Initial Declaration of Conformity in accordance with Section 161 AktG (German Stock Corporation Act)

In accordance with Sections 161 AktG, 15 EG (initial Declaration of Conformity) of the AktG (German Stock Corporation Act), the Management and Supervisory Boards of Eurohypo AG hereby declare:

Eurohypo AG is in conformity with the recommendations made by the “Government Commission of the German Corporate Governance Code” published by the German Ministry of Justice in the official section of the online version of the Federal Gazette, as follows:

• The chairmanship of supervisory board committees will not be separately remunerated. Eurohypo AG considers it sufficient if solely the membership of a committee is considered in the remuneration of supervisory board members and that no supplementary consideration is given to the chair (Code section 5.4.5, para. 1, clause 3).
• For members of the Management Board, provision has been made for members themselves to pay an amount of 15 per cent of the fixed annual remuneration in respect of the directors’ and officers’ insurance taken out by the company and for members of the Supervisory Board, the figure shall be 15 per cent of the overall annual remuneration corresponding to the appointment (Code section 3.8, para. 2). In the first six months of 2003, as soon as a general market standard for the level of a suitable sum payable by Management Board and Supervisory Board members themselves has evolved, Eurohypo AG intends to review the agreed sums payable by members themselves and if necessary, adjust them.

Frankfurt/Main, 16 December 2002

Eurohypo Aktiengesellschaft

The Management Board The Supervisory Board