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Pursuant to IAS 24 (“Related Party Disclosures”), trans- actions with parties controlling or controlled by the Group must be disclosed unless they are included in the entity’s consolidated financial statements as a consolidated company.

Parties related to the TOM TAILOR Group are basically members of the Management Board and Supervisory Board, as well as companies controlled by board members or over which board members can exercise significant influence. Re- lations with joint ventures and associated companies also come under this category.

Joint Ventures and Associated Companies

The TOM TAILOR Group holds an equity interest in a com- pany in Northern Ireland with which it carries out transactions in the course of its normal business.

The Northern Irish company is TT OFF SALE (NI) LTD., Belfast/UK, and its completely owned subsidiary TT OFF SALE (Ireland) LTD., Dublin/Ireland, in which Tom Tailor GmbH holds a 49% direct and indirect interest as part of a franchise cooperation. The franchise partner is re- sponsible for the operational management of TT OFF SALE (NI) LTD. In the reporting year, goods and services were supplied to the Company for EUR 1,024 thousand (2010: EUR 1,052 thousand). Receivables against the Company came to EUR 2,535 thousand and EUR 3,112 thousand as of 31 December 2011 and 31 December 2010 respectively.

Associated Individuals

(a) Management Board

– Mr Dieter Holzer, businessman, Ravensburg, Germany (Chairman of the Management Board)

– Dr Axel Rebien, businessman, Quickborn, Germany – Mr Christoph Rosa, businessman, Schweinfurt, Germany – Dr Marc Schumacher, businessman, Hamburg, Germany

(from 1 July 2011)

In the reporting year, the Management Board members held no other seats on supervisory boards and oversight bodies.

169

Consolidated Financial Statements

Notes to the Consolidated Financial Statements for the Financial Year 2011

Remuneration of Management Board Members

Share-Based Remuneration Systems

On 20 January 2010, the Supervisory Board passed a resolution to implement a share-based remuneration system (matching stock programme or MSP) for members of the Management Board. The MSP will run for 14 years from the day of its initial announcement. The MSP serves to bring about the convergence of Management Board and stockholder interests in the same area.

The MSP includes a total of five tranches. The first tranche was assigned on the date of the initial notice, the others are each assigned one year after the previous tranche. The board members must have an employment or appointment contract with TOM TAILOR Holding AG, must not have handed in or received notice to quit, and must be owners of shares in TOM TAILOR Holding AG (the “MSP shares”) at the time of assignment of each tranche. Each MSP share gives entitlement to the drawing of 0.4 (Chairman of the Board) or three (other board members) phantom stocks per tranche. The exercise of the assigned phantom stocks options is subject to a lock-up period of four years from the date of assignment for each tranche. It will occur automatically within defined exercise windows when the exercise threshold is reached, an MSP profit exists and the participant to the exercise has not objected to it within a given deadline. The exercise threshold is reached if the TOM TAILOR Holding AG share has outperformed the SDAX® _{since the assignment of the relevant tranche. When}

exercised, the members of the Management Board are paid the value of the difference between the exercise price and the base price of all exercised phantom stocks, with income tax and other charges deducted, in the form of TOM TAILOR Holding AG shares. The amount paid, before deduction of income tax and other charges, is capped per tranche at 2.5% of the operating profit (EBITDA) in the last consolidated financial statements of TOM TAILOR Holding AG.

The MSP has been defined and evaluated as a stock- based remuneration paid out in the form of equity instru- ments. Cash payment is not allowed, except for rounding amounts. The fair value to be assigned to the equity in- struments was estimated for all tranches on the basis of a Monte Carlo model, taking into account the conditions under which the phantom stocks were awarded. This takes

into account the modelling of the exercise threshold as well as the simulation of future strike rates and base prices. The following parameters were used as the basis for the calculation of the fair values:

Fair Value Parameters

Tranche 2010 Tranche 2011

Dividend yield 2.50% 2.50%

Term to maturity (in

years) 7.5 – 11.5 8.5 – 11.5

Expected volatility 31.65% – 32.90% 29.25% – 29.70% Risk-free interest rate 3.10% – 3.54% 2.90% – 3.26% Share price on

measurement date EUR 12.85 EUR 13.91

SDA X® _{price on}

measurement date 3,832.91 5,466.82

Expected volatility

SDA X® _{19.23% – 19.56% 19.05% – 19.46%}

The time period selected in each case was the time period from the evaluation date to the end of the waiting period for each tranche. The expected volatility of the stock, given a lack of available historical data, was derived on the basis of comparable listed companies. The expected volatility is based on the assumption that future trends can be ex- trapolated from historic volatility, so the actual volatility which occurs may deviate from the assumptions made. At each balance sheet date, the company checks its estimates in relation to both the quantity of equity instruments and the parameters. Deviations from the initial evaluation of the options are adjusted for and captured in the statement of profit and loss. In the reporting year a change in valuation was carried out, based on new information, in relation to the fluctuation assumptions under IAS 8. The changes re- sulting from this were taken in the statement of profit and loss.

