Ströer : Invitation to the General Meeting including agenda (HV26 Invitation GM en)

About this update from Stroeer Se & Co. Kgaa

INVITATION TO THE ORDINARY GENERAL MEETING 2026 STRÖER SE & CO. KGAA, COLOGNE Invitation to the 2026 Ordinary Annual General Meeting of Ströer SE & Co. KGaA Cologne WKN: 749399 ISIN: DE 0007493991 Unique Event Identifier : a09d2140b001f111b552ec75f1f2e92d Dear Shareholders, We cordially invite you to the ordinary Annual General Meeting of Ströer SE & Co. KGaA on 3 June 2026, at 10:00 am (Central European Summer Time - CEST) The Annual General Meeting will be held as a virtual Annual General Meeting without the physical presence of shareholders 1 or their authorised representatives (except for the proxy holders appointed by the company) at the venue of the Annual General Meeting. Shareholders who have registered properly as well as their authorised representatives can connect electronically to the Annual General Meeting via the AGM portal on the company's website and exercise their rights via electronic communication in accordance with the provisions and explanations connected with the agenda. The venue of the Annual General Meeting within the meaning of the German Stock Corporation Act (Aktiengesetz) is the Academy Room at Emil-Hoffmann-Straße 55-59, Building 7, 50996 Cologne. 1 All personal designations in this document apply equally to all genders. OVERVIEW OF CONTENTS - AGENDA AGENDA Presentation of the annual financial statements and consolidated financial statements approved by the Supervisory Board, the combined management report for the company and the Group including explanations on the disclosures pursuant to §§ 289a, 315a HGB (German Commercial Code), as well as the Supervisory Board's report and the proposal of the personally liable partner on the use of the net retained profits, each for the financial year ending 31 December 2025, and the resolution on the adoption of the annual financial statements for financial year 2025 Resolution on the use of the net retained profits for financial year 2025 Resolution on the discharge of the personally liable partner for financial year 2025 Resolution on the discharge of the Supervisory Board members for financial year 2025 Resolution on the selection of the auditor and (precautionarily) on the selection of the sustainability reporting auditor Resolution on the election of Supervisory Board members Resolution on the cancellation of the Contingent Capital 2015 and the Contingent Capital 2019, as well as corresponding amendments to § 6A and § 6C of the Articles of Association Resolution on the authorisation to issue share options (Share Option Programme 2026) and on the creation of a new Contingent Capital 2026 I and corresponding amendment to the Articles of Association Resolution on the revocation of the existing authorisation to issue convertible and/or option bonds dated 22 June 2022 and the associated Contingent Capital 2022, and the creation of a new authorisation to issue convertible and/or option bonds, to exclude subscription rights, and a resolution on the creation of Contingent Capital 2026 II and a corresponding amendment to § 6B of the Articles of Association Resolution on the approval of the remuneration system for the Executive Board members of the personally liable partner (Say on pay) Resolution on the remuneration of the members of the Supervisory Board, including the underlying remuneration system Resolution on the approval of the remuneration report for financial year 2025 AGENDA Presentation of the annual financial statements and consolidated financial statements approved by the Supervisory Board, the combined management report for the company and the Group including explanations on the disclosures pursuant to §§ 289a, 315a HGB (German Commercial Code), as well as the Supervisory Board's report and the proposal of the personally liable partner on the use of the net retained profits, each for the financial year ending 31 December 2025, and the resolution on the adoption of the annual financial statements for financial year 2025 The Supervisory Board has approved the annual financial statements and consolidated financial statements for the financial year ending 31 December 2025 in accordance with § 171 of the German Stock Corporation Act (AktG). Pursuant to § 286 para. 1 AktG, the adoption of the annual financial statements is carried out by the Annual General Meeting of Ströer SE & Co. KGaA with the consent of the personally liable partner. For the remaining documents, with the exception of the use of the net retained profits under agenda item 2, the law does not envisage any resolution by the Annual General Meeting. The personally liable partner and the Supervisory Board propose that the annual financial statements of Ströer SE & Co. KGaA for financial year 2025, which disclose net retained profits of EUR 321,170,321.16, be adopted in the presented version. Resolution on the appropriation of the net retained profits for financial year 2025 The personally liable partner and the Supervisory Board propose that the net retained profits disclosed in the annual financial statements of Ströer SE & Co. KGaA as of 31 December 2025, amounting in total to EUR 321,170,321.16, be used as follows: Distribution of a dividend amounting to EUR 1.85 per dividend-entitled share, totalling EUR 102,608,979.05, Allocation of an amount of EUR 98,561,342.11 to other revenue reserves and Carry -forward of the remaining amount of EUR 120,000,000.00 to a new account. The proposal is based on the number of shares entitled to dividends as of 15 April 2026. The number of ordinary shares entitled to a dividend for financial year 2025 is expected to change by the time of the Annual General Meeting due to the share buyback programme currently being implemented. If this is the case, a correspondingly amended resolution will be put to the vote at the Annual General Meeting; however, this will still provide for a dividend of EUR 1.85 per share entitled to a dividend. According to § 58 para. 4 sent. 2 AktG, the right to the dividend arises on the third business day following the resolution of the Annual General Meeting. The payment of the dividend is therefore scheduled for 8 June 2026. Resolution on the discharge of the personally liable partner for financial year 2025 The personally liable partner and the Supervisory Board propose that the discharge of the personally liable partner of the company be granted for financial year 2025. Resolution on the discharge of the Supervisory Board members for financial year 2025 The personally liable partner and the Supervisory Board propose that the discharge be granted to the members of the Supervisory Board of the company who were in office during financial year 2025 for this period. Resolution on the selection of the auditor and (precautionarily) on the selection of the sustainability reporting auditor The Supervisory Board, upon the recommendation of the Audit Committee, proposes the following resolutions: KPMG AG Wirtschaftsprüfungsgesellschaft, Cologne, shall be appointed as the auditor for the financial statements and the consolidated financial statements for the financial year ending 31 December 2026. KPMG AG Wirtschaftsprüfungsgesellschaft, Cologne, shall be appointed as the auditor for sustainability reporting for the financial year ending 31 December 2026. The selection of the auditor for sustainability reporting is precautionary in case German lawmakers, in implementing Art. 37 of the Audit Directive 2006/43/EC in the version of the CSRD (EU) 2022/2464 of 14 December 2022, should require an explicit selection of the auditor for sustainability reporting by the Annual General Meeting, meaning that the audit of sustainability reporting should not otherwise fall to the auditor under German implementation law. The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause restricting the choice in the sense of Art. 16 para. 6 of the EU Audit Regulation (EU) No. 537/2014 has been imposed on it. Resolution