1&1 : Convening and Agenda of the Annual General Meeting (Einberufung und Tagesordnung HV2026 en)

About this update from 1&1 Ag

Invitation to the Annual General Meeting 2026 Minimum information pursuant to Section 125 (1) German Stock Corporation Act (AktG) in connection with Section 125 (5) AktG, Article 4 (1) and Table 3 Blocks A to C of the Annex to Implementing Regulation (EU) 2018/1212 Type of Information Description A. Specification of the message 1. Unique identifier of the event DE0005545503-GMET-202605 2. Type of message Meeting notice of a General Meeting [format pursuant to Implementing Regulation (EU) 2018/1212: NEWM] B. Specification of the issuer 1. ISIN DE0005545503 2. Name of issuer 1&1 AG C. Specification of the meeting 1. Date of the General Meeting 20.05.2026 [format pursuant to Implementing Regulation (EU) 2018/1212: 20260520] 2. Time of the General Meeting 11:00 hrs. (CEST) [format pursuant to Implementing Regulation (EU) 2018/1212: 09:00 UTC] 3. Type of the General Meeting Ordinary General Meeting [format pursuant to Implementing Regulation (EU) 2018/1212: GMET] 4. Location of the General Meeting Alte Oper, Opernplatz 1, Mozartsaal, 60313 Frankfurt am Main, Germany 5. Record Date 28.04.2026, 24:00 hrs. (CEST) [format pursuant to Implementing Regulation (EU) 2018/1212: 20260428; 22:00 UTC] 6. Uniform Resource Locator (URL) https://www.1und1.ag/investor-relations/hv2026 Further information on the convening of the general meeting (blocks D to F of Table 3 of the annex to Implementing Regulation (EU) 2018/1212): Further information on the participation in the general meeting (Block D), the agenda (Block E) as well as the indication of deadlines for the exercise of other shareholder rights (Block F) can be found on the following website: https://www.1und1.ag/ investor-relations/hv2026 Convenience Translation (The text decisive for the invitation to the annual general meeting of 1&1 AG is the one written in the German language.) Announcement of the annual general meeting We invite the shareholders of our company to the annual general meeting on Wednesday, 20 May 2026, at 11:00 a.m. in the Alte Oper Opernplatz 1, Mozartsaal, 60313 Frankfurt am Main. 1&1 AG Montabaur ISIN DE0005545503/WKN 554 550 Unique identifier of the event: DE0005545503-GMET-202605 Agenda Presentation of the adopted annual financial statements and the approved consolidated annual financial statements per 31 December 2025, the combined management report for the company and the Group (including the explanatory report on the information pursuant to Sections 289a, 315a Commercial Code [ Handelsgesetzbuch; HGB ]), the report of the Supervisory Board for fiscal year 2025 and the Management Board proposal for the appropriation of the unappropriated retained earnings for fiscal year 2025. The above documents can be retrieved from the Company's website at https://www.1und1.ag/investor-relations/hv2026 from the day of the announcement of the general meeting. The documents will also be accessible there during the general meeting and will also be available for inspection during the general meeting. The Supervisory Board has approved the annual financial statements and the consolidated annual financial statements prepared by the Management Board pursuant to Section 172 AktG; the annual financial statements are hereby adopted. In accordance with legal provisions, the adoption of a resolution regarding point 1 of the agenda is not scheduled. Adoption of a resolution regarding the appropriation of the unappropriated retained earnings for fiscal year 2025 Management Board and Supervisory Board propose utilising the unappropriated retained earnings disclosed in the adopted annual financial statements of the Company per 31 December 2025 in the amount of € 955,634,126.90 as follows: Disbursement of a dividend of € 0.05 for each no-par share entitled to dividends (a total of 176,515,989 no-par shares entitled to dividends) for the past fiscal year 2025 € 8,825,799.45 Balance carried forward to a new account € 946,808,327.45 The proposal for the appropriation of profits takes into account the 248,660 treasury shares held by the Company at the time of the preparation of the annual financial statements by the Management Board, which in accordance with Section 71b AktG are not entitled to dividends. The number of shares entitled to dividend may change before the general meeting. In this case, an adjusted proposal for appropriation of profits will be submitted to the general meeting without change in the disbursement of € 0.05 per no-par share entitled to dividends. Pursuant to Section 58 (4) second sentence AktG, the claim to the dividends will become effective on the third business day following the adoption of the resolution by the general meeting, i.e. on 26 May 2026. Adoption of a resolution regarding the discharge of the members of the Management Board for fiscal year 2025 Management Board and Supervisory Board propose that the Management Board members in office in fiscal year 2025 be discharged for this period. It is intended to