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SERVICIOS DE AGUA Y DRENAJE DE MONTERREY, I.P.D.

Gregor Böhmer (from 01.01.2001) Managing President of the Savings Banks and Giro Association of Hessen-Thüringen

Ulf-Wilhelm Decken (to 08.03.2001) Chairman of the Board of Management of LandesBank Berlin – Girozentrale – Hermann Gelsen

Employee representative DGZ·DekaBank

Deutsche Kommunalbank Dr Rolf Gerlach

President of the Savings Banks and Giro Association of Westfalen-Lippe Prof Dr Udo Güde (to 31.12.2000) Managing President of the Savings Banks and Giro Association of Hessen-Thüringen

Dr Max Häring (from 01.02.2001) Chairman of the Board of Management of Landesbank Saar Girozentrale Dr Peter Haßkamp

Chairman of the Board of Management of Bremer Landesbank Kreditanstalt Oldenburg – Girozentrale – Peter Krakow

Chairman of the Board of Management of Kreis- und Stadtsparkasse Leipzig Alfred H. Lehner

Chairman of the Board of Management of Bayerische Landesbank Girozentrale Ernst Lenz (to 31.01.2001)

Chairman of the Board of Management of Landesbank Saar Girozentrale

Dr Hans Lukas (from 01.01.2001) Chairman of the Board of Management of Sparkasse Stormarn

Dr Siegfried Naser (from 01.10.2000) Managing President of the Savings Banks Association of Bavaria Dr Harald Quensen

Chairman of the Board of Management of Stadtsparkasse Hannover Siegfried Ratz Employee representative DGZ·DekaBank Deutsche Kommunalbank Dr Dietrich Rümker

Chairman of the Board of Management of Landesbank Schleswig-Holstein Girozentrale

DGZ·DekaBank 108

Frankfurt am Main, March 2001 DGZ·DekaBank

Deutsche Kommunalbank

Board of Management

Zaß Weber Dr Goose Gutenberger Oelrich Reichert Dr Steinmetz Hans Dietmar Sauer (from 01.03.2001)

Chairman of the Board of Management of Landesbank Baden-Württemberg Walter Schäfer

Chairman of the Board of Managment of Landesbank Hessen-Thüringen Girozentrale

Josef Schmidt (to 31.12.2000) President of the Savings Banks and Giro Association of Baden

Werner Schmidt (to 31.12.2000) Chairman of the Board of Management of Landesbank Baden-Württemberg

Gustav Adolf Schröder

Chairman of the Board of Management of Stadtsparkasse Köln

Dr Friedhelm Steinberg (from 12.05.2000) Deputy Chairman of the Board of Management of Hamburger Sparkasse Hans Otto Streuber

President of the Savings Banks and Giro Association of Rheinland-Pfalz Alexander Stuhlmann

Chairman of the Board of Manage- ment of Hamburgische Landesbank – Girozentrale –

Heribert Thallmair

President of the German Cities’ and Towns’ Association

Karl-Heinz Trautmann

President of the Savings Banks and Giro Association Saar

Jürgen Ullrich (to 30.04.2000) Member of the Board of Management of Hamburger Sparkasse

Dr Michael Weiss

Chairman of the Board of Management of Sachsen LB Landesbank Sachsen Girozentrale

Financial Statements and Group Financial Statements | Certificate of Audit 109

Subsequent to our audit, we have issued with effect from 5 April 2001 the following un- qualified certificate of audit:

"Auditors’ report

We have audited the consolidated financial statements and Group management report of DGZ·DekaBank Deutsche Kommunalbank, Berlin/Frankfurt am Main, as at 31 Decem- ber 2000. The preparation of the consolidated financial statements and Group management report as laid down by German commercial regulations and the supplementary regulations contained in the Bank’s statutes is the respon- sibility of the Board of Management of DGZ·DekaBank Deutsche Kommunalbank. It is our responsibility to form an opinion, based on our audit, on the consolidated financial statements and Group management report.

We conducted our audit of the conso- lidated financial statements in accordance with Section 317 of the German Commercial Code (HGB) and with German Auditing Standards issued by the German Institute of Auditors (IDW). These standards require our audit to be planned and performed in such a way as to permit us to determine with suffi- cient certainty whether the state of affairs of the Group’s assets, financial position and income as contained in the consolidated financial statements drawn up in compliance with generally accepted accounting principles and in the Group management report are free from material misstatement. In forming our opinion, we take into account the informa- tion on the Group’s business operations and its economic and legal affairs as well as the possibility of irregularities or errors. The audit includes evaluation, on a test basis, of the effectiveness of accounting-related internal monitoring systems and of evidence relevant to the amounts and disclosures in the

consolidated financial statements and Group management report. The audit includes evalu- ation of the financial statements of the con- solidated companies, the differentiation of the consolidated companies, the accounting and consolidation principles applied and the main opinions of the Board of Management, as well as the appreciation of the consolidated financial statements and Group management report as a whole. We are of the opinion that our audit represents a sufficiently sound basis for our assessment.

Our audit gave rise to no objections. In our opinion, the Group financial state- ments comply with generally accepted accoun- ting principles and give a true and fair view of the state of affairs of the Group’s assets, finan- cial position and income. The Group manage- ment report gives an overall accurate presen- tation of the state of affairs of the Group and of the risks of future business developments." Frankfurt am Main, 5 April 2001

PwC Deutsche Revision Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Kütter Busch Auditor Auditor

Certificate of Audit

Shareholders, Associated Companies