History of Declaration of Conformity of Aareal Bank

as at  1 December 2004

Current Declaration of Conformity

Declaration of Compliance within the meaning of section 161 of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board of Aareal Bank AG have based this declaration for the financial year 2004 on the recommendations of the German Corporate Governance Code, as amended on  21 May 2003. Aareal Bank AG has complied with the recommendations of the German Corporate Governance Code throughout the financial year 2004, with the exception of Nos. 4.2.4 sentence 2 and 5.4.5 (3) sentence 1.

Aareal Bank AG will comply with the recommendations of the German Corporate Governance Code (as amended on 21 May 2003), without exceptions, throughout the financial year 2005.

Aareal Bank AG adopted its own Corporate Governance Code as early as 1999. The bank’s Code has been adapted to incorporate amendments to the German Corporate Governance Code; it goes far beyond the recommendation of the Government Commission. Taking into account current discussions among politicians and business leaders, the Management Board and Supervisory Board of Aareal Bank AG have decided to disclose the remuneration of Management Board and Supervisory Board Members of Aareal Bank AG on an individual basis in the future. In doing so, the bank sets an example among MDAX-listed companies.

For further details on the Corporate Governance Principles of Aareal Bank AG, please refer to our website: http://www.aareal-bank.com/en/profile/corpgov/index.en.html


Wiesbaden, December 2004

The Management Board

Dr. Hill      Merkens     Schörnig



The Supervisory Board

Hans W. Reich
(Chairman)