AUTO1 Group SE

Governance Information • Apr 2, 2025

CORPORATE GOVERNANCE STATEMENT

pursuant to sections 289f and 315d of the German Commercial Code

In the corporate governance statement pursuant to sections 289f and 315d of the German Commercial Code (HGB) and in accordance with principle 23 of the German Corporate Governance Code in the version dated 28 April 2022, the Management Board and Supervisory Board of AUTO1 Group SE (hereinafter also referred to as the "Company") report below on the principles of corporate management and corporate governance of the Company for the financial year 2024. The statement includes, in addition to the declaration of compliance pursuant to section 161 of the German Stock Corporation Act (AktG), relevant information on corporate governance practices, the composition and working methods of the Management Board and Supervisory Board as well as the Supervisory Board committees. The corporate governance statement pursuant to sections 289f and 315d of the German Commercial Code (HGB) is also part of the combined management report.

The corporate governance statement is published on the Company's website in the "Investor Relations" section under the menu item "Corporate Governance" at https://ir.auto1 group.com/corporate-governance.

Declaration of Compliance with the German Corporate Governance Code pursuant to section 161 of the German Stock Corporation Act (AktG)

The Management Board and the Supervisory Board of AUTO1 Group SE with its registered office in Munich (the "Company"), declare that the Company, since the latest declaration of compliance dated 29 February 2024 has complied with the recommendations of the Government Commission German Corporate Governance Code (Code) in the version of 28 April 2022, published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette (Bundesanzeiger) with the following exception:

• Section F.2 of the Code – Reporting: With respect to the consolidated financial statements, the group management report as well as any mandatory interim financial information required under statutory laws or applicable stock exchange rules, the Company has decided, in deviation from Section F.2 of the Code, to publish the respective financial information within the respective publication periods stipulated by mandatory law or the applicable stock exchange rules for such financial information. The Company believes that a publication within such periods will sufficiently satisfy the need for information of the shareholders, creditors and other stakeholders as well as the public.

Further, the Management Board and the Supervisory Board of the Company declare that, in the future, the Company will comply with the recommendations of the Code in the version dated 28 April 2022 with the aforementioned exception; however, with respect to the consolidated financial statements and the group management report to be published for the fiscal year ending December 31, 2025, the Company intends to comply with the publication timeline provided for in Section F.2 of the Code. In contrast, any mandatory interim financial information required under statutory laws or applicable stock exchange rules shall continue to be published within the respective publication periods stipulated by mandatory law or the applicable stock exchange rules for the reasons stated above.

In case of doubt, the German version shall prevail.

Berlin, February 2025

The Management Board and the Supervisory Board of AUTO1 Group SE

The declaration of compliance is published on the Company's website in the "Investor Relations" section under the menu item "Corporate Governance" at https://ir.auto1-group.com/ corporate-governance.

Remuneration Report

The remuneration report for the financial year 2024 and the auditor's report in accordance with section 162 of the German Stock Corporation Act (AktG), the applicable remuneration system for the members of the Management Board approved by the Annual General Meeting on 7 June 2023 in accordance with section 87a para. 1 and para. 2 sentence 1 of the German Stock Corporation Act (AktG) and the last remuneration resolution of the Annual General Meeting for the members of the Supervisory Board in accordance with section 113 para. 3 of the German Stock Corporation Act (AktG) dated 9 June 2022 are published on the Company's website in the "Investor Relations" section under the "Corporate Governance" menu item at https://ir.auto1-group.com/corporate-governance.

Relevant Disclosures on Corporate Governance Practices

Principles of lawful conduct, Code of Conduct, Anti-Corruption and Bribery Policy and Human Rights and Working Conditions Policy

The corporate governance of the AUTO1 Group, i.e. the Group whose ultimate parent company is AUTO1 Group SE, is determined by the applicable legal requirements and the internal corporate guidelines that go beyond the legal requirements and are based on responsible, value-oriented and transparent principles. AUTO1 Group also takes into account the recommendations of the German Corporate Governance Code in its corporate governance.

