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AUTO1 Group SE — AGM Information 2026
Jun 5, 2026
720_cgr_2026-06-04_42359c7b-ac8c-486b-bf26-20c299dcbaf3.pdf
AGM Information
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AUTO1 | GROUP
AUTO1 Group SE
Munich
Munich Local Court, HRB 241031
ANNUAL GENERAL MEETING 2026
The remuneration system for the members of the Supervisory Board was approved by the Annual General Meeting on June 4, 2026, with a majority of 99.84% of the valid votes cast, and the new remuneration was adopted accordingly.
- Resolution on the adjustment of the remuneration of the Supervisory Board and the remuneration system for the members of the Supervisory Board, as well as the corresponding amendment to Sec. 13 of the Articles of Association
Pursuant to Sec. 113 para. (3) sent. 1 and 2 of the German Stock Corporation Act (AktG), the Annual General Meeting of listed companies must pass a resolution on the remuneration of Supervisory Board members at least every four years. Most recently, the Annual General Meeting of AUTO1 Group SE on June 9, 2022, passed a resolution on the remuneration system for members of the Supervisory Board under agenda item 8.
Supervisory Board remuneration has not been adjusted since financial year 2022. In light of the significant growth of AUTO1's operating business, as well as the renewed increase in regulatory requirements, the Company observes a marked rise in the time and substantive demands placed on the work of Supervisory Board members. In light of these increased demands and with regard to the remuneration of Supervisory Board members at other comparable companies, a selective and moderate increase in Supervisory Board remuneration is deemed necessary in accordance with the recommendation of a remuneration consultant commissioned to address this matter. In this context, market-competitive, attractive remuneration helps to attract and retain qualified candidates for the Supervisory Board.
For these reasons, it is intended to adjust the remuneration of the members of the Supervisory Board and the remuneration system for the members of the Supervisory Board, as well as Sec. 13 of the Articles of Association, accordingly. This applies to the remuneration of ordinary members, the vice-chairman, and the chairman of the Supervisory Board. At the same time, the remuneration for membership and chairmanship in Supervisory Board committees is to be aligned and increased. The scope of the intended adjustments essentially corresponds to the
recommendations of the retained remuneration consultant. However, in some respects, it does not fully exhaust these recommendations.
The new regulations regarding the remuneration of Supervisory Board members, as well as the remuneration system for Supervisory Board members presented here, are to take effect on January 1, 2026. The revised remuneration system for Supervisory Board members, along with a detailed description of the remuneration changes, will be available on the Company's website at
https://ir.auto1-group.com/en/events#agm.
The Management Board and the Supervisory Board propose that the following resolution be adopted:
a. Remuneration Adjustment and Amendment to the Articles of Association
The compensation of the members of the Supervisory Board will be adjusted effective January 1, 2026, in accordance with Sec. 13 of the Articles of Association, which is to be revised under this agenda item 8.
To this end, Sec. 13 of the Articles of Association is amended and revised in its entirety as follows:
Ҥ 13
Remuneration
(1) Each member of the Supervisory Board shall receive a fixed annual remuneration in the amount of EUR 80,000.00 (in words: eighty thousand euros); notwithstanding this, the chairman of the Supervisory Board receives a fixed annual remuneration in the amount of EUR 240,000.00 (in words: two hundred forty thousand euros) and the vice-chairman of the Supervisory Board shall receive a fixed annual remuneration in the amount of EUR 160,000.00 (in words: one hundred sixty thousand euros).
(2) The following applies to membership on Supervisory Board committees: membership on a first Supervisory Board committee is compensated by the fixed annual remuneration specified in paragraph 1. Only upon membership in a second committee shall the respective Supervisory Board member receive an additional annual committee remuneration in the amount of EUR 10,000.00 (in words: ten thousand euros) for each additional committee membership. The chairmanship of a Supervisory Board committee is compensated separately, regardless of the number of committee memberships. Each chairman of a Supervisory Board committee shall receive an additional annual remuneration of EUR 20,000.00 (in words: twenty thousand euros); notwithstanding this, the chairman of the Audit and Risk Committee and the chairman of the Marketing and Branding Committee receive an annual remuneration of EUR 45,000.00 (in words: forty-five thousand euros). The chairman of the Supervisory Board and the vice-chairman of the Supervisory Board do not receive any additional compensation for membership or chairmanship in committees pursuant to this
paragraph 2; this is already fully covered by the fixed annual remuneration pursuant to paragraph 1.
