Declaration Of Compliance

Declaration Of Compliance

Corporate Governance Declaration in Accordance with section 289f of the Handelsgesetzbuch (HGB – German Commercial Code)

DECLARATION OF COMPLIANCE IN ACCORDANCE WITH SECTION 161 OF THE AKTIENGESETZ (AKTG – GERMAN STOCK CORPORATION ACT)

The Management Board and the Supervisory Board of TOM TAILOR Holding SE submitted a declaration of compliance in accordance with section 161 AktG in December 2019.

Text of the Declaration by the Management Board and the Supervisory Board of TOM TAILOR Holding SE on the German Corporate Governance Code in Accordance with Section 161 AktG (Declaration of Compliance)

TOM TAILOR Holding SE, Hamburg
ISIN: DE000A0STST2

Since submitting its most recent Declaration of Compliance in October 2019, TOM TAILOR Holding AG has complied with the recommendations of the Government Commission on the German Corporate Governance Code published by the Federal Ministry of Justice in the Federal Gazette, most recently in the version dated 7 February 2017, with the exception of section 4.1.3 sentence 2 (compliance management system), section 4.2.3 (remuneration of Management Board members), (section 5.4.1 (2) sentence 1, (4) sentence 1 (profile of skills of the Supervisory Board), section 5.4.6 (1) sentence 2 (remuneration of Supervisory Board members), and section 7.1.2 sentence 3 (financial statements):

1. In April 2017, the Management Board began developing and introducing a specific Group-wide compliance management system within the meaning of section 4.1.3 sentence 2 of the German Corporate Governance Code (GCGC). This system provides the framework for taking suitable measures aligned with the Company’s risk situation to ensure that all statutory provisions and internal corporate guidelines are observed. This compliance management system was further expanded in 2019 again, with data privacy compliance remaining a focal point.

2. The financial agreements reached with Dr Lenz and Mr Werner may differ from the requirements set out in section 4.2.3 (2) sentence 3 of the German Corporate Governance Code. Although the monetary remuneration elements comprise both fixed and variable components, the variable remuneration components are not measured on the basis of a forward-looking multi-year assessment, with a few exceptions. Instead, they are each tied to the achievement of financial targets for the years 2019, 2020 and 2021 as set out in the restructuring plan for the Group. However, it has been contractually agreed that once the restructuring plan has been implemented no later than 1 January 2022, this calculation basis will be replaced by criteria that fully meet the requirements of section 4.2.3 (2) sentence 3 of the German Corporate Governance Code. Until this point, the restructuring of the Group takes top priority in the view of the Supervisory Board.

3. In the Supervisory Board’s assessment, its members possess all of the skills and expertise required for the Supervisory Board’s activities to be conducted efficiently. Hence, the Supervisory Board does not consider it necessary at this time to write up a special profile of skills and expertise as stipulated in the GCGC recommendation in section 5.4.1 (2) sentence 1. The candidates proposed by the Supervisory Board to the Annual General Meeting therefore cannot – as stipulated in section 5.4.1 (4) sentence 1 of the GCGC – aim to fill out a special profile of skills and expertise, and the status of implementation is not published in the Corporate Governance Statement as recommended in section 5.4.1 (4) sentence 2 of the GCGC.

4. In a departure from the recommendation in section 5.4.6 (1) sentence 2 of the GCGC, the position of deputy chairman is not considered in the remuneration of the Supervisory Board members, since the deputy chairman does not currently fulfil any additional duties that would result in a greater burden on the deputy chairman than on a regular member of the Supervisory Board.

5. In a departure from section 7.1.2 sentence 3 GCGC, the consolidated financial statements and Group management report were not made publicly accessible within 90 days of the end of the financial year. This was due to the additional organisational demand and time required for the capital increase carried out in February and the ongoing negotiations between the Company, the syndicate banks and the major shareholder Fosun regarding a final financing structure. The Management Board plans to meet the deadlines going forward.

TOM TAILOR Holding SE intends to comply with the recommendations of the German Corporate Governance Code in future as well – with the exception of the deviations listed above.