This means that the foundation of the AUTO1 Group's corporate success is based on the lawful and responsible actions of all employees and managers on the one hand, and on mutual respect and trust on the other. In accordance with the applicable Code of Conduct, all employees of the AUTO1 Group are obligated to act in a risk-conscious and responsible manner and with integrity. The Code of Conduct summarizes the key guidelines and policies and also includes the moral and legal standards of the AUTO1 Group to be observed by every employee. Furthermore, the Code of Conduct states that AUTO1 Group does not accept corruption or bribery in its business dealings. This standard is set out in the Anti-Corruption and Bribery Policy, which reflects AUTO1 Group's values as well as all applicable laws and internationally recognized principles against corruption and bribery. In addition, AUTO1 Group is committed to respecting and upholding human rights and protecting the environment. These principles are set out in AUTO1 Group's Human Rights and Working Conditions Policy, which underlines AUTO1 Group's values and high standards as well as the requirements of the Supply Chain Due Diligence Act (LkSG). The Anti-Corruption and Bribery Policy and Human Rights and Working Conditions Policy apply, without exception, to all employees, freelancers and/or any other person acting on behalf of AUTO1 Group.

The Code of Conduct, the Anti-Corruption and Bribery Policy and the Human Rights and Working Conditions Policy are published on the Company's website in the "Investor Relations" section under the menu item "Corporate Governance" under the heading "Corporate Governance" at https://ir.auto1 group.com/corporate-governance.

Internal control system (ICS) and risk management system (RMS)

Great importance is attached to the principles of good corporate governance. To reinforce good corporate governance, the AUTO1 Group has various institutions in place, in particular a compliance team, an accountingrelated internal control system (ICS) and a comprehensive risk management system (RMS) with risk monitoring as a component, which also cover sustainability-related objectives.

Process-independent monitoring of the implemented ICS and RMS is performed by the AUTO1 Group's internal audit department. As part of its risk-oriented audit planning, it assesses the appropriateness and effectiveness of the implemented governance processes and systems.

The Management Board and the Audit Committee are regularly informed about the internal audits, the results of the ICS and RMS audits, respectively, and the opportunity and risk inventory, and their further developments.

Further details of the ICS and RMS are described in the combined management report. In the course of its monitoring activities, the Management Bord has no information that would speak against the appropriateness and effectiveness of the implemented ICS and RMS in the period from 1 January to 31 December 2024.

Non-financial Report

A detailed description of the measures relating to sustainability, environmental concerns, employee concerns, social concerns, respect for human rights as well as the fight against corruption and bribery and other relevant topics are published in the Company's non-financial report (ESG Report). The non-financial report is published on the Company's website in the "Investor Relations" section under the menu item "Corporate Governance" at https://ir.auto1-group.com/ corporate-governance.

In detail, the corporate governance of the AUTO1 Group is as follows:

Working methods of the Management Board and Supervisory Board

The Company is a European stock corporation (Societas Europaea (SE)) with its registered office in Munich. In accordance with Art. 38 lit. b) of Council Regulation (EC) No. 2157/2021 of 8 October 2001 on the Statute for a European company (SE) ("SE Regulation"), it has a dualistic system consisting of the Management Board as the management body and the Supervisory Board as the supervisory body. As an SE with its registered office in Germany, AUTO1 Group SE is subject to the provisions of the SE Regulation and the provisions of the German SE Implementation Act (SEAG) as well as German stock corporation law and the provisions of the German Commercial Code. The Management Board and Supervisory Board work together in a spirit of trust for the benefit of the Company and exchange information on a regular basis. The Management Board is the management body and is responsible for the management and conduct of business of the Company. The Supervisory Board is the controlling and monitoring body of the Company, advising and supervising the Management Board in the management of the business.

