Declaration on corporate governance 2007

Declaration of compliance with the German Corporate Governance Code Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of Fielmann Aktiengesellschaft declare that Fielmann Aktiengesellschaft complies with the recommendations of the Government Commission German Corporate Governance Code, with the following exceptions:

In principle, there is no age limit for members of the Management Board and Supervisory Board. We believe that expertise and performance should not be determined by rigid age restrictions. Succession planning for members of the Management Board is discussed between the Boards on a case-by-case basis.
(Section 5.1.2 of the Code in conjunction with Section 5.4.1 of the Code)

The Supervisory Board has no current plans to set up an Audit Committee ahead of schedule. Matters relating to accounting, risk management and determining the focus of audits are to remain under the aegis of the whole Supervisory Board until new legal regulations come into effect. In order adequately to fulfil these major responsibilities, the members of the Supervisory Board intends to remain directly involved in future. In addition to the annual balance sheet meeting of the Management Board and Supervisory Board in the presence of the auditors, at which the accounts of the Group and the Company are discussed in depth, all Supervisory Board members have the opportunity of obtaining a detailed briefing on the content and results of the audit beforehand in a discussion forum attended by the chief auditor and his deputy.
(Section 5.3.2 of the Code)

At times of elections to the Supervisory Board, a vote on the election process will, in future, 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.
(Section 5.4.3 of the Code)

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

The majority shareholder structure of the voting capital was last published in the Börsen-Zeitung on May 3, 2002 and in the notes to the Group accounts and in the annual accounts of Fielmann Aktiengesellschaft. In financial year 2006, the details were also published in the Börsen-Zeitung on 11 August, and this information can also be downloaded from the Fielmann Aktiengesellschaft website. Additional details of individual shareholdings are not provided since they do not exceed 1 per cent of the voting capital.
(Section 6.6 of the Code)

The audited Group accounts and the interim reports will be published within the time-frame set out 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 are divided into fixed and performance-related variable components as well as 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 result from the Fielmann Group’s ordinary activities. There are no stock option programmes in place. Regular review of the structure of the remuneration system for the Management Board by the Supervisory Board is waived in favour of an assessment of individual cases. At the Annual General Meeting, if requested, the Chairman of the Supervisory Board will report on the main features of the remuneration system and any changes to them. The amounts attributable to financial year 2006 are shown on an individualised basis in the notes to the Group accounts under note (28).
(Section 4.2.3 of the Code in conjunction with Section 4.2.4 of the Code in conjunction with Section 4.2.5 of the Code in conjunction with Section 4.2.2 of the Code)

Hamburg, March 2007


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