the Supervisory Board better takes account of the consulting and supervising functions of the Supervisory Board, which generally exist independently of the success of the Company, than a form of remuneration, which also includes a variable component.

Kassel, June 2012"

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity December 2011

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette (as amended on 26 May 2010) were complied with in 2011 and will be complied with in 2012.

Except that merely item 5.4.6 of the Code is not complied with to the full extend to date: for the Supervisory Board's audit committee, the chairmanship and membership are taken into account for remuneration purposes; for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

Kassel, December 2011"

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity December 2010

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette were complied with in 2010 and will be complied with in 2011, in each case subject to the following:

1. 2010 

The recommendations of the German Corporate Governance Code, as amended on 18 June 2009, were complied with in 2010, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

2. 2011 

The recommendations of the German Corporate Governance Code, as amended on 26 May 2010, will be complied with in 2011, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

Kassel, December 2010" 

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity December 2009

"We declare that the recommendations of the Government Commission on the German Corporate Governance Code published by the German Ministry of Justice in the official section of the electronic Federal Gazette were complied with in 2009 and will be complied with in 2010, in each case subject to the following:

1. 2009 

The recommendations of the German Corporate Governance Code, as amended on 6 June 2008, were complied with in 2009, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

2. 2010 

The recommendations of the German Corporate Governance Code, as amended on 18 June 2009, will be complied with in 2010, except that merely for the supervisory board's audit committee, the chairmanship and membership are taken into account for remuneration purposes (Clause 5.4.6 of the Code); for the remaining committees, no additional remuneration beyond the payment of a separate meeting remuneration is deemed necessary.

Kassel, December 2009" 

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity December 2008

"We declare that the recommendations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2007 and will be complied with in 2008:

1. 2008 

The recommendations contained in the German Corporate Governance Code in the new version of 14 June 2007, have been complied with in 2008 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

2. 2009 

The recommendations contained in the German Corporate Governance Code in the new version of 6 June 2008, will be complied with in 2009 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.6); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

Kassel, December 2008" 

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors  

Declaration on conformity December 2007

"We declare that the recommendations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2007 and will be complied with in 2008:

1. 2007 

The recommendations contained in the German Corporate Governance Code in the new version of 12 June 2006, have been complied with in 2007 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

2. 2008 

The recommendations contained in the German Corporate Governance Code in the new version of 14 June 2007, will be complied with in 2008 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.

Kassel, December 2007" 

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors

Declaration on conformity December 2006

"We declare pursuant to Section 161 of the German Stock Corporation Act (AktG) that the recommendations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2006 and will be complied with in 2007:

2006

The recommendations made by the Government Commission on the German Corporate Governance Code in the version of 2 June 2005 have been complied in 2006 with the following exceptions:

  1. According to Code item 5.4.7, remuneration should take account of chairmanship and membership of Supervisory Board committees. In addition to payment of an attendance allowance, this has been taken into account for the audit committee. No remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.
  2. The remuneration paid to members of the Board of Executive Directors and the Supervisory Board is not - contrary to the recommendations in items 4.2.4 and 5.4.7 - disclosed on an individualized basis. The total remuneration received by the Board of Executive Directors and the Supervisory Board has been broken down into fixed and variable components, with additional details provided of option rights for the Board of Executive Directors.

2007

The recommendations contained in the German Corporate Governance Code in the new version of 12 June 2006, will be complied with in 2007 with one exception. Remuneration only takes account of chairmanship and membership for the audit committee (Code item 5.4.7); no remuneration in addition to the separate attendance allowance is envisaged for the remaining committees.“

December 2006

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors

Declaration on conformity March 2006

"We declare pursuant to Section 161 of the German Stock Corporation Act (AktG) that the recommen-dations which were made by the Government Commission on the German Corporate Governance Code and published by the Federal Minister of Justice in the official section of the electronic Federal Gazette (Bundesanzeiger) were complied with in 2005 and will be complied with in 2006:

  1. At its meeting on 16 March 2005, the Supervisory Board appointed an Audit Committee for the first time and thus took account of the recommendation contained in Code item 5.3.2. The other recommendations contained in the German Corporate Governance Code in the version of 21 May 2003 were complied with in 2005 with the following exceptions:
    1. According to Code item 5.4.5, remuneration should take account of chairmanship and membership of Supervisory Board committees. In addition to payment of an attendance allowance, this has been taken into account for the audit committee. No remuneration in addition to the separate attendance allowance is envisaged for membership and chairmanship in the remaining committees.
    2. The remuneration paid to members of the Board of Executive Directors and the Supervisory Board is not - contrary to the recommendations in items 4.2.4 and 5.4.5 - disclosed on an individualized basis. The total remuneration received by the Board of Executive Directors and the Supervisory Board has been broken down into fixed and variable components, with additional details provided of option rights for the Board of Executive Directors. Given the structure and appropriateness of the total amount of remuneration, its individualization would not yield any additional information.
  2. In future, the recommendations contained in the German Corporate Governance Code in the new version of 2 June 2005, will be complied with except for the following:
    1. Chairmanship and membership of Supervisory Board committees will be taken into account in remuneration as has been the case hitherto (see above 1a; Code item 5.4.7).
    2. Details of the remuneration received by members of the Board of Executive Directors and the Supervisory Board will be published in 2006 as has been the case hitherto (see above 1b; Code items 4.2.4 and 5.4.7)."