The weighted average of the fair values calculated on the basis of these parameters for the phantom stocks assigned during the reporting period is EUR 3.12 or EUR 3.14 for the phantom stocks issued the previous year.

As part of the MSP the boards have declared a total of 282,000 MSP shares under the programme, of which 72,500 MSP shares were declared in the current financial

year. 209,500 MSP shares were declared in 2010 at a base price of EUR 13.00 as well as the 72,500 newly declared MSP shares at a base price of EUR 13.63. These declared MSP shares give entitlement to the exercise of a total of 925,000 phantom stocks (including 220,000 phantom stocks which relate to the MSP shares declared for 2011). On the balance sheet date all phantom stocks are out- standing and not exercisable. The remuneration claims which existed for Mr Rosa are cancelled due to the fact that the Supervisory Board has been informed that his Management Board contract is not being renewed past 31 January 2013. The share of the provision created on 31 December 2010 for Mr Rosa was taken back in full in the current financial year.

The MSP results in an annual expense for stock-based remuneration paid out in the form of equity instruments of EUR 25 thousand.

In relation to the long-term incentive programme (LTI) remuneration system please see the explanation under 20. “Other provisions”.

Committee Remuneration

EUR thousand 2011 2010

Salaries and current benefits 3,418 3,326 Non-recurring payments as part of the IPO – 2,155

Other non-current benefits (LTI) 477 304

Non-current share-based payments (MSP) 164 331 4,059 6,116

The fixed and variable remunerations were either paid during the course of the year or became due for payment shortly after the closure of the annual accounts. Long- term performances are variable and include entitlements by the members of the board at the balance sheet date under the MSP and LTI programmes of a total of EUR 1,066 thousand (2010: EUR 635 thousand). These entitlements will be paid out at the earliest in 2013 or 2014. Presentation of data for individual payments to board members is made, as required by § 314 (1) No. 6a sentences 5–8 of the Commercial Code (HGB), in the Group Management Report: please see there for more details.

Relations With Associated Persons

With a contract document dated 28 November 2008, Tom Tailor GmbH has agreed on a contract with Mr Georg Michael Rosa, the father of board member Christoph Rosa, relating to the rental of business premises with the purpose of running a direct retail store in Schweinfurt from 1 January 2009. These are sales areas including office and adjoining rooms with an area of approx. 550 m². The lease term is five years. The annual net rent from 2011 is EUR 230 thousand.

A provision has been made of EUR 108 thousand as de- termined under IAS 19 for pension commitments for past members of management and their survivors (2010: EUR 98 thousand).

Shares Held by Members of the Management Board As of 31 December 2011 and 31 December 2010 respec- tively, the board held the following number of shares:

Shares Held by Members of the Management Board

Number of shares 31/12/2011 Number of shares 31/12/2010 Dieter Holzer 260,610 259,010 Christoph Rosa 21,000 16,500 Dr Axel Rebien 12,000 11,000 (b) Supervisory Board

At the extraordinary General Meeting on 4 March 2010 the new wording of the statutes for TOM TAILOR Holding AG was agreed. With this change to the statutes, the Super- visory Board was expanded by three members to six members.

It consists of the following members:

– Mr Uwe Schröder, businessman, Hamburg, Germany (Chairman)

– Mr Thomas Schlytter-Henrichsen, businessman, Königstein/Taunus, Germany (deputy chairman) – Mr Andreas W. Bauer, businessman, Munich, Germany – Mr Andreas Karpenstein, lawyer, Düsseldorf, Germany – Mr Dr Christoph Schug, company owner,

Mönchengladbach, Germany

– Mr Gerhard Wöhrl, businessman, Munich, Germany

171

Consolidated Financial Statements

Notes to the Consolidated Financial Statements for the Financial Year 2011

In accordance with the Articles of Association, the mem- bers of the Supervisory Board receive, in addition to the reimbursement of their expenses, a fixed remuneration of EUR 40 thousand, with the Chairperson receiving EUR 150 thousand and the Deputy Chairperson receiving EUR 75 thousand (in each case plus VAT, if applicable). This remuneration is due following the end of the Annual General Meeting at which the consolidated financial statements for the respective financial year is accepted, or a decision is made with respect to its approval.