have the general meeting vote on the discharge of each and every member of the Management Board separately. All members of the Management Board intend to attend the entire annual general meeting. Adoption of a resolution regarding the discharge of the members of the Supervisory Board for fiscal year 2025 Management Board and Supervisory Board propose that the Supervisory Board members in office in fiscal year 2025 be discharged for this period. It is intended to have the general meeting vote on the discharge of each and every member of the Supervisory Board separately. All members of the Supervisory Board intend to attend the entire annual general meeting. Adoption of a resolution on the election of the auditor of the annual financial statements and auditor of the consolidated annual financial statements for fiscal year 2026 and, in the event of an audit review, of the auditor for financial reports prepared during the year for fiscal year 2026 and for the first quarter of fiscal year 2027, and of the auditor of the sustainability reports The Supervisory Board - in accordance with the recommendation of its Audit Committee - proposes: PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, domiciled in Frankfurt am Main, is elected as the auditor of the annual financial statements and the consolidated financial statements for fiscal year 2026 and - if such a review is performed - for the audit review of financial reports prepared during the year for fiscal year 2026 and for the first quarter of fiscal year 2027. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, is appointed as the auditor of the sustainability report for fiscal year 2026. The election of the auditor of the sustainability report is made as a precautionary measure only, in the event that the German legislator, in implementing Art. 37 of Directive 2006/43/EC (EU Statutory Auditor Directive) as amended by Directive (EU) 2022/2464 of 14 December 2022 (EU Directive on Corporate Sustainability Reporting - "CSRD"), explicitly requires the election of this auditor by the general meeting. The above points 5.a) and 5.b) are each to be voted on separately. The Audit Committee declared that its proposals were free from any undue influence by third parties and that no clause limiting the selection options within the sense of Art. 16 (6) of the EU Statutory Audit Regulation had been imposed on it. Resolution on the approval of the remuneration report for fiscal year 2025 prepared and audited in accordance with Section 162 AktG Pursuant to Section 162 AktG, the Management Board and the Supervisory Board have prepared a report on the remuneration granted and owed to the members of the Management Board and Supervisory Board in fiscal year 2025. This report will be presented to the general meeting pursuant to Section 120a (4) AktG and its approval requested. The currently applicable remuneration system for the members of 1&1 AG's Management Board was most recently approved by a resolution adopted by the annual general meeting held on 14 May 2025, with an approval ratio of 94.57%. The currently applicable remuneration arrangement for the Supervisory Board, which is set out in Section 14 of 1&1 AG's Articles of Association, including the system on which this remuneration is based, was most recently approved by a resolution adopted by the annual general meeting held on 14 May 2025, with an approval ratio of 99.98%. The remuneration report was subsequently audited by the auditor pursuant to Section 162 (3) AktG to determine whether the disclosures required by law pursuant to Section 162 (1) and (2) AktG have been made. The auditor's report on its audit of the remuneration report is attached to the audit report. The remuneration report under Section 162 AktG, including the auditor's report, will be available on the Company's website at https://www.1und1.ag/investor-relations/hv2026 from the day of convening the general meeting. The remuneration report under Section 162 AktG, including the auditor's report, will also be accessible there during the general meeting and will be available for inspection at the general meeting. The Supervisory Board and the Management Board propose that the remuneration report for fiscal year 2025 prepared and audited according to Section 162 AktG be approved. Further information and remarks Total number of shares and voting rights at the time of the announcement of the general meeting At the time of announcement of the general meeting, 1&1 AG had issued a total of 176,764,649 no-par ordinary shares issued to the bearer. Each and every no-par share entitles the holder to one vote. The total number of voting rights at the time of the announcement of the general meeting amounts to 176,764,649. At the time of the announcement of the general meeting, the Company holds 248,660 treasury shares, which do not entitle the Company to any rights. Requirements for participating in the general meeting and exercising voting rights Only those shareholders who have registered in due time are entitled to attend the annual general meeting and to