Report and recommendations of the Supervisory Board TO THE SHAREHOLDERS Having considered the unqualified audit report issued by KPMG Accountants N.V.the supervisory directors of FGH Bank N.V. have approved and signed the financial statements for 1998 prepared hy the Managing Board. These financial statements incorporate the consolidated annual accounts and the company balance sheet and income statement. We recommend that the financial statements presented in this annual report be adopted accordingly. As already stated, the intention announced in December 1997 hy the Bayerische Vereinsbank AG (renamed Bayerische Hypo- und Vereinsbank AG on 1 September 1998) to acquire the shares of FGH Bank N.V. was carried out on 31 March 1998. The acquisition of FGH Bank N.V. is a direct result of the strategy of the HypoVereinsbank, established in Munich, to develop into a 'Bank der Regionen', a European bank with a prominent presence in all the important real estate regions. For FGH Bank N.V. the take-over represents a major fillip. With the support of the new parent company it can concentrate on expanding the range of services and developing its core business: financing commercial real estate. As a result of the transfer to a new shareholder, we said farewell to Mr H.B. van Wijk and Mr P. van de Geijn in 1998. Mr J J. Kaptein reached the set retirement age for supervisory directors. We would like to thank all three very much for their great commitment and dedication over many years as members of the Supervisory Board of FGH Bank N.V. On behalf of Bayerische Hypo- und Vereinsbank AG, Mr E. Eisele and Mr C. Nolting were appointed as members of the Supervisory Board with effect from of 31 March 1998. As of the same date Mr f.B.M. Streppel, who was chairman of the Managing Board of FGH Bank N.V. until the take-over, joined our board. The composition of the Managing Board has also changed in the past year. Mr H. Copier and Mr P.C. Keur, who both already had a seat on the Managing Board, were appointed as corporate directors by the meeting of shareholders on 30 March 1998. At the same time Mr G.H.M. Nibbering was appointed director of Real estate valuation. Mr R.J. Kahlmann retired with effect from 10 June 1998. We would like to thank him very much for his commitment to FGH Bank N.V. At the extraordinary meeting of shareholders on 23 July 1998 he was replaced by Mr G.S. Klein - hitherto director of Bayerische Vereinsbank AG - who was appointed as a corporate director. Mr P.C. Keur acts as spokesman of the Managing Board of FGH Bank N.V. Five Supervisory Board meetings were held in 1998. In addition, the Supervisory Board kept in touch with business strategy and developments at FGH Bank N.V. via numerous discussions and written reports, and maintained a close watch on all major credit exposures and other important events. Risk policy, developments on the money and capital market and matters concerning staff were also discussed in depth, as were current developments in computerization, and issues relating to the euro and the millennium. The trend in the balance sheet, financial position and results gives every reason for satisfaction regarding the current position of FGH Bank N.V. and certainly justifies confidence in the future. At this point we should therefore like to express our appreciation for the results of the past financial year and the enthusiasm and dedication with which they were achieved. Utrecht, 12 February 1999 Supervisory Board E. Eisele, chairman C. Nolting f.B.M. Streppel

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Annual Reports FGH Bank | 1998 | | pagina 8