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Declaration Of Compliance

Declaration Of Compliance

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WORDING OF THE DECLARATION MADE BY THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF TOM TAILOR HOLDING AG PURSUANT TO SECTION 161 AKTG ON THE GERMAN CORPORATE GOVERNANCE CODE (DECLARATION OF CONFORMITY)

TOM TAILOR Holding AG, Hamburg
ISIN: DE000A0STST2

The Management Board and Supervisory Board of TOM TAILOR Holding AG hereby declare, pursuant to section 161 (1)(1) of the German Companies Act (AtkG), that, since the time of its IPO in March 2010, TOM TAILOR Holding AG has complied, and that it continues to comply, with the recommendations made by the Government Commission on the German Corporate Governance Code, initially in the version dated 18 June 2009 and then, since it has applied, in the version dated 26 May 2010, subject to the following exceptions:

  • In derogation of the recommendation set out in clause 5.1.2 of the German Corporate Governance Code (GCGC), the Supervisory Board has not set any age limit for members of the Management Board in the latter’s contracts of employment over and above the standard retirement age. The Supervisory Board has not yet seen any need to introduce an age limit but intends to address the issue as and when required.
  • Contrary to the recommendation set out in clause 5.1.3 of the GCGC, the Supervisory Board had until now issued no rules of procedure. To date, the Supervisory Board has performed its duties on the basis of detailed statutory provisions and the detailed provisions set out in the Company’s articles of association. At its meeting held on 8 December 2010, the Supervisory Board set up two committees. After the committees started work, the Supervisory Board also planned to issue rules of procedure that would also cover the work performed by the committees. These rules of procedure have now been passed, meaning that the Company now complies with clause 5.1.3 GCGC.
  • At present, the Supervisory Board does not intend to set up a nomination committee within the meaning of clause 5.3.3 GCGC. Given that it consists of 6 members, the Supervisory Board is of the opinion that it is able to appoint new members based on proposals made by the plenary board if necessary.
  • In derogation of the recommendation set out in clause 5.4.1 (2), no age limit has been set for the Supervisory Board. TOM TAILOR Holding AG does not believe that it makes sense to limit the options available for election candidates by imposing an age limit.
  • In derogation of the recommendation set out in clause 5.4.6 (1) and (2) GCGC, the members of the Supervisory Board do not receive any variable remuneration that is linked to the Company’s performance, but fixed remuneration in an amount that differs for the Chairman, the Deputy Chairman and the other members of the Supervisory Board. TOM TAILOR Holding AG believes that this system makes sense, because the Supervisory Board is responsible for exercising its supervisory function irrespective of the Company’s performance and financial situation. The Company intends to make a decision on separate remuneration for activities performed in committees at an appropriate point in time, i.e. when the Company deems this to be expedient in light of the additional work required.
  • Contrary to the recommendation set out in clause 7.1.2 (1) GCGC, the quarterly and half-yearly figures have to date not generally been discussed with the Supervisory Board prior to their publication. The original intention was to assign responsibility for this discussion to the Audit and Finance committee that has now been set up. The Company now intends to comply with the recommendation, i.e. starting with the quarterly figures published for the first quarter of 2011.


Hamburg, 28 February 2011

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