Annual Financial Statements 2023

MANAGEMENT REPORT FOR THE GROUP AND PARENT COMPANY

CONSOLIDATED ANNUAL FINANCIAL STATEMENTS ACC. TO IFRS

30

COMBINED

MANAGEMENT REPORT

1.

GROUP AND COMPANY PROFILE

4

1.1

Business model

4

1.2

Strategy

12

1.3

Management systems

13

1.4

Main focus areas for products and innovations

15

2.

ECONOMIC REPORT

18

2.1

General economic and sector conditions

18

2.2

Business development

27

2.3

Position of the Group

48

2.4

Position of the Company

58

2.5

Corporate Responsibility

60

3.

SUBSEQUENT EVENTS

62

4.

RISK, OPPORTUNITY AND FORECAST REPORT

63

4.1

Risk report

63

4.2

Opportunity report

78

4.3

Forecast report

82

5.

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT SYSTEM

87

6.

DISCLOSURES REQUIRED BY TAKEOVER LAW

90

7.

DECLARATION ON COMPANY MANAGEMENT

98

8.

REMUNERATION REPORT

116

9.

DEPENDENT COMPANY REPORT

117

31

Notice of unaudited sections in the Combined Management Report of United Internet AG for the Company and the Group as of December 31, 2023

In addition to regular management report disclosures, it is possible that reporting may also include non- management report-related disclosures (those not required by law) which are not subject to a substantive audit by the auditor. Moreover, certain information may not be verifiable by the auditor: such "non-auditable information" cannot be assessed by the auditor due to the nature of the disclosures or the absence of suitable criteria.

In the Combined Management Report of United Internet AG for the Company and the Group as of December 31, 2023, the following chapters or disclosures were identified as "non-audited management report disclosures":

  • The disclosures made in the subsection "1.4 Main focus areas for products and innovations" are "non- audited management report disclosures", as the content of "non-managementreport-related disclosures" is not audited.
  • The "quarterly development" tables contained in the subsections "2.2 Business development" and "2.3 Position of the Group" with key financial figures on a quarterly basis for the segments and the Group are "non-audited management report disclosures" as United Internet does not subject its Interim Financial Statements to a review or audit. The quarterly figures are marked accordingly as "unaudited".
  • The German Corporate Governance Code (the "Code") recommends disclosures on the internal control and risk management system. These go beyond the statutory requirements for the management report and are not included in the auditor's review of the content of the management report ("non-managementreport-related disclosures"). In chapter 5 "Internal control and risk management system", they are thematically assigned to the main elements of the internal control and risk management system and are separated from the disclosures to be audited by separate paragraphs and marked accordingly as "unaudited".
  • The disclosures made in chapter "7. Declaration on Company Management" are "non-audited management report disclosures" as an audit of the disclosures contained in the Declaration on Company Management in accordance with section 317 (2) sentence 6 German Commercial Code ("Handelsgesetzbuch" - HGB) is limited to the fact that the information has been provided and the Corporate Governance Report in chapter 7 constitutes a "non-managementreport-related disclosure" which is not subject to a substantive audit.

General notes

  • Due to calculation processes, tables and references may produce rounding differences from the mathematically exact values (monetary units, percentage statements, etc.).
  • For reasons of better readability, the additional use of the female form is omitted in this report. United Internet would like to stress that the use of the masculine form is to be understood purely as the gender-neutral form.
  • These Annual Financial Statements are available in German and English. Both versions can also be downloaded at www.united-internet.de. In all cases of doubt, the German version shall prevail.

4

1. GROUP AND COMPANY PROFILE

1.1 Business model

Group structure

Founded in 1998 and based in Montabaur, Germany, United Internet AG is the parent company (hereinafter also referred to as "the Company") of the United Internet Group.

Together with its service company United Internet Corporate Services GmbH, United Internet AG focuses mainly on centralized functions in the areas of Finance, Corporate Controlling & Accounting, Tax, Investment Management, Press Relations, Investor Relations, Legal, Corporate Governance, Compliance & Sustainability, Risk Management, Corporate Audit, HR Management, Facility Management, Procurement, and Corporate IT.

Compared to the previous year, the Group structure as of December 31, 2023 is largely unchanged from the previous year.

Operating activities in the Consumer Access segment are mainly managed by the companies Drillisch Online GmbH and 1&1 Telecom GmbH under the umbrella of 1&1 AG.

In its Business Access segment, United Internet mainly operates via 1&1 Versatel Germany GmbH, held by 1&1 Versatel GmbH.

Operating activities in the Consumer Applications segment are primarily managed via the companies 1&1 Mail & Media GmbH, 1&1 Mail & Media Inc., and United Internet Media GmbH, pooled together under 1&1 Mail & Media Applications SE.

