Corporate Governance Declaration

The activities of the Management Board and Supervisory Board are determined by the principles of responsible corporate governance. In this declaration, the Management Board reports on corporate governance in accordance with section 289a(1) of the Handelsgesetzbuch (HGB – German Commercial Code) and section 3.10 of the German Corporate Governance Code.

Declaration of Conformity

Intershop welcomes the German Corporate Governance Code presented by the Government Commission and most recently updated in June 2009. The recommendations of the German Corporate Governance Code were largely complied with in fiscal year 2009; any departures were explained in the declaration. The Supervisory Board and the Management Board issued the following joint Declaration of Conformity in accordance with section 161 of the Aktiengesetz (AktG – German Stock Corporation Act) on January 4, 2010:

1. Since its last declaration of conformity, INTERSHOP Communications AG complied with the recommendations of the Government Commission on the German Corporate Governance Code in the version dated June 6, 2008 between January 29, 2009 and August 4, 2009 and with the recommendations in the version dated June 18, 2009 (“Code”) between August 5, 2009 and the present day, with the following exceptions:
   
   a) A D&O insurance policy was taken out for the Supervisory Board and the Management Board. To date, this has not provided for a deductible for the Management Board and Supervisory Board (section 3.8 para. 2 of the Code), as the D&O insurance policy taken out without a deductible was less expensive than the insurance contracts offered to the Company with a deductible.
   
   b) The Management Board did not have a Chairman or Spokesman (section 4.2.1). No Chairman or Spokesman was appointed because the Management Board members have equal status, work together on the basis of trust, and the by-laws include organizational precautions in this respect.
   
   c) No age limit was specified for Management Board members due to the limited term of the service contracts and the age of the Management Board members when first appointed (section 5.1.2 para. 2 sentence 3 of the Code).
   
   d) The 2008 consolidated financial statements were published 22 days after the deadline stated in the Code, but in accordance with the deadline laid down in section 62(3) of the Exchange Rules of the Frankfurt Stock Exchange and with section 37v(1) of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) and section 325(4) of the Handelsgesetzbuch (HGB – German Commercial Code) (section 7.1.2 of the Code), because internal capacity was limited and considerable additional work would therefore have been required in order to prepare them sooner.
    
2. Going forward, INTERSHOP Communications AG will comply with the recommendations of the Code with the following exceptions:
   
   a) No deductible is provided for under the existing D&O insurance policy (section 3.8 of the Code) up to the end of 2009, as this is when the current D&O insurance policy expires. From January 2010 onwards, it is still not intended to provide for a deductible for the Supervisory Board (section 3.8 of the Code), as a deductible would not make the insurance premium less expensive.
   
   b) For the reasons already stated above in 1. b), the Management Board will continue not to have a Chairman or Spokesman in future (section 4.2.1 of the Code).
   
   c) Given the age of the current Management Board members when first appointed and the limited term of their service contracts, there will continue to be no age limit for members of the Management Board (section 5.1.2 para. 2 sentence 3 of the Code).
   
   d) For the reasons already stated under 1. d), the 2009 consolidated financial statements will be published at the latest 30 days after the deadline stated in the Code, in accordance with the deadline laid down in section 62(3) of the Exchange Rules of the Frankfurt Stock Exchange and with section 37v(1) of the Wertpapierhandelsgesetz (WpHG – German Securities Trading Act) and section 325(4) of the Handelsgesetzbuch (HGB – German Commercial Code) (section 7.1.2 of the Code).

This declaration and all previous declarations have been made permanently available on the Company’s website at http://www.intershop.com/investors-corporate-governance.html.

Working practices of the Management Board and Supervisory Board

In accordance with the fundamental principle of German company law, Intershop is subject to the dual management system, which requires the separation of the management body (Management Board) and the supervisory body (Supervisory Board). Both bodies cooperate in the management and supervision of the Company.

The Management Board is responsible for managing the Company with the goal of creating sustainable value. The Management Board jointly develops the Company’s strategy and ensures that it is implemented in consultation with the Supervisory Board. The Management Board must manage the Company’s business in accordance with the law, the Articles of Association, and the by-laws. The principle of joint responsibility applies; this means that the members of the Management Board are jointly responsible for the management of the entire Company. The principles of the Management Board’s work are summarized in the By-laws of the Management Board. In particular, these by-laws govern the adoption of resolutions and the allocation of responsibilities. The By-laws of the Management Board also include a list of transactions for which the Management Board requires the Supervisory Board’s approval.

The Management Board currently comprises three members. The number of members of the Management Board is determined by the Supervisory Board, which can also appoint a Chairman and Deputy Chairman of the Management Board. No Chairman or Deputy Chairman has been appointed because the three Management Board members have equal status, work together on the basis of trust, and the by-laws include organizational precautions in this respect.
The Management Board provides the Supervisory Board with regular, timely, and comprehensive information about all aspects of business development that are material for the Company, significant transactions, and the current earnings situation, including the risk situation and risk management. Where business developments deviate from earlier forecasts and targets, these deviations are discussed and the reasons given in detail. The Management Board also reports regularly on compliance, i.e., the measures taken to meet legal requirements and internal guidelines, which is also the responsibility of the Management Board.

The Supervisory Board advises the Management Board on the management of the Company and monitors the Management Board’s activities. It appoints and dismisses the members of the Management Board, resolves the compensation system for the Management Board members, and sets their total compensation. It is involved in all decisions that are of fundamental importance for the Company.

The Articles of Association stipulate that the Supervisory Board must comprise three members. Its regular term of office is five years and ends at the Annual Stockholders’ Meeting that resolves the approval of the Supervisory Board’s activities for the fourth fiscal year after the beginning of its term of office. The Supervisory Board regularly monitors and advises the Management Board in its management of the Company. It must perform its duties in accordance with the provisions of the law, the German Corporate Governance Code, the Articles of Association, and its By-laws. The Supervisory Board must be consulted on all decisions of fundamental importance for the Company. The By-laws of the Management Board therefore stipulate certain transactions – such as major investment projects, acquisitions, and employment contracts above a certain amount – that require the Supervisory Board’s approval. The Chairman of the Supervisory Board represents the Supervisory Board externally and in dealings with the Management Board. He chairs the Supervisory Board meetings. No committees were established because the Supervisory Board only comprises three members. In addition to its reports at the Supervisory Board meetings, the Management Board regularly informs the Supervisory Board about current key developments at the Company and the related measures required, as well as about the forecast for future quarters.

A directors’ and officers’ (D&O) insurance policy was taken out for all members of the Management Board and the Supervisory Board; for fiscal year 2009 this did not include a deductible. There will be a reasonable deductible for the Management Board from fiscal year 2010 onwards.

Jena, March 30, 2010

Management Board

Heinrich Göttler      Dr. Ludger Vogt      Peter Mark Droste