on the election of Supervisory Board members The Supervisory Board of the company is composed, according to § 278 para. 3, § 96 para. 1, § 101 para. 1 AktG and § 7 para. 1 sent. 1 no. 2, para. 2 no. 2 MitbestG (German Co-Determination Act) as well as § 10 para. 1 of the Articles of Association, of eight members elected by the shareholders and eight members elected by the employees. In this regard, according to § 96 para. 2 sent. 1 AktG, the percentage of women and men on the Supervisory Board must be at least 30% each (minimum percentage). Pursuant to § 124 para. 2 sent. 2 AktG, it is announced that the shareholder representatives' side on the Supervisory Board has objected to overall fulfilment according to § 96 para. 2 sent. 3 AktG, arguing that the mandatory minimum percentage for women and men must be fulfilled separately by the shareholders' and employees' sides. According to that criterion, the Supervisory Board must have at least two women and at least two men on both the shareholders' and the employees' sides. As of the date of publication of this invitation, the Supervisory Board consists of two women and six men on the shareholders' side and the employees' side, respectively, so that the minimum percentage requirement is currently met. Even after the election of the proposed candidates, the minimum percentage requirement would still be met according to the criterion of separate fulfilment. With the conclusion of the Annual General Meeting on 3 June 2026, the terms of office of Prof. Dr. Stephan Eilers on the Supervisory Board will end regularly. Furthermore, Supervisory Board member Elisabeth Lépique has declared her intention to resign from her Supervisory Board mandate with effect from the end of this year's ordinary Annual General Meeting. Prof. Dr. Stephan Eilers is to be proposed for re-election to the company's Supervisory Board. Ms Laure Henry-Souque is to be proposed as a candidate for the Supervisory Board to succeed Elisabeth Lépique. The Supervisory Board, based on the recommendations of the Nomination Committee, proposes, in line with recommendation C.1 of the German Corporate Governance Code for the composition of Supervisory Boards, the election of Prof. Dr. Stephan Eilers, resident in Cologne, partner at Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB, lawyer Ms Laure Henry-Souque, resident in Cologne, investor to the Supervisory Board for the period from the end of the Annual General Meeting on 3 June 2026 until the end of the Annual General Meeting adopting the resolution on the discharge of the Supervisory Board for financial year 2028. The elections are to be held as individual elections. In addition, Prof. Dr. Eilers has expertise in the field of auditing as defined in § 100 para. 5 sent. 1 AktG. Further details on the expertise of Prof. Eilers can be found in the declaration on corporate governance for financial year 2025. The CVs of Prof. Dr. Eilers and Ms Laure Henry-Souque can be found on our website at https://ir.stroeer.com/agm . Information according to § 125 para. 1 sent. 5 AktG The proposed candidates are members of the following other statutory supervisory boards and/or comparable domestic and foreign supervisory bodies of other business enterprises: Prof. Eilers: Ströer Management SE (personally liable partner of Ströer SE & Co. KGaA), Düsseldorf; Rudolf Bunte Beteiligungs-SE, Papenburg; H.P. Wild Familienstiftung, Liechtenstein. Ms Laure Henry-Souque: none; none. Information according to C.13 of the German Corporate Governance Code With regard to recommendation C.13 of the German Corporate Governance Code, the following is declared: Prof. Dr. Eilers is also a member of the Supervisory Board of the personally liable partner Ströer Management SE. Furthermore, according to the Supervisory Board's assessment, there are no personal or business relationships with the company, its Group companies, the company's executive bodies, or any significant shareholder involved with the company that would need to be disclosed pursuant to C.13 of the German Corporate Governance Code for the proposed candidates. Resolution on the cancellation of the Contingent Capital 2015 and the Contingent Capital 2019, as well as corresponding amendments to § 6A and § 6C of the Articles of Association The company's Annual General Meeting held on 25 September 2015, under agenda item 1, approved the Share Option Programme 2015 for members of the Executive Board, selected employees below Executive Board level and members of the management of companies affiliated with the company within the meaning of §§ 15 et seq. AktG, and on 19 June 2019, under agenda item 9, the Share Option Programme 2019 for members of the Executive Board, executives of the company and members of the management of companies affiliated with the company within the meaning of §§ 15 et seq. AktG. All share option rights under the Share Option Programme 2015 and the Share Option Programme 2019 have been issued and have either been exercised or have lapsed. The contingent capital authorizations 2015 and 2019 are therefore no longer applicable and are no longer needed. The personally liable partner and the Supervisory Board propose the following resolution: § 6A and § 6C of the Articles of Association be removed without replacement. Resolution on the authorisation to issue share options (Share Option Programme 2026) and on the creation of a new Contingent Capital 2026 I and corresponding amendment to the Articles of Association It is intended to pass a resolution on a new share option programme of the company in order to be able to grant option rights to shares in the company to members of the Executive Board of the personally liable partner, executives of the company and members of the management of companies affiliated with the company within the meaning of §§ 15 et seq. AktG (" Share Option Programme 2026 "). The programme serves to provide targeted incentives for programme participants and is also intended to foster their loyalty to the Group. Share option plans have been an established and successful component of the company's remuneration policy for several years. Further details are contained in the report of the personally liable partner, which is available on the company's website at https://ir.stroeer.com/agm . The performance targets are based on a multi-year assessment framework and are in line with the legal requirements of the German Stock Corporation Act and the German Corporate Governance Code. As the Company, in accordance with its previously communicated strategy, intends to divest itself of the non-core assets Statista and Asam from the DaaS & E-Commerce segment in the medium term, the performance targets and the exercise price are subject to adjustment in this case (→ Section a)ee)2) and a)ff)2) - a)ff)4)). The Company anticipates significant potential for value appreciation, in which it wishes to involve its shareholders. The abstract adjustment mechanisms for capital measures typically provided for in share option programmes do not adequately take into account the consequences of such a restructuring for the stock exchange price and EBITDA. The additional adjustment mechanisms provided for in the share option programme are explained in detail in the report of the personally liable partner. They are intended to enable the company to continue pursuing its strategy without having to fear that the share option programme will lose all practical significance. The underlying incentive-based rationale is that executives, who are expected to make a significant contribution to the success of the corporate strategy already in place, should not have to face a partial loss of remuneration precisely because of its implementation. The conditions for the adjustment are deliberately narrowly defined and are determined in their entirety by the Annual General Meeting in order to avoid overcompensation. The Contingent Capital 2026 intended for the implementation of the Share Option Programme 2026 is limited to a maximum volume of 