Operating procedures for management and supervisory boards

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 chair of the supervisory board coordinates the board's work and chairs its meetings. The supervisory board has also appointed a human resources and an audit committee. 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. The supervisory board also meets regularly without the management board being present.

Pursuant to Article 7 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 chair of the supervisory board decides whether management board members should 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. Information on the members and chairs of the supervisory board committees is provided on the Company's website under Management and Supervisory Boards. There are currently no committees at management board level.

INDEPENDENCE OF SUPERVISORY BOARD MEMBERS

The shareholder representatives on the supervisory board have determined what they consider to be an appropriate number of independent shareholder representatives on the supervisory board, taking into account the Company's ownership structure. More than half of all supervisory board members representing the shareholders are, accordingly, required to be independent of the Company and its management board. Moreover, at least one shareholder representative is required to be independent of the controlling shareholder, and of the Company and its management board. The supervisory board in its current composition meets these requirements. The number and names of the independent shareholder representatives can be found below.

In its assessment of independence, the supervisory board has examined in detail the indicators listed in the current version of the German Corporate Governance Code. None of the indicators listed in the Code contradict the supervisory board's assessment of independence, nor are any other reasons apparent that contradict this assessment.

One point requiring further explanation is the classification of supervisory board chair Josef Blazicek as »independent« of the Company and its management board. Josef Blazicek is considered to be independent despite having been a member of the Company's supervisory board for currently just over 14 years (as of November 2023).

In his role as chair of the supervisory board, he has always fulfilled his duties on the supervisory board in a dutiful and proper manner and with particular care. The other shareholder representatives on the supervisory board are therefore convinced of his impartiality. The fact that he has been a member of the supervisory board for many years is not cause for doubt. There are no other reasons that could stand in the way of his independence. In particular, there is no material business relationship between Josef Blazicek and the Company or any of its dependent companies.

Karl Astecker's independence of both the Company and its management board also requires examination. Karl Astecker currently provides consulting services that the Company pays for. This constitutes a material business relationship with the Company.

Despite providing advice for payment, Karl Astecker is deemed to be independent. The other shareholder representatives on the supervisory board believe that the nature and scope of the consultancy mandate and the potentially owed remuneration for the same do not constitute the threat of a material conflict of interest on the part of Karl Astecker.

The independence of Dr Rudolf Knünz and Paul Neumann from the Group and its management board is explained in more detail below. Knünz Invest Beteiligungs GmbH and Nucleus Beteiligungs GmbH lent money to one of the Co-CEOs – Michael Zitz – last financial year. Knünz Invest Beteiligungs GmbH is solely owned by Knünz GmbH, in which Dr Rudolf Knünz holds the majority stake. Nucleus Beteiligungs GmbH is solely owned by Paul Neumann. As such, these two supervisory board members maintain indirect business relations with Michael Zitz. Nevertheless, the relevant supervisory board members are deemed to be independent. The loans were granted at arm’s length terms for the purpose of purchasing shares in All for One Group. Michael Zitz is entitled to terminate the loan contracts at any time. The supervisory board believes that the loans do not constitute a business transaction – neither for Dr Rudolf Knünz and Paul Neumann nor for Michael Zitz – that could give rise to material conflicts of interest in respect of their activities on All for One Group’s boards. If, however, such conflicts of interest might seem possible in a specific instance, the persons involved will abstain when the relevant decisions are being made. As such, the supervisory board is satisfied that neither Dr Rudolf Knünz and Paul Neumann nor Michael Zitz are or could be impaired at any time in the performance of their duties.

ASSESSMENT OF THE WORK OF THE SUPERVISORY BOARD

The supervisory board regularly assesses the effectiveness of its own and its committees performance of their duties. Self-assessment is based on a specific catalogue of criteria that the supervisory board has drawn up for this specific purpose.

