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1&1 : Explanation of shareholders' rights (1u1 explanations rights shareholders)
1&1 : Explanation of shareholders' rights (1u1 explanations rights
About this update from 1&1 Ag
Additional explanations of the rights of shareholders under Sections 122 (2), 126 (1), 127 and Section 131 (1) AktG Requests for additions to the meeting agenda pursuant to Section 122 (2) AktG Shareholders whose shares together amount to one twentieth of the share capital or the proportionate amount of EUR 500,000 (this corresponds to 454,546 shares) may request that items be placed on the agenda and announced. Each new item must be accompanied by a statement of reasons or a draft resolution. Such a request for a addition together with the reasons or a draft resolution must be addressed in writing to the Management Board and must be received by the Company at least 30 days prior to the meeting; the day of receipt and the day of the Annual General Meeting shall not be included in this calculation. The last possible date of receipt is therefore the end of 19 April 2026 (24:00 hours). Requests for supplements received after this time will not be considered. The applicants must prove that they have been holders of the shares for at least 90 days prior to the date of receipt of the request and that they hold the shares until the decision of the board of directors on the request, whereby section 70 of the German Stock Corporation Act (AktG) shall apply when calculating the shareholding period. A transfer from a Sunday, a Saturday or a public holiday to a preceding or following working day shall not be considered. Sections 187 to 193 of the Civil Code shall not apply mutatis mutandis. Any requests for supplements together with reasons or draft resolutions shall be sent to the following address: 1&1 AG Management Board Elgendorfer Straße 57 56410 Montabaur Germany Provided they were not already published with the invitation to the annual general meeting, additions to the agenda that are to be announced will be published in the Federal Gazette without delay upon receipt of the request and forwarded for publication to such media for which it can be assumed that they will disseminate the information throughout the European Union. They will also be made available on the Company's website at https://www.1und1.ag/investor-relations/hv2026 and notified to the shareholders. The relevant sections of the German Stock Corporation Act upon which those shareholder rights are based are as follows: Section 122 of the German Stock Corporation Act: Convening a meeting upon the request of a minority A general meeting shall be convened if shareholders whose aggregate holding is not less than one-twentieth of the share capital require such meeting in writing, stating the purpose and grounds; such request shall be addressed to the management board. The articles of association may provide that the right to request a general meeting is to depend on another form and on holding a lower proportion of the share capital. The applicants have to prove that they have been shareholders for at least 90 days prior to the day of the receipt of the demand and that they will continue to hold the shares until the decision of the managing board regarding their request is made. Section 121 paragraph 7 shall apply correspondingly. In the same way shareholders, whose shares amount in aggregate to not less than one-twentieth of the share capital or represent a proportional amount of not less than 500,000 Euro, may request to have items placed on the agenda and published. Every request for a new agenda item must be accompanied by an explanation of the reasons therefor or a proposed resolution. The request in accordance with sentence 1 must be received by the Company at least 24 days, in case of public companies at least 30 days prior to the general meeting; whereby the day of the receipt is not counted. If any such request is not complied with, the court may authorize the shareholders who made the request to convene a general meeting or publish such items. At the same time the court may appoint the chairman of the meeting. The notice of the meeting or the publication shall refer to such authorization. An appeal may be made against the decision of the court. The applicants have to prove that they will continue to hold the shares until the decision of the court is made. The Company shall bear the costs of the general meeting and, in the case of paragraph 3, also the court costs if the court grants the application. Section 124 of the German Stock Corporation Act: Publication of requests for supplements; proposals for resolutions (excerpt) If the minority has requested pursuant to Section 122 paragraph 2 that items shall be added to the agenda, these items shall be published either upon convening the meeting or immediately following receipt of the request. Section 121 paragraph 4 shall apply analogously; moreover, Section 121 paragraph 4a shall apply analogously to public companies. Publication and submission shall be made in the same way as applicable for convening the meeting. Section 121 of the German Stock Corporation Act: General provisions (excerpt) (4) The convening of the general meeting shall be published in the company's journals. If the shareholders of the Company are known by name, the shareholders' meeting may be convened by registered letter, unless the articles of association provide otherwise; the day of dispatch shall be considered the day of publication. A notification to those registered in the shareholders' register is sufficient. (4a) In case of public companies which have not exclusively issued registered shares or which do not send the convention directly to the shareholders pursuant to paragraph 4 sentence 2, the notice shall, at the latest on the date of announcement, be furnished to such suitable media as may be expected to disseminate the information throughout the European Union. (7) In case of deadlines and dates which are calculated back from the date of the meeting, the day of the meeting itself shall not be included in the calculation. Adjourning the meeting from a Sunday, Saturday or a holiday to a preceding or following working day shall not be an option. Sections 187 to 193 of the German Civil Code (Bürgerliches Gesetzbuch) shall not be applied analogously. In case of unlisted companies, the articles may provide for a different calculation of the deadline. Section 70 of the German Stock Corporation Act: Computation of the period of shareholding If the exercise of rights arising from