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

• since the last declaration of conformity of March 24, 2006, Eurohypo AG has 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 June 2, 2005 and is currently complying with and will continue to comply with the recommendations of the “Government Commission German Corporate Governance Code” in the version of June 12, 2006, subject to the following proviso:
• In accordance with figure 5.3.2 of the Code the audit committee shall in addition to the matters of accounting and auditing also deal with matters of risk management for the bank. The Supervisory Board of Eurohypo AG should assign matters of risk management not to its audit committee, but to its risk committee, which deals with handling risks such as credit, market and operational risks of the bank. Comprehensive information from the audit committee on matters of risk management is ensured by the fact that the chairman of the audit committee is also a member of the risk committee.
• The remuneration report as per figure 4.2.5 of the Code is part of the Corporate Governance report. In terms of content it is identical to the reporting on remuneration in the Annual Report and annex of the group and company stipulated in accordance with §§ 285, 289, 314, 315 of the HGB (German Commercial Code). The Corporate Governance report is published on the company’s website and printed in the brochure, which contains the previously mentioned details. To avoid illustrating this again, the printed Corporate Governance report therefore makes reference to the illustrations on remuneration in the Annual Report and annex.
• The lack of information on company stock options, stock option programmes and comparable securities-based incentive schemes in the bank’s Annual Report is due to the fact that Eurohypo AG does not issue such stock options.

The Board of Managing Directors
Dirk Wilhelm Schuh, Bernd Knobloch

The Supervisory Board
Klaus-Peter Müller