Declaration of Compliance by the Board of Management and the Supervisory Board pursuant to Section § 161 Stock Corporation Act (Aktiengesetz, "AktG")

 

on the basis of the German Corporate Governance Code in the version dated 12 June 2006

 

 

Section 1

 

Berlin-Hannoversche Hypothekenbank AG has complied/complies with all recommendations of 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 exception of those specified under Section 2:

 

 

Section 2     

   

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

 

a) Up until the business year 2005, the system of remuneration for the Board of Management was not published, but will be disclosed from the annual accounts for the business year 2006 onwards (4.2.3 German Corporate Governance Code).

 

b) The remuneration of the members of the Board of Management has been disclosed as a lump-sum amount in the annex for the annual accounts up to and including the business year 2005. There were no individualised figures, nor was there a statement of attribution. Starting with the annual accounts for the business year 2006, the remuneration of the members of the Board of Management will be individualised and published with a statement of the attribution according to its parts (4.2.4 German Corporate Governance Code).

 

c) The remuneration of the members of the Supervisory Board was not individualised and disclosed according to attribution up to and including the annual accounts for 2005. However, a lump-sum was stated in the annex. The remuneration of the members of the Supervisory Board will be individualised and published with a statement of attribution according to its parts from the annual accounts for the business year 2006 onwards (5.4.7 German Corporate Governance Code).

 

Board of Management and Supervisory Board of the Berlin-Hannoversche Hypothekenbank AG

 

Berlin, 4 December 2006