Annual Report 2025 YOC Group

YOC AG

ANNUAL REPORT 2025

https://www.yoc.com

THE TECHNOLOGY PLATFORM

FOR HIGH-IMPACT ADVERTISING

BERLIN DUSSELDORF HAMBURG HELSINKI STOCKHOLM VIENNA WARSHAW ZURICH

YOC AT A GLANCE

STOP ADVERTISING. START TELLING A STORY.

TABLE OF CONTENTS

1. TO OUR SHAREHOLDERS 7

   LETTER TO THE SHAREHOLDERS OF YOC AG 8

   THE YOC SHARE 11

   MANAGEMENT BOARD 12

   SUPERVISORY BOARD 12

   FINANCIAL CALENDER 2026 14

   REPORT OF THE SUPERVISORY BOARD OF YOC AG 15

   DECLARATION OF COMPLIANCE 2025 19

   REMUNERATION REPORT OF YOC AG 22

   REPORT OF THE INDEPENDENT AUDITOR ON THE FORMAL AUDIT OF THE

   REMUNERATION REPORT PURSUANT TO § 162 ABS. 3 AKTG 30

2. BUSINESS MODEL, TECHNOLOGY AND MARKET ENVIRONMENT 32

   BUSINESS MODEL 33

   VIS.X®-PLATTFORM 35

   YOC AD PRODUCTS 40

   YOC AI-POWERED SOLUTIONS 46

   RESEARCH STUDIES ON ADVERTISING EFFECTIVENESS AND ATTENTION 48

   NEW META STUDY ON BRAND EFFECTIVENESS 50

   MARKET ENVIRONMENT 51

3. GROUP MANAGEMENT REPORT 55

   BUSINESS DEVELOPMENT OF THE YOC GROUP 56

   DEVELOPMENT OF THE EARNINGS POSITION OF THE YOC GROUP 58

   DEVELOPMENT OF THE YOC GROUP'S FINANCIAL POSITION AND NET ASSETS 60

   FORECAST REPORT OF THE YOC GROUP 65

   DEVELOPMENT OF THE EARNINGS POSITION OF YOC AG 68

   DEVELOPMENT OF THE FINANCIAL POSITIONS AND NET ASSETS OF YOC AG 70

   FORECAST REPORT YOC AG 72

   OPPORTUNITIES AND RISKS REPORT 74

   CONTROL AND RISK MANAGEMENT REPORT ON THE ACCOUNTING PROCESS 81

   DESCRIPTION OF THE KEY FEATURES OF THE INTERNAL CONTROL SYSTEM 83

   INFORMATION ON THE SHARES AND EXPLANATORY REPORT OF THE MANAGEMENT

   BOARD 84

   STATEMENT ON CORPORATE GOVERNANCE 87

4. CONSOLIDATED FINANCIAL STATEMENTS 97

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 98

CONSOLIDATED BALANCE SHEET 99

CONSOLIDATED CASH FLOW STATEMENT 100

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 102

ASSURANCE BY THE LEGAL REPRESENTATIVES 160

INDEPENDENT AUDITOR'S REPORT 161

IMPRINT 172

1. ‌TO OUR SHAREHOLDERS

   LETTER TO THE SHAREHOLDERS 8

   THE YOC SHARE 11

   MANAGEMENT BOARD 12

   SUPERVISORY BOARD 12

   FINANCIAL CALENDER 2026 14

   REPORT OF THE SUPERVISORY BOARD OF YOC AG 15

   DECLARATION OF COMPLIANCE 2025 19

   REMUNERATION REPORT OF YOC AG 22

   REPORT OF THE INDEPENDENT AUDITOR ON THE FORMAL AUDIT OF THE

   7

   REMUNERATION REPORT PURSUANT TO § 162 ABS. 3 AKTG 30

   
   
   

   ‌LETTER TO THE SHAREHOLDERS OF YOC AG

   Dear Shareholders,

   Fiscal year 2025 was a year of significant challenges for YOC AG - operationally, market-driven, and macroeconomic in nature. At the same time, it was a year that tested our organization's ability to stay agile, make resilient decisions, and continue investing decisively in our technology stack.

   REVENUE PERFORMANCE: GROWTH, BUT BELOW OUR AMBITION

   In fiscal year 2025, we increased consolidated revenue by 6%, from EUR 35.0 million to EUR 37.1 million. While this represents growth, it fell short of both our internal expectations and the growth rates YOC has consistently delivered in recent years.

   High volatility throughout the year underscored the challenging market environment. While we achieved strong revenue growth of +16% in Q2 and +18% in Q3, Q1 (+3%) was weak and Q4 proved particularly disappointing, with an 8% revenue decline. The primary driver was a pronounced pullback by advertisers in the German market. A sharply deteriorating revenue trajectory over the course of the fourth quarter - compared to the prior year - reflected a macroeconomic environment in which short-term advertising budgets had largely disappeared from the market.

   STRONG INTERNATIONAL GROWTH - GERMANY AS A LOCAL OUTLIER

   A regional view is essential. Our international operations delivered robust growth of 15% in 2025 and performed very well overall. Against this backdrop, the 1% revenue decline in our home market Germany is clearly a local phenomenon - not a structural one.

   Importantly, in an overall shrinking German display and video advertising market, YOC demonstrated above-average resilience. While large parts of the competitive landscape experienced double-digit declines, we were able to largely mitigate the downturn thanks to solid performance across the first three quarters.

   GROSS MARGIN DECLINE - FIRST TIME IN OVER A DECADE

   The defining financial topic of fiscal year 2025 was the decline in gross margin by 4.9 percentage points, from 47.3% to 42.4% - the first decline after more than ten years of continuous improvement. This development was driven by several clearly identifiable factors:

   ❭ Demand side pressures:

   Rebates paid to media agencies increased disproportionately relative to revenue. Agencies themselves are currently under intense margin pressure, while overall advertising spend remained constrained.

   ❭ Supply and cost side dynamics:

   Costs for external services critical to our delivery (including data procurement and server infrastructure) increased materially. In addition, higher payouts to publishers - weighed further by the fact that our proprietary AI-based media buying is not yet fully rolled out - put additional pressure on gross profit.

   ❭ One-off effects:

   ❭ A significant increase in operating costs for the VIS.X® programmatic trading platform in the first half of the year, driven by a sharp expansion of available inventory

   ❭ A deliberately initiated, temporary project in the automated open market (OMP) designed to drive volume through margin reduction, which did not deliver the expected impact and was therefore discontinued decisively.

   Based on revenues of EUR 37.1 million, the year-over-year decline in gross margin resulted in a negative profitability impact of approximately EUR 1.8 million.

   SIGNIFICANTLY LOWER OPERATING PROFITABILITY IN 2025

   As a consequence of weaker revenue momentum, reduced gross margins, and negative FX effects from a weakening US dollar (impact of approx. EUR -0.5 million), EBITDA declined by 54% to EUR 2.4 million (prior year: EUR 5.2 million). Fixed costs came in below budget; however, they were not sufficient to offset the gross margin decline and the one-off effects described above.

   NET INCOME

   Depreciation and amortization increased due to continued investments in the VIS.X® platform as well as IFRS 16 effects. The financial result remained slightly negative but immaterial. The tax rate was in line with the prior year, as loss carryforwards expired at several subsidiaries. As a result, consolidated net income came in at EUR -0.5 million.

   FINANCIAL RESILIENCE DESPITE HEADWINDS

   Despite missing our earnings targets, we generated positive operating cash flow of EUR 3.8 million in 2025 - nearly in line with the prior year (EUR 4.1 million). In addition to the period result, operating cash flow was significantly influenced by working capital effects, most notably a EUR

   1.3 million inflow from the development of receivables and other assets. At year-end, YOC held cash and cash equivalents of EUR 4.1 million, plus unused revolving credit facilities of EUR 1.5 million with our core banking partners. This balance sheet strength provides us with both planning security and strategic flexibility.

