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Declaration of conformity 2013

Joint declaration by the Executive Board and the Supervisory Board pursuant to Section 161 of the German Stock Corporation Act (AktG) concerning the recommendations of the Government Commission on the German Corporate Governance Code

“The Executive Board and Supervisory Board of Rheinmetall AG declare:

1. That, since submission of its last Declaration of Conformance dated August 30, 2012, Rheinmetall AG has complied in full (with one exception) with the recommendations of the Government Commission on the German Corporate Governance Code as amended on May 15, 2012, and as officially announced in the electronic version of the German Federal Gazette on June 15, 2012.

2. That Rheinmetall AG has complied and will comply in full (with one exception) with the recommendations of the Government Commission on the German Corporate Governance Code as amended on May 13, 2013, and as officially announced in the electronic version of the German Federal Gazette on June 10, 2013.

Exception to 1. and 2.: Chairman of the Audit Committee

In deviation from Number 5.2, Para. 2, of the German Corporate Governance Code, the Chairman of the Supervisory Board is also the Chairman of the Audit Committee. Due to the expertise of the Supervisory Board Chairman in the field of accounting and financial statement auditing, and his many years of experience with Rheinmetall AG and the resulting detailed knowledge of the company's divisions, both the Executive Board and the Supervisory Board feel that this procedure is appropriate and in the interest of good corporate governance.”

Düsseldorf, August 2013
Rheinmetall Aktiengesellschaft

Executive BoardSupervisory Board