exercise their shareholder rights, in particular their voting rights. The Company must have received the registration by no later than the expiration of 13 May 2026 (24:00 hrs.) at the following address or email address: 1&1 AG c/o meet2vote AG Marienplatz 1 84347 Pfarrkirchen Germany Email: [email protected] The registration must be in text form and in German or English. Shareholders must provide the Company with documentation of their authorisation to participate in the general meeting and exercise their voting rights. For this purpose, documentation of the shareholding in text form from the last intermediary suffices in accordance with Section 67c (3) AktG. Such documentation may be provided in German or English. Shareholding must be documented as of the close of business on 28 April 2026 (24:00 hrs.) (record date) and must be received by the Company at the address given for registration no later than at the end of 13 May 2026 (24:00 hrs.) . In relation to the Company, only those who have provided proof of share ownership are considered shareholders for the purpose of participating in the general meeting and exercising voting rights. The entitlement to participate and the scope of voting rights are based exclusively on the shareholding as of the record date. The record date is not associated with a block on the saleability of the shareholding. Even in the event of the full or partial sale of the shareholding after the record date, only the shareholding of the shareholder on the record date is relevant for participation and the scope of voting rights; this means that sales of shares after the record date have no effect on the entitlement to participate and the scope of voting rights. The above provision applies mutatis mutandis to purchases and additional purchases of shares after the record date. Persons who do not yet own any shares on the record date and become shareholders only after that date are not entitled to participate or vote. This provision is without prejudice to the possibility to authorise the purchaser as a representative. The record date has no significance for dividend entitlement. Upon receipt of proper registration and proper documentation from shareholders of their shareholding by 13 May 2026 (24:00 hrs.) at the latest, the admission tickets for the general meeting and the access details (access code and password) necessary in order to use the password-protected AGM-Portal (hereinafter "AGM-Portal") of the Company at https://www.1und1.ag/investor-relations/hv2026 will be sent out. To ensure that they receive their admission tickets in good time, shareholders are asked to register and to submit proper documentation of their shareholding to the Company as early as possible. The admission tickets merely serve as organisational aids and are not required in order to participate in the annual general meeting or to exercise voting rights. Procedure for voting via an authorised representative Shareholders may also have their voting rights exercised at the general meeting by an authorised representative, e.g. an intermediary, a shareholders' association or any other third party, by granting a power of representation for this purpose. Also in case of representation of the shareholder, the due registration of the shareholder and furthermore the due proof of shareholding as described above are required. The granting of the power of representation, its revocation and the verification of authorisation to the Company must be submitted in text form if the authorised representatives are neither intermediaries nor associations of shareholders, voting consultants or other persons defined in Section 135 (8) AktG who tender the service commercially to stockholders of exercising their voting right at the general meeting. If powers of representation for the exercise of voting rights are issued to intermediaries, associations of shareholders, voting consultants or other persons pursuant to Section 135 (8) AktG who tender the service commercially to stockholders of exercising their voting right at the general meeting, there is no text form requirement, but the declaration of power of representation must be verifiably documented by the authorised representative. It must also be complete and may contain solely declarations relating to the exercise of voting rights. We therefore ask shareholders who wish to authorise an intermediary, an association of shareholders, a voting consultant or any other person pursuant to Section 135 (8) AktG who tenders the service commercially to stockholders of exercising their voting right at the general meeting to coordinate the form of the power of representation with the person who will be authorised. If the shareholder authorises more than one person, the Company may reject one or more of them. This does not preclude the possibility, for shares in the Company which a shareholder holds in different securities portfolios, of this shareholder in each case appointing a separate representative for the general meeting. Proof of an issued power of representation may be