Declaration of Conformity 2005

Declaration of conformity 2005

by the Managing Board and the Supervisory Board of mwb Wertpapierhandelshaus AG, Gräfelfing, to the recommendations of the German Corporate Governance Code as set out in section 161 of the AktG (German Public Limited Liability Companies Act)

The Managing Board and the Supervisory Board of mwb Wertpapierhandelshaus AG, Gräfelfing, hereby make - pursuant to section 161 AktG – the following declaration of conformity to the recommendations of the “Government Commission German Corporate Governance Code”:

1. mwb Wertpapierhandelshaus AG will comply with the recommendations of the German Corporate Governance Code in the version dated June 2, 2005 – published in the electronic Bundesanzeiger (Federal Gazette) on July 20, 2005 and modified on July 21, 2005 – with the following exceptions:

a) The German Corporate Governance Code recommends that the Supervisory Board should establish professionally qualified committees relative to the specific nature of the company and the number of its members (Items 5.3.1, 5.3.2). mwb Wertpapierhandelshaus AG's Supervisory Board is comprised of three members. Since a committee must comprise at least two members, the forming of committees would not lead to any improved efficiency of MWB’s Supervisory Board.

b) Pursuant 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 the respective reporting period (Item 7.1.2). The rules of the Frankfurt Stock Exchange, which came into effect on January 1, 2003, stipulate for “Prime Standard” companies that the consolidated financial statements must be published within four months and the interim reports each within two months. The company intends to abide by the latter time requirements, thus departing from those stipulated in Item 7.1.2.

2. Since its last declaration of conformity dated December 2004, mwb Wertpapierhandelshaus AG has complied with the recommendations of the German Corporate Governance Code in the version dated May 21, 2003- published in the electronic Bundesanzeiger on July 04, 2003. The recommendations in Items 5.3.1, 5.3.2, and 7.1.2 were not followed.

mwb Wertpapierhandelshaus AG
Gräfelfing, in December 2005.

Managing Board / Supervisory Board