Corporate Governance - TIE Holding NV

On December 10, 2008 the Corporate Governance Code Monitoring Committee, chaired by Mr. Jean Frijns, presented the amended Dutch corporate governance code. The amended corporate governance code will come into force with effect from the financial year starting on or after January 1, 2009. Due to TIE's broken financial year, the amended corporate governance code replaces the code issued in December 2003, also known as Code Tabaksblat, as of October 1, 2009. Notwithstanding the foregoing, the Company has decided to already take into account the amended corporate governance code.

The Code regulates the relations between the Management Board, the Supervisory Board and the shareholders and contains (a) principles, which are general concepts of proper corporate governance and (b) best practice provisions, which are detailed standards governing the conduct of aforementioned entities, resulting from and elaborating the principles of the Code.

The strength of corporate governance is based on the extent to which the Company, the Management Board, the Supervisory Board and also the shareholders endorse it. The Management Board and Supervisory Board are responsible for the corporate governance structure of the Company and for compliance with the code; they are accountable for this to the General Meeting of Shareholders and should provide sound reasons for any non-application of the provisions.

In the annual report, a further analysis will be given on what further measures the Company has taken to apply the Code, or as the case may be, an explanation for deviations from the principles and/or provisions of the Code is included. For more information and questions on corporate governance, please contact the Secretary of the Company, Helen van der Corput, at +31(0)20-658 93 33 or send an email to info@tieglobal.com.