provided, among other means, by the authorised representative presenting this power of representation at the ticket inspection point on the day of the general meeting. Proof of an issued power of representation, its amendment or its revocation may also be submitted to the Company at the following address or via the following email address: 1&1 AG c/o meet2vote AG Marienplatz 1 84347 Pfarrkirchen Germany Email: [email protected] The aforementioned submission channels are also available if the power of representation is to be issued by means of a declaration made to the Company; in this case, separate proof of issuance of the power of representation is not required. A power of representation which has already been issued may be revoked or amended by notifying the Company directly using the aforementioned submission channels. The shareholder's personal appearance at the general meeting will not in itself be deemed a revocation of a previously issued power of representation. Instead, the shareholder must then at the general meeting provide notice of such revocation in the necessary form and provide the Company with proof of this. Revocation forms which have been prepared for the shareholders will be available from the Company. A power of representation may also be issued, amended or revoked online via the AGM-Portal at https://www.1und1.ag/investor-relations/hv2026 , in accordance with the procedures provided for this purpose, by no later than Tuesday, 19 May 2026 (24:00 hrs.). The access data required to use the AGM-Portal (access code and password) will be sent together with the admission tickets after due registration and due proof of shareholding. In order for an authorised representative to use the AGM-Portal, the authorised representative must receive the relevant access details. Powers of representation are preferably to be issued via the AGM-Portal at https://www.1und1.ag/ investor-relations/hv2026 or by means of the power of representation form provided by the Company. The Company will provide the power of representation form after due registration and due proof of shareholding, together with the admission ticket. The power of representation form will also be sent to the shareholders or their authorised representatives at any time upon demand. It may also be downloaded at https://www.1und1.ag/investor-relations/hv2026. Procedure for the casting of votes by authorised voting representatives designated by the Company Furthermore, the Company offers to its shareholders the option of authorising employees designated by the Company as authorised representatives bound by instructions. The authorised representatives are obligated to vote as instructed; they may not exercise the voting rights at their own discretion. Please note that the authorised representatives can exercise solely the voting right on those proposals for resolutions for which shareholders give clear instructions and that the authorised representatives cannot accept instructions on procedural motions either in advance of or during the general meeting. Similarly, the authorised representatives may not accept instructions to file objections to resolutions of the general meeting or to ask questions or submit motions. The authorisation of a authorised representative designated by the Company also requires proper registration as well as the due proof of the shareholding in accordance with the above provisions under "Requirements for participating in the general meeting and exercising voting rights". Powers of representation and instructions to the authorised representatives designated by the Company may be submitted by no later than Tuesday, 19 May 2026 (24:00 hrs.) at the following address or email address 1&1 AG c/o meet2vote AG Marienplatz 1 84347 Pfarrkirchen Germany Email: [email protected] or via the AGM-Portal on the Company's website at https://www.1und1.ag/investor-relations/hv2026 in accordance with the procedure provided for this purpose. In addition, even during the general meeting shareholders attending the general meeting and their representatives are able to authorise the Company-appointed proxies to exercise their voting rights in accordance with their instructions. Should the shareholder or his or her authorised representative appear at the general meeting in person, the Company-appointed proxy will not exercise a power of representation issued to him or her. Instructions to the authorised voting representatives on agenda item 2 of this announcement also apply in the event of an adjustment of the proposal for the appropriation of profits as a result of a change in the number of shares entitled to dividends. Those wishing to grant a power of representation and issue instructions to the authorised representatives designated by the Company are requested to use the AGM-Portal at https://www.1und1.ag/investor-relations/hv2026 or the power of representation and instruction form sent to them together with the admission ticket and the access data for the AGM-Portal. The power of representation and instruction form will also be sent to