AUTO1 Group SE — Governance Information 2026

Mar 31, 2026

AUTO 1

GROUP

CORPORATE GOVERNANCE STATEMENT

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

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AUTO1 GROUP

In the Corporate Governance Statement pursuant to Section 289f and Section 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 the Supervisory Board of AUTO1 Group SE (hereinafter also: the "Company") report below on the principles of corporate management and corporate governance of the Company for the financial year 2025. In addition to the Declaration of Compliance pursuant to Section 161 of the German Stock Corporation Act (AktG), the statement contains relevant information on corporate governance practices, the composition and working methods of the Management Board and the Supervisory Board, as well as the committees of the Supervisory Board. The Corporate Governance Statement pursuant to Section 289f and Section 315d of the German Commercial Code (HGB) also forms 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 25 February 2025 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 – with the exception of quarterly reports –, 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. However, the quarterly reports required under applicable stock exchange rules were published within the publication period provided for in Section F.2 of the Code.

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 half-year financial reports 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 2026

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 "Corporate Governance" menu item at https://ir.auto1-group.com/corporate-governance.

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Remuneration Report

The Remuneration Report for the financial year 2025 and the auditor's note pursuant to Section 162 of the German Stock Corporation Act (AktG), the remuneration system for the members of the Management Board in force and approved by the Annual General Meeting on 4 June 2025, pursuant to Section 87a (1) and (2) first sentence, of the German Stock Corporation Act (AktG), and the latest remuneration resolution of the Annual General Meeting for the members of the Supervisory Board pursuant to Section 113 (3) of the German Stock Corporation Act (AktG) dated 9 June 2022 will be 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 of companies whose ultimate parent company is AUTO1 Group SE, is governed by the applicable statutory provisions as well as internal corporate guidelines that go beyond the statutory requirements and are based on responsible, value-oriented and transparent principles. In its corporate governance, the AUTO1 Group also takes into account the recommendations of the "Government Commission German Corporate Governance Code" (GCGC).

This means that the foundation of the AUTO1 Group's corporate success is based on the lawful and responsible conduct of all employees and managers on the one hand, and on mutual respect and trust on the other. All employees of the AUTO1 Group are obliged, in accordance with the applicable

Code of Conduct, to act in a risk-aware and responsible manner and to conduct themselves with integrity. The Code of Conduct summarises the key guidelines and principles and also sets out the moral and legal standards of the AUTO1 Group that every employee must observe. Furthermore, the Code of Conduct states that the AUTO1 Group does not tolerate corruption or bribery in its business dealings. This standard is set out in the Anti-Corruption and Bribery Policy, which reflects both the values of the AUTO1 Group and all applicable laws and internationally recognised principles against corruption and bribery. Furthermore, the AUTO1 Group is committed to respecting and upholding human rights and protecting the environment. These principles are enshrined in the AUTO1 Group's Human Rights and Working Conditions Policy, which underlines the 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 the Human Rights and Working Conditions Policy apply without exception to all employees, freelancers and/or any other person acting on behalf of the 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 'Corporate Governance' menu item 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 strengthen good corporate governance, the AUTO1 Group has various structures in place, in particular a compliance team, an accounting-related internal control system (ICS) and a comprehensive risk management system (RMS) incorporating risk monitoring, which also covers sustainability-related objectives.

The process-independent monitoring of the implemented ICS and RMS is carried out by the AUTO1 Group's internal audit function. As part of its risk-based audit planning, it assesses the adequacy and effectiveness of the implemented governance processes and systems.

The Management Board and the Audit Committee are regularly informed about the internal audit reviews, the results of the ICS and RMS audits, the opportunity and risk inventory, and related developments.

Further details of the ICS and the RMS are described in the combined management report. As part of its monitoring activities, the Management Board has no information to suggest that the adequacy and effectiveness of the

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implemented ICS and the RMS were compromised during the period from 1 January to 31 December 2025.

Non-financial report

A detailed description of the measures relating to sustainability, environmental issues, employee matters, social issues, respect for human rights, the fight against corruption and bribery, and other relevant topics is 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 'Corporate Governance' menu item 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 company (Societas Europaea (SE)) with its registered office in Munich. In accordance with Article 38(b) of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE) ("SE Regulation"), the Company operates a dualistic system consisting of the Management Board as the executive 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 German SE Implementation Act (SEAG), as well as to German stock corporation law and the provisions of the German Commercial Code (HGB). The Management Board and the Supervisory Board work together in a spirit of trust for the benefit of the Company and consult with one another regularly. The Management Board is the executive body and is responsible for the management and administration of the Company. The Supervisory Board is the Company's supervisory and monitoring body, which advises and monitors the Management Board in the conduct of its business.

