Declaration on corporate governance 2004

Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of Fielmann Aktiengesellschaft declare that Fielmann Aktiengesellschaft has complied, and will continue to comply, with the recommendations of the Government Commission on the German Corporate Governance Code, with the exception of the following points:

There is no age limit for members of the Management Board and Supervisory Board. We believe that ability and performance cannot be determined by rigid age restrictions.

The Supervisory Board has no current plans to set up an Audit Committee. Matters relating to accounting, risk management and determining the focus of audits are to remain under the aegis of the whole Supervisory Board. In order to adequately fulfil these major responsibilities, the members of the Supervisory Board also intend to be directly involved in this in the future. Remuneration of the Management Board members has been, and will continue to be, set out in the notes to the Group accounts in the Annual Report. It is broken down into fixed and performance-related variable components. At the Annual General Meeting, the Chairman of the Supervisory Board, if requested, will report on the main features of the remuneration system and any changes to them. There are no plans to publish this on the Internet.

Remuneration of members of the Supervisory Board does not include any performance-related components. Their total earnings were also set out in the notes to the Group accounts in the Annual Report 2003. There will also be no individual breakdown in future. The members of the Management Board and the Supervisory Board will declare and publish any trading of company stocks, pursuant to the German law on stock trading.

Pursuant to EU directive 1606/2002, from 2005, the Group accounts and interim reports will be produced in accordance with international accounting standards.

The audited Group accounts and interim reports will be published within the time-frame set out by the stock exchange. No details are given on third-party companies in which Fielmann has more than a minority interest, for reasons of competition. A transparency report has been produced by the auditors Susat und Partner OHG on relations between FIELMANN Aktiengesellschaft and its shareholders who qualify as related parties. This has not been reported in the Group accounts.

Hamburg, December 2004


For the Management Board
signed
GŁnther Fielmann
     For the Supervisory Board
signed
Prof. Dr Mark K. Binz