Compliance Statement

Compliance Statement of InVision Software AG concerning the German Corporate Governance Codex for the fiscal year 2008, in accordance with § 161 of the German Stock Corporation Act (AktG).

InVision Software AG conforms to the recommendations of the German Corporate Governance Code ("Code") passed by the "German Corporate Governance Government Commission", in its version of 14 June 2007, except for the points listed below.

The Management Board and the Supervisory Board of InVision Software AG support the principle of proper and responsible company management as stated in the Code.

The recommendations and proposals of the Code will be implemented insofar as deemed appropriate with regard to InVision Software AG.

The following recommendations are currently not pursued by InVision Software AG:

• For reasons of cost and in view of the size of the Company and the relatively low number of shares that are widely held, the Company does not allow its shareholders – contrary to section 2.3.4 of the Code – to use modern means of communication to track and follow the Shareholders' Meeting.
• The directors and officers' liability insurance policy (D&O policy) concluded in favour of the Executive Board and Supervisory Board members does not provide for any deductible (section 3.8 of the Code). The reason for excluding any deductible is that there is currently no consensus regarding what is considered a "reasonable" deductible within the meaning of section 3.8 of the Code. Given the large number of shares held by members of the Executive Board in the Company, the Company also assumes that there will be adequate incentive for the Executive Board to duly and responsibly conduct management. The amount of the premium is not otherwise influenced by the agreement on a deductible.
• The compensation arrangements for the Executive Board does not provide for any variable components (section 4.2.3 of the Code). The Company assumes that the large number of shares held by members of the Executive Board in the Company's registered share capital provides an adequate incentive for the dedicated and responsible management of the Company.
• To date, no age limit (mandatory retirement age) for Executive Board members has been set (section 5.1.2 of the Code). Given the age of the Executive Board members, no such action has been required so far. The Executive Board and Supervisory Board do, however, agree with the purpose underlying this Code rule and will set such an age limit at a later time in conformity with the Code.
• The Company's articles and memorandum of association and the Supervisory Board's internal rules of procedure grant the Supervisory Board the authority to form committees (section 5.3 of the Code). Given the current size of the Company, the Supervisory Board currently consists of only three members. Accordingly, forming committees would not simplify or streamline the work of the Supervisory Board.
• In addition to their fixed compensation, members of the Supervisory Board do not receive performance-based compensation (section 5.4.7 of the Code). The Executive Board and Supervisory Board do not feel that performance-based compensation for the Supervisory Board is practicable. On the one hand, Supervisory Board compensation linked to the success of the company would fundamentally contradict the Board's supervisory function; and on the other hand, the Executive Board and Supervisory Board believe that variable compensation can be linked only to Group operating results, over which the Supervisory Board has little influence. In the Company's opinion, linking variable Supervisory Board compensation to the amount of distributed dividends creates problems since the Executive Board and Supervisory Board must recommend these actions to the Shareholders' Meeting and would therefore allow themselves, as the beneficiaries, to dictate at least part of their variable compensation. The Company has therefore decided to compensate members of the Supervisory Board according to the costs incurred, which means that they will be paid a meeting fee.
• The Company generally endeavours to publish the annual financial statements within 90 days, and the interim financial statements within 45 days, after the end of the respective reporting period (subsection 7.1.2 of the Code). Given the Company's organisational needs, it is possible, however, that these reports will be published merely in accordance a timetable that complies with the requirements of the Prime Standard of the German Stock Exchange.