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1 Corporate Governance Declaration of Heidelberger Druckmaschinen Corporate governance declaration of Heidelberger Druckmaschinen Aktiengesellschaft in accordance with Section 289 f and Section 315 d of the German Commercial Code (as of June 2018) Our actions are guided by the principles of transparent corporate management and control (corporate governance). Corporate governance plays an important role at Heidelberger Druckmaschinen Aktiengesellschaft: It is the foundation for the trust of customers, investors, employees and the financial markets in our Company. The following declaration on corporate governance in accordance with Section 289a and Section 315(5) of the German Commercial Code includes the declaration of compliance in accordance with Section 161 of the German Stock Corporation Act, relevant details of corporate governance and the description of the working methods of the Management Board and the Supervisory Board. As Heidelberger Druckmaschinen Aktiengesellschaft is a listed corporation (German Securities Number (WKN) 731400 - ISIN DE0007314007) based in Germany, its corporate governance is determined mainly by the German Stock Corporation Act, the German Codetermination Act, the suggestions and recommendations of the German Corporate Governance Code (most recent version), the Articles of Association of Heidelberger Druckmaschinen Aktiengesellschaft, and the Rules of Procedure for the Supervisory Board and Management Board. The tasks, responsibilities and rules of procedure of the Management Board are set out in detail in the Rules of Procedure, the latest version of which can be found on the website of Heidelberger Druckmaschinen AG (www.heidelberg.com) under "Articles of Association & Rules of Procedure". 1. Declaration in accordance with Section 161 of the German Stock Corporation Act The Management Board and the Supervisory Board of Heidelberger Druckmaschinen Aktiengesellschaft issued the following declaration of compliance on November 24, 2017: “The Management Board and the Supervisory Board of Heidelberger Druckmaschinen Aktiengesellschaft hereby submit the following declaration of compliance in accordance with section 161 of the Aktiengesetz (AktG – German Stock Corporation Act): "Since the submission of the last declaration of compliance on November 16, 2016, Heidelberger Druckmaschinen AG has complied with all recommendations of the “Government Commission on the German Corporate Governance Code” as amended on February 7, 2017 promulgated by the German Federal Ministry of Justice on April 24, 2017 in the official section of the Federal Gazette and will also continue to comply with these recommendations in future with the following exceptions: Heidelberger Druckmaschinen AG deviated from the recommendations in Items 4.1.5, 5.1.2 Sentence 2 and 5.4.1 (3) of the Code as amended February 7, 2017, and will continue to deviate from Item 4.1.5 Sentence 1, which state that appropriate consideration of female participation or female participation should be intended or was or is provided for. Naturally the Management Board and the Supervisory Board have complied with the requirements of the German Act on the Equal Participation of Women and Men in Management Positions in the Private and Public Sector. The Supervisory Board and the Management Board of the company have taken further measures to enhance the career prospects of women in the company in the 2016/2017 1 financial year. It is agreed that, in the event of positions being reassigned and candidates having equal professional and personal aptitude, the appointment of women to the Supervisory Board and the hiring of women to the Management Board and the two levels of management below the Management Board should be considered in order to increase the share of women in the medium and long term. The Supervisory Board and the Management Board welcome all efforts to counter discrimination based on gender or any other form of discrimination and to appropriately promote diversity. Heidelberger Druckmaschinen AG has deviated from and will continue to deviate from the recommendations in Item 5.4.1(2) of the Code as amended February 7, 2017, which state that the Supervisory Board should consider setting a standard limit on the time that members of the Supervisory Board can belong to this executive body. In the opinion of the Supervisory Board of the Company, above all personal qualifications, long-term experience, and expertise should be the key factors for proposals of suitable candidates for election to the Supervisory Board." Following a due examination, the Management Board and the Supervisory Board provisionally intend to update the annual declaration of compliance on November 28, 2018. This declaration will be available under "Corporate Governance" at www.heidelberg.com; the same applies to earlier declarations of compliance that are also available there. 2. Corporate governance practices Compliance is a key element of successful management and good corporate governance at Heidelberger Druckmaschinen Aktiengesellschaft, as Heidelberger Druckmaschinen Aktiengesellschaft is aware of its role in society and its responsibility towards its customers, suppliers, business partners, employees and shareholders. Dependability for its partners, the quality of its products and services, proper processes and legal compliance are key principles in the business activities of Heidelberger Druckmaschinen Aktiengesellschaft. In its activities, the Company adheres to a comprehensive system of internal guidelines headed by the Company’s values. Five principles in the areas of management, organization, code of conduct, quality, and environmental protection form the framework for more detailed specifications in further guidelines, which also cover occupational safety and product safety issues. Our philosophy is to lead with goals that extend across all divisions and hierarchy levels of the Company and that are reflected in remuneration systems and practice. Goals are derived from strategy; their content is honed, agreed and reviewed regularly. At the end of a set period, they are remunerated accordingly. The purpose of the code of conduct is to give guidance to all employees around the world. This extends from clear requirements for legal compliance to recommendations on conduct in respect of business partners and employees and to the Company’s clearly formulated expectations regarding the careful handling of funds. The Management Board and executives work together to adhere to internal regulations that are regularly reviewed by the internal auditing department. In addition, an external and independent ombudsman has been in place since the middle of 2016 to receive information confidentially from employees and third parties that gives rise to a reasonable suspicion of 2 crimes or other violations of the law or (internal) regulations (in particular illegal business practices). We have published our values and code of conduct on our website www.heidelberg.com under “Corporate Governance”. 3. Working methods of the Management Board and the Supervisory Board, their composition and the working methods of their committees Heidelberger Druckmaschinen Aktiengesellschaft is a stock corporation under German law, entered in the commercial register of the Mannheim District Court under HRB 330004. In line with the requirements of the German Stock Corporation Act, the management system of the Company is divided into a managing body, the Management Board, and a monitoring body, the Supervisory Board. The operation of this two-tier management system is clearly described in the preamble to the German Corporate Governance Code. The Code can be found on our website www.heidelberg.com under “Corporate Governance”. At present, the Management Board of the Company consists of four members and the Supervisory Board consists of 12 members; in line with the provisions of the German Codetermination Act, half the members of the Supervisory Board represent shareholders and half represent employees. Information on the current composition of the Management Board and the Supervisory Board and the mandates of their members can be found on pages 148 to 150 of our annual report. In addition to the legal requirements and the recommendations of the German Corporate Governance Code, the Rules of Procedure for the Management Board detail its activities, duties and internal organization in particular. In accordance with the Rules of Procedure for the Supervisory Board, the Rules of Procedure for the Management Board also regulate cooperation between both bodies. The two bodies work together closely and in an environment of trust for the good of the Company and to protect its interests. We have published the Rules of Procedure for the Management Board, which include the current executive organizational chart, and the Rules of Procedure for the Supervisory Board on our website www.heidelberg.comunder “Corporate Governance”. Among other things, the Rules of Procedure for the Management Board state the following: The Management Board manages the Company under its own authority with the goal of creating sustainable value-added. It has an obligation to the interests of the Company and takes into account the concerns of its shareholders, the employees and other groups affiliated to the Company (stakeholders). The Management Board works together trustingly with the other bodies of the Company and its staff for the good of the Company. The Management Board conducts the Company’s business in accordance with the provisions of law, the Articles of Association and these Rules of Procedure. It
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