Working methods 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 to the financial year 2025, which the Supervisory Board adopted on 23 January 2021 and amended on 14 September 2021, 25 February 2025 and 18 December 2025 ("Rules of Procedure for the Management Board"). In its management of the Company, the Management Board also takes into account the recommendations of the GCGC. The Management Board is committed to the interests of the Company, in particular to increasing its sustainable enterprise value. The Management Board develops the Company's strategic direction, coordinates this regularly with the Supervisory Board and ensures its implementation. In addition to long-term economic objectives, the corporate strategy also takes appropriate account of environmental and social objectives. Corporate planning includes corresponding financial and sustainability-related objectives. The Management Board establishes an appropriate risk management system and a compliance management system tailored to the Company's risk profile. The Management Board reports to the Supervisory Board regularly, promptly and comprehensively, both at regular meetings and, where necessary, outside of meetings. It performs its management duties as a collegial body – albeit with individual portfolios assigned to the individual members of the Management Board. Notwithstanding the Management Board's overall responsibility for the management of the Company, the two members of the Management Board manage the areas of responsibility assigned to them on their own responsibility within the framework of the Management Board's resolutions. The division of responsibilities among the members of the Management Board is set out in the Rules of Procedure for the Management Board. Accordingly, the two members of the Company's Management Board were responsible for the following areas of responsibility in the financial year 2025:

Christian Bertermann (Chairman of the Board, CEO):

• Strategy,
• Communications,
• Human Resources / People,
• Marketing,
• Product,
• Purchasing,
• Retail,

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• Sales,
• Operations,
• Technology,
• Production,
• Logistics,
• Procurement.

Markus Boser (CFO until 31 December 2025); Christian Wallentin (CFO since 1 January 2026):
- Legal,
- Accounting,
- Corporate Finance,
- Tax,
- Treasury,
- Compliance (incl. AML) & ESG,
- Risk Management & Internal Audit,
- Financial Planning & Analysis,
- Financial Technology,
- Investor Relations.

The Rules of Procedure for the Management Board govern the work of the Management Board in detail. Section 2 (7) of the Rules of Procedure for the Management Board stipulates that the following matters shall be decided by the full 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 (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 (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 (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 for 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 generally take place once a week and, in accordance with Section 7 (4) of the Company's 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 the 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, where necessary, outside of meetings, on the net assets, financial position and results of operations of the Company and the Group, as well as on matters relating to risk management and internal control systems.

Working methods of the Supervisory Board

The Supervisory Board continuously monitors the Management Board and advises it on all matters of significance to the Company. It works in a spirit of trust with the Management Board 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 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 dismissal, if

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any. Furthermore, the Supervisory Board, together with the Management Board, ensures long-term succession planning for the Management Board by consulting with the members of the Management Board well in advance of any forthcoming renewal of the Management Board's 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 enhance the efficiency of the Supervisory Board's activities. The committee chairpersons report regularly to the full Supervisory Board on the work of their respective committees. According to the Rules of Procedure for the Supervisory Board (Section 5 (1) sentence 1), the Supervisory Board must hold at least two meetings in each calendar half-year. In addition, it holds meetings whenever the interests of the Company so require. Six (6) Supervisory Board meetings are currently planned for the calendar year 2026.

Composition and competence profile of the Supervisory Board

In accordance with Section 9 (1) of the Company's Articles of Association, the Company's Supervisory Board consists of six members elected by the Annual General Meeting. In the financial year 2025, Mr. Hakan Koç, Mr. Lars Santelmann, Ms. Sylvie Mutschler-von Specht, Ms. Martine Gorce Momboisse, Ms. Anne Claudia Frese and Mr. Christian Miele were members of the Company's Supervisory Board. There were no changes in the composition of the Supervisory Board during the financial year 2025. The regular terms of office of the aforementioned Supervisory Board members in office as at 31 December 2025 were determined as follows for the respective members during 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 should, as a whole, possess the skills deemed essential in view of the AUTO1 Group's activities. 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 (5) and Section 107 (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).

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The status of the implementation of the competence profile as at 31 December 2025 is disclosed below in the form of a qualification matrix.