shareholders or their authorised representatives at any time upon request and is also available for downloading on the internet at https://www.1und1.ag/investor-relations/hv2026 . Transmission of information by intermediaries via SWIFT Registration and proof of shareholding, the ordering of admission tickets as well as the granting and amendment of proxies and instructions may also be effected through intermediaries via SWIFT in accordance with Section 67c AktG, in addition to the aforementioned methods of registration, proof of shareholding and voting. Authorised SWIFT participants please use: BIC: CPTGDE5WXXX Instructions may only be given via SWIFT in accordance with ISO 20022. Registrations and proof of shareholding via SWIFT must be received by the Company no later than the last registration day (SWIFT Enrolment Market Deadline), i.e. by 13 May 2026 (24:00 hrs.). Orders of admission tickets, authorisations and instructions may be changed at a later date via SWIFT. Such changes must be received by the Company by 19 May 2026, noon (SWIFT Vote Market Deadline). Shareholders' rights (Information pursuant to Section 122 (2), Section 126 (1), Section 127, Section 131 (1) AktG) Motions for additions to the agenda pursuant to Section 122 (2) AktG Motions for additions to the agenda pursuant to Section 122 (2) AktG must be received by the Company in writing at the address below by the expiration of 19 April 2026 (24:00 hrs.) : 1&1 AG Management Board Elgendorfer Straße 57 56410 Montabaur Germany Further explanations on supplementary motions to the agenda pursuant to Section 122 (2) AktG and their prerequisites are available on the Company's website at https://www.1und1.ag/investor-relations/ hv2026. Countermotions by shareholders pursuant to Section 126 (1) AktG Every shareholder has the right to submit countermotions opposing the proposals of the Management Board and/or the Supervisory Board on specific items of the agenda. Countermotions on a specific item of the agenda within the sense of Section 126 (1) AktG received by the Company at the address indicated below by the expiration of 5 May 2026 (24:00 hrs.) will be made available to the shareholders without undue delay via the Company's website at https://www.1und1.ag/ investor-relations/hv2026. The following address or email address is exclusively authoritative for the transmission of countermotions together with any statement of grounds: 1&1 AG Investor Relations Elgendorfer Straße 57 56410 Montabaur Germany Email: [email protected] Further explanations on countermotions pursuant to Section 126 (1) AktG and their requirements as well as on the reasons why a countermotion and its grounds, if any, do not have to be made available on the website pursuant to Section 126 (2) AktG are available on the Company's website at https:// https://www.1und1.ag/investor-relations/hv2026 . Nominations of election candidates by shareholders pursuant to Section 127 AktG Every shareholder has the right to nominate candidates for the election of members of the Supervisory Board (if part of the agenda), auditors and/or auditors of sustainability reporting. Such nominations from shareholders within the sense of Section 127 AktG received by the Company at the address given below by the expiration of 5 May 2026 (24:00) will be made available without undue delay on the Company's website at https://www.1und1.ag/investor-relations/hv2026 . The following address or email address is exclusively authoritative for the transmission of nominations of election candidates: 1&1 AG Investor Relations Elgendorfer Straße 57 56410 Montabaur Germany Email: [email protected] Further explanations on nominations of election candidates pursuant to Section 127 AktG and their requirements as well as on the grounds pursuant to Section 127 first sentence in conjunction with Section 126 (2) and Section 127 third sentence AktG why nominations of election candidates do not have to be made available on the website are available on the Company's website at https://www.1und1.ag/ investor-relations/hv2026. Shareholders' right to obtain information pursuant to Section 131 (1) AktG The Management Board is obliged pursuant to Section 131 (1) to provide any shareholder upon demand at the general meeting with information concerning affairs of the Company, insofar as this information is necessary for an appropriate assessment of an item of the agenda. This obligation of the Management Board to provide information includes the Company's legal and business relationships with a company affiliated with it as well as the position of the corporate group and the companies included in the consolidated financial statements. Subject to certain conditions stipulated in Section 131 (3) AktG, the Management Board may refuse to provide this information. Pursuant to Section 18 (3) of the Articles of Association of 1&1 AG, the meeting chairperson is authorised to appropriately limit the amount of time allocated for the shareholders' right to speak and ask questions. Further information on the shareholders' right to information