Declaration of Conformity 2006

Declaration of conformity 2006

of the Managing Board and the Supervisory Board of mwb Wertpapierhandelsbank AG, Gräfelfing, Germanyto the Recommendations of the German Corporate Governance Code pursuant to Section 161 AktG

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

1. The mwb Wertpapierhandelsbank AG complies with the recommendations of the German Corporate Governance Code as amended on June 12, 2006 with the following exceptions:

a) The German Corporate Governance Code recommends that the Supervisory Board 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 Wertpapierhandelsbank 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) 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 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 2005, mwb Wertpapierhandelsbank AG has complied with the recommendations of the German Corporate Governance Code as amended on June 02, 2005. The recommendations in Items 5.3.1, 5.3.2, and 7.1.2 were not followed.

mwb Wertpapierhandelsbank AG
Gräfelfing, in December 2006.

Managing Board / Supervisory Board