Declaration of conformity

In December 2010, the Executive and Supervisory Boards of the Company jointly submitted their updated declaration of conformity with the recommendations of the Government Commission on the German Corporate Governance Code for financial year 2010 in accordance with section 161 of the Aktiengesetz (AktG – German Public Companies Act). The declaration was made permanently available to the public on the Company’s website at www.deutsche-euroshop.com.

Joint declaration by the Executive and Supervisory Boards of Deutsche EuroShop AG relating to the recommendations of the Government Commission on the German Corporate Governance Code in accordance with section 161 AktG

The Executive Board and the Supervisory Board of Deutsche EuroShop AG declare that the Company has complied with, and will continue to comply with, the recommendations of the Government Commission on the German Corporate Governance Code (as published by the German Federal Ministry of Justice in the official section of the electronic German Federal Gazette (Bundesanzeiger) on 4 July 2003, and as amended on 26 May 2010), subject to a limited number of exceptions as indicated below:

The existing D & O insurance policy taken out for the Supervisory Boards does not provide for any deductible (Section 3.8).

The Executive and Supervisory Boards of Deutsche EuroShop AG have acted in a responsible manner, managing and supervising the Company in line with the principles of creating enterprise value ever since the Company was established, preceding the official introduction of corporate governance guidelines. The Company therefore took the view that the agreement of a deductible was not necessary, in particular as this had no effect on the level of the insurance premium.

There is no stipulated age limit for members of the Executive Board (Section 5.1.2).

The Supervisory Board believes that professional qualifications and skills represent the key criteria for members of the Executive Board. An age limit could force the retirement of a suitably qualified and successful Executive Board member.

The Supervisory Board has not formed a nomination committee (Section 5.3.3).

The Company’s Supervisory Board consists of only six members, all of whom are shareholder representatives. Given the size and structure, the Executive Committee of the Supervisory Board has assumed the duties of a nomination committee.

The remuneration of Supervisory Board members does not contain any performance-based elements (Section 5.4.6).

The Company believes that fixed remuneration for members of the Supervisory Board best reflects the Company’s business model. The selection of shopping centers to be acquired and held and the quality of long-term leases represent the key factors determining the Company’s long-term success.

The consolidated financial statements are published within 120 days of the end of the financial year (Section 7.1.2).

It is important to the Company to publish audited financial statements that have been approved by the Supervisory Board. An earlier publication date is not feasible due to the schedules for the preparation, auditing and adoption of the financial statements.

Hamburg, 1 December 2010

The Executive Board and the Supervisory Board
Deutsche EuroShop AG

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