3.93% of the share capital at the time the resolution is passed. The exercise of share options with new shares from the Share Option Programme 2026 may therefore result in a maximum dilution of 3.93% for existing shareholders. The personally liable partner and the Supervisory Board propose the following resolution: Share Option Programme 2026 The personally liable partner is authorised, within the framework of the Share Option Programme 2026, in the period up to 2 June 2031 (inclusive) to grant up to 2,200,000 subscription rights (" Share Option Rights ") to up to 2,200,000 bearer shares of the company. Only the Supervisory Board of the personally liable partner is authorised to grant Share Option Rights to members of the personally liable partner's Executive Board. The issue of Share Option Rights and the shares to service the Share Option Rights following their exercise shall be carried out in accordance with the following key points: Share Option Right Each Share Option Right grants the right, subject to the detailed provisions of the share option terms and conditions, to acquire, upon payment of the relevant exercise price specified in Section a)ff), one bearer share of the company with a nominal value of the share capital of EUR 1.00 per share. The share option terms and conditions may provide that, in order to satisfy the Share Option Rights, the company may, at its discretion, grant the beneficiaries either a cash payment or treasury shares instead of new shares from the contingent capital. The new shares shall participate in the profits from the start of the financial year for which, at the time of issue of the new shares, no resolution has yet been passed by the Annual General Meeting regarding the appropriation of retained earnings. Group of eligible persons and allocation of Share Option Rights The group of Eligible Persons comprises (i) members of the Executive Board of the personally liable partner, (ii) executives of the company below the level of the Executive Board of the personally liable partner, and (iii) members of the management of companies affiliated with the company within the meaning of §§ 15 et seq. AktG (" Eligible Persons "). The determination of the exact group of beneficiaries and the scope of the Share Option Rights to be granted to them in each case is the responsibility of the personally liable partner. Insofar as members of the Executive Board of the personally liable partner are to receive Share Option Rights, this determination and the issue of the Share Option Rights shall be the sole responsibility of the Supervisory Board of the personally liable partner. The company's shareholders are not entitled to any statutory subscription rights in respect of the Share Option Rights. The total volume of up to 2,200,000 Share Option Rights is distributed among the eligible groups of persons (" Eligible Groups of Persons ") as follows: a total of up to 1,500,000 Share Option Rights to members of the Executive Board of the personally liable partner, a total of up to 350,000 Share Option Rights to executives of the company, and a total of up to 350,000 Share Option Rights to members of the management of companies affiliated with the company within the meaning of §§ 15 et seq. AktG. At the time the Share Option Rights are granted, the beneficiaries must be in an employment or service relationship with the company or with a company affiliated with the company within the meaning of §§ 15 et seq. AktG, or be members of the Executive Board of the personally liable partner (in each case, an " Employment Relationship "). Issue of Share Option Rights, issue periods The issue of Share Option Rights takes place through the conclusion of a written contract (" Subscription Rights Agreement ") between the company and the respective beneficiary. Up to 2,200,000 Share Option Rights may be granted to the beneficiaries in a single instalment or in stages over time. However, the issue of Share Option Rights is excluded during a period of 30 calendar days immediately preceding the announcement of the Company's annual financial statements, consolidated financial statements and half-yearly financial report within the meaning of Article 19 para. 11 of Regulation (EU) No. 596/2014 (Market Abuse Regulation), with the relevant period ending at the time of publication. Vesting period, option exercise period, term of the Share Option Right, book entry The Share Option Rights may be exercised no earlier than four years after the date of their issue (" Vesting Period "). Once the Vesting Period has expired, the Share Option Rights for which the performance targets in accordance with Section a)ee) have been met may be exercised at any time outside the following periods (" Exercise Lock-up Periods ". Exercise Lock-up Periods are the following periods: the period of 30 calendar days prior to the respective announcement of the company's annual financial statements and consolidated financial statements within the meaning of Article 19 para. 11 of Regulation (EU) No. 596/2014 (Market Abuse Regulation), and the period of 30 calendar days prior to the announcement of the company's half-yearly financial statements within the meaning of Article 19 para. 11 of Regulation (EU) No. 596/2014 (Market Abuse Regulation). The Exercise Lock-up Periods end at the time of the respective announcement. In justified exceptional cases, the personally liable partner, or, where members of its Executive Board are beneficiaries, the Supervisory Board of the personally liable partner, may set further Exercise Lock-up Periods. The start of these additional Exercise Lockup Periods will be notified to the beneficiaries in good time in each case. The Share Option Rights have a maximum term of eight years from the date of their respective issue (" Maximum Term ") and shall lapse thereafter without compensation. The Share Option Rights may only be exercised if a securities account is specified in the relevant subscription declaration to which the subscribed shares of the Company may be lawfully and properly delivered and booked. Performance targets In order for the beneficiary to exercise Share Option Rights, the following targets (" Performance Targets ") must have been cumulatively achieved: The closing auction price of the company's shares on the XETRA electronic trading system of Deutsche Börse AG in Frankfurt am Main (or a comparable successor system) has, on twenty trading days within the twelve months prior to the end of the Vesting Period (" Sustained Closing Auction Price "), at least a value as shown in the table below (" Performance Table "). The Group's Adjusted EBITDA, as reported in the consolidated financial statements of Ströer SE & Co. KGaA and adjusted for special items, amounts to at least EUR 625 million for the financial year ending prior to the expiry of the respective Vesting Period. The following Performance Table sets out the minimum value that the Sustained Closing Auction Price must reach and the percentage of Share Option Rights that may consequently be exercised. 