Corporate Governance Declaration in Accordance with Section 289a
German Commercial Code (HGB)

The corporate governance of Analytik Jena as an exchange-listed German corporation is governed by the German Public Companies Act as well as the guidelines of the German Corporate Governance Code in its current version.

1. Declaration of Conformity in Accordance with Section 161 AktG

On December 13, 2011, the Executive Board and Supervisory Board of Analytik Jena AG issued the following joint declaration on conformity with the recommendations of the German Corporate Governance Code (DCGK) in accordance with section 161 AktG:

"In the period between its last declaration of conformity dated December 15, 2010, and the Ordinary General Meeting on April 19, 2011, Analytik Jena AG conformed with the recommendations of the Government Commission on the German Corporate Governance Code as amended on May 26, 2010, subject to the following exceptions:

Section 3.8 of the Code:

Section 3.8 of the Code recommends arranging a D&O insurance policy for the Supervisory Board with a deductible of at least 10.0% of damages up to at least 1.5 times the fixed annual remuneration of the Supervisory Board member. Despite this recommendation, the D&O insurance contract for the Supervisory Board of Analytik Jena AG does not provide for a deductible. The Executive Board and Supervisory Board of Analytik Jena AG do not believe that such a deductible would improve the attitude toward work or the sense of responsibility of members of the Supervisory Board, who by virtue of their office already conduct themselves in a responsible manner and in the interest of the Company.

Section 4.2.3 of the Code:

According to 4.2.3 (2) sentence 4 of the Code, both the possible positive and the possible negative development of the Company must be taken into account when defining variable remuneration components. The variable, performance-related components included in the remuneration of the Executive Board at Analytik Jena AG take the negative development of the Company into account insofar as the right to receive a bonus payment only exists if a specified positive result defined as an EBIT of at least EUR 2.0 m is achieved. If the result is below the agreed level, there is no right to a variable bonus payment. The Executive Board and the Supervisory Board consider this arrangement to be sufficient given the conservative remuneration policy for the Executive Board at Analytik Jena AG.

In addition, according to section 4.2.3 (3) sentence 3 of the Code, the subsequent amending of the defined success parameters or comparison parameters shall be prohibited. Though the subsequent amending of the defined success parameters is not explicitly prohibited in the Executive Board contracts, a corresponding option is not granted either. The Executive and Supervisory Boards are in agreement that the contractually agreed success parameters shall not be amended retroactively.

Finally, section 4.2.3 (4) of the Code envisions that in the case of premature termination of the Executive Board contracts without good reason, the severance payment shall not exceed two years’ remuneration and that compensation shall not exceed the remaining term of the employment contract. Analytik Jena AG does not always make full use of the allowance made in the Code with regard to the term used for calculation of the severance payment. However, the Executive Board contracts do not include a limitation of the severance payment to the remaining term of the relevant employment contract. Taking into consideration the fact that the remuneration of the Executive Board at Analytik Jena AG is at a conservative level and that the period used to calculate severance payment is in part shorter than that stipulated by the Code, management deems a further limitation of the severance payment to the remaining term of the contract to be neither necessary nor appropriate.

Section 5.3 of the Code:

Section 5.3 of the Code recommends that the Supervisory Board establishes qualified committees to handle different aspects of the Supervisory Board’s remit. Due to the fact that the Supervisory Board consists of only three members, the formation of professionally qualified committees as recommended in the Code is not feasible for Analytik Jena AG. The members of the Supervisory Board shall jointly dedicate their energies to all topics which according to the Code should be transferred to special committees, and thereby comply with the objectives of the Code.

Section 5.4.1 (2) and (3) of the Code:

Section 5.4.1 (2) and (3) of the Code recommend that the Supervisory Board should specify goals for its composition. Within the framework of the given situation of the company, these goals shall take into account the international activities of the company, potential conflicts of interest, setting an age limit for Supervisory Board members, and diversity. In particular, these specific goals should provide for appropriate participation by women. Proposals by the Supervisory Board to the responsible election bodies should take these goals into account. Due to the small number of Supervisory Board members, Analytik Jena AG believes that technical competence should remain the overriding consideration for the composition of the Supervisory Board, irrespective of gender. Therefore, Analytik Jena AG does not regard setting an absolute number of female Supervisory Board members as expedient.

