Business
1&1 : Corporate Governance (2025-12-15 Entsprechenserklaerung-EN)
1&1 : Corporate Governance (2025-12-15
About this update from 1&1 Ag
Declaration of Conformity in accordance with Section 161 German Stock Corporation Act (AktG) with regard to the recommendations of the German Corporate Governance Code 1&1 Aktiengesellschaft Declaration of the Management Board and Supervisory Board of the 1&1 AG with regard to the recommendations of the "Government Commission on the German Corporate Governance Code" in accordance with Section 161 AktG The Management Board and Supervisory Board of the 1&1 AG declare that the 1&1 AG has complied with the recommendations of the German Corporate Governance Code ("Code") in the version dated April 28, 2022, which became effective upon publication in the Federal Gazette on June 27, 2022, and which formed the basis for the latest Declaration of Conformity dated March 25, 2025, with the exceptions stated detailed therein, and will comply with the recommendations of the Code in the future with the following exceptions: Clause D.4 Formation of a nomination committee The Supervisory Board does not form any other committees in addition to the Audit and Risk Committee but performs all other tasks in its entirety. The Supervisory Board considers this to be appropriate, as efficient plenary discussions and an intensive exchange of opinions are possible even with a six-member Supervisory Board. Accordingly, the Supervisory Board sees no need to establish a Nomination Committee. Clause G.10 Management Board remuneration - long-term variable remuneration According to G.10 of the Code, the variable remuneration components granted to members of the Management Board should be awarded primarily in the form of Company stock or on the basis thereof. Moreover, any such grants to members of the Management Board should be subject to a blackout period of four years. Share-based remuneration is awarded in the form of the Stock Appreciation Rights (SARs) plan as a long-term remuneration program for the Management Board. The term of this plan totals six years. Within this period of six years, a Management Board member can exercise a portion (25 percent) of the SARs awarded at certain points in time - at the earliest, however, after two years. This means that a Management Board member can already obtain a part of the long-term variable remuneration after a period of two years. The total amount of SARs can only be fully exercised for the first time after a period of five years. The Supervisory Board is of the opinion that this system of long-term remuneration has proven its value and sees no reason to postpone any further the possibility of obtaining remuneration earned under the plan. The Supervisory Board believes that by linking the plan to the share price of the 1&1 AG and the possibility to redeem their shares to satisfy the claims from the plan secure reasonable participation of Management Board members in the risks and opportunities of the company 1&1 AG. Since the plan has been designed with a term of six years and the SARs awarded can only be exercised proportionately over this term and at the earliest after two years, the Supervisory Board is of the opinion that the plan is ideally suited to achieving the desired retention and incentive effect in the interest of 1&1 AG and that no changes are required. Montabaur, 15 December 2025 On behalf of the Supervisory Board The Board of Directors Kurt Dobitsch Ralph Dommermuth Sascha D'Avis Alessandro Nava This document is a convenience translation of the German original. In case of discrepancies between the German and the English version, the German version shall prevail.