   INVESTING WITH CONVICTION

   In 2025, we increased investments by 8% to EUR 2.6 million - intentionally and with a clear long-term perspective. Our key focus areas included:

   ❭ Continued expansion of our core technology infrastructure, including a proprietary demand-side platform enabling media buying in additional markets and new digital channels

   ❭ Scaling our AI-driven product and solution portfolio

   ❭ Investments in standardization and automation to unlock efficiencies across the value chain

   ❭ New features for our YOC High-Impact ad formats

   ❭ Further development of VIS.X® Identity Intelligence - our proprietary, advanced data-driven approach that leverages multiple sources to identify, understand, and target users across different digital platforms.

   9

   ‌In parallel, we successfully entered the Connected TV (CTV) space, enabling us to offer High-Im-pact formats "on all screens". We also significantly expanded our premium publisher reach across all markets in 2025.

   While the impact of these initiatives may not yet be fully visible, all of these investments are designed to scale over the coming periods and contribute meaningfully to YOC's future growth trajectory.

   OUTLOOK 2026: BACK TO GROWTH AND PROFITABILITY

   For fiscal year 2026, we expect consolidated revenue in the range of EUR 39.0 to 41.0 million. Based on this outlook, we anticipate EBITDA between EUR 3.0 and 4.5 million and consolidated net income between EUR 0.0 and 1.5 million.

   Even today, we are seeing clear operational improvements - particularly in gross margin development, platform efficiency, and demand across our international markets.

   2025 was a challenging year. But it was also a year of learning, strengthening fundamentals, and making deliberate strategic choices. Our business model is intact, our technology position is strong, and our team is highly motivated.

   Dear shareholders, we therefore look ahead with realism - but also with confidence - and thank you for your continued trust.

   Warm regards,

   
   
   

   Dirk-Hilmar Kraus CEO der YOC AG

   HHS Grundstucks- und

   
   
   

   Beteilig ungsgesellschaft mbH & Co. KG

   ‌SHAREHOLDER STRUCTURE OF YOC AG

   INFORMATION ON THE LISTING

   DOMESTIC SHARES

   593273

   XETRA

   DE0005932735

   PRIME STANDARD

   'The ownership interest held by dkam GmbH is attributed to Mr Dirk-Hilmar Kraus.

   ‌MANAGEMENT BOARD

   
   
   

   As at 31 December 2025, the Management Board of YOC AG consisted of one member:

   DIRK-HILMAR KRAUS

   BERLIN

   Dirk-Hilmar Kraus has been appointed to the Management Board of YOC AG since 10 September 2013.

   He previously served on the Management Board of YOC AG from 2001 to 2012, acting as Chairman of the Board from 2005 onwards.

   He founded YOC AG together with a partner in Berlin in 2001, having previously worked as a senior consultant for Roland Berger Strat-

   egy Consultants, where he focused primarily on the restructuring and strategic reorientation of companies. Dirk-Hilmar Kraus holds no other directorships.

   ‌SUPERVISORY BOARD

   
   
   

   As at 31 December 2025, the Supervisory Board of YOC AG consisted of three members:

   DR NIKOLAUS BREUEL

   BERLIN

   Dr Nikolaus Breuel is the Chairman of the Supervisory Board of YOC AG.

   He has many years of experience as a CEO in the service sector. His core competencies lie in defining and implementing strategic corporate directions and restructuring.

   Positions:

   ❭ Managing Partner, Karl-J. Kraus GmbH

   ❭ YOC AG: Chairman of the Supervisory Board (since 01/2014), Member (since 06/2013)

   KONSTANTIN GRAF LAMBSDORFF

   BERLIN

   
   
   

   Konstantin Graf Lambsdorff is the Deputy Chairman of the Supervisory Board of YOC AG, as well as a solicitor and specialist in tax law.

   He has been advising companies and investors on investments, financing and transactions for over 20 years. Konstantin Graf Lambsdorff is one of the founding partners of Lambsdorff Rechtsanwälte, a spin-off from a major international law firm specialising in growth companies.

   Positions:

   ❭ YOC AG: Deputy Chairman of the Supervisory Board (since 2014)

   ❭ VENTIS Holding AG (formerly PRIMUS Holding AG): Chairman of the Supervisory Board (since 2009)

   ❭ VENTIS Immobilien AG: Chairman of the Supervisory Board (since 2022)

   
   
   

   ❭ VENTIS Commercial AG: Chairman of the Supervisory Board (since 2022)

   SACHA BERLIK

   COLOGNE

   Sacha Berlik is the third member of the Supervisory Board of YOC AG. The entrepreneur and investor was Managing Director EMEA at The Trade Desk. Prior to this, he founded the first European programmatic marketing agency, mexad, which he sold to DataXu (now ROKU).

   In addition to the digital agency Oridian (now Ybrant Digital), he founded one of the first European ad networks, Active Agent, and planned the online presence for the major German commercial TV broadcaster Sat.1.

   Positions:

   ❭ YOC AG: Member of the Supervisory Board (since 2014)

   
   
   

   11-13 MAY 2â26

   EQUITY FORU? SPRIC CONFERENCE

   23 -25 NOVEMBER 2â26

   ER LAN EgL ITY FORMLI

   28 APRIL 2â26

   ‌ANNEA L RE POR 202

   4-5 FEBRUARY 2â26

   HAMEUPCER IVEST0P DAYS

   18 AUGUST 2026

   26 MAY 2026

   INTERIM REPORT FIRST QUARTER 2026

   17 NOVEMBER 2026

   INTER I H RE PORT THIRD UARTER 2026

   INTERIM REPORT FIRST HALF 2026

   ‌REPORT OF THE SUPERVISORY BOARD OF YOC AG

   The Supervisory Board of YOC AG has comprehensively and diligently fulfilled its duties and obligations in the 2025 financial year in accordance with the law, the Articles of Association and the Rules of Procedure. It has dealt intensively with the company's situation, regularly advised the Management Board on the management of the company and continuously monitored its activities. In doing so, it has satisfied itself as to the legality, propriety and regularity of the management. This monitoring also covered appropriate measures relating to risk management and compliance.

   The Supervisory Board also ensured that the Management Board had taken the measures incumbent upon it under Section 91(2) of the German Stock Corporation Act (AktG) in an appropriate manner. The Supervisory Board was directly involved in all decisions of fundamental importance to the company and discussed these in detail.

   The Supervisory Board duly addressed the company's revenue and earnings situation, the course of business, the intended business policy and corporate planning, as well as the risk management system and the internal control system, by means of regular written and oral reports from the Management Board.

   With regard to decisions or measures of the Management Board which, under the law or the applicable rules of procedure of the Management Board, require the approval of the Supervisory Board, the Supervisory Board granted its approval in each case following a thorough examination of the documents submitted and after detailed discussion.

   In addition to numerous specific issues, measures requiring approval and business developments, fundamental questions regarding corporate and product strategy, financing, the development of international business and personnel decisions were discussed in detail during the 2025 financial year. Short-term, medium-term and long-term issues were addressed in equal measure.

   COMPOSITION OF THE SUPERVISORY BOARD

   In 2025, the Supervisory Board of YOC AG consisted of three members, unchanged from the previous year. Dr Nikolaus Breuel chairs the board. His deputy is Konstantin Graf Lambsdorff. The board is completed by the third Supervisory Board member, Sacha Berlik.

   COMMITTEES

   YOC AG has formed an Audit Committee comprising all three members of the Supervisory Board. Mr Graf Lambsdorff chairs the Audit Committee. In the 2025 financial year, the Audit Committee held a total of five meetings, each of which was attended by all committee members. The meetings were held in person.

   The Audit Committee dealt with the review of financial reporting, the monitoring of the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, as well as the audit of the financial statements and compliance. Financial reporting comprises, in particular, the consolidated financial statements in accordance with IFRS, the combined management report and the separate financial statements in accordance with the German Commercial Code (HGB).

   In the 2025 financial year, issues relating in particular to the accounting and financial reporting of YOC AG were addressed, as required by the relevant statutory provisions, the German Corporate Governance Code (DCGK) and the Supervisory Board's rules of procedure. Due to its size, the Supervisory Board has not formed any further committees.

   KEY ISSUES RELATED TO THE SUPERVISORY BOARD'S ACTIVITIES

   During the reporting period, a total of five meetings of the Supervisory Board took place, all of which were held in person. All members of the Supervisory Board attended all meetings of the Supervisory Board in person. In addition, resolutions of the Supervisory Board were passed by telephone and in writing.