Section 5.4.1 (4) sentence 2 of the Code:

In section 5.4.1 (4) sentence 2 of the new version of the Code dated May 26, 2010, a new recommendation has been introduced that a company provide appropriate support for training and continuing education programs for Supervisory Board members to aid them in fulfilling their responsibilities.

Initially, there was no explicit provision for this in the Articles of Association. Therefore, as a precautionary measure, a deviation was declared from section 5.4.1 (4) sentence 2 of the Code. The General Meeting on April 19, 2011 passed a corresponding provision supplementing the Articles of Association of Analytik Jena AG. As a result, this deviation from section 5.4.1 (4) sentence 2 of the Code no longer applies.

Subject to the remaining above exceptions, Analytik Jena AG complied with the recommendations of the Government Commission on the German Corporate Governance Code as amended on May 26, 2010, after its General Meeting on April 19, 2011, and the Company will continue to conform to them with the said exceptions."

This declaration as well as all declarations to date are made generally accessible on the Company's website at www.analytik-jena.com.

2. Corporate Governance Practices

The conduct of the Executive Board and the Supervisory Board is governed by the principles and rules of responsible corporate governance. In the process, values like sustainability and integrity form the basis of Analytik Jena's corporate governance and at the same time are key characteristics of its corporate culture, which determines the Company's conduct toward customers, business partners, employees, and shareholders. Compliance with law and legislation is given the highest priority for corporate governance by the management and managing bodies. The provisions and recommendations of the German Corporate Governance Code form the basis for all decision-making and control processes in the Executive Board and the Supervisory Board. The provisions of the German Public Companies Act and the Articles of Association of Analytik Jena AG represent rules for the Executive Board and its supervision that are consistent with the requirements of the Code. Corporate governance practices that exceed the legal guidelines are not carried out.

3. Working Practices of the Executive Board and Supervisory Board

The management structure of Analytik Jena AG is subject to the dual management system, which features the separation of management and control bodies, in accordance with the fundamental principles of German public corporate law. The cooperation of the Executive Board and the Supervisory Board is designed to promote the well-being of the Company through steady value creation and is characterized by trust, transparency, and direct communication and reporting paths. Section 7 of the Notes to the Consolidated Financial Statements and the Company's Corporate Governance Report provide an overview of the membership and individualized remuneration of the Executive Board and the Supervisory Board.

As the management body, the Executive Board is responsible for conducting the Company's operational business according to valid legal provisions and the Company's Articles of Association with the goal of increasing the Company's value continuously and sustainably. Together with the Supervisory Board, it coordinates the development of the strategic framework and establishes short, medium, and long-term goals as well as guidelines and principles for the corporate policies derived from them. It is furthermore responsible for planning as regards capital expenditure, finance, resources, and personnel, as well as risk management and the Company's overall portfolio and business units.

According to the Articles of Association, the Executive Board of the Company must consist of at least two members, who are appointed by the Supervisory Board. Currently, the Executive Board consists of three members, who are jointly responsible for the corporate governance of the Company in accordance with the principle of comprehensive responsibility. Nevertheless, the members of the Executive Board are individually responsible for the business units assigned to them by the rules of procedure. Details about the allocation of business assignments are stipulated in the rules of procedure, which govern matters reserved for the entire Executive Board, individual areas of responsibility, the majority required for resolutions - the resolutions of the Executive Board are as a rule passed by a simple majority - as well as transactions requiring approval.

Independent of their individual areas of responsibility, all of the members of the Executive Board continually follow all information that is important to the course of business so that at any time they can work toward averting looming threats, convene the entire Executive Board to make desirable improvements or suitable changes, notify the Chairman, or take other appropriate action. Thus, the Executive Board as a whole decides on all issues of fundamental and material importance. The entire Executive Board also decides on all matters that could be of particular significance or import to the Company or its subsidiaries and associated companies.

