Petro Welt Technologies AG is committed to the recognized principles of corporate governance
Petro Welt Technologies AG is committed to the recognized principles of corporate governance

As a foreign issuer on the Frankfurt Stock Exchange with headquarters in Austria, Petro Welt Technologies AG resolved, in accordance with the Austrian Corporate Governance Code, to apply the German Corporate Governance Code. The Annual Declaration of Compliance pursuant to the German Stock Corporation Act (AktG) is an essential part of the German Corporate Governance Code.

Petro Welt Technologies AG (hereinafter the “Company”) is a company organized under Austrian law and subject to laws, rules and regulations in Austria. As such, the Company’s compliance with the recommendations of the German Corporate Governance Code (“Code”) is dependent on the Code’s compatibility with the Austrian laws, rules and regulations, which the Company is subjected to.

The Management Board and the Supervisory Board of the Company hereby declare, without being legally obliged to do so, that the recommendations of the German Corporate Governance Code Government Commission (Regierungskommission Deutscher Corporate Governance Kodex) published by the German Federal Ministry of Justice in the official section of the electronic Federal Gazette in the version of May 5, 2015 have been and are being met, save for the recommendations listed below.

Recommendations:
1. Recommedation 3.8:
1. Recommedation 3.8:

The Company does not follow the Code’s recommendation on the introduction of a deductible in a reasonable amount in its D&O-insurance policy, as the Company does not expect any positive impact on the Management Board‘s and the Supervisory Board’s performance of their duty of care and loyalty by introducing such deductible.

In addition, the Company notes that deductibles in D&O-insurance policies are not widely used outside Germany and might hinder the recruiting of key personnel by the Company.

The corresponding German laws are not applicable in Austria and thus the Company does not abide by this recommendation.

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2. Recommedation 4.2.3, 4.2.4, and 7.1.3:
2. Recommedation 4.2.3, 4.2.4, and 7.1.3:

The monetary compensation elements granted to the Company‘s Management Board members do neither comprise variable elements nor stock options or comparable instruments nor the participation in any pension schemes. Therefore, any recommendations as to stock options or comparable instruments (e.g., demanding or relevant comparison parameters, no retroactive changing of performance targets or comparison parameters, agreement on a cap for extraordinary, unforeseen developments) were not implemented. Consequently, the Company‘s Compensation Report does not contain details about the value of specific stock option plans or similar longterm incentive and high-risk components of remuneration and details about payments in pension schemes. In addition the Company’s Corporate Governance Report does not disclose any stock option programmes and similar security based incentive systems. In the event that stock option plans or programmes for the Management Board should be implemented, the strict standards of the Corporate Governance Code shall be applied.

Currently the Company does not follow the Code’s recommendation to include a compensation cap in the employment contracts of Management Board members in case they prematurely terminate their Management Board function without good reason. In future amendments to existing employment contracts or in new employment contracts of Management Board members, the Company shall aspire to follow this recommendation. In the event of Change of Control, the existing employment contracts of Management Board members include severance compensation for the agreed term of the respective employment contracts but at least for the duration of two years.

The corresponding German laws are not applicable in Austria and thus the Company does not abide by this recommendation.

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3. Recommedation 5.2, 5.3.1, and 5.3.3:
3. Recommedation 5.2, 5.3.1, and 5.3.3:

Due to the limited number of members, the Supervisory Board and the Company are in the opinion, that – beside the mandatory Audit Committee - the constitution of further committees would not be appropriate and would not increase the efficiency of the Supervisory Board‘s work. For the same reason a Nomination Committee was not founded.

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4. Recommedation 4.1.5, 5.1.2 section 1 and 5.4.1 section 2 and 3:
4. Recommedation 4.1.5, 5.1.2 section 1 and 5.4.1 section 2 and 3:

In the revised version of May 5, 2015, the German Corporate Governance Code contains recommendations in respect of diversity and age limits for board members as well as executive employees. Nomination proposals of the Supervisory Board to the relevant nomination boards, as well as nominations for the Management Board shall consider these objectives. The Company’s Corporate Governance Report shall reflect the aforementioned objectives, especially regarding a women’s quota and the state of their realization.

The Company does not follow the recommendation to draw up, consider and publish specific objectives.

There is no legal obligation to follow these recommendations, as the underlying laws apply to German based companies only.

The Company is based in Austria and follows the applicable Austrian rules, which do not provide for such obligation. The constitution of the Supervisory Board ensures effective consulting and monitoring of the Management Board corresponding to the Company’s interests. In order to ensure the dutiful performance of the tasks required by law the Supervisory Board will also in future nomination proposals primarily focus on the knowledge, skills and experience of the nominees. In addition, the Supervisory Board will take into account in appropriate manner the Company’s international operations, potential conflicts of interest, age and diversity.

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5. Recommedation 7.1.2:
5. Recommedation 7.1.2:

The Company‘s Consolidated Financial Statements are not publicly accessible within 90 days after the end of the financial year, nor are Interim Reports publicly accessible within 45 days after the end of the reporting period. This is due to the complex reporting requirements in Russia, Kazakhstan and other jurisdictions.

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