   All members of the Supervisory Board attended all meetings and participated in the other resolutions during the 2025 financial year, meaning that the Supervisory Board was always fully constituted and quorate.

   The Supervisory Board was kept continuously informed by the Management Board of YOC AG regarding current developments in the business situation and all significant business transactions.

   The Supervisory Board was also informed by the Management Board of events of particular significance between meetings. Furthermore, the Chairman of the Supervisory Board and the Management Board held regular information and consultation meetings.

   The Supervisory Board also regularly made use of the opportunity to discuss matters and hold meetings without the presence of the Management Board. No indications of potential conflicts of interest on the part of Supervisory Board members arose in the 2025 financial year, nor were any reported by the members of the Supervisory Board.

   The Supervisory Board devoted primary attention to economic and strategic aspects such as the business performance of all the company's locations, and in particular to the macroeconomic challenges whose effects are weighing on the economy as a whole and the measures taken to address them, product development, the further development of the business model as a provider of digital advertising technology - in this context, primarily the further development of the company's proprietary trading platform VIS.X® - , the company's financial and liquidity planning, and the self-assessment of the Supervisory Board's work.

   MEETINGS OF THE SUPERVISORY BOARD

   ❭ At the Supervisory Board meeting on 20 February 2025, the Supervisory Board examined in detail the provisional and unaudited financial figures, as well as the company's performance in the past financial year 2024 and the expected business and liquidity trends for the first quarter of 2025. In addition, the Supervisory Board was briefed on the measures taken and their effectiveness in relation to cyber security and fraud prevention. Furthermore, the roadmap for further corporate, platform and product development and the respective status of implementation were discussed.

   ❭ The meeting on 16 April 2025 was primarily devoted to the annual and consolidated financial statements for the 2024 financial year. The Supervisory Board approved these during the meeting by means of a corresponding resolution. Other items on the agenda included the

   current business performance and projections for the first half of 2025, as well as the revenue and profitability trends of competitors compared to the YOC Group.

   ❭ The meeting on 16 July 2025 focused on business performance in the first half of the 2025 financial year and the YOC Group's potential for medium-term revenue growth.

   ❭ At the meeting on 16 October 2025, the forecast as at 30 September 2025 was discussed. A key focus was on the impact of various challenges on gross profit, as well as performance in the YOC Group's individual markets. Furthermore, the Supervisory Board examined liquidity trends for the 2025 financial year.

   ❭ At the Supervisory Board meeting on 2 December 2025, the Supervisory Board examined in detail the business plan, liquidity planning and the planned personnel expenses for the 2026 financial year. In addition, the Supervisory Board was briefed on the preventive measures taken in the area of fraud and cyber security.

   Furthermore, the Supervisory Board passed numerous resolutions in the 2025 financial year: these included the reappointment of Mr Kraus to the company's Executive Board, the declaration of conformity with the German Corporate Governance Code, and the convening of the 2025 Annual General Meeting and the resolutions to be put forward.

   CORPORATE GOVERNANCE

   The Supervisory Board also addressed the current recommendations of the German Corporate Governance Code in the 2025 financial year. In this context, the Supervisory Board also reviewed the appropriateness and customary nature of the Management Board's remuneration. Furthermore, the Supervisory Board discussed the efficiency of its activities and the content of the Corporate Governance Statement, including the Declaration of Compliance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act (AktG).

   The Management Board and Supervisory Board renewed their joint declaration of conformity in February 2026. The company largely complies with the recommendations of the German Corporate Governance Code.

   The Declaration of Conformity, together with explanations regarding deviations from the Code's recommendations, forms part of the Corporate Governance Statement within the Management Report in YOC AG's Annual Report. Furthermore, the Declaration of Conformity has been made permanently available on the company's website.

   Further information on corporate governance at YOC AG can be found in the Corporate Governance Statement in the Annual Report.

   CHANGES IN THE EXECUTIVE BOARD

   There were no personnel changes on the company's Executive Board during the 2025 financial year.

   TRAINING AND DEVELOPMENT INITIATIVES

   The company has supported the members of the Supervisory Board with training and development measures. During 2025, the members of the Supervisory Board received training in particular on capital market law obligations and current topics such as trends in Executive Board

   remuneration, audit obligations relating to the income tax information report, and legislative developments in connection with the EU Listing Act and the Future Financing Act.

   In the event of any personnel changes on the Supervisory Board, the Company will also provide appropriate support to the new members of the Supervisory Board upon their appointment.

   AUDIT OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS

   The auditor appointed by the Supervisory Board, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, has audited the annual and consolidated financial statements prepared by the Management Board, as well as the management report prepared in summary form for YOC AG and the Group for the financial year 2025, and has issued an unqualified audit opinion on both the annual and consolidated financial statements.

   The above documents and the audit reports were made available to all members of the Supervisory Board in good time.

   The documents were comprehensively reviewed and discussed in the presence of the auditor at the balance sheet meeting on 21 April 2026.

   The auditor reported on the key findings of his audit and was available to provide further information. The auditor also addressed the scope and focus of the audit. There were no circumstances giving rise to concerns regarding the auditor's impartiality.

   The Supervisory Board took note of the auditor's report and, following its own review, concurred with the findings of the auditor's audit. The Supervisory Board also concurred with the Management Board's assessment of the situation of YOC AG and the YOC Group.

   As the final outcome of its own review raised no objections, the Supervisory Board approved the annual and consolidated financial statements prepared by the Management Board, as well as the management report prepared in summary form for YOC AG and the YOC Group for the financial year 2025. The annual financial statements of YOC AG are thus adopted.

   THANKS TO THE MANAGEMENT BOARD AND THE EMPLOYEES

   The Supervisory Board would like to thank the Management Board and all employees of YOC AG and all Group companies for their hard work during the past financial year 2025.

   Berlin, April 2026

   
   
   

   signed Dr Nikolaus Breuel

   Chairman of the Supervisory Board of YOC AG

   ‌DECLARATION OF COMPLIANCE 2025

   Pursuant to Section 161 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of a listed stock corporation must declare annually that the recommendations of the "Government Commission on the German Corporate Governance Code" published by the Federal Ministry of Justice in the official section of the Federal Gazette have been and will be complied with, or which recommendations have not been or will not be applied and why.

   The declaration must be made publicly available on the company's website.

   The German Corporate Governance Code (DCGK) contains provisions of varying degrees of binding effect. In addition to descriptions of applicable company law, it contains recommendations from which companies may deviate; however, they are then obliged to disclose this annually. Pursuant to Section 161 of the German Stock Corporation Act (AktG), deviations from the recommendations of the DCGK must also be justified.

   Furthermore, the DCGK contains suggestions from which companies may deviate without disclosure.

   This statement covers the period since the last compliance statement of February 2025 and relates to the recommendations of the "Government Commission on the German Corporate Governance Code" in the version dated 28 April 2022 ("DCGK 2022"), which were published in the Federal Gazette on 27 June 2022 and thereby came into effect.

   YOC AG's statement is made permanently available to the public on the company's website at https://yoc.com/de/management-corporate-governance.

   Earlier versions of the declaration of compliance can also be found there. The Management Board and Supervisory Board of YOC AG intend to continue to comply with the recommendations of the DCGK 2022 in future, subject to the following deviations.

   ❭ Section A.4 DCGK 2022: The establishment of a protected whistleblower system has so far been dispensed with, as, in the view of the Management Board and Supervisory Board, there is as yet no sufficient practical experience with such a system in Germany for companies with fewer than 50 employees. It is therefore intended to wait and see whether the arguments put forward against a whistleblowing system for companies with fewer than 50 employees -such as, in particular, high costs, potential negative effects on the working atmosphere and susceptibility to abuse - actually play a role in practice, and which solutions will become established to avoid these issues.

   ❭ Section A.2 of the DCGK 2022: The appropriate representation of women in the two management levels below the Executive Board depends on individual suitability for the respective position. On this basis, the Executive Board will take diversity into account when filling management positions and will strive for an appropriate representation of women.

