Declaration on corporate governance 2005

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:
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. This representation meets the statutory specifications. 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. A regular review of the structure of the remuneration system for the Management Board by the Supervisory Board is waived in favour of the assessment of individual cases.
(Code Figure 4.2.3, in conjunction with Code Figure 4.2.4, in conjunction with Code Figure 4.2.2)

There is no age limit for members of the Management Board and Supervisory Board. We believe that ability and performance should not be determined by rigid age restrictions. (Code Figure 5.1.2 in conjunction with Code Figure 5.4.1)

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 adequately to fulfil these major responsibilities, the members of the Supervisory Board also intend to be directly involved in this in the future.
(Code Figure 5.3.2 )

At times of elections to the Supervisory Board, a vote on the election process will be held at the Annual General Meeting, if requested by a shareholder. The ballot will be executed if the majority of the share capital represented at the Annual General Meeting votes in favour of it.
(Code Figure 5.4.3)

The current remuneration structure of the Supervisory Board members takes into account their responsibility and scope of activity. Therefore, it includes no performance-related components. Their total earnings are set out in the notes to the Group accounts and in the Annual Report of Fielmann Aktiengesellschaft in compliance with the statutory regulations.
(Code Figure 5.4.7)

The audited Group accounts and interim reports will be published within the time-frame set out by the stock exchange.
(Code Figure 7.1.2)

No details are given on third-party companies in which Fielmann has more than a minority interest, for reasons of competition.
(Code Figure 7.1.4)

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.
(Code Figure 7.1.5)

Hamburg, November 2005


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