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Declaration of conformity 2017

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 that Rheinmetall AG,

1. since issuing its last declaration of compliance on August 25, 2016, complied with the recommendations of the Government Commission on the German Corporate Governance Code as amended May 5, 2015, officially published in the electronic version of the German Federal Gazette on June 12, 2015, and the recommendations of the Government Commission on the German Corporate Governance Code as amended February 7, 2017, officially published in the electronic version of the German Federal Gazette on April 24, 2017, with two exceptions until the end of the Annual General Meeting on May 9, 2017,

and

2. since the end of the Annual General Meeting on May 9, 2017, has complied and will continue to comply with the recommendations of the Government Commission on the German Corporate Governance Code as amended February 7, 2017, officially published in the electronic version of the German Federal Gazette on April 24, 2017, with one exception.

1. Exceptions until the end of the Annual General Meeting on May 9, 2017:

Chairman of the Audit Committee

By way of derogation from item 5.2(2) of the German Corporate Governance Code, the Chairman of the Supervisory Board was also the Chairman of the Audit Committee. In light of the Chairman of the Supervisory Board’s expertise in the fields of accounting and audits of financial statements, his many years of experience at Rheinmetall AG and the associated detailed knowledge of the company’s divisions, the Executive Board and Supervisory Board feel that the deviation from the recommendation of the Code is appropriate and in the interests of good corporate governance.

Limit on Supervisory Board members’ term of office:

"The Supervisory Board of Rheinmetall AG has decided not to set a limit on Supervisory Board members’ term of office on top of the existing age limit for Supervisory Board members. Rather, it is convinced that a strict limit on Supervisory Board members’ term of office, regardless of an individual assessment of the respective members of the Supervisory Board, is not a suitable means for the ongoing improvement and professionalization of the work of the Supervisory Board. Instead, flexibility in the composition of the Supervisory Board, with members with different experience serving for different lengths of time, and paying practical attention to a mixed age structure when searching for candidates, is more in line with the company’s interests. After all, the company has been publishing the length of time that the respective members of the Supervisory Board have been serving for some time now, allowing the shareholders to make their own decisions on the individual appropriateness of re-electing a member of the Supervisory Board."

2. Exception after the end of the Annual General Meeting on May 9, 2017:

Limit on Supervisory Board members’ term of office:

"The Supervisory Board of Rheinmetall AG has decided not to set a limit on Supervisory Board members’ term of office on top of the existing age limit for Supervisory Board members. Rather, it is convinced that a strict limit on Supervisory Board members’ term of office, regardless of an individual assessment of the respective members of the Supervisory Board, is not a suitable means for the ongoing improvement and professionalization of the work of the Supervisory Board. Instead, flexibility in the composition of the Supervisory Board, with members with different experience serving for different lengths of time, and paying practical attention to a mixed age structure when searching for candidates, is more in line with the company’s interests. After all, the company has been publishing the length of time that the respective members of the Supervisory Board have been serving for some time now, allowing the shareholders to make their own decisions on the individual appropriateness of re-electing a member of the Supervisory Board."

Düsseldorf, August 2017
Rheinmetall Aktiengesellschaft

The Executive BoardThe Supervisory Board