100% corresponds to the total number of Share Option Rights issued under a subscription agreement. If the Sustained Closing Auction Price amounts to an odd value between the figures shown in the left-hand column below, no pro-rata adjustment shall be made to the percentage exercise of the Share Option Rights as set out in the right-hand column. The options that cannot be exercised in this respect lapse without compensation. Sustained Closing Auction Price (minimum) Percentage exercise of Share Option Rights 35 50% 37 60% 39 70% 41 80% 43 90% 45 100% In accordance with its communicated strategy, the company intends to divest itself of one or more non-core assets during the term of the Share Option Programme 2026. If, prior to the end of the Vesting Period, the company distributes one or more special dividends totalling more than EUR 200 million to its shareholders, the Sustained Closing Auction Price of at least EUR 45 (" Previous Closing Auction Price ") applicable to the full exercise of the option right in accordance with the Performance Table shall be reduced by the amount of the special dividend(s) per ordinary share (" Adjusted Closing Auction Price "). The other Closing Auction Prices in the Performance Table are adjusted on a pro rata basis. If the non-core assets referred to above are not sold before the end of the Vesting Period, but are distributed directly or indirectly to the shareholders by way of one or more spin-offs or a comparable structural measure with a total transaction volume of more than EUR 200 million, the Sustained Closing Auction Price of at least EUR 45 (" Previous Closing Auction Price ") applicable to the full exercise of the option right in accordance with the Performance Table shall be reduced by the economic value of the consideration that a shareholder of the Company receives per ordinary share in this manner. The other Closing Auction Prices in the Performance Table are adjusted on a pro rata basis. In the cases referred to in Section a)ee)2) (i) and (ii), the Adjusted EBITDA pursuant to Section a)ee)1) shall also be reduced (ii) by the amount attributable to the divested or spun-off investment(s) as shown in the company's most recent consolidated financial statements, unless the transaction takes place after the relevant reporting date. Exercise price, strike price and cap The Share Option Rights are issued to the beneficiary free of charge. Each Share Option Right issued entitles the holder to subscribe for one share in the company at the exercise price. The " Exercise Price " corresponds to the average Closing Auction Price (arithmetic mean) of the company's shares on the XETRA electronic trading system of Deutsche Börse AG in Frankfurt am Main (or a comparable successor system) over the last 6 months prior to the date of issue of the respective Share Option Right. However, the minimum Exercise Price shall in any event be the lowest issue price within the meaning of § 9 para. 1 AktG. If, in lieu of new shares from contingent capital or the company's treasury shares, the beneficiary is granted a cash payment to exercise the Share Option Rights, the amount of the cash payment is calculated as the difference between the Exercise Price and the strike price. The " Strike Price " corresponds to the Closing Auction Price of the company's shares on the XETRA electronic trading system of Deutsche Börse AG in Frankfurt am Main (or a comparable successor system) on the last day of trading prior to the date of issue of the respective Share Option Rights. The profit that the beneficiary may realise through the exercise of the Share Option Rights, in the form of the difference between the Strike Price and the Exercise Price, may under no circumstances exceed three times the strike price (" Cap "). In the event that the Cap is exceeded, the number of exercisable options shall be reduced accordingly, so that the profit achievable through the exercise of the Share Option Rights does not exceed three times the Exercise Price of all options exercised. The options that cannot be exercised in this respect lapse without compensation. If the measures described in Sections a)ee)2) (i) and (ii) are taken after the issue and before the exercise of the option rights, the Exercise Price specified in Section a)ff)1) decreases by the amount of the special dividend(s) per ordinary share or by the economic value of the benefit received by a shareholder of the company per ordinary share. If the measures described in Sections a)ee)2) (i) and (ii) are taken in the twelve months prior to the issue of the option rights, the Exercise Price shall be adjusted in accordance with the following formula: = B - W × T - X T Where AAP = Adjusted Exercise Price BAP = Previous Exercise Price W = Value of the special dividend per ordinary share or economic value of the benefit per ordinary share T = Number of days in the relevant twelve-month period X = Number of days between the date of issue of the option rights and the date following the date of the Annual General Meeting's resolution on the distribution of a special dividend or the entry of the spin-off in the commercial register. If the measures described under Sections a)ee)2) (i) and (ii) take place both in the twelve months preceding the issue of the option rights and thereafter, but prior to the exercise of the option rights, and if these measures together reach a value threshold of at least EUR 200 million, the adjustments described under Sections a)ee)2) (i) and (ii) are to be calculated for each measure independently and separately. However, the minimum Exercise Price shall in any event be the lowest issue price within the meaning of § 9 para. 1 AktG. Protection against dilution If, during the term of the Share Option Rights, the company carries out (i) capital increases from the company's own funds, (ii) capital reductions or (iii) share splits, the holders of subscription rights shall be treated on an economically equal footing in accordance with the following provisions: In the event of a capital increase from the company's own funds through the issue of new shares, the number of shares that may be subscribed for per Share Option Right shall increase in the same proportion as the share capital. The Exercise Price is reduced in proportion to the capital increase. § 9 para. 1 AktG remains unaffected. In the event of a capital increase from company funds without the issue of new shares (§ 207 para. 2 sent. 2 AktG), the subscription ratio and the Exercise Price remain unchanged. In the event of a capital reduction by way of the consolidation or cancellation of shares, the number of shares that may be acquired per Share Option Right shall be reduced in the same proportion as the ratio of the amount by which the share capital is reduced to the company's share capital prior to the capital reduction. In the event of a nominal capital reduction by way of a consolidation of shares, the Exercise Price per share shall be increased in proportion to the capital reduction. In the event of a reduction in share capital through the repayment of contributions or the cancellation of acquired treasury shares, there shall be no adjustment to the Exercise Price or the subscription ratio. In the event of a share split without a change in the share capital, the number of shares that may be acquired per Share Option Right shall increase in the ratio at which one old share is exchanged for new shares. The Exercise Price is reduced in proportion to the ratio at which old shares are exchanged for new shares. In the event of a share consolidation, the number of shares that may be acquired per Share Option Right shall be reduced accordingly. The Exercise Price is increased in proportion to the ratio at which old shares are exchanged for new shares. Fractions of shares will not be delivered or settled. However, where a beneficiary declares the exercise of multiple Share Option Rights, fractions of shares shall be aggregated. If, during the term of the Share Option Rights, the company carries out capital measures or structural measures other than those specified in Sections a)gg)1) to 3), the personally liable partner or, insofar as members of the personally liable partner's Executive Board are affected, the personally liable partner's Supervisory Board, is authorised to treat the beneficiaries equally in economic terms. This applies in particular where the company increases its share capital by issuing new shares against cash contributions, or issues partial bonds with option or conversion rights, while granting shareholders a direct or indirect subscription right. Economic equal footing may be achieved by reducing the Exercise Price, by adjusting the subscription ratio, or by a combination of both. However, in such cases, the beneficiaries have no entitlement to economic equal footing. No compensation shall be granted in the event of the issue of shares, convertible bonds or option rights under share-based remuneration programmes, including