In the annual general meeting on 18 March 2025, the management and supervisory boards of All for One Group SE proposed a remuneration system for the management board, which was approved by the annual general meeting. The supervisory board based the remuneration system on GCGC specifications. Subject to the following explanations, the remuneration system is fully compliant with the GCGC recommendations although it does deviate from the GCGC recommendations in respect of the following issues.
G.6:
»The share of variable remuneration achieved as a result of reaching long-term targets shall exceed the share from short-term targets.«
Given that the supervisory board can specify a relatively low base salary for a member of the management board, it believes it should be authorised in such instances to offer the relevant member of the management board, even at short notice, attractive remuneration subject to appropriate targets being met. The multi-year performance-based remuneration system is not suitable for such reward as it specifies a four-year waiting period for payment. Our procedure still complies with the caps specified in the remuneration system.
G.7:
»Referring to the forthcoming financial year, the Supervisory Board shall establish the performance criteria for each Management Board Member covering all variable remuneration components; besides operating targets, the performance criteria shall determine to what extent individual targets for each Management Board member – or targets for the entire Management Board as a whole – are decisive for the variable remuneration components.«
G.8:
»Subsequent changes to the targets or comparison parameters shall be excluded.«
Section III. 3 of the remuneration system of the management board provides for the possibility to grant the members of the management board – even after the beginning of the respective financial year – an appropriate special payment as additional short-term or long-term performance-related remuneration. The supervisory board decided on this addition as part of the revision of the remuneration system on 19 March 2025 in order to be able to provide more flexible incentives for projects and measures of the management board which, in the opinion of the supervisory board, are of particular importance for the corporate strategy and development of the company.
G.10 Sentence 1:
»Taking the respective tax burden into consideration, Management Board members’ variable remuneration shall be predominantly invested in company shares by the respective Management Board member or shall be granted predominantly as share-based remuneration.«
The supervisory board does not believe that share-based elements of the remuneration system are appropriate for providing adequate incentive for management board members to implement the corporate strategy and to ensure alignment of the interests of management board and shareholders. The supervisory board believes that the performance criteria specified in the remuneration system, especially the target criterion of a cumulative dividend for the Long Term Incentive, and the authorisation of the supervisory board to specify further individual target criteria for each member of the management board are sufficient.