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 first declaration of conformity of December 16, 2002, complied with and continues to comply with the recommendations of the “Government Commission German Corporate Governance Code” announced in the official section of the electronic Federal Gazette, in the version dated November 7, 2002, subject to the following proviso:
- The chairmanship of Supervisory Board committees is not remunerated separately. Eurohypo AG considers it sufficient, as far as the remuneration of Supervisory Board members is concerned, for just the membership of a committee, but not also the chairmanship of a committee, to be taken into account. (Code 5.4.5 para. 1 sentence 3).
- For members of the Board of Managing Directors, a deductible of 15% of the fixed annual remuneration is provided for in respect of the Directors & Officers insurance taken out by the company, and for the 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). Eurohypo AG intends, in the course of financial year 2003, as soon as a market standard has emerged for the level of a suitable deductible for members of the Board of Directors and of the Supervisory Board, to check and, where necessary, adjust the reasonableness of the deductible.
- The consolidated financial statements for the year to December 31, 2002 and the 2003 interim reports are being prepared on the basis of the German Commercial Code (HGB). The processing and migration of the complete data inventory of the three predecessor institutions of Eurohypo AG will probably be completed only during the course of 2003. The conversion to IAS is underway. It must be assumed 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, 2003 (and subsequent interim reports) (Code 7.1.1 sentence 3).
The Board of Managing Directors
Dr. Karsten von Köller Bernd Knobloch
The Supervisory Board
Dr. v. Harbou
