1&1 AG

Corporate Governance

Corporate governance is defined as the responsible management and control of companies, applied with the aim of creating long-term added value. Factors such as efficient cooperation between the Management and Supervisory Boards, acting in the shareholders' interests, and transparent and open corporate communication all play a key role in this.

1&1 is a listed stock corporation under German law, that is, it is run by a Management Board and Supervisory Board. We value corporate governance highly and to this end both of our boards work closely together. Intensive and ongoing dialogue is essential for the efficient running of the company. We have further intensified this dialogue and improved it step by step in accordance with national and international standards. By providing open, prompt and regular information, as well as a transparent decision-making structure, we promote the confidence of our investors, customers, employees and the interested public.

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The principles of the German Corporate Governance Code - responsible management and control of the company - are not new for the Management and Supervisory Boards of 1&1 AG. Many of these requirements arise directly from the German Stock Corporation Act (Aktiengesetz), the German Securities Trading Act (Wertpapierhandelsgesetz) and other laws. As a result, we have focused strongly on these principles in the past and in the main, they are already firmly anchored in our corporate governance.

Version December 2021

Rules of Procedure of the Supervisory Board

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Declaration Of Conformity

The corporate management of 1&1 AG, a German stock corporation listed on the stock exchange, is governed first and foremost by German Company Law [Aktiengesetz, AktG] and the provisions of the German Corporate Governance Codex (DCGK).

The term corporate governance stands for responsible management and control of companies, applied with the aim of creating long-term added value. Efficient cooperation between management and supervisory boards, respect for shareholders' interests and openness and transparency of corporate communications are major aspects of good corporate governance.

The Management Board and Supervisory Board of 1&1 AG regard themselves to be bound by the obligation to secure the existence of the Company and sustained value creation by means of corporate management in awareness of their responsibilities and with an orientation to long-term results.

Show Declaration of conformity Archived Declarations of Conformity (german)

Declaration of Conformity in accordance with Section 161 German Stock Corporation Act (AktG) with regard to the recommendations of the
German Corporate Governance Code

1&1 Aktiengesellschaft

Declaration of the Management Board and Supervisory Board of the 1&1 AG with regard to the recommendations of the
"Government Commission on the German Corporate Governance Code"
in accordance with Section 161 AktG

The Management Board and Supervisory Board of the 1&1 AG declare that the 1&1 AG has complied with the recommendations of the German Corporate Governance Code ("Code") in the version dated April 28, 2022, which became effective upon publication in the Federal Gazette on June 27, 2022, and on which its last Declaration of Conformity dated December 18, 2023 was based, with the exceptions stated detailed therein, and will continue to comply in the future with the recommendations of the Code with the following exceptions:

Clauses D.4
Formation of a nomination committee

The Supervisory Board does not form any other committees in addition to the Audit and Risk Committee but performs all other tasks as a whole. The Supervisory Board considers this to be appropriate, as efficient plenary discussions and an intensive exchange of opinions are possible even with a six-member Supervisory Board. Accordingly, the Supervisory Board sees no need to establish a Nomination Committee.

Management Board Remuneration – Remuneration system

With the recommendation to the Annual General Meeting in May 2024, the remuneration system became the basis for service contracts with Management Board members. The remuneration system takes into account the recommendations in G.1 up to and including G.5 of the Code without any restrictions. At the time of approval of the current remuneration system, existing service contracts with Management Board members did not yet comply with its provisions, which is why the deviation from the recommendations in G.1 up to and including G.5 of the Code is explained. However, these service contracts were adjusted following the Annual General Meeting in May 2024 and now fully correspond to the remuneration system approved at the Annual General Meeting.

