EQS-Adhoc: 1&1 Acquires 1&1 Versatel GmbH

 1&1 Acquires 1&1 Versatel GmbH

Montabaur, 21 November 2025 – 1&1 AG (ISIN DE 0005545503) (“1&1”) today signed an agreement on the acquisition of 1&1 Versatel GmbH, Dusseldorf, ("Versatel") from its majority shareholder United Internet AG, Montabaur, ("United Internet"), a related party of 1&1 pursuant to Section 111a para. 1 sentence 2 of the German Stock Corporation Act. The acquisition of the shares is carried out by purchasing all shares of United Internet Management Holding SE, Montabaur, the sole shareholder of Versatel. Through the acquisition, 1&1 gains direct access to the fiber optic network operated by Versatel, which spans 67,000 kilometers. The 1&1 Supervisory Board today approved the conclusion of the share purchase agreement.

The purchase price for the acquisition amounts to approx. EUR 1.3 billion. In return, 1&1 takes over Versatel, including all assets, particularly network infrastructure and debts, including a loan liability of approx. EUR 950 million to United Internet. This loan remaining with Versatel will be secured by a guarantee from 1&1 in the course of the acquisition.

The settlement of the purchase price is carried out by offsetting existing cash management claims of 1&1 against United Internet and through a flexibly repayable loan granted by United Internet. This means the transaction does not currently result in a liquidity outflow for 1&1.

Depending on future business results of Versatel in the fiscal years 2027, 2028, and 2029, the purchase price may increase or decrease by up to EUR 300 million. Any adjustment amount will become due in 2030.

As Versatel will only be partially included in the 1&1 consolidated financial statements for the fiscal year 2025, 1&1 does not expect any significant impact on its performance indicators from the transaction.

The further expansion of the Versatel fiber optic network is expected to have a negative impact on free cash flow totaling approximately EUR 100 million in 2026 and 2027. Subsequently, Versatel is expected to contribute to strengthening 1&1's free cash flow. The share acquisition takes effect economically at the end of 30 November 2025.

According to the assessment of the 1&1 Management Board, the conditions of the share purchase agreement withstand a third-party comparison and are to be considered fair. This assessment has been confirmed by an independent external expert.

Montabaur, 21 November 2025

1&1 AG
The Management Board

About 1&1 AG

1&1 AG, headquartered in Montabaur, is a listed telecommunications provider and part of the United Internet Group.

With a focus on the German market, 1&1 specifically strengthens the country's digital sovereignty. 1&1 is the first network operator in Europe to operate a fully virtualised 5G mobile network based on the new Open RAN technology - independent, technology-agnostic and ready for real-time-applications of the future. As the fourth network, 1&1 O-RAN stands for more competition and innovation in the German mobile communications landscape.

In addition to a comprehensive mobile communications portfolio, broadband connections are offered which are based on 1&1 Versatel's Germany-wide fibre-optic transport network and on networks of regional city carriers as well as of Deutsche Telekom.

While the 1&1 brand addresses value and premium segments, the Group's discount brands appeal to price-conscious target groups

Note:

Fiscal performance indicators such as EBITDA, EBITDA margin, EBIT, EBIT margin or free cash flow are used in addition to the disclosures required by the International Fiscal Reporting Standards (IFRS) in the annual and interim fiscal statements of 1&1 AG and in ad hoc reports pursuant to Art. 17 MAR to ensure a clear and transparent presentation of 1&1 AG business development. Information about the use, definition and calculation of these performance indicators is provided on pages 57-59 of the Annual Report 2024 of 1&1 AG.