   ❭ Sections G.3 and G.4 of the DCGK 2022: To assess the customary nature of the specific total remuneration of Executive Board members compared with other companies, the Supervisory Board shall use a suitable peer group of other companies, the composition of which it shall disclose. Furthermore, the Supervisory Board shall compare the ratio of executive board remuneration to the remuneration of senior management and the workforce over time, whereby the Supervisory Board shall define, for the purposes of the comparison,

   how senior management and the relevant workforce are to be defined. When assessing the appropriateness of the Management Board's remuneration, the Supervisory Board of YOC AG also takes into account the level and structure of executive board remuneration within the sector-specific comparative environment of listed and unlisted companies. However, the Supervisory Board has refrained from defining a specific peer group of other companies. Nor has an explicit definition of the senior management group been made for the vertical remuneration comparison. The rationale behind the Supervisory Board's decisions is that the economic scope for manoeuvre in salary negotiations should not be restricted.

   ❭ Section B.1 of the DCGK 2022: The Management Board currently consists of only one male member. Membership of the Management Board is determined primarily by individual suitability for this body.

   ❭ Section B.2 DCGK 2022: The Supervisory Board shall, together with the Management Board, ensure long-term succession planning and, in accordance with the DCGK, describe the procedure in the Corporate Governance Statement. In view of the long-standing commitment of the current sole member of the Management Board, Dirk Kraus, as the company's founder, the Supervisory Board has not yet deemed it necessary to develop guidelines for succession planning for the Management Board. The Supervisory Board will continuously review the necessity of succession planning in light of the company's specific management structure and needs and, where necessary, ensure long-term succession planning.

   ❭ Section B.5 of the DCGK 2022: An age limit for members of the Management Board has not been set by the Supervisory Board. The members of the Supervisory Board are convinced that suitability for corporate management depends largely on individual capability.

   ❭ Sections D.2 and D.4 of the DCGK 2022: Apart from establishing an Audit Committee (Audit Committee), the Supervisory Board has not established any further committees, in particular no Nomination Committee. In accordance with the Articles of Association, the Supervisory Board consists of three members, meaning that the Nomination Committee would have to be composed of (almost) all members of the full board, which would not lead to any improved preparation of the Supervisory Board's proposals regarding shareholders' election proposals. The same reason also argues against the establishment of further committees.

   ❭ Section C.1 DCGK 2022: To implement the 'Act on the Equal Participation of Women and Men in Leadership Positions in the Private Sector and the Public Service', which came into force in May 2015, the Company's Supervisory Board has set targets for the proportion of female members on the Supervisory Board and the Management Board. Beyond fulfilling this legal obligation, the Supervisory Board has not defined any specific targets for its composition. The Supervisory Board has and will continue to propose to the Annual General Meeting the candidate(s) whom it, following careful consideration and taking into account the com-pany's specific situation, deems most suitable for the position to be filled on the Supervisory Board. In this respect, the Supervisory Board has implicitly always defined a 'competence profile' for the vacancy on the Supervisory Board and will continue to do so. Naturally, the Supervisory Board has been and will continue to be guided by the selection criteria of the German Corporate Governance Code in its nominations. However, there is no permanently documented competency profile for the Supervisory Board as a whole, not least given the size of the Supervisory Board.

   ❭ Sections C.1, sentence 2, and C.2 of the DCGK 2022: For membership of the Supervisory Board, individual suitability for the body is decisive. Against this background, the Supervisory Board has not established any explicit diversity criteria beyond the target figure for the proportion of women. No age limit or standard limit on the duration of membership has been set for Supervisory Board members. The suitability to monitor and advise the Management Board as a member of the Supervisory Board and to act as an equal counterpart to the Management Board depends largely on individual capability.

   ❭ Section G.10 DCGK 2022: The variable remuneration of the Management Board is granted exclusively in cash. As the largest shareholder of YOC AG, Mr Kraus's interests are already aligned with the long-term promotion of the company's welfare in the sense of a positive development in the share price. The Supervisory Board therefore does not consider it necessary to structure the variable remuneration on a share-based basis as well.

   ❭ Section G.17 DCGK 2022: The chairmanship and membership of committees have not been and are not taken into account in the context of Supervisory Board remuneration, as the Supervisory Board has formed only one audit committee, of which all Supervisory Board members are members.

   ❭ Section F.2 DCGK 2022: The Company will endeavour to comply with the recommendation that the consolidated financial statements should be made publicly available within 90 days of the end of the financial year and the interim reports within 45 days of the end of the reporting period. However, the Company cannot always guarantee this, as it would only be achievable with a significant increase in personnel and organisational resources and thus only at considerable additional cost. Publications are therefore made within the statutory and stock exchange deadlines.

   Berlin, February 2026 YOC AG

   The Management Board The Supervisory Board

   ‌REMUNERATION REPORT OF YOC AG

   REMUNERATION SYSTEM FOR MEMBERS OF THE MAN-AGEMENT BOARD

   Pursuant to Section 120a(1) of the German Stock Corporation Act (AktG), the Annual General Meeting of a listed company shall resolve on the approval of the remuneration system for members of the Management Board submitted by the Supervisory Board whenever there is a material change to the system, but at least every four years.

   Against this background, the Supervisory Board of YOC AG adopted a remuneration system for members of the Management Board which is based on the principles of performance orientation and the sustainable enhancement of corporate value for the benefit of all stakeholders, complies with the requirements of ARUG II, and is aligned with the recommendations of the German Corporate Governance Code.

   The remuneration system for members of the Management Board was first approved on 30 June 2021 and most recently on 22 June 2023, in a slightly amended form, by the Annual General Meeting of YOC AG with a majority of 92.72%.

   The Supervisory Board applies this remuneration system in accordance with the statutory requirements to service contracts with members of the company's Management Board that are newly concluded, amended or extended after the expiry of two months following the initial approval of the remuneration system by the Annual General Meeting (Section 87a(2) sentence 1 of the German Stock Corporation Act (AktG), Section 26j(1) sentence 2 of the German Stock Corporation Act Amendment Act (EGAktG)).

   Detailed information on the current remuneration system can be found on the company's website at https://yoc.com/de/management-corporate-governance.

   DESCRIPTION OF THE REMUNERATION SYSTEM FOR MEMBERS OF THE MANAGEMENT BOARD

   The remuneration of the Management Board under the remuneration system is performance related. It is calculated to be competitive in the market for highly qualified executives and to provide an incentive for successful performance.

   In the 2025 financial year, it comprised a fixed basic remuneration, a variable component and participation in the virtual share option scheme:

   ❭ The basic remuneration is a fixed, annual cash payment based on the respective Management Board member's area of responsibility and paid out in twelve monthly instalments.

   ❭ The one-year variable component consists of a cash payment as a profit-sharing bonus, which is based on YOC AG's operating profit in accordance with IFRS (EBITDA) and is subject to an upper limit.

   ❭ Through participation in the virtual share option program launched in 2014, members of the Company's Management Board to be determined by the Supervisory Board receive virtual share options (phantom shares). The virtual share option program replicates a share option program aimed at the beneficiaries' actual participation in the Company's equity. Unlike an option program backed by 'real' share options, the virtual options do not entitle the holder to

   subscribe for shares in the company upon exercise, but instead grant the beneficiary a claim against the company for payment of a specific sum of money in cash, subject to the detailed terms of the option conditions.

   Under the virtual share option scheme, virtual share options could be granted up to 2017 to any member of the Company's Management Board whose employment relationship was in force at the time of the respective grant of virtual share options and had not been terminated by notice, a termination agreement or expiry of the fixed-term contract with effect from a date less than one year after the grant date.

   The exercise of the virtual share option by the option holder originally required that a) the three-year vesting period had expired and b) a share price-based performance target had been achieved at the time of exercise.

   By agreement dated 01 October 2014, a total of 40,000 virtual share options were granted to Mr Dirk-Hilmar Kraus, a member of the Management Board, with an allocation date of 01 September 2014. Following the vesting of 20,000 virtual share options in 2018, 20,000 of the granted virtual share options remain outstanding. These 20,000 virtual share options may be exercised for an indefinite period following an amendment agreement to the option terms dated 28 December 2017. Pursuant to the amendment agreement, their exercise is not linked to a share price-based performance target, but is linked to a takeover bid for the shares of YOC AG in accordance with Sections 29 and 35 of the German Securities Acquisition and Takeover Act (WpÜG).