pursuant to Section 131 (1) AktG may be found on the Company's website at https://www.1und1.ag/investor-relations/hv2026 . Information and documents; reference to the Company's website As of the convocation of the general meeting, the documents that must be made available and any further information, together with this announcement of convocation, are available on the Company's website at https://www.1und1.ag/investor-relations/hv2026 for viewing. They will also be accessible there during the general meeting and, if required, will be available for inspection at the general meeting. Any countermotions, nominations of election candidates and supplementary requests from shareholders received by the Company in good time within the sense of the aforementioned deadlines and subject to a publication obligation will also be made available on the aforementioned website. The voting results will be published at the same internet address after the general meeting. Information on data protection for shareholders 1&1 AG as the controller processes shareholders' personal data (surname and first name, address, email address, number of shares, class of shares, type of ownership of the shares and number of the admission ticket with access code and password to the AGM-Portal) as well as personal data of the shareholders' representatives, if applicable, for the purposes of the general meeting in accordance with applicable data protection laws. Purposes and legal grounds The processing of personal data is legally mandatory for the proper preparation and conduct of the general meeting, for the exercise of shareholders' voting rights. The legal grounds for the processing are found in point (c) of Art. 6 (1) first sentence GDPR in conjunction with Sections 118 et seqq. AktG. Furthermore, data processing that is useful for the organisation of the general meeting may be carried out on the grounds of overriding legitimate interests (point (f) of Art. 6 (1) first sentence GDPR). Insofar as shareholders do not provide their personal data themselves, 1&1 AG generally obtains these data from the shareholder's custodian bank. Transfer of data We also engage external service providers and group-affiliated companies to conduct our general meeting. These entities receive solely the personal data that are necessary for the performance of the engagement from the Company and the custodian banks. Insofar as they process your personal data, they are acting on our behalf as contracted processors in accordance with the provisions of Article 28 GDPR. The service providers engaged by the Company for the organisation of the general meeting process the personal data of the shareholders and shareholder representatives exclusively in accordance with the instructions of 1&1 AG and solely to the extent that this is necessary for the performance of the contracted service. All employees of the Company and the employees of the engaged service providers who have access to and/or process personal data of the shareholders or shareholder representatives are obligated to treat such data confidentially. In addition, personal data of shareholders or shareholder representatives who exercise their voting rights may be viewed by other shareholders and shareholder representatives within the scope of the statutory provisions (in particular the list of participants, Section 129 AktG, insofar as the shareholders or shareholder representatives are listed there). Duration of storage 1&1 AG deletes the personal data of shareholders and shareholder representatives in accordance with the statutory regulations, in particular if the personal data are no longer necessary for the original purposes of the collection or processing, the data are no longer needed in connection with any administrative or legal proceedings and there are no statutory retention obligations. Rights of the data subject Shareholders or shareholder representatives satisfying the legal prerequisites have the right to obtain information about their processed personal data and to request the rectification or erasure of their personal data or the restriction of processing. In addition, shareholders or shareholder representatives have the right to lodge a complaint with supervisory authorities. If personal data are processed on the basis of point (f) of Art. 6 (1) first sentence GDPR, shareholders or shareholder representatives shall also have a right of objection in accordance with the statutory prerequisites. Contact Shareholders or shareholder representatives can submit their comments and queries regarding the processing of personal data to the 1&1 AG data protection officer at: 1&1 AG Group Data Protection Officer Elgendorfer Straße 57 56410 Montabaur Email address: [email protected] Further information on data protection for shareholders can be found on the 1&1 AG website at https://www.1und1.ag/datenschutz . Montabaur, April 2026 1&1 AG - The Management Board - MEMBER OF 1&1 AG Elgendorfer Str. 57 56410 Montabaur Deutschland https://www.1und1.ag

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