Declaration of conformity

Declaration of Conformity pursuant to Article 161 of the Stock Corporation Act (Aktiengesetz)

The Management and Supervisory Board of ADC African Development Corporation GmbH & Co. KGaA submitted the following Declaration of Conformity with the German Corporate Governance Code pursuant to Article 161 of the German Stock Corporation Act (Aktiengesetz) in March 2011:

The German Corporate Governance Code formulates principles of value-based company management and supervision. The code sets out recommendations and suggestions concerning the management and supervision of publicly listed German companies with respect to their shareholders and general meetings, management and supervisory board, transparency, and the reporting and audit of annual financial statements. The General Partner and Supervisory Board of ADC African Development Corporation GmbH & Co. KGaA are required by law to submit an annual declaration of conformity disclosing those recommendations which have not been and are not complied with.

The German Corporate Governance Code is based on circumstances at a stock corporation. Due to the legal form of ADC African Development Corporation GmbH & Co. KGaA, as a partnership limited by shares (Kommanditgesellschaft auf Aktien), a hybrid of a stock corporation (Aktiengesellschaft) and a limited partnership (Kommanditgesellschaft), certain recommendations and suggestions of the Code may only be complied with mutatis mutandis. Therefore, ADC African Development Corporation GmbH & Co. KGaA has reviewed the recommendations and suggestions to ascertain how the Code may be applied by analogy to a
partnership limited by shares to meet its intention.

DEVIATIONS FROM THE GERMAN CORPORATE GOVERNANCE CODE

• According to Section 2.3.3 the company shall assist the shareholders in the use of postal votes. The recommendation is not complied with as the company’s Articles of Association do not provide the casting of postal votes.

• According to Section 3.8, a directors’ and officers’ liability insurance (D&O) policy shall include a deductible for the Supervisory Board. The D&O Policy does not provide a deductible but shall be extended for such deductible for its next term.

• According to Section 4.2.1 the management board shall be comprised of several persons and chairman or spokesman. These recommendations are not complied with as the management board of the general partner consists of only one person. The general partner’s Articles of Association allow for one or more management board members.

• According to Section 4.2.2 the Supervisory Board determines the compensation system for the Management Board. This recommendation is not complied with as the compensation of the general partner is laid down in the company’s Articles of Association.

• Section 4.2.3 provides measurements for the compensation structure of the
  management board and its assessment. The recommendations are not complied with to the extent that the responsibility for the compensation is not shared with the Supervisory Board in favor of a detailed and comparable compensation of the general partner including variable and multiyear sustainable components laid down in the company’s Articles of Association. The variable compensation (performance fee) in particular accounts for losses of previous financial periods.

• According to Section 5.1.3, the Supervisory Board shall issue a Code of Procedure (Terms of Reference) for its activities. This recommendation is not complied with as such measure is not be expected to lead to any increase in efficiency.

• Section 5.2 sets out recommendations concerning the duties and powers of the Supervisory Board Chairman. The recommendations concerning committees are not complied with. The company’s Supervisory Board consists of only three members which jointly agree and resolve on all important matters.

• Section 5.3 recommends that the Supervisory Board shall form committees. This recommendation is not complied with as the Supervisory Board only comprises three members and the formation of committees will not increase efficiency.

• According to Section 5.4.1, the Supervisory Board shall specify an age limit for its members. No such age limit for Supervisory Board members is provided for as the company prefers not to forego the expertise of experienced older Supervisory Board members.

• According to Section 5.4.6, members of the Supervisory Board shall, in addition to their fixed compensation, also receive performance-related compensation. In contrary to this recommendation, the total compensation of the Supervisory Board as a total sum exempts a variable component while its distribution is resolved among the members.

• Section 5.6 recommends that the Supervisory Board shall regularly review the efficiency of its activities. Such efficiency review is not regarded expedient, as the small size of the Supervisory Board allows an effective and continuous review whereas a formal audit is not expected to lead to any efficiency enhancements.

• Section 7.1.2 is not complied with to the extent that the consolidated financial statements are published within 120 and not 90 days, and interim reports within 60 and not 45 days, following the end of the previous financial reporting period in accordance with the German Securities Trading Act (Wertpapierhandelsgesetz).