   ❭ In addition, the service contract of Management Board member Mr Dirk-Hilmar Kraus, which runs until 31 March 2029, includes a one-off, performance-related payment subject to a change of control following a takeover bid.

   APPLICATION OF THE MANAGEMENT BOARD REMUNERATION SYSTEM IN THE 2025 FINANCIAL YEAR

   The remuneration system was fully implemented and applied in the context of the Management Board's remuneration for the financial year 2025. In accordance with the remuneration system, the Supervisory Board has agreed to a specific target remuneration with the Management Board member. Furthermore, the Supervisory Board has defined the performance criteria relating to the performance-related, variable remuneration components for the financial year 2025.

   Consequently, the remuneration of the Management Board of YOC AG for the 2025 financial year comprises a fixed salary component totaling KEUR 225 gross (2024: KEUR 225 gross) and a variable salary component of a further KEUR 75 gross (2024: KEUR 75 gross) upon 100% achievement of targets. The fixed salary component was paid in full in 2025.

   The variable salary component is due two weeks after the approval of the Company's annual financial statements and will therefore be paid out in 2026. No advances, loans, security deposits, pension commitments or similar benefits were granted to the Management Board.

   For the 2024 financial year, a variable salary component of KEUR 68 gross was paid to Mr Dirk-Hilmar Kraus in the 2025 financial year.

   REMUNERATION GRANTED AND OWED TO THE CURRENT MEMBER OF THE MANAGEMENT BOARD IN THE PAST FINANCIAL YEAR PURSUANT TO SECTION 162 OF THE GERMAN STOCK CORPORATION ACT (AKTG)

   The following table sets out the fixed and variable remuneration components granted (paid) and owed (i.e. due in 2025) to the current member of the Management Board in the past financial year, including the respective relative proportion in accordance with Section 162 of the German Stock Corporation Act (AktG).

   This comprises the annual fixed remuneration paid in the 2025 financial year, the reimbursement of expenses incurred in the 2025 financial year, and the variable remuneration for the 2024 financial year paid in the 2025 financial year.

   NAME	FIXED REMUNERATION			VARIABLE REMUNERATION		EXTRA-ORDINARY PAYMENTS	PENSION EXPENSES	TOTAL REMU-NERA-TION	RATIO OF FIXED AND VARIABLE REMUNERATION
   	Basic salary	Allowances	Reiburse-ment of expenses	Annual	Perennial
   Dirk-Hilmar	225 KEUR (for the	-	4 KEUR	68 KEUR (for the	-	-	-	297 KEUR	Firm: 76%
   Kraus	financial			financial					Variable:
   	year 2025)			year 2024)					24%

   The following table shows the fulfilment of the agreed performance criteria for the variable remuneration component paid out in the 2025 financial year:

   NAME	PERFORMANCE CRITERION	RELATIVE WEIGHT OF THE PERFORMANCE CRITERION	INFORMATION ON THE PERFORMANCE TARGET
   Dirk-Hilmar Kraus	Achievement of the budgeted EBITDA in 2024	100%

   1. TARGET ACHIEVEMENT

   2. AMOUNT AMOUNT

   1. Minimum target

   2. corresponding remuneration

   1. Maximum target

   2. corresponding remuneration

   1. 65%

   2. 49 KEUR

   1. 150%

   2. 113 KEUR

   1. 90%

   2. 68 KEUR

   CONTRIBUTION TO THE COMPANY'S LONG-TERM DEVELOPMENT

   The remuneration promotes the company's long-term development through its combination of fixed and variable components. A purely fixed remuneration package would not be suitable for promoting a focus on the company's innovation-driven and sustainable development.

   Rather, a strategic growth strategy requires not only fixed but also variable, incentive-based remuneration components, so that management, as the driving force behind innovation and vision, can share in the company's success in a fair and proportionate manner.

   The agreement of a variable remuneration component linked to the achievement of the com-pany's budgeted EBITDA promotes the long-term development of the YOC Group, as the remuneration is thereby linked to the strategic earnings targets, which in turn are intended to serve the company's long-term development.

   COMMITMENTS IN THE EVENT OF EARLY TERMINATION OF SERVICE ON THE MANAGEMENT BOARD

   In the event that Mr Dirk-Hilmar Kraus is released from his obligation to serve as a member of the Management Board during the term of the contract, Mr Dirk-Hilmar Kraus shall continue to receive the agreed fixed remuneration plus the pro-rata performance-related remuneration accrued up to the date of his release for the relevant year.

   Any other remuneration earned by Mr Dirk-Hilmar Kraus during his release from duties, whether from self-employment and/or employment, shall be taken into account and shall reduce the fixed remuneration.

   Payments to Mr Dirk-Hilmar Kraus in the event of premature termination of his duties as a member of the Management Board without good cause, including reimbursement of expenses, shall be limited to the value of two years' remuneration.

   FURTHER MANDATORY DISCLOSURES PURSUANT TO SECTION 162 OF THE GERMAN STOCK CORPORATION ACT (AKTG)

   ❭ No shares or share options were granted or promised in the 2025 financial year.

   ❭ No use was made of the option to reclaim variable remuneration components, as no breaches of duty by the Management Board have come to light.

   ❭ There were no deviations from the remuneration system.

   ❭ Following the approval of the remuneration report for the financial year 2024, there is no reason to question the remuneration system, its implementation or the manner of reporting.

   ❭ No benefits were promised to the Management Board member by a third party in connection with his role as a Management Board member, nor were any granted during the financial year.

   ❭ No benefits have been promised to the member of the Management Board in the event of the normal termination of his or her duties.

   ❭ No benefits have been promised or granted in this context to any former member of the Management Board who ceased their duties during the last financial year.

   ❭ The maximum remuneration for each member of the Management Board is capped at EUR

   2.8 million per year. This high maximum amount does not represent the targeted annual remuneration, but is intended solely to ensure the possibility of a special one-off payment, as the amount of such a payment is also limited by the set maximum remuneration. The remuneration granted and payable to the current member of the Management Board in the past financial year, amounting to KEUR 297, falls within the maximum remuneration set by the remuneration system.

   DESCRIPTION OF THE REMUNERATION SYSTEM FOR MEMBERS OF THE SUPERVISORY BOARD

   The remuneration system for members of the Supervisory Board is based on statutory requirements and takes into account the applicable recommendations and suggestions of the German Corporate Governance Code.

   The Supervisory Board advises and monitors the Management Board and is closely involved in important operational and strategic matters of corporate governance.

   Supervisory Board remuneration is also a key factor in ensuring the Supervisory Board acts effectively. This should be proportionate to the duties of the Supervisory Board members and the company's situation (see Section 113(1) sentence 3 of the German Stock Corporation Act (AktG)).

   Appropriate and market-based remuneration for the Supervisory Board thus supports the business strategy and the long-term development of YOC AG.

   Pursuant to section 113(3), sentences 1 and 2, of the German Stock Corporation Act (AktG), the general meeting of listed companies must pass a resolution on the remuneration of the members of the supervisory board at least every four years, although a resolution confirming the remuneration is permissible. The last resolution on this matter was passed on 16 July 2025.

   Pursuant to Section 16, sentence 1 of the Articles of Association of YOC AG, the members of the Supervisory Board receive a fixed remuneration to be determined by the Annual General Meeting.

   The remuneration system for the Supervisory Board adopted by the Annual General Meeting sets out both the general and specific framework for the remuneration of Supervisory Board members.

   This ensures that the remuneration of the members of the Supervisory Board always complies with the remuneration system resolved by the Annual General Meeting.

   STRUCTURE AND APPLICATION OF THE SUPERVISORY BOARD'S REMUNERATION SYSTEM IN THE FINANCIAL YEAR 2025

   In the financial year 2025, the members of the Supervisory Board of YOC AG received remuneration in accordance with the resolution of the Annual General Meeting of 21 August 2012 as follows:

   ❭ The annual remuneration for each member of the Supervisory Board is EUR 12,500.00.

   ❭ The Chairman of the Supervisory Board receives double this amount, and the Deputy Chairman of the Supervisory Board receives one and a half times this amount.

