Declaration of conformity 2015

Joint declaration by the Executive Board and the Supervisory Board pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz, 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 28 August 2014, 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 24 June 2014, and as officially announced in the electronic version of the German Federal Gazette on 30 September 2014.

Exception re 1.: 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.

2. That, since submission of its last Declaration of Conformance dated 28 August 2014, Rheinmetall AG has complied and will comply in full (with two exceptions) with the recommendations of the Government Commission on the German Corporate Governance Code as amended on 5 May 2015.

Exceptions re 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.

Regular Time-limit regarding the Membership in the Supervisory Board

The Supervisory Board of Rheinmetall AG has decided not to stipulate a regular time-limit regarding the membership in the Supervisory Board in addition to the already existing age limit. Instead, the Supervisory Board is convinced that a rigid time-limit regarding the membership in the Supervisory Board irrespective of an individual consideration of the respective Supervisory Board Members would not be a suitable means for the purposes of improving and achieving a more professional work of the Supervisory Board. In its place, a flexible composition of the Supervisory Board with a mixed age structure and experience as well as the practical consideration for such age structure while identifying suitable candidates shall better serve the interest of the company. Lastly, the company already discloses the composition of its Supervisory Board and the duration of their membership and therefore enables its shareholders to decide themselves on the individual adequacy of a re-election of a member of the Supervisory Board."

Düsseldorf, August 2015
Rheinmetall Aktiengesellschaft

The Executive BoardThe Supervisory Board

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