Clause G.10
Management Board remuneration – long-term variable remuneration

According to G.10 of the Code, the variable remuneration components granted to members of the Management Board should be awarded primarily in the form of Company stock or on the basis thereof. Moreover, any such grants to members of the Management Board should be subject to a blackout period of four years. Share-based remuneration is awarded in the form of the Stock Appreciation Rights (SARs) plan as a long-term remuneration program for the Management Board. The term of this plan totals six years. Within this period of six years, a Management Board member can exercise a portion (25 percent) of the SARs awarded at certain points in time – at the earliest, however, after two years. This means that a Management Board member can already obtain a part of the long-term variable remuneration after a period of two years. The total amount of SARs can only be fully exercised for the first time after a period of five years.
The Supervisory Board is of the opinion that this system of long-term remuneration has proven its value and sees no reason to postpone any further the possibility of obtaining remuneration earned under the plan. The Supervisory Board believes that by linking the plan to the share price of the 1&1 AG and the possibility to redeem their shares to satisfy the claims from the plan secure reasonable participation of Management Board members in the risks and opportunities of the company 1&1 AG. Since the plan has been designed with a term of six years and the SARs awarded can only be exercised proportionately over this term and at the earliest after two years, the Supervisory Board is of the opinion that the plan is ideally suited to achieving the desired retention and incentive effect in the interest of 1&1 AG and that no changes are required.

Clause G.11
Remuneration of the Management Board – withholding/clawback of variable remuneration

According to G.11 of the Code, the Supervisory Board should have the possibility to withhold or claw back a variable remuneration in justified cases. Such regulations were not yet included in the service contracts of the Management Board members at the time of the Annual General Meeting of 2024. A so-called "claw-back regulation" for the repayment of variable compensation has been included in the remuneration system and has also been taken into account in the service contracts of the Management Board members, which have been updated following the Annual General Meeting of 2024.

Clause G.13
Management Board remuneration – Benefits on Contract Termination

According to G.13 of the Code, payments to a Management Board member in the event of premature termination of their Management Board activity shall not exceed twice the annual remuneration and shall not constitute remuneration for more than the remaining term of the service contract. If post-contractual non-compete clauses apply, such severance payments shall be taken into account in the calculation of any compensation payments.
The service contracts for the members of the Management Board have only included such a crediting option since an adjustment following the Annual General Meeting of 2024, which is why a deviation from G.13 of the Code is declared regarding the old contracts that were in force until the Annual General Meeting of 2024. This is also included in the remuneration system and will be taken into account in future in new service contracts to be concluded with Management Board members (and any related termination agreements).

Montabaur, 16 December 2024

On behalf of
the Supervisory Board The Management Board
Kurt Dobitsch Ralph Dommermuth Markus Huhn Alessandro Nava

This document is a convenience translation of the German original. In case of discrepancies between the German and the English version, the German version shall prevail.

Declaration of Conformity 2025

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Director Dealings

With the effective date of Art. 19 EU Market Abuse Regulation ("MMVO") on 3 July 2016, the members of the Management Board and Supervisory Board of 1&1 AG must report the purchase or sale of 1&1 shares. In addition to purchase and sale transactions in 1&1 shares, other securities transactions relating to the 1&1 share (e.g. purchase or sale of warrants on the 1&1 share) must also be reported. Furthermore, securities transactions of so-called closely related persons, such as spouses, partners who are equal to a spouse, dependent children or relatives who have belonged to the same household for at least one year, as well as legal entities, trusts or partnerships that are directly or indirectly controlled by a member of one of the aforementioned bodies, must be reported.

Current notifications

There are currently no reportable securities transactions.

Statutes

Compensation Report

Remuneration system for members of the Executive Board and Supervisory Board

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Responsibility in supply chains

1&1 assumes corporate responsibility to respect human rights and environmental standards. This applies to our own business operations as well as to our supply chains.

Responsible supply chains are an important element in making our value creation sustainable beyond our own business area and thus contributing to the environment and society. Close business relationships based on partnership form the basis for successful cooperation and resilient supply chains. This has become even more important with the requirements of the German Supply Chain Due Diligence Act (Lieferkettensorgfaltspflichtengesetz - LkSG).

To ensure compliance with social and environmental standards, 1&1 has established appropriate due diligence processes - both within the company and in its relationships with business partners. To realize our corporate responsibility, we rely on cooperation - with employees, business partners and suppliers. Only together, we can effectively counter risks in our supply chains.

Our approach and processes for implementing the German Supply Chain Due Diligence Act are described in our Declaration of Principles on Human Rights.

Our Supplier Code of Conduct formulates the expectations for the implementation of corporate due diligence obligations by our business partners and describes the minimum requirements that must be observed in business transactions. Good and intensive cooperation with business partners is of the utmost importance to 1&1. Together, we want to place sustainable business practices at the centre of our actions and continue to improve.