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Declaration Of Compliance

Declaration Of Compliance

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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 2016.

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 December 2015, TOM TAILOR Holding SE 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 5 May 2015, with the exception of section 5.1.2 (age limit for members of the Management Board), section 5.3.3 (formation of a nomination committee), and section 5.4.1 sentence 2 (age limit for members of the Supervisory Board). TOM TAILOR Holding SE intends to comply with the recommendations of the German Corporate Governance Code (“GCGC”) in future as well – with the exception of the deviations listed below:

  • In a departure from the recommendation contained in section 5.1.2 of the GCGC, the Supervisory Board has not currently specified an age limit for the members of the Management Board above and beyond the universal retirement age specified in the Management Board employment contracts because it believes that a general age limit for Management Board members would restrict the Supervisory Board’s options when selecting suitable members of the Management Board. Although the Supervisory Board has not seen a reason to specify such a limit to date, it intends to deal with this matter when a concrete occasion arises.
  • The Supervisory Board has no plans at present to establish a nomination committee within the meaning of section 5.3.3 of the GCGC.
    Because it is composed of six members, the Supervisory Board considers itself to be in a position to appoint new members based on a suggestion by the full Board, should this become necessary.
  • In a departure from the recommendation contained in section 5.4.1 sentence 2, no age limit has been specified for the Supervisory Board. TOM TAILOR Holding SE believes that it would not be expedient to restrict its possibilities for proposing new members as a result of an age limit, as this would restrict the available choice of experienced candidates in particular.

Hamburg, December 2016.

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