History of Declaration of Conformity of Aareal Bank

as at  1 December 2005

Current Declaration of Conformity

Declaration of Compliance in accordance with section 161 of the German Stock Corporation Act (AktG)

The Management Board and Supervisory Board of Aareal Bank AG declare, in accordance with section 161 of the AktG, that:

1. Aareal Bank AG has complied with the recommendations of the Government Commission “German Corporate Governance Code” (as amended on 21 May 2003 and, with effect from 2 June 2005, as amended on that date) since the last Declaration of Compliance was issued in December 2004; in each case, except for the recommendations on individualised disclosure of remuneration for members of the Management Board and Supervisory Board. These latter recommendations will be adopted for the first time in the Company’s annual report for the financial year 2005.

2.  Aareal Bank AG will in future comply with the recommendations of the German Corporate Governance Code (as amended on 2 June 2005) without exceptions.

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.


Wiesbaden, 1 December 2005

The Management Board

Dr. Schumacher        Kickum      Merkens       Ortmanns       Schörnig

The Supervisory Board

Hans W. Reich
- Chairman -