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

	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 Mombolose	+	-	+	+	-	+	-	-	-	+
Anne Claudia Freise	+	+	+	+	-	+	+	-	+	+
Christian Miele	-	+	+	+	+	+	-	+	+	-

In accordance with the recommendations of the German Corporate Governance Code, the Supervisory Board should include a number of independent shareholder representatives that it considers appropriate. In the Supervisory Board's view, all of its members are to be regarded as independent in this sense.

Composition and working methods of the Supervisory Board's committees

In the financial year 2025, 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 tasks in particular:

• Reviewing the financial reporting, monitoring the financial reporting 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;

• Preparing the Supervisory Board's resolutions in connection with (i) the annual and consolidated financial statements and (ii) the Supervisory Board's proposal to the Annual General Meeting regarding the appointment of the auditor;

• Discussing interim financial reporting with the Management Board and, where appropriate, the auditor;

• Appointment of the auditor and cooperation with the auditor.

In the financial year 2025, the three-member Audit Committee comprised Lars Santelmann as Chairman, and Hakan Koç and Christian Miele as further members.

Lars Santelmann, Hakan Koç and Christian Miele have expertise in the fields of accounting and auditing within the meaning of Sections 100 (5) and 107 (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

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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 sustainability-related 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 deliberates on key issues and prepares resolutions of the Supervisory Board, in particular on the following matters:

• Resolutions of the Supervisory Board regarding 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 regarding the selection, appointment and dismissal of members of the Management Board, as well as the conclusion, amendment and termination of their service contracts, including remuneration;

• Preparation of Supervisory Board resolutions in accordance with Sections 87a and 162 of the German Stock Corporation Act (AktG).

In its capacity as the Nomination Committee, the Presidential Committee also proposes suitable candidates to the Supervisory Board for its recommendations to the Annual General Meeting regarding the election of Supervisory Board members and prepares the relevant resolutions of the Supervisory Board.

In the financial year 2025, the members of the Presidential Committee, which consists of three persons, were Hakan Koç as Chairman and Lars Santelmann and Sylvie Mutschler-von Specht as further members.

ESG Committee

The ESG Committee has the following tasks in particular:

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

In the financial year 2025, the three-member ESG Committee comprised Sylvie Mutschler-von Specht as Chair, and Lars Santelmann and Anne Claudia Frese as further members.

Marketing Committee

The Marketing Committee has the following tasks in particular:

• Monitoring and advising the Management Board on matters relating to marketing, branding, product placement, advertising and corporate image ("Marketing Matters");
• Monitoring the measures taken to implement Marketing matters.

The members of the Marketing Committee in the financial year 2025 were Martine Gorce Momboisse (Chair), Hakan Koç and Anne Claudia Frese. The Marketing Committee also consists of three members.

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Self-assessment of the Supervisory Board

The Supervisory Board is required to regularly assess how effectively the Supervisory Board as a whole and its committees fulfil their duties. In November 2024, the Supervisory Board conducted a comprehensive self-assessment using a questionnaire, focusing in particular on the effectiveness of the working methods of the Supervisory Board and its committees (e.g., internal organisation of the Supervisory Board, reporting by the Chair of the Supervisory Board and the committee chairs). Compared with 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 serving on the Supervisory 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, as well as at the Supervisory Board meeting on 25 February 2025. The self-assessment once again confirmed a trusting and professional working relationship both within the Supervisory Board and between the Supervisory Board and the Management Board. Both the composition and internal organisation of the Supervisory Board and its committees, as well as the cooperation between the Supervisory Board and the Management Board, continued to be assessed as efficient and effective. No fundamental need for change was identified. 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 scheduled self-assessment of the Supervisory Board should take place in autumn 2026, which was confirmed again at the Supervisory Board meetings on 1 September 2025 and 24 February 2026, at which the self-assessment was discussed on each occasion.

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 financial year 2025, the Supervisory Board comprised three women: Ms. Sylvie Mutschler-von Specht, Ms. Martine Gorce Momboisse and Ms. Anne Claudia Frese. The Company's Supervisory Board was therefore gender-balanced in the financial year 2025 – and remains so at present. The target set by the Supervisory Board in February 2023 for the proportion of women on the full board has therefore been 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 on the full board should be at least 1/4, and
• the Management Board shall include at least one woman.

The deadline for achieving this target was set as 1 January 2031.

