The Board of Managing Directors and the Supervisory Board of Eurohypo AG declare pursuant to Section 161 of the Stock Corporation Act (AktG):

Eurohypo AG has since the last declaration of conformity of March 25, 2004, complied with the recommendations of the “Government Commission German Corporate Governance Code” announced by the Federal Ministry of Justice in the official section of the electronic Federal Gazette, in the version dated May 21, 2003 and is currently complying with and will continue to comply with the Code in the above version, subject to the following proviso:

• The interim reports as at March 31, June 30 and September 30, 2004 were still prepared on the basis of the German Commercial Code (HGB); starting with the consolidated financial statements as at December 31, 2004, the financial reporting will be prepared on the basis of the International Financial Reporting Standards (IFRS). The bank thus complies with the provision of Code 7.1.1 sentence 3.
• As reported, the chairmanship of the Supervisory Board Committees was not remunerated separately. The Annual General Meeting on May 17, 2004 passed a resolution amending the corresponding section on Supervisory Board remuneration in the articles of association and the chairmanship of the Supervisory Board Committees is now remunerated separately.
• The lack of information on company stock option programmes or similar securities-based incentive schemes is due to the fact that Eurohypo AG does not issue such stock options.

The bank therefore complies with and will continue to comply with all the recommendations of the “Government Commission German Corporate Governance Code”.

The Board of Managing Directors
Dirk Wilhelm Schuh Bernd Knobloch

The Supervisory Board
Dr. v. Harbou