In its Business Applications segment, United Internet is primarily active via its shares in STRATO AG and its subsidiary Cronon GmbH - held by the holding companies IONOS Group SE and IONOS Holding SE - as well as in IONOS SE and its main domestic and foreign subsidiaries. These include - in addition to the foreign subsidiaries IONOS Inc. (USA), IONOS Cloud Ltd. (UK), IONOS S.A.R.L. (France), and IONOS Cloud S.L.U. (Spain) - in particular Arsys Internet S.L.U. (Spain), Fasthosts Internet Ltd. (UK), home.pl S.A. (Poland), InterNetX GmbH, Sedo GmbH, united-domains AG, we22 GmbH, and World4You Internet Services GmbH (Austria).

In addition to these operating and fully consolidated subsidiaries, United Internet held a number of other investments as of December 31, 2023. These mainly consist of equity interests - held by United Internet Investments Holding AG & Co. KG - in Kublai GmbH, Frankfurt am Main (40.00%), which in turn holds 95.39% of shares in Tele Columbus AG, Berlin, and investments in the strategic partners Open- Xchange AG, Cologne (25.39%), rankingCoach International GmbH, Cologne (31.52%), uberall GmbH, Berlin (25.10%), and AWIN AG, Berlin (20.00%), as well as the investment in Stackable GmbH, Pinneberg (25.10%) held by IONOS SE.

Further details on these investments and changes in investments are provided in chapter 2.2 "Business development" under "Group investments".

5

A simplified illustration of the Group structure of United Internet with its significant operating subsidiaries and investments - as of December 31, 2023 - is shown in the following chart.

6

Business operations

With over 28 million fee-based customer contracts and around 40 million ad-financed free accounts, United Internet is one of Europe's leading internet specialists.

The Group's operating business is divided into the business divisions "Access" and "Applications", which in turn are divided into the segments "Consumer Access" and "Business Access", as well as "Consumer Applications" and "Business Applications".

Consumer Access segment

The Consumer Access segment comprises mobile internet products as well as landline-based broadband products (including the respective applications, such as home networks, online storage, telephony, Smart Home, IPTV, and video-on-demand) of 1&1 AG.

Broadband connections are offered as subscription contracts with fixed monthly fees (and variable, volume-based charges). 1&1 is one of the leading providers in Germany.

The Company uses the fiber-optic transport network of 1&1 Versatel, and for VDSL/vectoring connections and fiber-optic connections (FTTH) it uses city carriers and Deutsche Telekom (mainly Layer-2) for the "last mile". In the case of business with ADSL connections (currently being phased out), further advance service providers are used.

United Internet is also one of the leading providers of mobile internet products in Germany.

Since the launch of mobile services on December 8, 2023, 1&1's mobile communications network has been fully operational. Wherever 1&1 does not yet have sufficient mobile coverage during its years of network expansion, it uses national roaming. This is currently provided by Telefónica and as of summer 2024 national roaming services are to be procured from Vodafone. National roaming is a standard procedure used in the rollout of new mobile networks that enables customers to surf and make calls without interruption in areas not yet covered. This is achieved by automatically using the roaming partner's antennas in these areas.

Until 1&1 has migrated its more than 12 million existing customers to its own 1&1 mobile network, it will also use the Telefónica mobile network as a so-called Mobile Bitstream Access Mobile Virtual Network Operator (MBA MVNO), as well as MVNO capacities of Vodafone. As of the beginning of 2024, existing MVNO customers are being gradually migrated to the 1&1 mobile network.

Mobile internet products are marketed via the premium brand 1&1 as well as via discount brands, such as winSIM and sim.de.

7

Business Access segment

In its Business Access segment, United Internet offers a wide range of telecommunication products and services for business customers via 1&1 Versatel.

The core of this business model is the operation of a modern fiber-optic network with a length of over 61,000 km, which is one of the largest networks in Germany and is constantly being expanded.

1&1 Versatel uses this network to offer telecommunication products - from standardized fiber-optic direct connections to tailored ICT solutions (voice, data and network solutions) - to companies and local authorities. In addition, the 1&1 fiber-optic network is offered for infrastructure services (wholesale) to national and international carriers.

Consumer Applications segment

Applications for home users are pooled in the Consumer Applications segment. In particular, these applications include Personal Information Management applications (e-mail,to-do lists, appointments, addresses), and online storage (cloud), as well as domains, website solutions tailored to consumer needs, and office software.

In the course of portfolio development over the past few years, the GMX and WEB.DE brands have been expanded from pure e-mail service providers to complete command centers for the communication, information, and identity management needs of users.

Applications for home users are nearly all developed in-house and operated at the Group's own data centers. Products are offered as fee-based subscriptions (pay accounts) or - for free - in the form of ad-financed accounts (free accounts). Online advertising is marketed by United Internet Media.