Functioning of the Management Board

The Management Board manages the Company on its own responsibility in accordance with the statutory provisions, the Company's Articles of Association ("Articles of Association") and the Rules of Procedure for the Management Board in the version applicable for the financial year 2024, which were adopted by the Supervisory Board on 23 January 2021 and amended on 14 September 2021 ("Rules of Procedure for the Management Board"). In its management activities, the Management Board also takes into account the recommendations of the German Corporate Governance Code. The Management Board is committed to the interests of the Company, in particular to increasing the sustainable value of the Company. The Management Board develops the strategic direction of the Company, regularly coordinates it with the Supervisory Board and ensures its implementation. In addition to long-term economic goals, the corporate strategy also takes appropriate account of ecological and social objectives. Corporate planning includes corresponding financial and sustainability-related targets. The Management Board shall establish an appropriate risk management system and a compliance management system aligned with the Company's risk situation. The Management Board reports to the Supervisory Board regularly, promptly and comprehensively, both in regular meetings and, as required, outside of meetings. It performs its management duties as a collegial body – but with individual areas of responsibility assigned to the individual members of the Management Board. Notwithstanding the Management Board's overall responsibility for management, the two Management Board members manage the departments assigned to them on their own responsibility within the framework of Management Board resolutions. The allocation of responsibilities between the Management Board members is based on the Management Board's Rules of Procedure. According to these, the two members of the Management Board of the Company were responsible for the following departments in the financial year 2024:

Christian Bertermann (Chairman of the Management Board, CEO):

• Strategy,
• Communications,
• Human Resources,
• Marketing,
• Purchasing,
• Sales,
• Technology.

Markus Boser (CFO):

• Legal,
• Accounting,
• Corporate Finance,
• Tax,
• Treasury,
• Compliance,
• Risk Management.

The Rules of Procedure of the Management Board regulate the work of the Management Board in detail. Section 2 para. 7 of the Rules of Procedure of the Board of Management provides that the following issues shall be decided by the entire Management Board:

• To the extent legally required, the preparation of the annual financial statements, the consolidated annual financial statements, the management report and the group management report.
• The convening of the Annual General Meeting, the proposed resolutions and on submissions pursuant to section 119 para. 2 of the German Stock Corporation Act (AktG).
• Measures requiring the approval of the Supervisory Board.
• Fundamental issues relating to organization, business policy and planning within the meaning of section 90 para. 1 no. 1 of the German Stock Corporation Act (AktG).
• Measures for the implementation and control of a monitoring system within the meaning of section 91 para. 2 of the German Stock Corporation Act (AktG).
• Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act (AktG).
• Matters submitted by a Management Board member to the full Management Board for decision.
• All matters not already assigned to the area of responsibility of a specific Management Board member by the schedule of responsibilities in the Rules of Procedure of the Management Board.
• Reporting to the Supervisory Board as well as interim and quarterly reporting of the Company.
• Introduction, amendment and/or repeal of internal company guidelines applicable and relevant to all employees of the AUTO1 Group.

Furthermore, the Rules of Procedure of the Management Board and the Articles of Association stipulate that certain transactions of fundamental importance require the prior approval of the Supervisory Board.

Meetings of the Management Board are generally held once a week, and, in accordance with § 7 para. 4 of the Articles of Association, the Management Board generally passes resolutions by a simple majority of the votes cast, with the Chairman of the Management Board having a casting vote in the event of a tie. The Management Board reports to the Supervisory Board regularly, promptly and comprehensively, both at regular meetings and as required outside meetings, on the net assets, financial position and results of operations of the Company and the Group, as well as on issues relating to risk management and internal control systems.

