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CORPORATE GOVERNANCE In November 2012, together with the Executive Board, we issued an updated declaration of conformity in relation to the recom- mendations of the government commission pursuant to sec- tion 161 of the Aktiengesetz (German Public Companies Act – AktG) and made this permanently available on the Deutsche EuroShop AG website. A separate report on the implementation of the German Corporate Governance Code is included in this Annual Report. The members of the Supervisory Board and the Executive Board declared in writing at the beginning of 2013 that no conflicts of interest had arisen. FINANCIAL STATEMENTS OF DEUTSCHE EUROSHOP AG AND THE GROUP FOR THE PERIOD ENDING 31 DECEMBER 2012 At the Audit Committee meeting on 12 April 2013 and the Super- visory Board meeting on 23 April 2013, the Audit Committee and the Supervisory Board respectively examined in detail the annual financial statements of Deutsche EuroShop AG in accordance with German commercial law, and the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), each as at 31 December 2012, as well as the management report and group management report for financial year 2012. The documents relating to the financial statements, the auditor’s reports and the Executive Board’s proposal for the appropriation of the unappropriated surplus were presented to us in good time. The auditor appointed by the Annual General Meeting on 21 June 2012 – BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg – had already audited the financial statements and issued an unquali- fied audit opinion in each case. The auditor also confirmed that the accounting policies, measurement methods and methods of consolidation in the consolidated financial statements complied with the relevant accounting provisions. In addition, the audi- tor determined in the course of its assessment of the risk man- agement system that the Executive Board had undertaken all required measures pursuant to section 91 (2) AktG to promptly identify risks that could jeopardise the continued existence of the Company. The auditor’s representatives took part in the discussion of the annual financial statements and the consolidated financial state- ments on the occasions of the Audit Committee meeting on 12 April 2013 and the Supervisory Board meeting on 23 April 2013 and explained the main findings. Following its own examination of the annual financial statements of Deutsche EuroShop AG, the consolidated financial statements and the corresponding management reports, the Supervisory Board did not raise any objections. It agreed with the findings of the auditor’s examination and approved the annual financial statements of Deutsche EuroShop AG and the consolidated finan- cial statements. The annual financial statements have thus been adopted. The Supervisory Board endorses the Executive Board’s proposal for the appropriation of the unappropriated surplus and distribution of a dividend of €1.20 per share. The Company’s success in financial year 2012 was the result of its sustainable, long-term strategy and the dedication shown by the Executive Board and our employees, for which the Super- visory Board would like to express its particular gratitude. Hamburg, 23 April 2013 MANFRED ZASS, CHAIRMAN DES ANNUAL REPORT 2012 { 16 } Report of the Supervisory Board

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