Material agreements conditional to a change of control following a takeover bid

In December 2024, a bank consortium granted United Internet AG a new syndicated loan facility and syndicated loan totaling € 1,500 million. The loans were increased by € 50 million to € 1,550 million in January 2025 by exercising a contractually guaranteed increase option. € 600 million of this amount had been drawn as at the end of the reporting period on December 31, 2025.

• The members of the consortium were granted the right to terminate their share of the syndicated loan facility or the syndicated loan if a third party or a group of third parties acting in concert acquired a majority of the shares in United Internet AG or held the majority of voting shares at an Annual Shareholders' Meeting of the Company. The right of termination is available to each member of the bank consortium individually within 30 days of the announcement of the change of control by the Company. However, this right of termination does not apply if the majority of shares or voting rights at an Annual Shareholders' Meeting are acquired by Mr. Ralph Dommermuth or his direct relatives.
• In addition, United Internet concluded a bridging loan agreement amounting to up to € 325 million for share purchases in May 2025. The background to the bridging loan was the voluntary public tender offer in the form of a partial offer to acquire up to 16,250,827 no-par bearer shares of 1&1 AG. As of the balance sheet date of December 31, 2025, € 245 million of the aforementioned loan had been drawn down.
• The bank was granted the right to terminate the loan agreement if a third party or a group of third parties acting jointly acquire a majority of shares in United Internet AG or hold a majority of voting shares at a general meeting of the Company. The bank has the right to terminate the agreement within 30 days of the Company announcing the change of control. However, this right of termination does not apply if the majority of shares or voting rights at a general meeting are acquired by Mr. Ralph Dommermuth or his immediate family members.

Furthermore, several promissory note loans of United Internet AG totaling € 1,217.0 million are outstanding at the end of the reporting period on December 31, 2025.

• The lenders of the promissory notes were granted the right to terminate their share of the respective promissory note loans if a third party or a group of third parties acting in concert acquired a majority interest in United Internet AG. The right of termination is available to each lender individually within 30 days of the announcement of the change of control by the Company. However, this right of termination does not apply if the majority of the shares are acquired by Mr. Ralph Dommermuth.
• 1&1 Mobilfunk GmbH concluded a national roaming agreement with Vodafone GmbH in the fiscal year 2024. National roaming is a standard procedure used in the rollout of new mobile networks that enables customers to surf and make calls without interruption in areas not yet covered. This is achieved by automatically using the roaming partner’s antennas in these areas.
• Under the terms of the agreement, Vodafone was granted the right to terminate the national roaming cooperation on extraordinary grounds if one of Vodafone's 10 main competitors specified in the agreement acquires or otherwise obtains a majority of the shares in United Internet AG (as long as United Internet is a controlling company of 1&1 Mobilfunk GmbH). The same right to extraordinary termination applies if United Internet acquires or otherwise obtains a majority of shares in one of Vodafone's 10 main competitors specified in the agreement. Group-internal restructuring measures are not covered by these rights.