the share is dependent on the shareholder having been the holder of the share for a certain period of time, a claim for transfer of ownership against a credit institution, a financial services institution, a securities institution or an enterprise operating pursuant to Section 53 paragraph 1 sentence 1 or Section 53b paragraph 1 sentence 1 or paragraph 7 of the German Banking Act shall be deemed equivalent to ownership. The period of ownership of a predecessor in title shall be attributed to the shareholder if he acquired the share free of charge, from his trustee, as universal successor, in the event of the dissolution of a community or in the event of a portfolio transfer pursuant to Section 13 of the German Insurance Supervision Act or Section 14 of the German Building Savings Bank Act. Section 87 Principles applying to the emoluments of the members of the management board (excerpt) (4) Upon a demand being filed in accordance with section 122 (2) sentence 1, the general meeting may reduce the maximum remuneration established in accordance with section 87a (1) sentence 2 no. 1. Countermotions by shareholders pursuant to Section 126 (1) AktG and nominations of election candidates by shareholders pursuant to Section 127 AktG Every shareholder has the right to submit countermotions at the Annual General Meeting 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 hours) will be made available to the shareholders including the name of the shareholder, any reasons to be made available and any statement by the management without undue delay via the Company's website at https://www.1und1.ag/investor-relations/hv2026 . In section 126 (2) and (3) of the German Stock Corporation Act (AktG), the law states reasons why a countermotion and its possible substantiation do not have to be made available on the website. In particular, a statement of grounds need not be made available if it exceeds 5,000 characters in total. 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] 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. If the shareholder wishes election proposals to be made available by the company prior to the general meeting, the shareholder must comply with the 3 requirements of § 127 AktG. Nominations by shareholders do not need to be substantiated. Election proposals shall only be made accessible if they contain the name, the profession exercised and the place of residence of the proposed person, in the case of auditing companies the company name and registered office. In the case of proposals for the election of supervisory board members, the executive board need not make election proposals of shareholders accessible if they do not contain information on the person's membership in other supervisory boards to be formed by law. Pursuant to section 127 sentence 1 of the German Stock Corporation Act (AktG) in conjunction with section 126 (2) of the AktG, there are further reasons why election proposals do not have to be made accessible. In all other respects, the requirements and regulations for making proposals accessible apply accordingly. Nominations from shareholders to be made accessible 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 hours) will be made published including the name of the shareholder, any reasons to be made available and any statement by the management 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] It is pointed out that motions and election proposals, even if they have been submitted to the Company in advance and in due time, will only be considered at the general meeting if they are made or submitted orally there. The right of each shareholder to propose or submit motions on the various items of the agenda or election proposals during the general meeting without prior communication to the Company shall remain unaffected. The relevant sections of the German Stock Corporation Act upon which those shareholder rights are based and which also set forth under which preconditions counter-proposals and election proposals do not need to be made available are as follows: Section 126 AktG: Propositions by shareholders Information on shareholders propositions, including the respective shareholder's name, as well as the underlying reasons for the proposition and statements, if any, by the Management need only be given to the beneficiaries pursuant to Section 125 paragraph 1 to 3, if the shareholder submits to the company at the address specified his counter-application stating the reasons for it to a proposal of the executive management board and the supervisory board concerning a specific agenda item at the latest 14 days prior to the general meeting. The day of the receipt is not counted. Public companies have to publish the propositions on their webpage. Section 125 paragraph 3 applies accordingly. lnformation on a counter-application and the reasons therefor need not be given, if: the executive management board would by reason of giving such information become criminally liable; the counter-application would result in a resolution of the general meeting which would be unlawful or in breach of the articles; the grounds contain statements which are manifestly false or misleading in material respects or which are defamatory; a counter-application of such shareholder based on the same facts has already been communicated to a general meeting of the company pursuant to Section 125; the same counter-application of such shareholder on essentially identical grounds has already been communicated pursuant to Section 125 to at Ieast two general meetings of the company within the past five years and at such general meetings less than one-twentieth of the share capital represented voted in favour of such counter-application; the shareholder indicates that he will neither attend nor be represented at the general meeting; or within the past two years at two general meetings the shareholder failed to move or cause to be moved on his behalf a counter-application communicated by him. The statement of grounds need not be communicated if it exceeds 5,000 figures. If several shareholder make counter-applications in respect of the same resolution, the management board may combine such counter-applications and their statements of grounds. Section 127 sentences 1 to 3 AktG: Nominations by shareholders Section 126 shall apply analogously to nomination by a shareholder for election of supervisory board members or auditors. Such nomination need not be supported by statement of grounds. Nor need the executive management board give notice of such nomination if it fails to contain the