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 26, 2003, 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 November 7, 2002 and is currently complying with and will continue to comply with the recently published version dated May 21, 2003, subject to the following proviso:
- The chairmanship of Supervisory Board committees is not yet remunerated separately. A proposal will be put to the Annual General Meeting on May 17, 2004 to amend the relevant provisions on Supervisory Board remuneration in the Articles of Association to provide for separate remuneration for committee chairmen. On adoption of the proposed resolution, Eurohypo will be complying with Code 5.4.5 para. 1 sentence 3.
- The consolidated financial statements for the year to December 31, 2003 and the 2004 interim reports are being prepared on the basis of the German Commercial Code (HGB). Work on the conversion to IAS is far advanced. We assume that the earliest consolidated financial statements to be prepared in compliance with these internationally recognized standards will be those for the year to December 31, 2004 (and subsequent interim reports) (Code 7.1.1 sentence 3).
- For members of the Board of Managing Directors, a deductible of 15% of the fixed annual remuneration was provided for in respect of the Directors&Officers insurance taken out by the company, and for members of the Supervisory Board a deductible of 15% of the total annual remuneration of the mandate concerned is provided for (Code 3.8 para. 2). As announced, in the course of financial year 2003, Eurohypo AG has reviewed the reasonableness of the deductibles agreed by it and adjusted them to the effect that the deductible now stands at 25% of the fixed annual remuneration for members of the Board of Managing Directors and at 100% of the total annual remuneration of the mandate concerned for members of the Supervisory Board, which corresponds to the market standard.
The Board of Managing Directors
Bernd Knobloch Dirk Wilhelm Schuh
The Supervisory Board
Dr. v. Harbou
