Declaration on corporate governance 2002

We believe that open and transparent communication with our shareholders, customers, employees and the public at large is a basic requirement of responsible business management. Therefore, welcome the introduction of the German Corporate Governance Code.

In accordance with the above and pursuant to Section 161 of the German Stock Corporation Act, the Management and Supervisory Boards of Fielmann AG hereby make the following declaration:

Fielmann AG complies with the recommendations on the "Regierungskommission Deutscher Corporate Governance Kodex" (Government Commission of the German Corporate Governance Code), with the following exceptions:

In principle, there is no upper age limit for members of the Management and Supervisory Boards. We do not believe that expertise and performance capabilities can be determined on the basis of rigid age limits.

The Supervisory Board is not currently planning to set up an Audit Committee. Issues of accounting, risk management and specifying the focus of the audit will remain the domain of the full Supervisory Board. In order to fulfil their responsibility with regard to these essential tasks, the members of the Supervisory Board will continue work proactively in this area.

The remuneration of Supervisory Board members does not include performance-related elements.

Members of the Management and Supervisory Boards will disclose and publish any securities transactions with the company in accordance with the German Securities Trading Act.

Pursuant to EU Directive 1606/2002, the consolidated accounts and interim reports will be prepared under the International Accounting Standards from financial year 2005 onwards. The audited consolidated accounts and the interim reports will be published within the deadlines specified by the stock exchange.

For reasons of competition, no information will be published about third-party companies in which the company has more than a minority holding.

Hamburg, December 2002


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