(3) The remuneration under this § 13 shall apply from 1 January 2026. The remuneration for members of the Supervisory Board shall be payable after the end of each financial year. Supervisory Board members who serve on the Supervisory Board or the respective committee or as chairman or vice-chairman of the Supervisory Board or chairman of the respective committee for only part of the financial year shall receive a respective pro rata remuneration whereby for any month commenced the full remuneration for such month shall be payable. With respect to any short financial years, also only a respective pro-rata remuneration shall be payable.
(4) For each personal attendance in a Supervisory Board meeting (physical presence) or in another meeting at the Company that requires the personal physical presence of the Supervisory Board member, the Supervisory Board member present shall receive an amount of EUR 1,000.00 (in case of an arrival from a location in Germany) or EUR 2,000.00 (in case of an arrival from a location abroad); if several meetings take place on the same day, the foregoing amount is payable only once. If the Supervisory Board meeting or other meeting, respectively, lasts for several consecutive days, or if several Supervisory Board meetings or other meetings, respectively, are held on several consecutive days, any attending Supervisory Board member shall receive (regardless of the place of origin) a further amount of EUR 1,000.00 for the second and each subsequent day of the meeting or appointment.
(5) In addition to the remuneration pursuant to the paragraphs above, the Company shall reimburse the members of the Supervisory Board for all reasonable out-of-pocket expenses when exercising their duties as Supervisory Board members and for any sales tax payable on their out-of-pocket expenses and remuneration. Any out-of-pocket expenses in connection with the personal attendance in a Supervisory Board meeting or another meeting shall be deemed satisfied by the provision of paragraph 4 above and shall not be reimbursed unless higher expenses are proven in an individual case.
(6) The Company takes out a separate financial loss liability insurance for directors and officers (D&O insurance) for members of the Supervisory Board in an appropriate amount."
b. Resolution on the Remuneration System for Members of the Supervisory Board
The amended Remuneration System available under
https://ir.auto1-group.com/en/events#agm
is approved, taking into account the revised version of Sec. 13 of the Company's Articles of Association provided for under Agenda Item 8(a).
AUTO1
GROUP
REMUNERATION SYSTEM FOR MEMBERS OF THE SUPERVISORY BOARD
OF AUTO1 GROUP SE
I. Review of Supervisory Board remuneration
The current remuneration of the Supervisory Board of AUTO1 Group SE has remained unchanged since the Supervisory Board remuneration system was last presented at the Annual General Meeting 2022. During this period, however, the responsibilities and time commitment of the members of the Supervisory Board have grown steadily due to increasing regulatory requirements and macroeconomic challenges.
The Supervisory Board has taken this as an opportunity to review the current structure of Supervisory Board compensation with the assistance of an external, independent compensation consultant.
The revised Supervisory Board remuneration is in line with regulatory requirements and is intended to ensure that remuneration remains attractive and in line with market standards in order to attract and retain qualified candidates for the Supervisory Board.
The revised Supervisory Board compensation system and the key changes are outlined below.
II. Changes to Supervisory Board remuneration
The changes to Supervisory Board compensation are as follows:
| Body | Current compensation | New compensation |
|---|---|---|
| Supervisory Board | Ordinary member: EUR 50,000 | Ordinary member: EUR 80,000 (including one committee membership) |
| Chair: EUR 150,000 | Chair: EUR 240,000 | |
| Vice Chair: EUR 60,000 | Vice Chair: EUR 160,000 | |
| Audit and Risk Committee | Regular membership: EUR 5,000 | Ordinary member: EUR 10,000 |
| Chair: additional EUR 45,000 | Chair: additional EUR 45,000 | |
| Marketing and Branding Committee | Ordinary member: EUR 5,000 | Ordinary member: EUR 10,000 |
| Chair: additional EUR 45,000 | Chair: additional EUR 45,000 | |
| ESG Committee | Regular membership: EUR 5,000 | Ordinary member: EUR 10,000 |
| Chair: additional EUR 20,000 | Chair: additional EUR 20,000 | |
| Presidential Committee | Ordinary member: EUR 5,000 | Ordinary member: EUR 10,000 |
| Chair: additional EUR 5,000 | Chair: additional EUR 20,000 |
The annual compensation for ordinary membership on the Supervisory Board will be increased from the current EUR 50,000 to EUR 80,000 in the future. The new compensation already includes the membership in one committee. Including committee membership in the base
compensation serves to simplify the structure and reflects the common practice of each Supervisory Board member serving on at least one committee. Separate compensation will therefore only be granted upon the assumption of additional committee mandates. Compensation for the chairmanship is also being increased. The Chairman of the Supervisory Board will receive EUR 240,000 in the future, up from the previous EUR 150,000. For the Vice Chairman, compensation will rise from the current EUR 60,000 to EUR 160,000 in the future.