Functioning of the Supervisory Board

The Supervisory Board continuously monitors the Management Board and advises it on all matters of importance to the Company. It cooperates with the Management Board in a spirit of trust for the benefit of the Company and is involved in all decisions of fundamental importance. The duties and rights of the Supervisory Board are determined by the statutory provisions, the Articles of Association, the Rules of Procedure for the Supervisory Board dated 23 January 2021, last amended on 9 June 2022 ("Rules of Procedure for the Supervisory Board") and the Rules of Procedure for the Management Board. It appoints the members of the Management Board and is responsible for their possible dismissal. In addition, the Supervisory Board works together with the Management Board to ensure long-term succession planning for the Management Board by discussing this with the members of the Management Board at an early stage in advance of any pending extension of Management Board service contracts. The work of the Supervisory Board takes place both in plenary sessions and in committees. The work of the committees is intended to increase the efficiency of the Supervisory Board's activities. The chairpersons of the committees report regularly to the full Supervisory Board on the work of the respective committee. According to its Rules of Procedure (section 5 para. 1 sentence 1), the Supervisory Board must hold at least two (2) meetings per calendar halfyear. Otherwise, it holds meetings if the interests of the Company so require. Six (6) Supervisory Board meetings are currently planned for the calendar year 2025.

Composition and competence profile of the Supervisory Board

In accordance with § 9 para. 1 of the Articles of Association, the Company's Supervisory Board consists of six members who were elected by the Annual General Meeting. There were several personnel changes on the Supervisory Board in the financial year 2024. The terms of office of four members of the Supervisory Board, namely Dr. Gerhard Cromme, Mr. Gerd Häusler, Mr. Hakan Koç and Mrs. Sylvie Mutschler-von Specht, ended at the end of the Company's Annual General Meeting on 6 June 2024. By resolution of the Company's Annual General Meeting on 6 June 2024 under agenda item 6, Mr. Hakan Koç and Mrs. Sylvie Mutschler-von Specht were reelected, and Mrs. Anne Claudia Frese and Mr. Christian Miele were elected for the first time to the Supervisory Board. The regular terms of office of the Supervisory Board members in office as at 31 December 2024 were determined as follows for the respective members as part of the election by the Annual General Meeting:

Member of the Supervisory Board	First election to the Supervisory Board	End of the current term of office (in each case until the end of the Annual General Meeting of the year stated below)
Hakan Koç	2020	2028
Lars Santelmann	2022	2026
Sylvie Mutschler-von Specht	2021	2026
Martine Gorce Momboisse	2023	2026
Anne Claudia Frese	2024	2027
Christian Miele	2024	2027

The Supervisory Board shall collectively possess the skills and expertise considered essential in view of the activities of the AUTO1 Group. These include, in particular, experience and knowledge

• in the management of an internationally active company;
• in the areas of ecommerce/online trading and the trading in motor vehicles;
• in marketing and branding;
• in the area of human resources;
• in the area of financial and capital markets;
• in the area of corporate governance and compliance;
• in risk management, controlling and internal auditing;
• in accounting and financial reporting;
• in auditing; and
• in the areas of environmental, social and governance (ESG) as well as sustainability, in particular environmental concerns.

In view of the requirements of section 100 para. 5 and section 107 para. 4 sentence 3 of the German Stock Corporation Act (AktG), at least one member of the Supervisory Board and of the Audit and Risk Committee must have expertise in the field of accounting and at least one further member of the Supervisory Board and of the Audit and Risk Committee must have expertise in the field of auditing and the members of the Supervisory Board as a whole must be familiar with the sector in which the Company operates. According to recommendation D.3 sentence 1 GCGC, the expertise in the field of accounting shall consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems, and the expertise in the field of auditing shall consist of special knowledge and experience in the auditing of financial statements. Accounting and auditing also include sustainability reporting and its audit and assurance. The Chairman of the Audit Committee shall have appropriate expertise in at least one of the two areas (recommendation D.3 sentences 2 and 3 GCGC).

The status of the implementation of the competence profile as at 31 December 2024 is disclosed below in the form of a qualification matrix.