AGE LIMIT AND LONG-TERM SUCCESSION PLANNING FOR THE MANAGEMENT BOARD

The supervisory board has set the age limit for the initial appointment or reappointment of members to the management board at 67 years.

The supervisory and management board consult with each other on the timing and appropriate measures to ensure suitable long-term appointments to management board vacancies. Particular attention is paid to outstanding professional qualifications, experience in the industry, many years of management experience and personal suitability. The diversity targets set for this purpose are taken into account.

COMPETENCE PROFILE OF THE SUPERVISORY BOARD AND ITS COMMITTEES

The supervisory board has defined specific objectives governing its composition and has drawn up a corresponding competence profile set for the board as a whole and for its audit committee, in particular. This profile was aligned with the current recommendations of the German Corporate Governance Code. It forms the basis for all election proposals submitted to the annual general meeting. The objectives and competence profile can be found on the Company's website under www.all-for-one.com/supervisory-board. The individual areas of competence and progress with implementing the defined objectives are listed below for each individual, together with an assessment of the independence of the shareholder representatives on the supervisory board:

Area of competence	Josef Blazicek	Paul Neumann	Dr Rudolf Knünz	Karl Astecker	Maria Caldarelli	Andé Krüger
Sector expertise	X	X	X	X	X	X
Sustainability expertise	X	X	X	X	X	X
International experience	X	X	X	X	X	X
Accounting expertise	X	X	X	No	No	No
Auditing expertise	X	X	X	No	No	No
Management board experience in a listed company	X	X	X	X	n.a.	n.a.
Independent of the Company and its management board	X	X	X	X	n.a.	n.a.
Independent of the majority shareholder	X	No	No	X	n.a.	n.a.

At least one member of the supervisory board is an expert with the requisite scope of specialist knowledge in the field of accounting and one other in the field of auditing. At present, these are Paul Neumann who chairs the audit committee, Josef Blazicek who is also on the audit committee, and Dr Rudolf Knünz. By virtue of his training and position as CEO of Unternehmens Invest AG (UIAG), Paul Neumann has extensive accounting and auditing experience. Having spent many years buying and selling companies and working on investment projects, Josef Blazicek has extensive knowledge of both areas.

In addition, moving forward, the supervisory board is now also required to possess sufficient expertise in the field of sustainability to enable it to competently address the issue of sustainability with regard to the Company, whereby individual members of the supervisory board may contribute expertise in specific relevant areas of sustainability. In particular, the supervisory board is required to possess the requisite professional skills to enable it to oversee how environmental and social sustainability are incorporated into the strategic orientation and budgeting processes of the Company.

The entire supervisory board currently meets this requirement; Paul Neumann and Josef Blazicek have a particularly in-depth understanding of sustainability issues. For years, the two gentlemen have been addressing sustainability issues in their respective functions as CEO of UIAG and long-term member of various supervisory boards. These issues are becoming increasingly important, especially in the financial sector and for investors in general, not least in view of the »European Green Deal« and, particularly, the EU Taxonomy Regulation.

Added to which, sustainability has already been occupying a key role in the corporate culture and strategy of All for One Group for many years and is increasingly gaining in importance. In addition, extended legal requirements, such as the Act on Corporate Due Diligence in Supply Chaina [Lieferkettensorgfaltspflichtengesetz, LkSG] and the upcoming EU Corporate Sustainability Due Diligence Directive (CSDD) as well as the EU Regulation regarding corporate sustainability reporting (CSRD), influence the importance of sustainability aspects.

Against this background, the employee representatives on the supervisory board of All for One Group SE, Maria Caldarelli (Executive Director Legal & Integrity) and André Krüger (Head of Ecosystem Management), deal continuously with these issues as part of their normal work for the Company.

When proposing candidates for election to the supervisory board, the supervisory board generally considers an age limit of 70 years at the time of election. In the case of nominations for re-election of a supervisory board member, an age limit of 75 years at the time of re-election applies as a general rule.

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