Declaration of Conformity

Joint Declaration of Conformity by the Executive Board and the Supervisory Board of Phoenix Solar AG on the German Corporate Governance Code

JOINT DECLARATION OF CONFORMITY OF MARCH 22, 2017

The Executive and Supervisory boards of Phoenix Solar AG declare that, since the last declaration of conformity on March 24, 2016, the recommendations of the "German Corporate Governance Code Government Commission" in the version of May 5, 2015 (published in the German Federal Gazette [Bundesanzeiger] on June 12, 2015) have been complied with, and will continue to be complied with in the future, with the following exception:

In the variable compensation components, retroactive modification of performance targets or comparison parameters shall be excluded.
(pursuant to section 4.2.3 of the Code)

In a market environment that is subject to dynamic developments, the Executive and Supervisory boards are of the opinion that, in justified cases, it can be reasonable to retroactively adjust performance targets for comparison parameters for variable compensation components.

Sulzemoos, 22 March 2017
Phoenix Solar Aktiengesellschaft

For the Executive Board      For the Supervisory Board
Tim P. Ryan                         Oliver Gosemann
(Chief Executive Officer)     (Supervisory Board Chairman)