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Deviations from the Corporate Governance Code’s recommendations

The management board and supervisory board of All for One Group AG hereby declare that since its publication on 24 April 2017 the recommendations of the German Government Com­mission for the German Corporate Governance Code as amended on 7 February 2017, have been complied with, are currently being complied with, and will continue to be complied with in the future except for the deviations outlined below.

The following points are deviations from the code’s recommendations:

The management board and supervisory board believe that the supervisory board performs its duties to the fullest extent and in a highly responsible and motivated manner even without a deductible; therefore the D&O insurance will continue to not include a deductible for the members of the company’s supervisory board.

The management and supervisory boards believe that a clear perspective regarding compen­sation is an essential requirement for recruiting the best-possible candidates. Therefore, the employment contracts for the members of the management board do not provide for any limi­tation to compensation in cases of premature termination of their management-board duties.

The management and supervisory boards believe that the time limitation of the judicial appoint­ment of supervisory board members until the next annual general meeting may influence the independence of the judicially appointed member and therefore does not seem appropriate. The management board will also only apply for the judicial appointment of a candidate that has been approved by the shareholders’ representatives in the supervisory board and in their opinion is an ideal candidate for the position.

Filderstadt, 22 September 2018

Conformity Declarations

Here you can find the current conformity declaration and conformity declarations from past years.

DIVERSITY STRATEGY

The key criteria we look out for when filling vacancies and jobs are qualifications, professional competence and »cultural fit«. Likewise, we promote equal opportunities for men and women in management and strive to include a reasonable proportion of women. At management level, for example, we offer part-time models to improve the work-life balance, as well as generally allowing home office work and helping with the identification and selection of individual childcare models. We also run special recruiting campaigns to appeal specifically to female applicants.

When composing the management board, the supervisory board evaluates potential candidates from both a personal and professional perspective with particular focus on criteria such as familiarity with the industry, experience, professional expertise or international experience. Candidates proposed to the annual general meeting for election to the supervisory board are selected on the basis of the skill set defined for the supervisory board and the objectives set by the supervisory board with regard to the composition of the board as a whole.

In summer 2015, we defined »diversity targets« that serve to guide us in the long term. We had set ourselves the target of raising the share of women at second management level at All for One Steeb AG (parent company, excluding subsidiaries) to at least 10% (30 Sep 2018: 0%, 30 Sep 2017: 0%), and at the company's third management level to at least 20% (30 Sep 2018: 18%, 30 Sep 2017: 20%). In financial year 2017/18 there were no changes (in respect of people or positions) at second management level, and no vacancies required filling. At third management level, we dropped slightly below target after achieving it the year previously (30 Sep 2017: 20%; 30 Sep 2018: 18%) . We were unable to shortlist any suitable – in-house or external – female candidates for the few vacancies that required filling over the course of financial year 2017/18. We plan to use our »UpTalent« human capital development programme, which we designed in financial year 2017/18 and launched in financial year 2018/19 – to prepare selected members of staff to take on management responsibility, and hope it will help us achieve our diversity targets in future.

In financial year 2017/18 there were no changes (in respect of people or positions) at second management level, and no vacancies required filling. At third management level, we dropped slightly below target after achieving it the year previously (30 Sep 2017: 20%; 30 Sep 2018: 18%) . We were unable to shortlist any suitable – in-house or external – female candidates for the few vacancies that required filling over the course of financial year 2017/18. We plan to use our »UpTalent« human capital development programme, which we designed in financial year 2017/18 and launched in financial year 2018/19 – to prepare selected members of staff to take on management responsibility, and hope it will help us achieve our diversity targets in future.

Since the composition of our supervisory board remains subject to one-third co-determination, the »minimum diversity quotas« specified by law to achieve equal representation on supervisory boards still do not apply to us. Accordingly, our supervisory board decided in May 2015 to increase the proportion of women on the supervisory board to at least 16.66% and to set a target of 20% for female representation on the management board.

Here again, we only partially achieved our long-term goals. Following new elections in financial year 2017/18, we were able to raise the share of women on the supervisory board to 16.66% (30 Sep 2017: 0%), while the share of women on the management board remained unchanged at 0% (30 Sep 2017: 0%). In financial year 2017/18, there were still no plans to increase the size of the management board from its present two members. During the discussions surrounding the premature extension of the management board contracts, which were due to expire on 30 September 2019 and were extended in November 2018 by a further four years until 2023 as part of the implementation of our strategy offensive 2022, the supervisory board decided to continue its successful collaboration with the same two-member management board.

The aforementioned diversity targets remain valid in a longer-term perspective.

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OPERATING PROCEDURES FOR THE MANAGEMENT AND SUPERVISORY BOARDS; COMPOSITION AND OPERATING PROCEDURES FOR THEIR COMMITTEES

The management and supervisory boards work together closely and in an atmosphere of trust in the interests of the company. The chairman of the supervisory board coordinates the board's work and chairs its meetings. The supervisory board has also appointed committees. The management board generally attends supervisory board meetings, submits written and verbal reports on individual agenda items and proposals for resolution, and answers any questions posed by supervisory board members.

Pursuant to Article 6 of the company's statutes, the supervisory board appoints the members of the management board and determines the rules of procedure and delegation of responsibilities for the management board. The chairman of the supervisory board decides whether management board members need to attend supervisory board meetings. The supervisory board has also determined rules of procedure for itself and for its committees. In its report to the annual general meeting each year, the supervisory board discusses its activities and those of its committees.

The supervisory board has defined specific objectives governing its composition. In addition to requiring sector expertise from all supervisory board members, it has also defined a more detailed skill set for the board as a whole. It forms the basis for all election proposals submitted to the annual general meeting.

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