this Share Option Programme 2026. Non-transferability and expiry The Share Option Rights are granted as non-transferable subscription rights. With the exception of inheritance, the Share Option Rights are neither transferable nor divestable, nor may they be pledged or otherwise encumbered. The Share Option Rights shall lapse without compensation if the employment relationship between the beneficiary and the company or the company affiliated with the company within the meaning of §§ 15 et seq. AktG or with the personally liable partner ceases, or if the company with which the employment relationship exists is no longer an affiliated company of the parent company. However, an employment relationship shall not be deemed to have ended if it is immediately followed by a new employment relationship with the company or with a company affiliated with the company within the meaning of §§ 15 et seq. AktG. Share Option Rights shall not lapse upon termination of the employment relationship if the Share Option Rights have previously become vested in accordance with the following provisions: The Share Option Rights issued to a beneficiary vest upon expiry of their respective Vesting Period. Following the issue of the Share Option Rights, a third party has acquired direct or indirect control of the company within the meaning of §§ 29 and 30 WpÜG (German Securities Acquisition and Takeover Act). Once the circumstances referred to in Sections a)hh)1) and 2) have arisen, the Share Option Rights may be exercised within the maximum term and upon achievement of the performance targets. In cases where the employment relationship ends due to death, reduced earning capacity, retirement, termination or other reasons not related to termination, or in the event that the beneficiary enters into a new employment relationship following the termination of their previous employment relationship, special provisions regarding the lapse of Share Option Rights may be included in the share option terms and conditions. ii) Regulation of the details The personally liable partner is authorised to lay down the further terms and conditions of the share option programme in the share option terms and conditions for the Eligible Groups of Persons; notwithstanding this, the Supervisory Board of the personally liable partner shall decide on behalf of the members of the personally liable partner's Executive Board. The further terms and conditions include, in particular, the scope of the Share Option Rights to be granted, further details regarding the adjustment of the Exercise Price and/or the subscription ratio in the event of capital and structural measures for the purpose of anti-dilution protection, provisions regarding the allocation of Share Option Rights within the Eligible Group of Persons, the issue price within the specified periods, the procedure for allocation to the individual Eligible Persons, the procedure for exercising the Share Option Rights, the setting of further Exercise Lock-up Periods, and further procedural rules, in particular regarding the technical handling of the issue of the relevant shares of the company or the payment of cash following the exercise of options and the granting of the company's own shares. Creation of new contingent capital The share capital is conditionally increased by up to EUR 2,200,000 through the issue of up to 2,200,000 bearer shares (" Contingent Capital 2026 I "). The contingent capital increase serves exclusively to grant rights to the holders of Share Option Rights under the Share Option Programme 2026 in accordance with the authorisation granted by the Annual General Meeting on 3 June 2026 pursuant to agenda item 8. The contingent capital increase shall only be carried out to the extent that the holders of Share Option Rights granted pursuant to the authorisation of the Annual General Meeting of 3 June 2026 exercise these Share Option Rights and the company does not satisfy the Share Option Rights by cash payment or by the grant of its own shares. The new shares shall participate in the profits from the start of the financial year for which, at the time of issue of the new shares, no resolution has yet been passed by the Annual General Meeting regarding the appropriation of retained earnings. The personally liable partner is authorised to determine the further details of the implementation of the contingent capital increase, unless Share Option Rights and shares are to be issued to members of the personally liable partner's Executive Board; in this case, the personally liable partner's Supervisory Board shall determine the further details of the implementation of the contingent capital increase. The company's Supervisory Board is authorised to amend the Articles of Association in accordance with the scope of the capital increase from Contingent Capital 2026 I. Amendment to the Articles of Association A new § 6E is added to the Articles of Association with the following wording: " § 6E CONTINGENT CAPITAL 2026 I The share capital is conditionally increased by up to EUR 2,200,000 through the issue of up to 2,200,000 bearer shares ("Contingent Capital 2026 I"). The contingent capital increase serves exclusively to grant rights to the holders of Share Option Rights under the Share Option Programme 2026 in accordance with the authorisation granted by the Annual General Meeting on 3 June 2026 pursuant to agenda item 8. The contingent capital increase shall only be carried out to the extent that the holders of Share Option Rights granted pursuant to the authorisation of the Annual General Meeting of 3 June 2026 exercise these Share Option Rights and the company does not satisfy the Share Option Rights by cash payment or by the grant of its own shares. The new shares shall participate in the profits from the start of the financial year for which, at the time of issue of the new shares, no resolution has yet been passed by the Annual General Meeting regarding the appropriation of retained earnings. The personally liable partner is authorised to determine the further details of the implementation of the contingent capital increase, unless Share Option Rights and shares are to be issued to members of the personally liable partner's Executive Board; in this case, the personally liable partner's Supervisory Board shall determine the further details of the implementation of the contingent capital increase. The company's Supervisory Board is authorised to amend the Articles of Association in accordance with the scope of the capital increase from Contingent Capital 2026 I. The personally liable partner has submitted a written report on the Share Option Programme 2026 proposed under item 8 of the agenda. The report is available on the company's website at https://ir.stroeer.com/agm/ . Resolution on the revocation of the existing authorisation to issue convertible and/or option bonds dated 22 June 2022 and the associated Contingent Capital 2022, and the creation of a new authorisation to issue convertible and/or option bonds, the exclusion of subscription rights, and the creation of Contingent Capital 2026 II and a corresponding amendment to § 6B of the Articles of Association The authorisation to issue convertible and/or option bonds, adopted in a resolution at the Annual General Meeting on 22 June 2022 for a term of five years, expires on 21 June 2027. The company has not yet made use of this authorisation. In order to enable the company to continue issuing convertible bonds and/or option bonds in the future to achieve an optimal financing structure, a new authorisation, essentially identical in content, for the issue of convertible bonds and/or option bonds with a renewed term of five years and a corresponding Contingent Capital 2026 II is to be adopted in a resolution by the Annual General Meeting at an early stage. The personally liable partner and the Supervisory Board therefore propose the following resolution: Revocation of the existing authorisation With effect from the date of entry of the new § 6B of the