The Austrian Corporate Governance Code is issued by the Austrian Working Group for Corporate Governance. It is available for review on the website of this organisation (www.corporate-governance.at).

A new version of the Austrian Corporate Governance Code was issued in January 2010, and was applied to reporting on the 2010/11 financial year.

Zumtobel AG again announced its intention to voluntarily comply with the Austrian Corporate Governance Code also in the January 2010 version. Zumtobel views the active implementation of the code as an important obligation to support management and monitoring that is focused on realising a sustainable and long-term increase in the value of the corporation.

As in previous years, Zumtobel AG complied with nearly all provisions of the code in 2010/11, meeting not only the minimum requirements but also generally observing almost all R-Rules. The Group‘s actions deviated in part from only five C-Rules out of the total of 83 Rules in the code. These differences are described below in accordance with the "comply or explain" principle.

Zumtobel AG also intends to comply with the code during the 2011/121 financial year, and will continue to pursue the best possible implementation of all rules.

Comply or Explain

The Management Board of Zumtobel AG instructed the investor relations department to review compliance with the Austrian Corporate Governance Code during the 2010/11 financial year. Based on this compliance review, Zumtobel AG can confirm that it met all L-Rules of the Austrian Corporate Governance Code (January 2010 version). The following C-Rules in the January 2010 version of the code were not or are not met in full:

Rule 27a:   In cases where a Management Board contract is terminated prematurely by the Supervisory Board, payment must be made for claims arising during the remaining contract term. The maximum amount can exceed two-year’s remuneration, since the Management Board contracts cover a three-year period.

Rule 30:   The Zumtobel Group classifies information on insurance coverage in general and D&O coverage in particular as confidential data, whose disclosure may result in damage to the corporation. Therefore, this information is not disclosed.

Rule 43:   The Committee for Management Board Matters represents the remuneration committee required by Rule 43. However, the chairman of the Supervisory Board, Jürg Zumtobel, is not heading this committee, but is vice-chairman of the committee.

Rule 51:   The remuneration of the individual members of the Supervisory Board is not disclosed. The Zumtobel Group believes this data provides only little added value for the readers of this annual financial report.

Rule 55:  The chairman of the Supervisory Board, Jürg Zumtobel, served as the chairman of the Management Board of Zumtobel AG up to his appointment as member and chairman of the Supervisory Board in 2003.