Hamburg, December 2019

_{This Declaration of Compliance and all previous Declarations of Compliance are published on TOM TAILOR Holding SE’s website at http://ir.tom-tailor-group.com.}

DECLARATION OF COMPLIANCE IN ACCORDANCE WITH § 161 OF THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ / AKTG)

THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF TOM TAILOR HOLDING SE SUBMITTED A DECLARATION OF COMPLIANCE IN ACCORDANCE WITH SECTION 161 AKTG IN DECEMBER 2019.

TEXT OF THE DECLARATION BY THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF TOM TAILOR HOLDING SE ON THE GERMAN CORPORATE GOVERNANCE CODE IN ACCORDANCE WITH SECTION 161 AKTG (DECLARATION OF COMPLIANCE)

TOM TAILOR HOLDING SE, HAMBURG
ISIN: DE000A0STST2

Since the last Declaration of Compliance was issued in October 2019, TOM TAILOR Holding SE has complied with the recommendations of the Government Commission on the German Corporate Governance Code published by the German Federal Ministry of Justice in the Federal Gazette recently in the latest version dated 07 February 2017 with the exception of clause 4.1.3 sentence 2 (Compliance Management System), clause 4.2.3 paragraph 2 sentence 3 (Remuneration for Members of the Management Board), clause 5.4.1 paragraph 2 sentence 1, paragraph 4 sentence 1 (Overall Profile of Skills and Expertise for the Supervisory Board), clause 5.4.6 paragraph 1 sentence 2 (Compensation for Members of the Supervisory Board) and clause 7.1.2 sentence 3 (Financial Reporting):

• Since April 2017 Management Board has started with the preparation and implementation of a specific Compliance Management System across the group within the meaning of clause 4.1.3 sentence 2 German Corporate Governance Code (GCGC). This system provides appropriate measures reflecting the company’s risks situation in order to ensure that all provisions of law and the company’s internal policies are complied with. This Compliance Management System has also been extended in the year 2019. Remaining issue in the focus was data protection compliance.

• The contracts for the Management Board members Dr. Gernot Lenz and Christian Werner provide financial arrangements which possibly deviate from the recommendation in clause 4.2.3 paragraph 2 sentence 3 of German Corporate Governance Code. Indeed, monetary remuneration comprises fixed and variable components. Though variable components have - with few exceptions - not a multiple-year assessment basis. Rather they are each bound by the achievement of the financial targets for the years 2019, 2020 and 2021 laid down in the restructuring concept. It is, however, contractually agreed that after implementation of the reorganization concept, at the latest by 1.1.2022, these calculation bases shall be replaced by criteria which fully comply with the requirements of the recommendation in clause 4.2.3 paragraph 2 sentence 3 of German Corporate Governance Code. Up to this point in time, restructuring the group is a top priority from the Supervisory Board's point of view.

• According to appraisal of Supervisory Board its members fulfil all fields of competence which are required for an efficient activity of Supervisory Board. Currently, Supervisory Board has considered the determination of an overall profile of skills and expertise within the meaning of section 5.4.1 paragraph 2 sentence 1 GKGC as not required. Therefore, proposals by the Supervisory Board to the General Meeting for appointment of new Supervisory Board members will not aim at fulfilling the overall profile of required skills and expertise of Supervisory Board within the meaning of clause 5.4.1 paragraph 4 sentence 1 GCGC. In consequence, Corporate Governance Report does not publish information about the implementation status according to clause 5.4.1 paragraph 4 sentence 2 GCGC.

• In deviation from the recommendation in clause 5.4.6 paragraph 1 sentence 2 GCGC, the position of Vice Chairman of the Supervisory Board of the Supervisory Board is not considered when setting compensation for Supervisory Board members. The Vice Chairman of the Supervisory Board does not currently undertake any additional duties which would represent a greater burden compared to those of a regular Supervisory Board member.

• In deviation from clause 7.1.2 sentence 3 GCGC, the consolidated financial statements and the group management report have not been made publicly accessible within 90 days from the end of the financial year. Reason for that have been organizational and temporal additional expenses, which accrued through the capital increase in February as well as the continuous negotiations between the company and the consortium banks as wells as the majority shareholder Fosun with regard to the final financing structure. For the future management board plans to meet the deadlines again.

TOM TAILOR Holding SE intends to comply with the recommendations of the German Corporate Governance Code in future as well – with the deviations listed above.

Hamburg, December 2019