Declaration on corporate governance

Corporate Governance rules serve to improve transparency and openness, consideration for shareholders’ interests and close and efficient cooperation between the Management Board and the Supervisory Board with the aim of increasing the company’s value in the long term. Corporate Governance rules are a permanent component of the corporate culture of Fielmann Aktiengesellschaft. We therefore welcome the recommendations and suggestions of the German Corporate Governance Code presented by the Government Commission and last updated in June 2008.

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.
(5.1.2 of the Code in conjunction with 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 to fulfil these major responsibilities adequately, the members of the Supervisory Board intend to remain directly involved in future. In addition to the annual balance sheet meeting of the Management Board and the 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.
(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. This ballot will be exercised if the majority of the share capital represented at the Annual General Meeting votes in favour of it.
(5.4.3 of the Code)

The current remuneration structure for the Supervisory Board members takes into account their responsibility and scope of activity. It therefore 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.
(5.4.6 of the Code)

The majority shareholder structure of the voting capital is published in the combined management report for the Group and Company. This is supplemented with regular notifications of sales and purchases in accordance with the German Securities Trading Act. Additional details of individual shareholdings are not provided since the remaining shares do not exceed 1 per cent of the voting capital.
(6.6 of the Code)

As part of its reporting duties, the Management Board regularly informs the Supervisory Board members about the current situation and publications issued by the Company. It is also available at all times to discuss the economic situation openly with any member of the Supervisory Board. The audited Group accounts and the interim reports are published within the timeframe set out by the stock exchange.
(7.1.2 of the Code)

Remuneration report
The emoluments paid to the 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 to one Management Board member. 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 Fielmann Group’s net profit for the year. 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. The amounts attributable to financial year 2007 are shown on an individual basis in the notes to the Group accounts under note 29, as are explanatory notes on a severance package.
(4.2.3 of the Code in conjunction with 4.2.4 of the Code in conjunction with
4.2.5 of the Code in conjunction with 4.2.2 of the Code)

Hamburg, December 2008

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