Mr Uwe Schröder (chairman) has direct shares in TOM TAILOR Holding AG. Schröder Consulting GmbH as an associated person of Mr Uwe Schröder draws spon- sorship payments from Tom Tailor GmbH in the context of polo sports and the brand presence of TOM TAILOR. In 2011 sponsorship payments were made for a total of EUR 350 thousand.

An employment relationship exists between TOM TAILOR Holding AG and the son of Supervisory Board Chairman Uwe Schröder, Mr Oliver Schröder. Mr Oliver Schröder has been employed by the TOM TAILOR Group since 1998. Mr Thomas Schlytter-Henrichsen (Deputy Chairman) has indirect shares in TOM TAILOR Holding AG.

As of 31 December 2011, the following Supervisory Board members had direct shares: Dr Christoph Schug 18,400 shares and Mr Bauer 2,000 shares.

Mr Gerhard Wöhrl is majority shareholder of Rudolf Wöhrl AG, for whom he has also acted as Chairman of the Manage- ment Board until 31 March 2010. In 2011 the TOM TAILOR Group had a sales turnover of around EUR 3.9 million with Rudolf Wöhrl AG. The level of outstanding trade debtors in this respect at 31 December 2011 was EUR 249 thousand.

Additional Board Seats held by Supervisory Board Members

The Supervisory Board members for TOM TAILOR Holding AG are also members of an official body at the following companies:

Uwe Schröder (Chairman of the Supervisory Board) – Member of the Advisory Board at eterna Mode GmbH,

Passau, Germany

– Managing Director of Schröder Consulting GmbH, Flensburg, Germany

– Member of the Advisory Board of Kassenhalle Restaurant GmbH & Co. KG, Hamburg, Germany

– Chairman of the Management Board of the Association of Finished Goods Importers (VFI) (non-profit), Hamburg, Germany

– Member of the Supervisory Board (Chairman) for Hansischen Treuhand AG, Hamburg, Germany Thomas Schlytter-Henrichsen (Deputy Chairman of the Supervisory Board)

– Managing Director of ALPHA Beteiligungsberatung (Investment Consultancy) GmbH & Co. KG, Frankfurt am Main, Germany

– Managing Director of ALPHA Management GmbH, Frankfurt am Main, Germany

– Managing Director of ACapital Beteiligungsberatung GmbH, Frankfurt am Main, Germany

– Managing Director of Agrippina S.à.r.l., Luxembourg – Managing Director of Bulowayo GmbH, Königstein/

Taunus, Germany

– Member of Supervisory Board of ALPHA ASSOCIES Conseil SAS, Paris, France

– Member of Supervisory Board of Nero AG, Karlsbad, Germany

Andreas W. Bauer

– Partner Roland Berger Strategy Consultants, Munich, Germany

Andreas Karpenstein

– Partner and Managing Director Raupach & Wollert Elmendorff Rechtsanwaltsgesellschaft mbH (lawyers), Düsseldorf, Germany

– Managing Director of Herceus Grundstücks- Vermietungsgesellschaft mbH, Düsseldorf, Germany

– Member of the Supervisory Board (Deputy Chairman) for Trusted Advice AG, auditors and accountants, Düsseldorf, Germany

Dr Christoph Schug

– Managing Director of Consulta Verwaltungs- und Treuhand GmbH, Mönchengladbach, Germany – Member of the Supervisory Board of Baden-Baden

Cosmetics Group AG, Baden-Baden, Germany

– Member of the Supervisory Board of Norma Group AG, Maintal, Germany

Gerhard Wöhrl

– Managing Director of Gerhard Wöhrl

Beteiligungsgesellschaft mbH, Reichenschwand, Germany

– Managing Director of GOVAN Beteiligungs GmbH, Reichenschwand, Germany

– Managing Director of GOVAN Holding GmbH & Co. KG, Reichenschwand, Germany

– Managing Director of GOVAN Verwaltungs GmbH, Reichenschwand, Germany

– Managing Director of GVC Gesellschaft für Venture Capital Beteiligungen mbH, Munich, Germany – Member of the Advisory Board for the Nuremberg

Savings Bank (Sparkasse Nürnberg), Nuremberg, Germany

– Member of the Advisory Board (Chairman) of TETRIS Grundbesitz GmbH & Co. KG, Reichenschwand, Germany

– Member of the Advisory Board (Chairman) for TETRIS Grundbesitz Beteiligungsgesellschaft mbH, Reichenschwand, Germany

DISCLOSURES ON SHAREHOLDINGS IN TOM TAILOR