   ❭ For each Supervisory Board meeting that is an in-person meeting, each member of the Supervisory Board shall receive an amount of EUR 1,000.00; the Chairman of the Supervisory Board shall receive double this amount and the Deputy Chairman of the Supervisory Board shall receive one and a half times this amount.

   At the Annual General Meeting on 16 July 2025, a resolution was passed to increase the fixed remuneration and attendance fees for members of the Supervisory Board. With effect from 01 January 2026, members of the Supervisory Board shall receive remuneration as follows:

   ❭ The remuneration for each member of the Supervisory Board amounts to EUR 16,000.00 per calendar year (annual remuneration). The remuneration is payable at the end of the calendar year.

   ❭ The Chairman of the Supervisory Board shall receive double this amount, and the Deputy Chairman of the Supervisory Board shall receive one and a half times this amount.

   ❭ For each Supervisory Board meeting, each member of the Supervisory Board shall receive an additional amount of EUR 1,300.00; the Chairman of the Supervisory Board shall receive double this amount and the Deputy Chairman of the Supervisory Board shall receive one and a half times this amount. The attendance fee is payable after the respective meeting.

   ❭ Supervisory Board members who serve on the Supervisory Board for only part of a calendar year shall receive annual remuneration calculated pro rata temporis on a daily basis.

   The fixed remuneration, attendance fees and the waiver of performance-related Supervisory Board remuneration are intended, in particular, to promote the independence of the Supervisory Board members. The long-term development of the company is to be promoted through the effective exercise of the Supervisory Board's supervisory and advisory functions.

   The Management Board and Supervisory Board consider that the fixed, non-performance-re-lated remuneration of the members of the Supervisory Board has proven its worth. This model is in line with Recommendation G.18 of the German Corporate Governance Code, as amended on 28 April 2022, and is practised by the majority of listed companies.

   Prior to the adjustment of the remuneration system for members of the Supervisory Board by the 2025 Annual General Meeting, the last adjustment to the level of Supervisory Board remuneration took place in 2012. Since then, the demands placed on the work of Supervisory Boards in listed companies have increased significantly, particularly with regard to monitoring, control and reporting obligations. In addition, YOC AG has experienced positive economic development in recent years, which has led to an expansion of business operations and, consequently, to an increased intensity of monitoring.

   In the view of the Management Board and the Supervisory Board, an increase in the fixed remuneration and the attendance fee was therefore appropriate. The Annual General Meeting of 16 July 2025 approved the new remuneration for the Supervisory Board by a majority of 99.99%.

   REMUNERATION OF THE SUPERVISORY BOARD IN THE 2025 FINANCIAL YEAR

   In accordance with Article 16 of the Company's Articles of Association, the remuneration of the Supervisory Board is determined by the Annual General Meeting. On 30 June 2021, the Annual General Meeting of YOC AG confirmed and approved the remuneration of the Supervisory Board members as set out at the Annual General Meeting of 21 August 2012.

   In the 2025 financial year, the remuneration system for the Supervisory Board, which was approved by the Annual General Meeting on 21 August 2012, was fully implemented and applied.

   During the reporting year, the members of the Supervisory Board did not receive any further remuneration or benefits for services rendered personally, in particular consultancy and brokerage services.

   Furthermore, no loans or advances were granted to the members of the Supervisory Board, nor were any liabilities entered into on their behalf.

   Accordingly, remuneration for the work of the Supervisory Board in the 2025 financial year totaled KEUR 79 (2024: KEUR 79).

   The remuneration is due at the end of the 2025 financial year and will therefore only be paid out in the 2026 financial year.

   SUPERVISORY BOARD REMUNERATION (IN KEUR)	FIXED REMUNERATION	SESSION MONEY	TOTAL
   Dr Nikolaus Breuel (Chairman)	25	10	35
   Konstantin Graf Lambsdorff (Deputy)	18	8	26
   Sacha Berlik	13	5	18
   TOTAL	56	23	79

   As the fixed Supervisory Board remuneration for the 2024 financial year was not due until 2025, payment was also made in the 2025 financial year.

   The following table shows the remuneration paid to the members of the Supervisory Board in 2025 for the financial year 2024.

   SUPERVISORY BOARD REMUNERATION (IN KEUR)	FIXED REMUNERATION	SESSION MONEY	TOTAL
   Dr Nikolaus Breuel (Chairman)	25	10	35
   Konstantin Graf Lambsdorff (Deputy)	18	8	26
   Sacha Berlik	13	5	18
   TOTAL	56	23	79

   COMPARATIVE OVERVIEW OF REMUNERATION AND EARNINGS TRENDS

   The following comparative table shows the annual change in the remuneration granted and payable to the current members of the Management Board and Supervisory Board, the company's earnings performance and the remuneration of employees on a full-time equivalent basis in accordance with Section 162 of the German Stock Corporation Act (AktG), whereby the latter is based on the average wages and salaries of employees across all Group companies in Germany in the respective financial year.

   The internal comparison group is deliberately limited to Germany, as this is where the majority of employees are based.

   	REMUNERATION GRANTED AND OWED IN 2025	REMUNERATION GRANTED AND OWED IN 2024	CHANGE 2025 COMPARED TO 2024		CHANGE 2024 COMPARED TO 2023		CHANGE 2023 COMPARED TO 2022		CHANGE 2022 COMPARED TO 2021
   	KEUR	KEUR	KEUR	%	KEUR	%	KEUR	%	KEUR	%
   Current members of the Management Board	297	285	12	4	36	14	6	2	-165	-40
   Dirk-Hilmar Kraus	297	285	12	4	36	14	6	2	-165	-40
   Current members of the Supervisory Board	79	79	0	0	0	0	0	0	0	0
   Dr Nikolaus Breuel	35	35	0	0	0	0	0	0	0	0
   Konstantin Graf Lambsdorff	26	26	0	0	0	0	0	0	0	0
   Sacha Berlik	18	18	0	0	0	0	0	0	0	0
   Average salary Employees (Germany)	67	65	2	3	-5	-7	3	4	1	2

   	FINANCIAL YEAR 2025	FINANCIAL YEAR 2024	CHANGE 2025 COMPARED TO 2024		CHANGE 2024 COMPARED TO 2023		CHANGE 2023 COMPARED TO 2022		CHANGE 2022 COMPARED TO 2021
   	KEUR	KEUR	KEUR	%	KEUR	%	KEUR	%	KEUR	%
   Consolidated profit for the period of YOC AG	-411	3718	-4128	-111	818	28	564	24	271	13
   Net income for the year of YOC AG	969	4181	-3212	-77	858	26	796	32	792	46

   ‌REPORT OF THE INDEPENDENT AUDITOR ON THE FORMAL AUDIT OF THE REMUNERATION REPORT PURSUANT

   TO § 162 ABS. 3 AKTG

   To YOC AG, Berlin

   OPINION

   We have formally audited the remuneration report of the YOC AG, Berlin, for the financial year from 1 January to 31 December 2025 to determine whether the disclosures pursuant to § [Article] 162 Abs. [paragraphs] 1 and 2 AktG [Aktiengesetz: German Stock Corporation Act] have been made in the remuneration report. In accordance with § 162 Abs. 3 AktG, we have not audited the content of the remuneration report.

   In our opinion, the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the accompanying remuneration report. Our opinion does not cover the content of the remuneration report.

   BASIS FOR THE OPINION

   We conducted our formal audit of the remuneration report in accordance with § 162 Abs. 3 AktG and IDW [Institut der Wirtschaftsprüfer: Institute of Public Auditors in Germany] Auditing Standard: The formal audit of the remuneration report in accordance with § 162 Abs. 3 AktG (IDW AuS 870 (09.2023)). Our responsibility under that provision and that standard is further described in the "Auditor's Responsibilities" section of our auditor's report. As an audit firm, we have complied with the requirements of the IDW Quality Management Standard: Requirements to quality management for audit firms [IDW Qualitätsmanagementstandard - IDW QMS 1 (09.2022)]. We have complied with the professional duties pursuant to the Professional Code for German Public Auditors and German Chartered Auditors [Berufssatzung für Wirtschaftsprüfer und vereidigte Buchprüfer - BS WP/vBP], including the requirements for independence.