Articles of Association (see point (d) below) in the Commercial Register, the authorisation to issue convertible and/or option bonds, as adopted in a resolution by the company's Annual General Meeting on 22 June 2022 under agenda item 7 at that time, and the related Contingent Capital 2022 enshrined in § 6B of the Articles of Association, shall be revoked. Authorisation to issue convertible bonds and/or option bonds Authorisation period, nominal amount, term, number of shares The personally liable partner is authorised, with the approval of the Supervisory Board, to issue bearer convertible bonds and/or option bonds (together " bonds ") with or without a term limit, with a total nominal amount of up to EUR 500,000,000.00, once or multiple times until 2 June 2031, and to grant to or impose on the holders or creditors of convertible bonds and/or option bonds conversion or option rights in respect of bearer shares of the company with a pro rata amount of the share capital totalling up to EUR 11,330,000.00, in accordance with the detailed terms of the convertible bond or option conditions. The issue may also proceed in return for a contribution in kind. The bonds may be issued in euros or - in the equivalent value - in another legal tender, for example that of an OECD country. They may also - provided that the raising of funds serves the Group's financing interests - be issued by the company's affiliated companies; in such a case, the personally liable partner is authorised, with the approval of the Supervisory Board, to assume the guarantee for the bonds on behalf of the company, as well as to make further declarations and take actions necessary for a successful issue and - insofar as the bonds confer conversion or option rights to new bearer shares of the company - to grant such conversion or option rights to the holders. The individual issues may be divided into sub-bonds, each of which shall rank equally. Conversion and option rights If option bonds are issued, one or more warrants are attached to each sub-bond. These warrants entitle the holders to subscribe for bearer shares in the company in accordance with the option conditions to be determined by the personally liable partner. The terms and conditions of the option may also provide that the option price may be paid by transferring partial bonds and, where applicable, by making an additional cash payment. The proportionate amount of the company's bearer shares to be acquired per partial bond issue must not exceed the nominal value of the partial bond. In the event of any fractional shares, the terms and conditions of the option may provide that they be settled in cash or, where applicable, added together to subscribe for whole shares against an additional cash payment. If convertible bonds are issued, the holders shall be entitled to convert their bonds into bearer shares of the company in accordance with the terms and conditions of the convertible bonds to be determined by the personally liable partner. The conversion ratio is calculated by dividing the nominal amount or the issue price (if below the nominal amount) of a partial bond by the fixed conversion price for a bearer share of the company. The conversion ratio may be rounded to a whole number. An additional payment to be made in cash may be determined. Furthermore, provision may be made for non-convertible fractional amounts to be aggregated and/or settled in cash. If the nominal amount of the bonds and the conversion price are denominated in different currencies, the conversion shall be based on the latest reference rate of the European Central Bank available at the time of the final determination of the issue price of the bond. The proportionate amount of the share capital of the shares to be issued upon conversion may not exceed the nominal value of the partial bond. The terms and conditions of the convertible bond may also provide for a mandatory conversion at the end of the term or at an earlier date. In this case, the company may be entitled under the terms and conditions of the bonds to settle any difference between the nominal amount of the convertible bond and the product of the conversion price and the conversion ratio, in whole or in part, in cash. § 9 para. 1 AktG in conjunction with § 199 para. 2 AktG must be observed. The terms and conditions of the convertible bonds may also provide for the company's right, upon maturity of the bond linked to option or conversion rights (this also includes maturity due to termination), to grant the holders or creditors, in whole or in part, ordinary shares of the company in lieu of payment of the amount due. In such cases, subject to the specific provisions of the bond terms and conditions, the option or conversion price may either be at least the minimum price specified in point (cc), or correspond to the volume-weighted average price of the company's ordinary shares in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange during a reference period of 15 trading days prior to the final maturity date or the other specified date, even if the average price is below the minimum price of 80% specified below. The terms and conditions of bonds that grant or stipulate a conversion right, a conversion obligation and/or an option right may each provide that, in the event of conversion or the exercise of an option, existing shares of the company or new shares from authorised capital may be granted instead of new shares from the contingent capital. Furthermore, it may be provided that the company does not grant or deliver ordinary shares of the company to the holders of conversion or option rights, but instead pays for the number of shares to be delivered otherwise a sum of money corresponding to the volume-weighted average price of the company's ordinary share in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange during a period to be specified in the terms and conditions of the bonds. Conversion and option price, anti-dilution provisions In the event of the issue of bonds that grant or stipulate a conversion right, a conversion obligation and/or an option right, the conversion or option price - even where the following provisions on anti-dilution protection apply and in any event without prejudice to § 9 para. 1 AktG - must be at least 80% of the volume-weighted average price of the company's shares in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange during the 10 trading days prior to the personally liable partner's final decision on the issue of the offer to subscribe for bonds or on the declaration of acceptance by the company following the public invitation to submit subscription offers. In the case of trading in subscription rights, the closing prices on the days of trading in subscription rights shall be used, with the exception of the last two trading days for subscription rights trading. If, during the term of a bond, the economic value of the existing conversion and/or option rights or conversion obligations is diluted and no subscription rights are granted as compensation, the conversion or option rights or conversion obligations may - without prejudice to § 9 para. 1 AktG - be adjusted to preserve value in accordance with the detailed provisions of the terms and conditions of the bonds, provided that such adjustment is not already mandatory under law. The terms and conditions of the bonds may also provide for an adjustment of the option or conversion rights or conversion obligations in the event of a capital reduction or other extraordinary measures or events (such as unusually high dividends or the acquisition of control by third parties). In any event, the proportionate amount of the share capital of the bearer shares to be subscribed for in respect of each partial bond may not exceed the nominal amount per partial bond. Subscription rights, exclusion of subscription rights Shareholders are generally entitled to subscription rights. The bonds may also be underwritten by one or more banks with the obligation to offer them to shareholders