Remuneration for committee activities is also being adjusted. For ordinary membership on the committees, remuneration will be increased from EUR 5,000 to EUR 10,000 in each case. This applies to the Audit and Risk Committee, the Marketing and Branding Committee, the ESG Committee, and the Presidential Committee.
The additional compensation for chairing individual committees remains unchanged in some cases. For example, the chairs of the Audit and Risk Committee and the Marketing and Branding Committee will continue to receive additional compensation of EUR 45,000, while the chair of the ESG Committee will continue to be compensated with an additional EUR 20,000. In the Presidential Committee, however, the additional compensation for the chairmanship is being increased, rising from the previous EUR 5,000 to EUR 20,000 in the future.
Overall, the new regulations consider both the increased importance of Supervisory Board activities and the greater time and effort required, particularly with regard to committee work.
III. Principles of the remuneration system
The remuneration of the Supervisory Board of AUTO1 Group SE is governed by Sec. 13 of the Articles of Association.
The remuneration of the members of the Supervisory Board was adjusted effective January 1, 2026, in accordance with Sec. 13 of the Articles of Association, which is to be amended under agenda item 8 of the Annual General Meeting on June 4, 2026.
The new remuneration provision pursuant to Sec. 13 of the Articles of Association reads as follows:
§ 13
Remuneration
(7) Each member of the Supervisory Board shall receive a fixed annual remuneration in the amount of EUR 80,000.00 (in words: eighty thousand euros); notwithstanding this, the chairman of the Supervisory Board receives a fixed annual remuneration in the amount of EUR 240,000.00 (in words: two hundred forty thousand euros) and the vice-chairman of the Supervisory Board shall receive a fixed annual remuneration in the amount of EUR 160,000.00 (in words: one hundred sixty thousand euros).
(8) The following applies to membership on Supervisory Board committees: membership on a first Supervisory Board committee is compensated by the fixed annual remuneration specified in paragraph 1. Only upon membership in a second committee shall the respective Supervisory Board member receive an additional annual committee remuneration in the amount of EUR 10,000.00
(in words: ten thousand euros) for each additional committee membership. The chairmanship of a Supervisory Board committee is compensated separately, regardless of the number of committee memberships. Each chairman of a Supervisory Board committee shall receive an additional annual remuneration of EUR 20,000.00 (in words: twenty thousand euros); notwithstanding this, the chairman of the Audit and Risk Committee and the chairman of the Marketing and Branding Committee receive an annual remuneration of EUR 45,000.00 (in words: forty-five thousand euros). The chairman of the Supervisory Board and the vice-chairman of the Supervisory Board do not receive any additional compensation for membership or chairmanship in committees pursuant to this paragraph 2; this is already fully covered by the fixed annual remuneration pursuant to paragraph 1.
(9) The remuneration under this § 13 shall apply from 1 January 2026. The remuneration for members of the Supervisory Board shall be payable after the end of each financial year. Supervisory Board members who serve on the Supervisory Board or the respective committee or as chairman or vice-chairman of the Supervisory Board or chairman of the respective committee for only part of the financial year shall receive a respective pro rata remuneration whereby for any month commenced the full remuneration for such month shall be payable. With respect to any short financial years, also only a respective pro-rata remuneration shall be payable.
(10) For each personal attendance in a Supervisory Board meeting (physical presence) or in another meeting at the Company that requires the personal physical presence of the Supervisory Board member, the Supervisory Board member present shall receive an amount of EUR 1,000.00 (in case of an arrival from a location in Germany) or EUR 2,000.00 (in case of an arrival from a location abroad); if several meetings take place on the same day, the foregoing amount is payable only once. If the Supervisory Board meeting or other meeting, respectively, lasts for several consecutive days, or if several Supervisory Board meetings or other meetings, respectively, are held on several consecutive days, any attending Supervisory Board member shall receive (regardless of the place of origin) a further amount of EUR 1,000.00 for the second and each subsequent day of the meeting or appointment.
