Declaration of Conformity 2002

Declaration of conformity 2002

by the Management and Supervisory Boards of mwb Wertpapierhandelshaus AG, Gräfeling on the recommendations of the German Corporate Governance Code within the meaning of section 161 of the Aktiengesetz (AktG - German Public Companies Act)

The Management and Supervisory Boards of mwb Wertpapierhandelshaus AG,Gräfelfing, herewith issue the following declaration of conformity within the meaning of section 161 of the AktG regarding the recommendations of the German Corporate Governance Code dated November 14, 2002.

To date mwb Wertpapierhandelshaus AG has conformed with the recommendations of the German Corporate Governance Code with the following exceptions:

1.The German Corporate Governance Code recommends that the Supervisory Board should form professionally qualified committees depending on the company's specific circumstances and the number of Board members (Items 5.2, 5.3.1, 5.3.2). mwb Wertpapierhandelshaus AG's Supervisory Board comprises three members. A committee would thus have to comprise at least two members, which means that forming committees would not lead to the Supervisory Board working more effectively.

2.The German Corporate Governance Code recommends that the members of the Supervisory Board should receive a performance-related beside a fix remuneration (Item 5.4.5). The members of mwb Wertpapeirhandelshaus AG's Supervisory Board up to now only receive a fix remuneration. The Management and Supervisory Boards at present do not intend to porpose a respective change of remuneration at the forthcoming Annual Shareholders Meeting.

3. According to the recommendations of the German Corporate Governance Code, the company's consolidated financial statements must be publicly accessible within 90 days of the end of the fiscal year; interim reports must be publicly accessible within 45 days of the end of respective reporting period (Item 7.1.2). The Börsenordnung (stock exchange rules) of the Frankfurt Stock Exchange which came into effect on January 1, 2003 include a period of four months for publication of the consolidated financial statements and two months for publication of the respective interim reports for "Prime Standard" companies. The company intends to uphold these periods and will thus deviate from the periods stipulated in Item 7.1.2.

mwb Wertpapierhandelshaus AG
Gräfelfing, in December 2002.

Managing Board / Supervisory Board