for subscription. The personally liable partner is, however, authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to bonds for fractional amounts arising from the subscription ratio and, with the approval of the Supervisory Board, to exclude subscription rights to the extent necessary to grant holders of previously issued conversion or option rights to bearer shares of the company, or to creditors of previously issued convertible bonds carrying conversion obligations, to the extent to which they would be entitled as shareholders following the exercise of the conversion or option right or upon fulfilment of the conversion obligation. Insofar as bonds with conversion and/or option rights or conversion obligations are to be issued in return for cash, the personally liable partner is authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to such bonds in accordance with § 186 para. 3 sent. 4 AktG, provided that the issue price is not significantly lower than the theoretical market value of the bonds with conversion and/or option rights or a conversion obligation, as determined using recognised actuarial methods. If bonds with conversion and/or option rights or a conversion obligation are issued in accordance with § 186 para. 3 sent. 4 AktG with the exclusion of subscription rights, this authorisation to exclude subscription rights shall apply only to the extent that the shares issued or to be issued to service the conversion and/or option rights or in fulfilment of the conversion obligation do not exceed a total of ten per cent of the share capital, either at the time this authorisation takes effect or - if this figure is lower - at the time the authorisation is exercised. Shares in the company issued or sold by the company during the term of this authorisation, with the exclusion of subscription rights, in direct or analogous application of § 186 para. 3 sent. 4 AktG, shall be included in this figure. Furthermore, this figure shall include shares that have been issued or may still be issued to service conversion and/or option rights, provided that the bonds were issued during the term of this authorisation, with the exclusion of subscription rights, in accordance with § 186 para. 3 sent. 4 AktG. Finally, the personally liable partner is also authorised, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in respect of the bonds, provided that these are issued in return for a contribution in kind for the purpose of (also indirect) acquisition of companies, parts of companies, equity investments in companies or other assets, and the value of the contribution in kind is proportionate to the value of the bonds. In the case of bonds with conversion and/or option rights or a conversion obligation, the market value is decisive. Any issue of bonds with the exclusion of subscription rights under this authorisation may only take place if the notional proportion of the share capital attributable to the total number of new shares to be issued on the basis of such a bond does not exceed 10% of the share capital, either at the time the authorisation takes effect or - if this figure is lower - at the time of exercise of this authorisation. Shares issued during the term of this authorisation pursuant to another authorisation with the exclusion of subscription rights shall be counted towards this limit. Further options The personally liable partner is authorised, with the approval of the Supervisory Board and in accordance with the principles set out in this authorisation, to determine the further details of the issue and terms of the bonds and their conditions, or to determine these in agreement with the governing bodies of the affiliated companies issuing the bonds. This applies in particular to the interest rate, the method of interest calculation, the issue price, the term and denomination, the conversion or option period, the calculation of the conversion or option price on the basis of the parameters set out in this authorisation, the determination of a cash premium, the settlement or aggregation of fractional amounts, the (also partial) cash payment in lieu of delivery of bearer shares, the delivery of existing bearer shares in lieu of the issue of new bearer shares, and adjustment clauses in the event of economic dilution and extraordinary events. Creation of Contingent Capital 2026 II The company's share capital is conditionally increased by up to EUR 11,330,000.00 through the issue of up to 11,330,000 new bearer shares (Contingent Capital 2026 II). The contingent capital increase serves to grant bearer shares to the holders or creditors of convertible bonds and/or option bonds issued by the company or by an affiliated company pursuant to the authorisation adopted in the resolution by the Annual General Meeting of 3 June 2026 under agenda item 9. The new bearer shares shall be issued at the conversion or option price to be determined in each case in accordance with the authorisation resolution referred to above. The contingent capital increase shall only be carried out to the extent that conversion or option rights are exercised or to the extent that the holders or creditors obliged to convert fulfil their obligation to convert, and provided that no cash settlement is granted or treasury shares or new shares issued from authorised capital are used for servicing. The new bearer shares shall participate in profits from the start of the financial year in which they arise through the exercise of option or conversion rights or through the fulfilment of conversion obligations. The personally liable partner is authorised, with the approval of the Supervisory Board, to determine the further details of the implementation of the contingent capital increase. Amendment to § 6B of the Articles of Association § 6B of the Articles of Association shall be reworded as follows: " § 6B CONTINGENT CAPITAL 2026 II The company's share capital is conditionally increased by up to EUR 11,330,000.00 through the issue of up to 11,330,000 new bearer shares (Contingent Capital 2026 II). The contingent capital increase serves to grant bearer shares to the holders or creditors of convertible bonds and/or option bonds issued by the company or by an affiliated company pursuant to the authorisation with a term until 2 June 2031 adopted in the resolution by the Annual General Meeting of 3 June 2026 under agenda item 9. The new bearer shares shall be issued at the conversion or option price to be determined in each case in accordance with the authorisation resolution referred to above. The contingent capital increase shall only be carried out to the extent that conversion or option rights are exercised or to the extent that the holders or creditors obliged to convert fulfil their obligation to convert, and provided that no cash settlement is granted or treasury shares or new shares issued from authorised capital are used for servicing. The new bearer shares shall participate in profits from the start of the financial year in which they arise through the exercise of option or conversion rights or through the fulfilment of conversion obligations. The personally liable partner is authorised, with the approval of the Supervisory Board, to determine the further details of the implementation of the contingent capital increase." The personally liable partner has submitted a written report on item 9 of the agenda in accordance with § 278 para. 3 AktG in conjunction with § 221 para. 4 AktG in conjunction with § 186 para. 4 sent. 2 AktG. The report is available on the company's website at https://ir.stroeer.com/agm . Resolution on the approval of the remuneration system for the Executive Board members of the personally liable partner (Say on pay) Pursuant to § 120a para. 1 sent. 1 AktG, the Annual General Meeting of a listed company must adopt a resolution on the approval of the remuneration system for the members of the Executive Board submitted by the Supervisory Board in the event of any material change to the remuneration system, but at least every