(11) In addition to the remuneration pursuant to the paragraphs above, the Company shall reimburse the members of the Supervisory Board for all reasonable out-of-pocket expenses when exercising their duties as Supervisory Board members and for any sales tax payable on their out-of-pocket expenses and remuneration. Any out-of-pocket expenses in connection with the personal attendance in a Supervisory Board meeting or another meeting shall be deemed satisfied by the provision of paragraph 4 above and shall not be reimbursed unless higher expenses are proven in an individual case.
(12) The Company takes out a separate financial loss liability insurance for directors and officers (D&O insurance) for members of the Supervisory Board in an appropriate amount.
The remuneration of the members of the Supervisory Board is structured as a fixed-sum payment in accordance with prevailing market practice among listed companies in Germany. In addition, members of the Supervisory Board receive a lump-sum compensation for each personal attendance at a Supervisory Board meeting (on-site presence) or at any other meeting at the Company that requires the personal on-site presence of the Supervisory Board member.
Performance-based components are not included. The Management Board and Supervisory Board believe that a purely fixed remuneration for Supervisory Board members is best suited to strengthen the independence of the Supervisory Board and to account for the Supervisory Board's advisory and monitoring functions, which must be fulfilled regardless of the Company's performance.
The amount and structure of the Supervisory Board remuneration ensure that the Company is able to attract qualified candidates for membership on the Company's Supervisory Board; in this way, the Supervisory Board remuneration contributes sustainably to the promotion of the business strategy and to the long-term development of the Company. In particular, the existing compensation policy also considers Recommendation G.17 and Suggestion G.18 sent. 1 of the German Corporate Governance Code in its currently applicable version.
The system for the remuneration of Supervisory Board members is adopted by the Annual General Meeting upon the proposal of the Management Board and the Supervisory Board. The remuneration is reviewed regularly, at least every four years, by the Management Board and the Supervisory Board to determine whether the amount and structure are still in line with market conditions and are proportionate to the duties of the Supervisory Board as well as the Company's situation. In the opinion of the Management Board and the Supervisory Board, the remuneration is appropriate in its current form - considering the adjustments resolved under agenda item 8 of the Annual General Meeting of June 4, 2026 - but will be reviewed in the event of new legal obligations or other expansions of duties.
The terms of employment and compensation of the employees were and are irrelevant to the structure of the Supervisory Board's compensation. This is because Supervisory Board compensation is granted for activities that, due to their advisory and supervisory functions, differ fundamentally from the activities of the employees. Any potential conflicts of interest in the review of the compensation system are countered by the statutory allocation of authority. This assigns the decision-making authority regarding Supervisory Board compensation to the Annual General Meeting. The Management Board and the Supervisory Board submit a corresponding resolution proposal to the Annual General Meeting for this purpose. Thus, a system of mutual control is already anchored in the statutory provisions.
Since the remuneration of the Supervisory Board is determined directly by resolution of the Annual General Meeting, no remuneration-related legal transactions are concluded with the members of the Supervisory Board pursuant to Sec. 87a para. (1) sent. 2 no. 8 AktG. Furthermore, the remuneration systems do not include any commitments regarding severance pay or pension and early retirement provisions.
IV. No variable compensation and no compensation-related legal transactions
Since the compensation system does not include any variable compensation components, there is no need to disclose the relative proportion of fixed and variable compensation components
within the meaning of Sec. 87a para. (1) sent. 2 no. 3 AktG. Furthermore, disclosures pursuant to Sec. 87a para. (1) sent. 2 nos. 4, 6 and 7 AktG are not required.
V. Inclusion of the remuneration and employment conditions of employees pursuant to Sec. 87a para. (1) sent. 2 no. 9 AktG
The remuneration provisions do not include a legally binding connection with the compensation and employment terms of employees, as such would not correspond to the functional distinction of the Supervisory Board as a non-executive body, and would unduly restrict the shareholders' freedom to decide on the compensation of the Supervisory Board.