	Management experience regarding an internationally active company	Ecommerce/ Online trading/ Trading in motor vehicles	Marketing & Branding	Human Resources	Financial and Capital Markets	Corporate Governance & Compliance	Risk management/ Controlling/ Internal Auditing	Expertise in the areas Accounting and Financial Reporting, also within the meaning of sec. 100 para. 5 of the German Stock Corporation Act (AktG)	Expertise in the area of Auditing, also within the meaning of sec. 100 para. 5 of the German Stock Corporation Act (AktG)	ESG/ Sustainability with a focus on environmental concerns
Hakan Koç	+	+	+	+	+	+	+	+	+	+
Lars Santelmann	+	+	+	+	+	+	+	+	+	+
Sylvie Mutschler von Specht	+	+	+	+	+	+	-	-	-	+
Martine Gorce Momboisse	+	-	+	+	-	+	-	-	-	+
Anne Claudia Frese	+	+	+	+	-	+	+	-	+	+
Christian Miele	-	+	+	+	+	+	-	+	+	-

Qualification Matrix Supervisory Board (C.1 German Corporate Governance Code)

Composition and working methods of the committees of the Supervisory Board

In the financial year 2024, the Supervisory Board had a total of four committees: the Audit and Risk Committee ("Audit Committee"), the Presidential and Nomination Committee ("Presidential Committee"), the ESG Committee and the Marketing and Branding Committee ("Marketing Committee").

Audit Committee

The Audit Committee has the following specific responsibilities, in particular:

• Audit of accounting, 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, in particular the selection and independence of the auditor, the quality of the audit and the additional services provided by the auditor, and compliance;
• Preparation of the Supervisory Board's resolutions in connection with (i) the annual and consolidated financial statements and (ii) the Supervisory Board's resolution proposal to the Annual General Meeting for the election of the auditor;
• Discussion of the financial reporting during the year with the Management Board and, if applicable, the auditor;
• Appointment of the auditor and cooperation with the auditor.

In the financial year 2024 until 6 June 2024, the members of the Audit Committee were Gerd Häusler as Chairman, Dr. Gerhard Cromme and Lars Santelmann, who is now Chairman of the Audit Committee following Gerd Häusler's end of term on 6 June 2024. Since 6 June 2024, Hakan Koç and Christian Miele have been the other members of the threeperson Audit Committee.

Lars Santelmann, Hakan Koç and Christian Miele have expertise in the fields of accounting and auditing within the meaning of sections 100 para. 5 and 107 para. 4 sentence 3 of the German Stock Corporation Act (AktG).

Lars Santelmann was a member of the Management Board of Volkswagen Financial Services AG for many years and most recently served as its Chairman. As Chairman of the Management Board, Lars Santelmann was responsible for compliance with accounting regulations as well as for auditing the annual financial statements and other relevant financial documents. In this position, he also had to deal with the increasingly important aspects of sustainability reporting. As a result of the aforementioned activities, Lars Santelmann has extensive knowledge and experience both in the application of accounting principles and internal control and risk management systems as well as in the field of auditing and sustainability reporting including its audit.

Hakan Koç is a Co-founder of the AUTO1 Group and was its Co-CEO for several years before joining the Company's Supervisory Board in 2020. Hakan Koç has been CEO of the 1GLOBAL Group, which he also co-founded, for a good two years. As Co-CEO of the AUTO1 Group and CEO of 1GLOBAL, Hakan Koç was and is responsible for the management of a globally operating company, which gave him deep insights into the processes and requirements for transparent accounting and proper auditing. Thanks to his many years of experience in managing companies, Hakan Koç has also acquired extensive knowledge of reporting on sustainabilityrelated topics. Hakan Koç therefore also has special knowledge and experience in the application of accounting principles and internal control and risk management systems, in the auditing of financial statements and in sustainability reporting, including its audit.