four years. The special feature of the legal form of a partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA), in contrast to a stock corporation (Aktiengesellschaft), is that it does not have its own Executive Board. Instead, the management of a partnership limited by shares is carried out by the personally liable partner - in this case, Ströer Management SE. Ströer Management SE does have an Executive Board. The Executive Board of Ströer Management SE is appointed by the Supervisory Board, which is also solely responsible for determining the remuneration of the Executive Board members. It follows that the remuneration system presented here concerns the Executive Board members of the personally liable partner Ströer Management SE, and was developed by the Supervisory Board of this company. In contrast, the Supervisory Board of Ströer SE & Co. KGaA is tasked with presenting the remuneration system to the Annual General Meeting of Ströer SE & Co. KGaA for approval and submitting the corresponding resolution proposal to it. The Supervisory Board most recently adopted a remuneration system for the members of the Executive Board on 21 March 2025, which was approved by the Annual General Meeting on 4 June 2025 ("Remuneration System 2025"). On 7 April 2026, the Supervisory Board adopted a resolution to amend the Remuneration System 2025 with effect from the approval by the Annual General Meeting in order to better reflect both corporate priorities and individual performance, to increase competitiveness and to further promote a long-term value orientation. The adjustments to the Remuneration System 2026 compared with the Remuneration System 2025 relate to the following newly introduced remuneration components: Introduction of a share option plan times the Exercise Price (" Cap "). Introduction of the option to grant a special bonus Board) Granting of share options with a four-year Vesting Period The exercise of Share Option Rights is subject to defined performance targets based on a multi-year assessment period The profit through the exercise of the Share Option Rights (the difference between the Strike Price and the Exercise Price) may not exceed three Not a regular component of the annual grant Award of a special bonus based on targets set before the start of the one-year performance period Targets must be special targets of particular strategic significance, e.g. in the context of restructuring measures Maximum amount of EUR 800,000 (Chairman of the Executive Board) or EUR 400,000 (member of the Executive With a view to these alterations in the remuneration components, the maximum remuneration of the Chairman of the Executive Board was also adjusted. The increase in the maximum remuneration of the Chairman of the Executive Board from EUR 7 million to EUR 12 million falls within the market-standard range of the MDAX. It is justified on objective grounds by the newly introduced share option programme, which makes it possible to exercise the Share Option Rights within a business year and thus requires a higher maximum remuneration. This supports the intended incentivising effect and the orientation of the remuneration of the Executive Board on a lasting increase in the value of the company. The new Remuneration System 2026 for the members of the Executive Board of the personally liable partner, Ströer Management SE, will be available on our website at https://ir.stroeer.com/agm from the time the Annual General Meeting is convened. The Supervisory Board therefore proposes that the new Remuneration System 2026 be approved for the members of the Executive Board of the personally liable partner Ströer Management SE - as made available on the company's website. Resolution on the remuneration of the members of the Supervisory Board, including the underlying remuneration system Pursuant to § 15 of the Articles of Association of Ströer SE & Co. KGaA, the remuneration of the Supervisory Board is approved by the Annual General Meeting with the consent of the personally liable partner. Furthermore, in the case of listed companies, pursuant to § 113 para. 3 sent. 1 and 2 AktG, a resolution must be passed on the remuneration of the members of the Supervisory Board at least every four years, whereby a resolution confirming the remuneration is permissible. The current remuneration for the members of the Supervisory Board and the remuneration system were last approved by the Annual General Meeting with the consent of the personally liable shareholder on 22 June 2022. The members of the Supervisory Board receive a fixed remuneration for their work, the amount of which depends on the duties undertaken on the Supervisory Board or its committees. No variable remuneration, which depends on the achievement of certain results or targets, is provided for members of the Supervisory Board. Following a review of remuneration, the personally liable partner and the Supervisory Board have concluded that it should be increased in part to take account of the heightened statutory requirements regarding the work of Supervisory Board members. Specifically, the remuneration for ordinary membership of the Supervisory Board is to be increased from the current EUR 6,000.00 p.a. to EUR 7,500.00 p.a. In addition, the Chairman of the Supervisory Board is to receive EUR 31,250.00 per annum in future, instead of the previous EUR 25,000.00 per annum; his deputy EUR 18,750.00 p.a. instead of the previous EUR 15,000.00 p.a. Furthermore, the remuneration for an ordinary member of the Audit Committee is to be increased from EUR 10,000.00 p.a. to EUR 12,500.00 p.a. The Chair of the Audit Committee is to receive EUR 18,750.00 p.a. in future, instead of the previous EUR 15,000.00 p.a. Otherwise, the remuneration for the members of the Supervisory Board and the underlying remuneration system are to remain unchanged. The remuneration for the members of the Supervisory Board proposed for approval at the Annual General Meeting, as well as the underlying remuneration system, are available on our website at https://ir.stroeer.com/agm from the time the Annual General Meeting is convened. The personally liable partner and the Supervisory Board therefore propose to adopt the following resolution: The remuneration for the members of the Supervisory Board is hereby determined in total as set out below, and the remuneration system for the members of the Supervisory Board - as published on the company's website - is approved: Chairman of the Supervisory Board EUR 31,250.00 Deputy Chairman of the Supervisory Board EUR 18,750.00 Ordinary member of the Supervisory Board EUR 7,500.00 Chairman of the Audit Committee EUR 18,750.00 ESG Representative of the Ströer Supervisory Board on the Audit Committee EUR 15,000.00 Ordinary member of the Audit Committee EUR 12,500.00 Chair of the Nomination Committee EUR 10,000.00 Ordinary member of the Nomination Committee EUR 5,000.00 A Chairman of the Supervisory Board who holds additional roles on the Supervisory Board's committees shall, in those committees, always receive only the remuneration of an ordinary committee member. Furthermore, the Chairman of the Supervisory Board and his deputy do not receive any additional remuneration as ordinary members of the Supervisory Board. The chairs of the Supervisory Board committees do not receive any additional remuneration as ordinary members of the respective committee, and the ESG Officer on the Audit Committee also does not receive any additional remuneration as an ordinary member of the Audit Committee. In all other cases, the individual remuneration amounts are added together where several offices or functions are held concurrently. The remuneration of the members of the Supervisory Board relates to the financial year. Members of the Supervisory Board who have served on the Supervisory Board or a committee, or held the aforementioned offices, for only part of the financial year shall receive remuneration proportionate to the time served.

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