Ströer : Report of General Partner of Ströer SE & Co. KGaA on share option programme 2026 (agenda item 8) (HV26 Report on share option programme2026 en)

About this update from Stroeer Se & Co. Kgaa

Re: Item 8: Report of the personally liable partner on the Share Option Programme 2026 Under agenda item 8, it is proposed to the Annual General Meeting that a new Share Option Programme be adopted, under which up to 2,200,000 subscription rights (" Share Option Rights ") may be issued, entitling the holders to subscribe for up to 2,200,000 bearer shares of the company. The Share Option Rights should be granted to members of the Executive Board of the personally liable partner, executives of the company below the level of the Executive Board of the personally liable partner, and members of the management of companies affiliated with the company within the meaning of §§ 15 et seq. AktG. This is intended to enable those executives who shape and implement the corporate strategy and are thus largely responsible for the company's performance to share in the company's success. This is intended to contribute to a sustainable increase in the company's value by providing lasting motivation for the executives of the company and its affiliated companies. The issue of Share Option Rights as a performance-related component of remuneration secures and promotes this motivation, strengthens identification of the persons entitled to subscribe with the company, and intensifies their loyalty to the company. The performance incentive created in this way is in the interests of the company and its shareholders. To service the Share Option Rights, a new Contingent Capital 2026 of up to EUR 2,200,000 is to be approved by the Annual General Meeting. This Contingent Capital 2026 is limited to a volume of 3.93% of the share capital at the time the resolution is passed. The exercise of Share Option Rights with new shares may therefore result in a maximum dilution of 3.93% for existing shareholders. Each Share Option Right issued under the Share Option Programme 2026 grants the right, subject to the specific terms of the share option terms and conditions, to acquire, upon payment of the relevant exercise price, 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 also provide that, in order to satisfy the Share Option Rights, a cash payment or treasury shares of the company, at the company's discretion, may be issued instead of new shares from the Contingent Capital. This increases the company's flexibility to choose the method of settlement that is appropriate for it when the Share Option Rights are exercised -taking into account its liquidity position and the dilution for existing shareholders, which does not occur when treasury shares are granted or cash settlement is provided. The Share Option Rights may be issued up to and including 2 June 2031. 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. Under the Share Option Programme 2026, a total of up to 1,500,000 Share Option Rights may be issued to members of the Executive Board of the personally liable partner, up to 350,000 Share Option Rights to executives of the company, and up to 350,000 Share Option Rights to members of the management of companies affiliated with the company within the meaning of §§ 15 ff. AktG. The determination of the beneficiaries, the scope of the Share Option Rights to be granted to them in each case, and the specification of further details regarding the issue and structure of the Share Option Rights shall be the responsibility of the personally liable partner. Only the 1 Supervisory Board of the personally liable partner is responsible for the issue of Share Option Rights to members of the personally liable partner's Executive Board. 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. In order to provide the beneficiaries with a long-term incentive to increase the company's value in the interests of all shareholders, the Share Option Rights may be exercised no earlier than four years after the date of their issue, which also ensures compliance with the requirement set out in § 193 para. 2 no. 4 AktG. However, the exercise is not possible 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. This is intended to prevent the exploitation of inside information in accordance with capital markets regulations. In justified exceptional cases, further lock-up periods may be established. In the interests of the shareholders in achieving sustainable value growth for the company, the Share Option Rights may only be exercised if the performance targets are met at the end of the vesting period. Performance targets are the achievement of the share prices specified in the Share Option Programme and an increase in the company's enterprise value such that the Group's Adjusted EBITDA, as reported in the consolidated financial statements, for the financial year ending prior to the expiry of the respective vesting period, must amount to at least EUR 625 million. The setting of two different performance targets ensures that remuneration is aligned with sustainable and long-term development in accordance with the provisions of the German Stock Corporation Act. 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 future and to allow shareholders to participate in the expected increases in value, the performance targets are subject to adjustment in this case. In this case, the share prices specified in the Share Option Programme shall be reduced by the amount of one or more special dividends distributed or by the economic value allocated to shareholders in the event of a spin-off or comparable structural measure, provided that such distributions exceed the limit of EUR 200 million. Under the same conditions, the Adjusted EBITDA is reduced by the amount attributable to the sold or spun-off investment(s) as shown in the most recent consolidated financial statements. 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. Upon exercise of the Share Option Rights, the so-called exercise price must be paid by the entitled beneficiaries to the company. 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 the company disposes of one or more non-core assets, the above provisions shall apply mutatis mutandis . The exercise price is reduced by the amount of the special dividend or the economic value of the benefit received by a shareholder of the company per ordinary share. The profit that the beneficiary can realise through the exercise of the Share Option Rights is limited to three times the exercise price (" Cap "). The profit is calculated as the difference between the market price of the share on the day prior to exercise and the Exercise Price. This Cap ensures that the financial benefit associated with the Share Option Rights is capped in the event of exceptional upward movements and, overall, does not result in the remuneration components arising from the Share Option Programme 2026 being deemed inappropriate. If the Cap is exceeded, the number of exercisable options will therefore be reduced so that the Cap is no longer exceeded. Any options that cannot be exercised in this respect shall lapse without compensation. If the company implements capital and structural measures during the term of the Share Option Rights, the beneficiaries may be treated on an economically equivalent basis in order to counteract dilution to that extent. In certain cases - namely in the event of a capital increase from company funds through the issue of new shares, in the event of a capital reduction by way of consolidation or redemption of shares, and in the event of a share split without a change in the share capital - the resolution of the Annual General Meeting itself provides for protection against dilution. The Share Option Rights are granted as non-transferable subscription rights. With the exception of inheritance, they are neither transferable nor divestable, nor may they be pledged or otherwise encumbered. This is intended to ensure the personal incentive effects pursued by the Share Option Programme. Share Option Rights generally lapse if there is no longer an employment relationship between the beneficiary and the company or a Group company or the personally liable partner, or if the company with which the employment relationship exists is no longer an affiliated company of the company. However, this does not apply if the Share Option Rights have become vested after the expiry of the four-year vesting period or if a change of control within the meaning of the Securities Acquisition and Takeover Act (WpÜG) occurs at the company. In the event of death, reduced earning capacity, retirement, dismissal or other termination of the beneficiary's employment relationship not resulting from dismissal, special provisions regarding the forfeiture of Share Option Rights may be provided for in the share option terms and conditions. The personally liable partner and the Supervisory Board are convinced that the Share Option Programme 2026 proposed under agenda item 8, which is contingent upon the achievement of long-term growth targets and the performance of the company's share price, is suitable for creating a sustainable performance incentive for the selected executives of the company and its Group companies and for contributing to a sustainable increase in the company's value in the interests of the company and its shareholders. Cologne, April 2026 Ströer SE & Co. KGaA Personally liable partner, Ströer Management SE Executive Board Sgd. Udo Müller Henning Gieseke (CEO) (CFO)

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