Christian Miele worked in various senior management positions at several companies before becoming a partner at Headline, a venture capital firm that invests in tech and software start-ups in particular. In his role as a partner at Headline, he was and is regularly confronted with the financial aspects of company start-ups and developments, which has given him extensive insight into the requirements of accounting and auditing. Christian Miele therefore also meets the requirements for expertise in the fields of accounting and auditing set out in recommendation D.3 sentence 1 of the GCGC.

Against this background, all three members of the Audit Committee have expertise in the fields of accounting and auditing.

Presidential Committee

The Presidential Committee discusses key issues and prepares Supervisory Board resolutions, in particular on the following matters:

• Resolutions of the Supervisory Board on the objectives of its composition and the competence profile;
• Preparation of the self-assessment of the Supervisory Board and its committees;
• Resolutions of the Supervisory Board on the selection, appointment and dismissal of members of the Management Board as well as the conclusion, amendment and termination of their service agreements, including remuneration;
• Preparation of the resolution of the Supervisory Board pursuant to sections 87a and 162 of the German Stock Corporation Act (AktG).
• In its function as Nomination Committee, the Presidential Committee also nominates suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for the election of Supervisory Board members and prepares the corresponding resolutions of the Supervisory Board.

Members of the Presidential Committee in the financial year 2024 until 6 June 2024 were Dr. Gerhard Cromme as Chairman, Gerd Häusler and Hakan Koç, who now serves as Chairman of the Presidential Committee following the end of term of Dr. Gerhard Cromme on 6 June 2024. Since 6 June 2024, Lars Santelmann and Sylvie Mutschler-von Specht have been the other members of the three-person Presidential Committee.

ESG Committee

The ESG Committee has the following specific responsibilities, in particular:

• Monitoring and advising the Management Board on environmental, social and governance ("ESG Matters");
• Monitoring the Management Board's measures to implement ESG Matters and establishing a monitoring system for ESG Matters as deemed necessary.

Members of the ESG Committee in the financial year 2024 until 6 June 2024 were Lars Santelmann as Chairman, Hakan Koç and Sylvie Mutschler-von Specht, who has now taken over as Chairwoman from Lars Santelmann. Since 6 June 2024, Anne Claudia Frese has replaced Hakan Koç as a further member of the three-person ESG Committee.

Marketing Committee

The Marketing Committee has the following specific responsibilities, in particular:

• Monitoring and advising the Management Board on marketing, branding, product placement, advertising and external relations ("Marketing Matters");
• Monitoring measures to implement Marketing Matters.

The members of the Marketing Committee in the financial year 2024 were Martine Gorce Momboisse (Chairwoman), Hakan Koç and, until 6 June 2024, Sylvie Mutschler-von Specht. Since 6 June 2024, Anne Claudia Frese has replaced Sylvie Mutschler-von Specht as an additional member of the three-person Marketing Committee.

Self-assessment of the Supervisory Board

The Supervisory Board shall regularly assess how effectively the Supervisory Board as a whole and its committees perform their duties. In November 2024, the Supervisory Board initially carried out a comprehensive self-assessment with the help of a questionnaire, in particular on the effectiveness of the working methods of the Supervisory Board and its committees (e.g., internal organization of the Supervisory Board, reporting by the Chairman of the Supervisory Board and the Committee Chairpersons). Compared to the last self-assessment in October 2022, the composition of the Supervisory Board has changed in such a way that three Supervisory Board members were already on the Board in 2022 and three Supervisory Board members have been newly appointed since then. The results of the questionnaires completed by the Supervisory Board members were discussed in detail at the meetings of the Presidential Committee on 4 February 2025 and 24 February 2025 and at the Supervisory Board meeting on 25 February 2025. The self-assessment once again confirms trusting and professional cooperation both within the Supervisory Board and between the Supervisory Board and the Management Board. Both the composition and internal organization of the Supervisory Board and its committees as well as the cooperation between the Supervisory Board and the Management Board continue to be assessed as effective and efficient. There was no fundamental need for change. However, individual suggestions from the self-assessment were taken up and implemented.