particulars required by Section 124 paragraph 3 sentence 4 and Section 125 paragraph 1 sentence 5. Section 124 AktG: Publication for requests for supplements; proposals for resolutions (excerpt) (3) … The nomination for the election of supervisory board members or auditors shall state their name, profession and domicile. … Section 125 AktG: Communications to shareholders and Members of the Supervisory Board (excerpt) (1) … In case of listed companies details on the membership in other supervisory boards to be established pursuant to statutory provisions must be added to any nomination for the election of supervisory board members; details on their membership in comparable domestic and foreign controlling bodies of enterprises shall be added. Section 137 AktG: Voting on nomination made by shareholders If a shareholder has made a nomination for the election of members of the supervisory board pursuant to Section 127 and proposes at the general meeting the election of the person nominated by him, such proposal shall be resolved upon prior to consideration of the proposal of the supervisory board if a minority of shareholders whose aggregate holding is at least one-tenth of the share capital represented at the meeting so requests. 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. The relevant sections of the German Stock Corporation Act upon which those shareholder rights are based and which also set forth under which preconditions the Executive Management Board can refuse to answer are as follows: Section 131 AktG: Shareholders right to information Each shareholder shall upon request be provided with information at a general meeting by the executive management board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company's legal and business relations with any connected enterprise. If a company makes use of the simplified procedure pursuant to Section 266 paragraph 1 sentence 3, Section 276 or Section 288 of the German Commercial Code, each shareholder may request that the annual financial statements be presented to him at the general meeting on such annual financial statements in the form which would have been used if such provisions on simplified procedure were not applied. The disclosure obligation of the executive management board of the parent company (Section 290 paragraph 1 sentence 2 of the German Commercial Code) in the general meeting, to which the consolidated financial statements and the consolidated management report is presented, also extends to the situation of the consolidated group of companies and of the enterprises included in the consolidated financial statements. (1a) - 1(f) […] (virtual general meeting) The information provided shall comply with the principles of conscientious and accurate accounting. The articles of association or the by-laws according to Section 129 can authorize the chairperson to set appropriate time limits in regards to shareholders' right to ask questions and speak and to make other determinations in this matter. The executive management board may refuse to provide information: to the extent that providing such information is, according to sound business judgement, likely to cause not insignificant damage to the company or a connected enterprise; to the extent that such information relates to tax valuations or the amount of individual taxes; on the difference between the value at which items are shown in the annual balance sheet and the higher value of such items, unless the general meeting is to determine the annual financial statements; on methods of arriving at balances and valuation, if disclosure of such methods in the notes suffices to provide a factually accurate picture of the condition of the company's assets, financial position and profitability within the meaning of Section 264 paragraph 2 of the German Commercial Code; this shall not apply if the general meeting is to determine the annual financial statements; insofar as provision of the information would render the executive management board criminally liable; insofar as, in the case of a bank or a financial services institution, information on methods adopted of arriving at balances, valuation and does not require to be given in the annual financial statements, management report, consolidated financial statements or consolidated management report; insofar as such information is available on the webpage of the company at least for a period of seven days prior to the general meeting and throughout the general meeting. Provision of information may not be refused for other reasons. If information has been provided to a shareholder, by reason of his status as a shareholder, outside the general meeting, such information shall upon request be provided to any other shareholder at the general meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. In the case of a virtual general meeting, it shall be ensured that each shareholder who is electronically connected to the meeting can submit his request pursuant to sentence 1 by means of electronic communication. The executive management board may not refuse to provide such information on the grounds of paragraph 3 sentence 1 numbers 1 to 4. Sentences 1 to 3 shall not apply if a subsidiary enterprise (Section 290 paragraphs 1 and 2 of the German Commercial Code) an enterprise with common management (Section 310 paragraph 1 of the German Commercial Code) or an associated enterprise (Section 311 paragraph 1 of the German Commercial Code) discloses the information to a parent enterprise (Section 290 paragraphs 1 and 2 of the German Commercial Code) for the purposes of inclusion of the information in the consolidated financial statements of the parent enterprise and the information is necessary for that purpose. A shareholder who has been denied information may request that his question, and the reason for which the information was denied, be recorded in the minutes of the meeting. In the case of a virtual general meeting, it shall be ensured that each shareholder who is electronically connected to the meeting can submit his request pursuant to sentence 1 by means of electronic communication. The relevant section of the Company's Articles of Association is as follows:. Sec. 18 (3) of the Articles of Association of 1&1 AG: (3) The chairman may impose reasonable time limits on the shareholders' right to ask questions and speak; in particular, he may set a reasonable time frame for the entire course of the general meeting, for individual agenda items and for individual questions and speeches. Montabaur, April 2026 1&1 AG - The Management Board -