Declaration of Compliance by Board of Management and Supervisory Board pursuant to Section 161 Stock Corporation Act

on the basis of the German Corporate Governance Code in the version of 6 June 2008

 

Section 1 Berlin-Hannoversche Hypothekenbank AG has complied/currently complies with all recommendation made by the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the official part of the electronic Federal Gazette, with the following exceptions stated in Section 2 below:

Section 2 Berlin-Hannoversche Hypothekenbank AG diverges from the following recommendations of the Code:

 

a) The Supervisory Board does not form a nomination committee for the proposal of suitable candidates to it for its election proposals to the annual general meeting (fig. 5.3.3 German Corporate Governance Code).

 

b) Upon the conclusion of contracts for members of the Board of Management, the respective contract does not in all cases contain a settlement payment cap stipulating that, in case of premature termination of work for the Board of Management without important cause existing, settlement payments are limited to two years’ remuneration including ancillary payments (fig. 4.2.3 German Corporate Governance Code).

 

 

Board of Management and Supervisory Board of Berlin-Hannoverschen Hypothekenbank AG

 

Berlin, 1 December 2008