Meetings of the Executive Board are held regularly. They are convened by the Chairman of the Executive Board, but upon request can be convened by any other member of the Executive Board. The Chairman of the Executive Board chairs the meetings of the Executive Board and coordinates the areas of responsibility. In particular, the Chairman is responsible for managing and coordinating the Group's Executive Board, representing the Company to third parties, and the administration of the Company. The Chairman represents the Executive Board to the Supervisory Board and obtains its approval in cases stipulated by law, the Articles of Association, or resolution of the Supervisory Board. The Executive Board informs the Supervisory Board regularly and in a comprehensive, timely manner about all relevant matters and circumstances involving strategic orientation, planning, business development, risk situation, compliance, and significant transactions, such as deviations from the planned course of business.

The Supervisory Board exercises a control function. It monitors and advises the Executive Board in the management of business and the Company. It is directly involved in decisions of fundamental importance to the Company. Accordingly, for example, corporate acquisitions and sales, major capital expenditure, and financial measures require its approval. Similarly, it coordinates the Company's strategic orientation with the Executive Board and receives regular updates about its implementation. It appoints and dismisses the members of the Executive Board and decides on their remuneration. Furthermore, it is responsible for approving the separate annual financial statements and the consolidated annual financial statements. It conducts its activities according to the provisions of the law, the Articles of Association, and the Company rules of procedure as well as the German Corporate Governance Code. The annual report of the Supervisory Board provides an overview of its work.

According to the Articles of Association, the Supervisory Board consists of three members. The regular term is five years and comes to an end at that Ordinary General Meeting which will decide on their discharge for the fourth financial year after the commencement of the period of office. The Supervisory Board elects from among its members a Chairperson, who convenes and chairs the Supervisory Board meetings, and represents the Supervisory Board both externally and before the Executive Board.

Resolutions of the Supervisory Board are generally adopted at meetings. Outside of meetings, resolutions can be adopted in writing, by telex (also by telefax), by telegraph, by telephone, or by way of electronic data transmission (by email). As a rule, the Supervisory Board meets four times per year. Additional meetings may be convened at the request of a Supervisory Board member or the Executive Board. In its regular meetings, the Supervisory Board deals not only with the financial results awaiting publication, but also with all issues arising in the course of business. If necessary, the Supervisory Board convenes for extraordinary meetings in order to deliberate and decide on currently pending, extraordinary, or unexpected events or transactions. Resolutions of the Supervisory Board are adopted by a majority of the votes cast. In case of a tie, the Chairman of the Supervisory Board shall cast the deciding vote. Resolutions shall be recorded in the minutes of the meeting.

Due to the fact that the Supervisory Board consists of only three members, the formation of professionally qualified committees as recommended in the German Corporate Governance Code is not feasible for Analytik Jena. The members of the Supervisory Board shall jointly dedicate their energies to all topics which according to the Code should be transferred to special committees, thereby complying with the objectives of the Code.

An insurance policy for property loss/liability (D&O insurance) has been taken out for all members of the Executive Board and the Supervisory Board. The D&O insurance policy currently in existence provides a deductible for Executive Board members equivalent to 1.5 times the respective fixed annual remuneration, in accordance with section 93(2) sentence 3 AktG, and no deductible for the Supervisory Board.

Furthermore, section 15a of the German Securities Trading Act (WpHG) makes it mandatory for the members of the Executive Board and the Supervisory Board of Analytik Jena AG to report the acquisition or sale of Analytik Jena shares to the Company and to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). In addition to purchase and sale transactions of Analytik Jena shares, security transactions related to the Analytik Jena stock (e.g. the acquisition or sale of options) must also be reported. The acquisition or granting of options on an employment contract basis or as a component of remuneration and the exercising of such options are not subject to the duty to report. Security transactions by individual or legal persons who are in a close relationship with the persons described are also subject to the duty to report. Since the introduction of the duty to report, Analytik Jena has been voluntarily publishing all transactions, even beyond the legally prescribed period of one month.

Analytik Jena AG
Jena, December 13, 2011