At its meeting on 25 February 2025, the Supervisory Board decided that the next regular self-assessment of the Supervisory Board should take place in autumn 2026 at the earliest.

Target figures for the proportion of women in Management Board and Supervisory Board

In February 2023, the Company's Supervisory Board set the target figure for the Supervisory Board that women should make up at least 1/3 of the entire Board, i.e. at least two women should be members of the Supervisory Board. A deadline of 30 June 2026 was set for achieving this target figure.

In accordance with the Articles of Association, the Company's Supervisory Board consists of six members, all of whom are elected by the Annual General Meeting. In the period from 1 January 2024 to 6 June 2024, two women were members of the Supervisory Board: Mrs. Sylvie Mutschler-von Specht and Mrs. Martine Gorce Momboisse. Mrs. Sylvie Mutschler-von Specht's term of office ended at the end of the Company's Annual General Meeting on 6 June 2024 and she was reelected as a member of the Supervisory Board by resolution of the Company's Annual General Meeting on 6 June 2024 under agenda item 6. In addition, the Company's Annual General Meeting on 6 June 2024 elected Anne Claudia Frese as a new member of the Supervisory Board under agenda item 6. The Company's Supervisory Board has therefore had equal gender representation since 6 June 2024. The target figure set by the Supervisory Board in February 2023 for the proportion of women on the Supervisory Board as a whole was therefore met in the reporting year.

In January 2021, the Supervisory Board set the target figure for the proportion of women in the Management Board as follows:

• the proportion of women in the board as a whole should be at least 1/4 and
• the Management Board should include at least one woman.

The deadline for achieving the target figure is 1 January 2026.

Currently, the Management Board of the Company consists of a total of two male members. The current term of appointment of the current members of the Management Board will end upon expiry of 31 December 2025. There are currently no plans to change the composition of the Management Board before the end of the current term of appointment.

Due to the lack of management levels below the Management Board of the Company, there is currently no obligation of the Management Board pursuant to section 76 para. 4 of the German Stock Corporation Act (AktG) to set targets for the proportion of women in the two management levels below the Management Board.

In addition to the statutory requirements, the Management Board has set target figures at Group level for the proportion of women in the two management levels below the Management Board.

Diversity concept

The diversity concept of the AUTO1 Group stipulates that aspects of age, gender, educational and professional background are taken into account in the composition of the Management Board and the Supervisory Board.

All members must have basic general qualifications, such as experience already gained in various bodies, and be professionally and personally suited to the management and specific situations and tasks of the Company. At the same time, the members of the Management Board and the Supervisory Board should have different professional and educational backgrounds. Suitability for a position in the Company's Management Board or Supervisory Board also requires management experience.

The aim of this diversity concept is to fill the Company's bodies in such a way that their members have the necessary knowledge, skills and professional experience to properly perform the tasks in these important positions and to adequately steer and manage the Company.

The implementation of the diversity concept is ensured through careful analysis of existing and future corporate challenges and goals. For example, the identification of suitable candidates for the Management Board and Supervisory Board as well as the size of the committees is regularly reviewed and adjusted if necessary. In addition, the diversity concept is used as a basis for long-term planning when appointing members to the boards and is thus part of the long-term corporate strategy of the AUTO1 Group.

With regard to diversity, the Supervisory Board strives to take into account different professional and international experiences in its composition and to comply with the defined target figure for the proportion of women.

With regard to the proportion of women in the Management Board and Supervisory Board, the diversity concept provides for the target figures described above. The diversity concept also provides for a balanced age structure. An age limit is set for the balance. For example, members of the Supervisory Board should not be older than 70 at the beginning of their term of office. Members of the Management Board should not be older than 67 at the end of their term of appointment.

Note on the language version of the Corporate Governance Statement

This document is also available in an English translation; in the event of discrepancies, the German version of the document shall take precedence over the English translation.

March 2025