History of Declaration of Conformity of Aareal Bank

as at December 2003

Current Declaration of Conformity

Declaration of conformity (pursuant to § 161 Stock Corporation Act (AktG)):

Management and supervisory board of Aareal Bank AG declare that for the financial year of 2003, Aareal Bank AG refers to the German Corporate Governance Code version of November 7, 2002. Aareal Bank AG has followed the recommendations of the German Corporate Governance Code with the exception of no. 7.1.2 which due to technical reasons could not be realised as of now. However, the conversion is planned for the financial year of 2004.

For the financial year of 2004, Aareal Bank AG will follow the recommendations of the German Corporate Governance Code version of May 21, 2003 with the exception of no. 4.2.4 sub-section 2 and no. 5.4.5 sub-section 3, sentence 1.

Management and supervisory board disapprove of an individual elaboration of the management and supervisory board compensation since the disclosure would lead to a levelling of compensation contrary to the German Corporate Governance Code's ambition. The operativeness and the standing of the members of the management board would be put at risk, if a ranking among single members of the board arose due to the disclosure of different compensations. The adequacy of the compensation of the members of the management and supervisory board can be comprehended without any individualization.

Wiesbaden, December 2003

Der Vorstand

(Glauner) (Dr. Hill) (Merkens) (Schörnig)


Der Aufsichtsrat


(Dr. Jürgen Westphal)
- Vorsitzender -