As at 1 January 2026, the Company's Management Board consisted of two members: Mr. Christian Bertermann (CEO) and Mr. Christian Wallentin (CFO). The aforementioned target figure for the proportion of women on the Management Board was therefore not achieved. The term of office of the previous Management Board member and CFO, Markus Boser, ended on 31 December 2025. In the search for a successor to the CFO position, the Supervisory Board engaged an executive search firm. The clear intention was to find, preferably, a female candidate with the skills and competencies required for the position of CFO. Of the 250 candidates initially identified, approximately 20% were women. Among the 63 candidates shortlisted, there were six women. However, none of these six candidates could ultimately be shortlisted as they lacked the necessary competence/suitability, availability, interest, etc. Despite an intensive and thorough search, it was therefore not possible to find a suitable female candidate who fully met the Company's requirements for the position of CFO. In principle, expanding the two-member Management Board to three or more members would also have been conceivable to achieve the target figure. However, given the established and proven organisational and departmental structure of a two-member Management Board, as well as the associated efficient decision-making processes, it was decided not to alter the existing size of the Management Board. For the reasons stated above, there are currently no plans to expand the Management Board.

In February 2026, the Supervisory Board set the target figure for the proportion of women on the Management Board as follows:

• the Management Board should include at least one woman.

The deadline for achieving this target was set as 1 January 2031.

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The Company's Management Board currently consists of two male members, Mr. Christian Bertermann (CEO) and Mr. Christian Wallentin (CFO). Mr. Bertermann's current term of office expires on 31 December 2030; Mr. Wallentin's term of office expires on 31 December 2028. A change in the composition of the Management Board before the expiry of the respective current terms of office is – for the reasons stated above – not currently planned.

The Management Board is not currently obliged under Section 76 (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, as there are no management levels below the Management Board of the Company. Apart from the two members of the Management Board, Christian Bertermann and Christian Wallentin, AUTO1 Group SE has no employees and therefore no management levels below the Management Board. The operational business of the AUTO1 Group is conducted by AUTO1 Group Operations SE (a company wholly economically owned by AUTO1 Group SE) and other affiliated companies of AUTO1 Group SE.

Beyond the legal requirements, the Management Board has set targets at Group level for the proportion of women in the two management levels below the Management Board.

The Management Board has set a minimum target quota of 25% for the proportion of women in each of the first two management levels below the Management Board, to be achieved by 1 January 2026. As at 1 January 2026, there were two women in the first two management levels below the Management Board. The set target was therefore not met in the reporting year.

In March 2026, the Management Board set the target for the proportion of women in the first two management levels below the Management Board as follows:

• the proportion of women in the first two management levels below the Management Board should be at least 25%.

The deadline for achieving this target has been set as 1 January 2031.

Further information on this will be 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 'Corporate Governance' menu item at https://ir.auto1-group.com/corporate-governance.

Diversity Concept

The AUTO1 Group's diversity concept stipulates that the composition of the Management Board and the Supervisory Board must take into account aspects such as age, gender, educational and professional background.

All members must possess fundamental general qualifications, such as prior experience in various committees, and must be professionally and personally suited to the management and specific tasks of the Company. At the same time, members of the Management Board and the Supervisory Board should have diverse professional and educational backgrounds. Suitability for a position on the Company's Management Board or Supervisory Board also requires leadership experience.

The aim of this diversity concept is to appoint members to the Company's governing bodies in such a way that they possess the necessary knowledge, skills and professional experience to properly fulfil the duties of these important positions and to steer and lead the Company effectively.

The implementation of the diversity concept is ensured through a careful analysis of existing and future business challenges and objectives. Thus, the identification of suitable candidates for the Management Board and Supervisory Board, as well as the size of these bodies, is regularly reviewed and adjusted where necessary. Furthermore, the diversity concept is used as a basis for long-term planning when appointing members to the boards and is thus part of the AUTO1 Group's long-term corporate strategy.

With regard to diversity, the Supervisory Board aims to ensure that its composition reflects a variety of professional and international experiences, as well as compliance with the specified target figure for the proportion of women.

With regard to the proportion of women on the Management Board and Supervisory Board, the diversity concept sets out the targets described above. The diversity concept also provides for a balanced age structure. An age limit is set to ensure this balance. Accordingly, members of the Supervisory Board should not be older than 70 years of age at the start of their term of office. Members of the Management Board should not be older than 67 years of age at the end of their term of office.

Note on the language version of the Corporate Governance Statement

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

March 2026

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