Declaration on corporate governance 2007

Declaration of compliance with German Corporate Governance Code

The Management and Supervisory Boards therefore declare, pursuant to § 161 of the company law [AktG] as follows:

Fielmann AG follows the recommendations of the Government Commission on the German Corporate Governance Code, with the exceptions below:

In principle, there is no age limit for members of the Management or Supervisory Boards. We believe expertise and performance should not be governed by rigid age restrictions. The Boards discuss succession planning for Management Board members on a case-by-case basis.
(Section 5.1.2 of the Code in conjunction with section 5.4.1)

The Supervisory Board has no plans to set up an Audit Committee ahead of time at present. Matters relating to accounting, risk management and compliance, the independence required of the auditors to the annual accounts, issuing audit instructions to those auditors, determining where audits should focus and agreeing fees will remain the preserve of the whole executive body until the law is revised. The members of the Supervisory Board intend to continue to assist directly in meeting their responsibilities for these essential tasks. As well as the annual balance sheet meeting of the Management and Supervisory Boards in the presence of the auditors, which discusses the annual accounts of the Group and Company, all Supervisory Board members can find out about the audit contents and findings in depth beforehand at a discussion forum attended by the chief auditor and his deputy.
(Section 5.3.2 of the Code)

In future, the Annual General Meeting will vote on the election procedure to be followed when appointing members of the Supervisory Board, should any shareholder so require. A ballot will be held if the majority of the share capital represented at the AGM so resolves. The term of office of the Supervisory Board members elected by the shareholders ends at the Annual General Meeting 2010: so no nominations committee will be established at present.
(Section 5.4.3 of the Code in conjunction with section 5.3.3)

The majority shareholder structure of the voting capital was last published in the Börsen-Zeitung of May 3rd, 2002 and in the notes to the consolidated accounts and annual accounts of Fielmann AG. These details were also published in the 2006 financial year in the Börsen-Zeitung of August 11th, which can be downloaded from Fielmann AG's website. No further details are provided of individual shareholdings, as they do not exceed 1 per cent of the voting capital.
(Section 6.6 of the Code)

The audited consolidated accounts and interim reports will be published within the timeframe laid down by the stock exchange.
(Section 7.1.2 of the Code)

Remuneration report

The emoluments paid to Management Board members for their work during the financial year divide into fixed and variable performance-based components and a pension commitment. The premium for a group accident insurance policy apportionable to Management Board members was included pro rata in the fixed emoluments. The variable components are based on the ordinary trading results of the Fielmann Group. There are no stock option schemes. The Supervisory Board does not review the structure of the remuneration system for the Management Board on a regular basis, analysing on a case-by-case basis instead. The Chairman of the Supervisory Board will report on the main features of the remuneration system, and any changes to it, at the Annual General Meeting, if so required. The amounts attributable to the financial year 2006 are shown on an individualised basis in the notes to the Group accounts under note (28).
The current remuneration structure for Supervisory Board members reflects their responsibilities and scope of duties, so no performance-based component is involved. Total emoluments are shown in the notes to the consolidated accounts and annual accounts of Fielmann AG, as required by law.
(Section 4.2.3 of the Code, in conjunction with section 4.2.4, in conjunction with section 4.2.5, in conjunction with section 4.2.2, in conjunction with section 5.4.7)

Hamburg, December 2007

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