   RESPONSIBILITY OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

   The management board and the supervisory board are responsible for the preparation of the remuneration report, including the related disclosures, that complies with the requirements of

   § 162 AktG. They are also responsible for such internal control as they determine is necessary to enable the preparation of a remuneration report, including the related disclosures, that is free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.

   AUDITOR'S RESPONSIBILITIES

   Our objective is to obtain reasonable assurance about whether the information required by § 162 Abs. 1 and 2 AktG has been disclosed in all material respects in the remuneration report and to express an opinion thereon in an auditor's report.

   We planned and performed our audit to determine, through comparison of the disclosures made in the remuneration report with the disclosures required by § 162 Abs. 1 and 2 AktG, the formal completeness of the remuneration report. In accordance with § 162 Abs 3 AktG, we have not

   audited the accuracy of the disclosures, the completeness of the content of the individual disclosures, or the appropriate presentation of the remuneration report.

   Berlin, 21 April 2026

   PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

   Stefanie Bartel Wirtschaftsprüferin (German Public Auditor)

   Marcus Engelmann Wirtschaftsprüfer (German Public Auditor)

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2. ‌BUSINESS MODEL, TECHNOLOGY AND MARKET ENVIRONMENT

BUSINESS MODEL 33

VIS.X®-PLATTFORM 35

YOC AD PRODUCTS 40

YOC AI-POWERED SOLUTIONS 46

RESEARCH STUDIES ON ADVERTISING EFFECTIVENESS AND ATTENTION 48

NEW META STUDY ON BRAND EFFECTIVENESS 50

MARKET ENVIRONMENT 51

‌BUSINESS MODEL

A BETTER ADVERTISING EXPERIENCE FOR EVERYONE

In recent years, the digital advertising market has grown to become the world's most important channel for advertising. At the same time, it has undergone a major transformation: automated trading of digital advertising space is widely used, meaning that the majority of digital advertising budgets are now traded programmatically in real time. In addition, traditional media forms such as television (CTV) and out-of-home advertising (DOOH) have been increasingly connected to the digital advertising market in recent years.

With its 20 years of expertise in the digital advertising market, YOC AG launched the powerful VIS.X® platform to the market in 2018. By providing this proprietary trading platform, YOC enables an optimal advertising experience for advertisers, media providers (publishers) and users of the internet and mobile applications. The company has positioned itself as a developer of high-performance software in the advertising technology market with a focus on brand advertising. YOC supports advertisers to achieve their main goal in brand marketing: To generate attention for brands or products and to sustainably anchor their messages with the end consumer. With the VIS.X® platform, YOC optimally serves the needs of the parties involved:

❭ By using VIS.X® and YOC's attention-grabbing advertising formats, advertisers have the opportunity to increase awareness of their brand or products in conjunction with high-quality advertising inventory,

❭ Internet users receive relevant, interesting advertising messages without being disturbed in their reading flow,

❭ Partners on the supply side, renowned providers of premium media content (premium publishers), offer a global media reach in the form of internet portals and mobile applications and benefit from the high monetization of the VIS.X® platform.

Unlike all previous platforms on the market, the VIS.X® platform has been specially designed to deliver innovative and particularly attention-grabbing high-impact advertising in a scalable manner. As a result, the company has created a sustainable competitive position in the advertising technology market, which enables YOC to benefit from the global shift from traditional to digital advertising expenditure and, by developing its own software, to continuously focus on the benefits of advertisers, publishers and Internet users - regardless of the end device.

INVESTMENTS IN INNOVATIONS

The VIS.X® platform and YOC's proprietary advertising formats are the differentiating factor of YOC's offering in the international market for digital advertising technology. As a result, the company consistently invests in the further development of its platform and products. The aim is to continuously improve the software so that our partners are offered a comprehensive, efficient and innovative way to automatically trade high-impact advertising formats in combination with the best advertising spaces. This enables the company to effectively expand its competitive position.

In financial year 2025, the focus of the continuous implementation of this strategy was primarily on the expansion of core platform functionalities and enhancing the targeting capabilities within VIS.X® Identity Intelligence. Another key milestone was the expansion of the product portfolio to include the connected TV (CTV) channel.

34

These innovations emphasize the flexibility and scalability of the platform and enable further technology-driven growth for the company. The YOC Group will consistently pursue its strategic mission of offering a better advertising experience for everyone with the VIS.X® platform and continuously invest in innovation and the further development of its offering.

‌VIS.X®-PLATTFORM

With the market launch of the supply side platform (SSP) VIS.X® at the beginning of 2018 YOC established itself as a provider of high-quality advertising technology (Ad Technology) and operator of a scalable trading platform. While the range of functions reached a decisive level in 2020, the available inventory and the trading volume on the platform increased significantly in the following years. Since the financial year 2025, development efforts focused on the innovative use of new technologies in the field of digital advertising, such as artificial intelligence, and on developing new strategies for reaching target audiences. In addition, the expansion of platform functions on the buy-side was initiated, which will significantly boost trading volume in the long term.

As a full-stack platform, the VIS.X® platform covers three important variants of trading digital advertising inventory: fully automated trading in the open market, advanced trading in private marketplaces and, since 2020, guaranteed direct trading via proprietary ad server technology. In combination with any advertising formats and the auction in line with the demand of all market participants, the platform always achieves the best result for the supply, demand and user side.

The unique selling point of the VIS.X® platform is the trading of non-standardized, highly effective advertising formats. This is what enables YOC's proprietary high-impact advertising formats to be accessible and tradable in programmatic trading. In addition, the platform was provided with further technical features that clearly differentiate the platform and contribute to its success and scaling.

35

The following overview shows the core components of the VIS.X® platform, whose functionalities and special features are explained in more detail below.

VIS.X® SSP

The VIS.X® Supply Side platform combines all sales channels and monetization options in an overall approach and thus determines the best possible sales strategy for each advertising space in real time. The most important variants of trading digital advertising are included:

TRADING IN THE OPEN MARKETPLACE (OMP)

The Open Marketplace represents a free, global trading center where advertising inventory can be traded in large quantities among many participants in a scalable manner. The VIS.X® platform combines the supply and demand side in an auction and awards the highest bidder the contract. The VIS.X® offer is differentiated on the one hand by the very high quality of the advertising inventory and on the other hand by complete transparency. This creates a secure trading environment for buyers while enabling them to make a targeted selection of advertising space. Over the past financial year, more and more leading demand side platforms (DSP) with a large network of advertisers were integrated into the VIS.X® auction as bidders, giving new demand sources access to YOC inventory via the open market.

TRADING IN THE PRIVATE MARKETPLACE (PMP)

Trading in the Private Marketplace enables buyers of advertising inventory to gain access to YOC's high-impact advertising formats via the VIS.X® platform. Various additional trading criteria can be defined and set for trading in the form of deals, so that the buying market participants can acquire the advertising inventory that matches the advertiser's objectives. In contrast to the open market, buyers in private trading receive a preferred allocation of the offered inventory as well as extended opportunities to trade YOC's high-impact products.

VIS.X® ADSERVER

The VIS.X® platform was expanded in 2020 to include the option of direct trading. In addition to providing all the functions available in private marketplaces, exclusive trading allows buyers to purchase a volume guarantee for a specific campaign. This allows various campaign objectives, especially for branding advertising, to be managed even more effectively.

VIS.X® SDK

The intelligent technology of the VIS.X® SDK enables advertisers to reach their target group in the mobile environment in app environments as well as websites. Publishing partners maximize advertising revenues for their mobile applications with a single technical integration.

VIS.X® ARTIFICAL INTELLIGENCE (AI)

VIS.X® AI is a central, innovative module of the VIS.X® technology platform, which combines extensive algorithms and machine learning models that optimize media trading in real time. Advertisers benefit from VIS.X® AI through significantly increased key performance indicators, as the artificial intelligence automatically matches the right YOC ad product with the right publisher based on cost efficiency, without using cookies, and optimizes for the respective campaign objective.

The algorithms are based on machine learning predictions, historical data and the performance of past advertising campaigns. VIS.X® AI can be used for programmatic deals as well as for individual direct trading.