March 2006

K+S Aktiengesellschaft

The Supervisory Board           The Board of Executive Directors

Declaration on conformity June 2005

The recommendations made by the Government Commission on the German Corporate Governance Code have been complied with one exception. Those figures contained in the notes to the consolidated financial statements that relate to the remuneration received by members of the Board of Executive Directors and the Supervisory Board are not individualized (Code items 4.2.4 and 5.4.5, paragraph 3).

The total remuneration received by the Board of Executive Directors and the Supervisory Board is in each case already broken down into fixed and variable components, with details provided of option rights for the Board of Executive Directors. Given the structure and reasonable character of the total amount of remuneration, its individualization would not yield any additional information.

June 2005

K+S Aktiengesellschaft

The Supervisory Board                 The Board of Executive Directors

Declaration on conformity March 2005

The recommendations made by the Government Commission on the German Corporate Governance Code have been complied with in 2004 and will be complied with in 2005 with the following exceptions:

  • Those figures contained in the notes to the consolidated financial statements that relate to the remuneration received by members of the Board of Executive Directors and the Supervisory Board are not individualized (Code items 4.2.4 and 5.4.5, paragraph 3).
  • Chairmanship and membership of Supervisory Board committees have not attracted separate remuneration so far. (Code item 5.4.5, paragraph 1, sentence 3).

The consolidated financial statements and interim reports will be prepared under observance of internationally recognised accounting principles (IFRSs) for the first time in relation to financial year 2005 (Code item 7.1.1, sentence 2). In the light of the legal uncertainty that still surrounds the treatment of certain company peculiarities, an earlier date was not advisable.

In March 2005, the Supervisory Board has appointed an audit committee. (Code item 5.3.2)

March 2005

K+S Aktiengesellschaft

The Supervisory Board          The Board of Executive Directors

Declaration on conformity March 2004

The recommendations made by the Government Commission on the German Corporate Governance Code have been complied with and will be complied with in 2004 with the following exceptions:

  • Those figures contained in the notes to the consolidated financial statements that relate to the remuneration received by members of the Board of Executive Directors and the Supervisory Board are not individualized (Code items 4.2.4 and 5.4.5, paragraph 3).
  • The Supervisory Board has not appointed an audit committee (Code item 5.3.2).
  • Chairmanship and membership of Supervisory Board committees does not attract separate remuneration (Code item 5.4.5, paragraph 1, sentence 3).
  • The consolidated financial statements and interim reports will be prepared under observance of internationally recognized accounting principles (IFRS) for the first time in relation to financial year 2005 (Code item 7.1.1, sentence 2).

March 2004

K+S Aktiengesellschaft

The Supervisory Board          The Board of Executive Directors

Declaration on conformity March 2003

"K+S Aktiengesellschaft has complied and is complying in 2003 with the recommendations of the Government Commission on the German Corporate Governance Code with the following exceptions:

  • The Supervisory Board has not set up an Audit Committee (Code item 5.3.2).
  • The Chair and membership positions in committees are not remunerated separately (Code item 5.4.5 paragraph 1 sentence 3).
  • The Consolidated Financial Statements and interim reports will be prepared under observance of internationally recognised accounting principles (IAS) for the first time for the fiscal year 2004 or 2005 (Code item 7.1.1 sentence 2)."

March 2003

K+S Aktiengesellschaft

The Supervisory Board          The Board of Executive Directors

Declaration on conformity December 2002

K+S Aktiengesellschaft is complying with the recommendations of the Government Commission on the German Corporate Governance Code with the following exceptions:

  • The Supervisory Board has not set up an Audit Committee (Code item 5.3.2).
  • The Chair and membership positions in committees are not remunerated separately (Code item 5.4.5 paragraph 1 sentence 3).
  • The Consolidated Financial Statements and interim reports will be prepared under observance of internationally recognised accounting principles (IAS) for the first time for the fiscal year 2004 or 2005 (Code item 7.1.1 sentence 2)."

December 2002

K+S Aktiengesellschaft

The Supervisory Board          The Board of Executive Directors

The reasons for the exceptions to the recommendations contained in the German Corporate Governance Code