With its GMX and WEB.DE brands, United Internet operates primarily in Germany, Austria, and

Switzerland, where it is among the leading players.

Since the acquisition of the US provider mail.com, United Internet has also been driving its international expansion in this segment. In addition to the USA, mail.com targets other countries, such as the UK, France, and Spain.

8

Business Applications segment

In the Business Applications segment, United Internet opens up online business opportunities for freelancers and SMEs, helping them digitize their processes. This involves offering a broad range of products, such as domains, websites, web hosting, servers and e-shops, group work, online storage (cloud), and office software, which customers use via subscription agreements. In addition, cloud solutions and cloud infrastructure are offered.

The applications are developed at in-house development centers or in cooperation with partner firms and operated on over 100,000 servers at 11 own data centers and 21 co-locations.

In its Business Applications segment, United Internet is also a leading global player with activities in Europe (Germany, France, the UK, Spain, Portugal, Italy, the Netherlands, Austria, Poland, Hungary, Romania, Bulgaria, Czech Republic, Slovakia, and Sweden) as well as in North America (the USA, Canada, Mexico).

Business applications are marketed to specific target groups via differently positioned brands, such as IONOS, Strato, Fasthosts, Arsys, home.pl, InterNetX, united-domains, and World4You. In its after-market business, United Internet also offers customers professional services in the field of active domain management. Moreover, other hosting suppliers are offered a white-label website builder for the creation of high-quality websites via the we22 brand.

Divisions, segments and brands (as of: December 31, 2023)

9

Management

The Management Board of United Internet AG comprised the following members in the fiscal year 2023:

Management Board members as at December 31, 2023

  • Ralph Dommermuth, founder and Chief Executive Officer (with the Company since 1988)
  • Ralf Hartings, Chief Financial Officer (CFO) (with the United Internet Group since 2021)
  • Markus Huhn, Management Board member responsible for Shared Services (with the United Internet Group since 1994)

Departed in the fiscal year 2023

  • Martin Mildner, Chief Financial Officer (CFO)
    (with the Company from October 1, 2020 to March 31, 2023)

The Supervisory Board of United Internet AG comprised the following members in the fiscal year 2023:

Supervisory Board members as at December 31, 2023

  • Philipp von Bismarck, Chairman
    (member since July 2020; Chairman since May 2021; member of the Audit and Risk Committee since May 2021)
  • Dr. Manuel Cubero del Castillo-Olivares, Deputy Chairman (member since May 2020; Deputy Chairman since May 2021)
  • Stefan Rasch
    (member since May 2021; member of the Audit and Risk Committee since May 2021)
  • Prof. Dr. Franca Ruhwedel
    (member since May 2023; member of the Audit and Risk Committee since May 2023)
  • Prof. Dr. Andreas Söffing
    (member since May 2021; Chairman of the Audit and Risk Committee since May 2021)
  • Prof. Dr. Yasmin Mei-Yee Weiß (member since July 2020)

10

Main markets and competitive standing

Germany is the most important sales market of the United Internet Group by far and accounted for around 89% of total global sales in the fiscal year 2023.

Besides Germany, the Group's most important sales markets are

  • the USA,
  • the UK,
  • Spain,
  • France,
  • Poland, and
  • Austria.

Competitive standing in the Consumer Access segment

Following the merger with Drillisch AG (now 1&1 AG) in 2017, United Internet is the fourth force in

Germany's telecommunications market with landline and mobile products in its purely domestic

Consumer Access segment - based on customer contracts and sales revenues - after Deutsche

Telekom, Vodafone, and Telefónica Germany.

Competitive standing in the Business Access segment

United Internet is also a leading company in its Business Access segment, whose operations are also limited to Germany. With the fiber-optic network of 1&1 Versatel spanning over 61,000 km, United Internet operates one of Germany's largest fiber-optic networks.

Competitive standing in the Consumer Applications segment

In its Consumer Applications segment, United Internet operates in Germany, Switzerland, and Austria via the GMX and WEB.DE brands, as well as in countries such as the USA, UK, France, and Spain via the international brand mail.com. United Internet is the leading provider of e-mail services and one of the leaders in cloud services in its domestic German market - based on the number of users.

Competitive standing in the Business Applications segment

In the globally aligned Business Applications segment, United Internet is active in a total of 18 countries with its hosting and cloud applications. The Company has long been the market leader in the German hosting business - based on the number of managed country domains - and strengthened its position in 2017 with the takeover of its competitor STRATO. In other European countries, United Internet's hosting applications are now available in all major markets - either locally or from Germany. In addition to the domestic German market, these mainly include the major European economies of France, the UK, Italy, Poland, and Spain. With the exception of Italy, the Company is among the market leaders -

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United Internet AG published this content on 20 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2024 06:58:08 UTC.