The AI module within the VIS.X® platform has been a key driver of innovation in YOC's advertising technology since 2023. Following the successful establishment of AI-supported solutions for video advertising in 2023, the product portfolio was expanded to the YOC Universal Display Solution in the financial year 2024. This enables YOC's highly effective display advertising formats to be accessed for real-time optimization by VIS.X® AI. Consequently, the entire product portfolio of the YOC Group can be purchased by advertisers individually or in combination, selection by artificial intelligence. In financial year 2025, the solution was expanded to include the optimization parameter of engagement.

VIS.X® IDENTITY INTELLIGENCE

Especially for branding advertising, addressing the right target group is just as crucial as the brand message itself. In recent years, third-party cookies have been a reliable identifier of users and therefore an important data basis for targeting digital campaigns. In recent years, third-party cookies have been increasingly phased out. At the same time, the compatibility of data protection and effective ad targeting has remained a constant topic of discussion within the advertising industry. Against this backdrop, browsers such as Safari and Firefox have no longer supported the use of third-party cookies for audience identification since 2023.

Since then, YOC has invested in comprehensive alternative solutions that stand out for their flexibility and for the integration of numerous data partners within VIS.X® Identity Intelligence. Strong partnerships with international providers such as ID5, Eyeota, and Mastercard deliver GDPR-compliant data foundations and high-quality segments that maximize reach within ad-vertisers' desired target groups. In addition, contextual targeting offers another effective method for interest-based ad delivery.

In financial year 2025, VIS.X® Identity Intelligence was expanded to include proprietary audience segments, which are created and continuously updated based on campaign, user, and contextual data from the VIS.X® platform. This innovation is an important milestone for the effective and impactful use of available campaign data, as well as for reducing reliance on third-party providers for targeting.

YOC HUB

MANAGEMENT AND REPORTING SYSTEM

The VIS.X® platform is controlled centrally and offers all the necessary options for granular handling and control of trading. This enables a particularly effective workflow and process flow for users and administrators. The VIS.X® platform has a versatile and high-performance reporting system that enables a detailed analysis of trading activities. Historical and daily updated values can be broken down and analyzed across all channels.

A detailed evaluation at the level of inventory, advertising media, buyers, platforms and corresponding graphical representations of the activities provide clarity and decision-making aids for the market partners of the VIS.X® platform.

At the same time, trends and changes can be quickly and easily made available by displaying previous trading periods. A Reporting Application Programming Interface (API) enables YOC partners to import data from the VIS.X® platform into existing business intelligence systems and data pipelines to create their own analyses.

MANAGEMENT OF THE INVENTORY

The management interface of the YOC HUB offers the management of the complete traded inventory, the integrated publishers, their stationary and mobile websites or apps as well as individual advertising spaces. The control system in the platform offers granular options to configure the available advertising formats, define price points and determine the trading channels. These setting variants allow the optimal combination of revenue and user experience to be realized in the context of retail.

In addition, the platform offers customizable inventory settings that allow different floor prices depending on the user's location, as well as the option of either work with predefined publisher creative sizes or automatically select the most suitable formats from existing demand.

DEAL AND ORDER MANAGEMENT

The core of the VIS.X® platform is the management of all current and new deals in the context of private marketplaces and direct advertising campaigns. The user interface enables the variable configuration of various targeting options that define the targeted approach of the desired target group.

Depending on the selected price model, the platform's integrated algorithm automatically optimizes the best possible quantity and timing of the campaigns to be executed according to the advertiser's needs. Through the integration of additional partners and the availability of further targeting options, advertisers can effectively reach and address their desired target group and make their campaigns more efficient. In the financial year 2024, the targeting options were expanded to include new segments through the integration of relevant international partners.

AUTOMATED BILLING

The system is seamlessly integrated with the company's ERP system. The orders and delivery data from direct sales are automatically recorded and synchronized with the accounting system. This enables highly scalable accounting and thus supports the growth of the VIS.X® platform.

WEITERE INNOVATIVE FUNKTIONEN DER VIS.X®-PLATFORM

FRAUD PROTECTION

All advertising formats that are traded on the platform are subject to manual and automated quality and security checks. Especially in in automated trading, this blocks advertisements that are inappropriate or illegal.

In addition, the fraud protection algorithm identifies advertisements that could affect programs on users' end devices and removes them before they are displayed. This ensures the safety of users and achieves a consistently high quality of advertisements for publishers.

MULTICHANNEL APPROACH

In a first step, the VIS.X® platform was specifically optimized for the trading of advertising space on the mobile Internet. This enables the platform to serve the most important channel for Internet users and to efficiently trade advertising space either in combination with or without YOC high-impact advertising formats.

The use of YOC's own advertising formats has particular added value in this channel due to the type of use and screen size. Advertisers reach potential customers with their message and achieve extraordinary attention values without disturbing users in their actual reading flow. Users' positive perception of the advertising formats developed by YOC ultimately leads to greater acceptance and impact of the advertising message compared to standard forms of digital advertising.

In 2020, the VIS.X® Software Development Kit (SDK) was developed and launched on the market at the end of the year. It enables developers of mobile applications to benefit from the added value of the VIS.X® platform and improve the advertising utilization and revenues of their mobile apps.

In the financial year 2021, YOC expanded the VIS.X® platform for trading desktop advertising inventory. The strategic approach of using high-impact advertising formats to demonstrably improve advertising impact can also be implemented on advertising spaces on conventional desktops or tablets. In accordance with the ongoing demand for multiscreen campaigns, all YOC advertising products were made available for both mobile and desktop devices.

In financial year 2025, intensive work went into integrating connected TV as a new advertising channel within the VIS.X® platform. With this development, YOC is responding to the ongoing trend of change in the TV advertising sector, shifting from ad placements on linear television to more flexible placements in the streaming market.

EXTENDED PRICE MODELS

The VIS.X® platform gives buyers of media services maximum flexibility in their choice of price model for the delivery of the respective advertising formats. In addition to the standard price per thousand (CPM) and purchasing via a cost-per-click (CPC) model extended price models can also be selected on the platform. The viewable CPM (vCPM) is available, in which the advertising delivery is only billed if the ad is actually seen by the user. For video advertising, purchasing can also be optimized within the framework of a cost-per-completed-view model (CPCV) for fully viewed videos. Since the financial year 2023, the Cost per Engagement (CPE) billing model has also been available via the VIS.X® platform.

When purchasing high-impact products via this pricing model, the advertiser only pays for actual interactions with the advertising material and thus manages their advertising budget with maximum efficiency. This pricing model and the resulting optimization are based on the advanced AI functionalities of the VIS.X® platform.

‌YOC AD PRODUCTS

In addition to the VIS.X® platform presented, YOC develops highly effective (high-impact) advertising formats and AI-powered solutions and currently markets these in three product lines.

The use of YOC advertising formats and solutions creates a better advertising experience for all parties involved. Users of internet content and mobile applications should receive and perceive advertising messages that are relevant and interesting to them.

At the same time, advertisers achieve a better advertising impact through the use of creative advertising formats. Publishers benefit from the added value of YOC high-impact formats. In addition to YOC high-impact advertising products and AI-powered solutions, standard advertising formats are also traded via the VIS.X® platform at the customer's request.

HIGH-IMPACT ADVERTISING FORMATS

The YOC high-impact advertising formats offer a high-quality and attention-grabbing presentation of brands and products and at the same time guarantee a non-disruptive positive user experience for internet users. Compared to standard advertising formats, they are characterized by large formats, innovative functionalities for user activation and high-quality integration into publisher environments.

Each YOC product can be used flexibly and expanded with additional configurations (features) so that the user experience can be enriched according to the objective.

YOC's product portfolio currently consists of ten high-impact products:

❭ YOC Mystery Ad®

❭ YOC Mystery Scroller®

❭ YOC Skin

❭ YOC Zoom Ad

❭ YOC Understitial Ad®

❭ YOC Branded Takeover

❭ YOC Prime Scroller

❭ YOC Sitebar

❭ YOC Inline Video Ad

❭ YOC Spotlight

A selection of implementations of YOC High-Impact products can be viewed in our showroom at https://www.showroom.yoc.com.