Corporate Governance

Responsibility

Corporate Governance

The corporate governance of 1&1 AG is geared to responsible and sustainable value creation. Efficient cooperation between the Management Board and the Supervisory Board, respect for the interests of the shareholders and open and transparent decision-making structures are of primary importance.

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

Corporate Governance

Rules of Procedure of the Supervisory Board

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Auditor

The Group’s accounting is based on the principles of the International Financial Reporting Standards (IFRS, as they are applicable in the EU) while taking into consideration the provisions of Section 315e HGB. The annual financial statements relevant for the disbursement and tax assessments, on the other hand, are prepared in accordance with the provisions of the German Commercial Code (HGB). Single and consolidated annual financial statements are audited by impartial chartered public accountants.

The General Meeting adopts a resolution appointing the auditor. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, has been appointed to perform the audit for fiscal year 2025. The Supervisory Board awards the audit engagement, determines the focal points of the audit and the audit fee and reviews the impartiality of the auditor.

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft has been the auditor for 1&1 AG and the Group since fiscal year 2022. Mr Erik Hönig, chartered public accountant, has been in charge of the audit since fiscal year 2022.

Abschlussprüfer

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 which formed the basis for the latest Declaration of Conformity dated March 25, 2025, with the exceptions stated detailed therein, and will comply with the recommendations of the Code in the future 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 in its entirety. 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.

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.


Montabaur, 15 December 2025

On behalf of
the Supervisory Board          The Management Board
Kurt Dobitsch                        Ralph Dommermuth      Sascha D'Avis      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 in accordance with Section 161 German Stock Corporation Act (AktG) with regard to the recommendations of the German Corporate Governance Code

1&1 Aktiengesellschaft

Update of the Declaration of Conformity 2025 in accordance with Section 161 of the German Stock Corporation Act

On December 15, 2025, the Management Board and Supervisory Board of 1&1 AG declared that 1&1 AG has complied with the recommendations of the German Corporate Governance Code ("Code") in the current version of April 28, 2022, which became effective upon its publication in the Federal Gazette on June 27, 2022, with the exceptions stated therein, and will continue to do so in the future. As a precaution, the Management Board and the Supervisory Board of 1&1 AG are updating their Declaration of Conformity with the following declaration of a deviation from Recommendation B.4 of the Code for the past:

Clause B.4
Early re-appointment
According to B.4 of the Code, any re-appointment of a member of the Management Board before the end of one year prior to the end of the term of appointment with concurrent termination of the current appointment shall only happen if special circumstances apply. The re-appointment of Mr. Sascha D'Avis as Chief Financial Officer of the Company took place more than one year before the expiry of the current appointment due to its termination.
The Company believes that there were special circumstances for the early re-appointment of Mr. D’Avis as a member of the Management Board. In particular, strategic considerations, such as ensuring long-term planning reliability, ensuring continuity in the Company’s management, and retaining a key individual to implement strategic projects, required this decision. Nevertheless, as a precautionary measure and in order to avoid any legal uncertainty, 1&1 AG declares a deviation from recommendation B.4 of the Code in this respect.
1&1 AG intends to comply with the recommendation B.4 again for future (re-)appointments of members of the Management Board.

In all other respects, the Declaration of Conformity of 15 December 2025 remains unchanged.


Montabaur, 5 March 2026

On behalf of
the Supervisory Board          The Management Board
Kurt Dobitsch                        Ralph Dommermuth      Sascha D'Avis      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
PDF

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

Director Dealing 2025

Sustainability Reporting

For almost 30 years, we have been active as one of the major German telecommunications providers. Our work goes hand in hand with corporate and social responsibility, a topic that we take seriously.

For this reason we publish our annual Sustainability Reporting in which we describe, transparently and in detail, our measures to secure sustainable added value. As we strive to meet the increasing demands of our internal and external stakeholders, we remain in constant dialogue with customers, business partners, shareholders, investors and our employees. We would otherwise be unable to optimise our products and services and further specify our action areas relating to sustainability.

Non-financial Group report 2025
PDF 1,75 MB
Nachhaltigkeitsbericht

Remuneration system for members of the Executive Board

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Approval rate 94.57 %

Remuneration system for members of the Supervisory Board

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Approval rate 99.98 %
German archive

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.

Verantwortung bei Lieferketten