IONOS : Invitation Annual Shareholder Meeting 2024

Overview containing the information pursuant to Sec. 125 of the German Stock Corporation Act (Aktiengesetz, "AktG")

in conjunction with Table 3 of Implementing Regulation (EU) 2018/1212 (EU IR)

1. Specification of the message
   1 Unique identifier of the event:
   2024 annual general meeting of IONOS Group SE
   (Formal specification pursuant to the EU IR: 36940062f297ee11b52d00505696f23c)

• Type of message:
  convocation of the general meeting
  (Formal specification pursuant to the EU IR: NEWM)

B Specification of the issuer

• ISIN: DE000A3E00M1

• Name of issuer: IONOS Group SE

C Specification of the meeting

• Date of the General Meeting: May 15, 2024
  (Formal specification pursuant to the EU IR: 20240515)

• Time of the General Meeting (commencement): 11:00 (CEST)
  (Formal specification pursuant to the EU IR: 9:00 UTC)

• Type of General Meeting: annual general meeting
  (Formal specification pursuant to the EU IR: GMET)

• Location of the General Meeting: Alte Oper, Opernplatz 1, 60313 Frankfurt am Main, Germany
  (Formal specification pursuant to the EU IR: Alte Oper, Opernplatz 1, 60313 Frankfurt am Main, Germany)

• Technical Record Date: May 8, 2024, 24:00 (CEST)
  To exercise the rights to participate and vote, in relation to the company, the shareholding recorded in the share register on the date of the general meeting is decisive. However, orders to change the share register
  received­ in the period from May 9 to May 15, 2024, (both dates included in this period) will not be processed­ and considered with effect until after the general meeting on May 15, 2024 (a so-called registration stop).
  The technical record date for the purposes of exercising the rights to participate and vote in the general meeting is therefore May 8, 2024, 24:00 (CEST).
  (Formal specification pursuant to the EU IR: 20240508)

• Website to the General Meeting/URL:https://www.ionos-group.com/investor-relations/agm/2024.html

Overview agenda items

ITEM 1 Presentation of the adopted annual financial statements, the approved consolidated financial statements, the consolidated management report for the Company and the Group as of December 31, 2023, (including the explanatory report on the disclosures pursuant to Sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch)) and the report of the Supervisory Board for the 2023 fiscal year

ITEM 2 Resolution on the ratification of the Management Board members' actions ITEM 3 Resolution on the ratification of the Supervisory Board members' actions

ITEM 4 Resolution on the appointment of the external auditors of the annual financial statements and the consolidated financial statements for the 2024 fiscal year and, in the event of an audit review, the auditor for the interim financial reports of the 2024 fiscal year and the first quarter of the 2025 fiscal year

ITEM 5 Resolution on the approval of the remuneration report for the 2023 fiscal year prepared and audited in accordance with Sec. 162 AktG

Invitation to the 2024

­Annual General Meeting

IONOS Group SE, Montabaur

ISIN DE000A3E00M1

We hereby invite the shareholders of our Company to the Annual General Meeting, to be held on

Wednesday, May 15, 2024, from 11:00 (CEST)

at the "Alte Oper," Opernplatz 1, Mozartsaal,

60313 Frankfurt am Main, Germany.

Agenda

1. Presentation of the adopted annual financial statements, the approved

consolidated­financial statements, the consolidated management report for the Company and the Group as of December 31, 2023, (including the explanatory report on the disclosures pursuant to Sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch)) and the report of the Supervisory Board for the 2023 fiscal year

No resolution is planned for this agenda item as the Supervisory Board has already approved the annual financial statements, which the Management Board prepared, and the consolidated ­financial statements; the annual financial statements have therefore been adopted.

The above documents will be available on the Company's website at http://www.ionos-group.com/investor-relations/agm/2024.htmlfrom the day on which the Annual General Meeting is convened and during the Annual General Meeting. They will also be available for inspection at the Annual General Meeting.

2. Resolution on the ratification of the Management Board members' actions

In the extraordinary General Meeting before the initial public offering on January 26, 2023, the

­Management Board members' actions as members of the Company's Management Board in the period lasting until January 26, 2023, were ratified.

The Management Board and the Supervisory Board propose that the actions of the Management Board members who were in office in the 2023 fiscal year be ratified for the period lasting from January 26, 2023, until the end of the 2023 fiscal year.

3. Resolution on the ratification of the Supervisory Board members' actions

The Management Board and the Supervisory Board propose that the actions of the Supervisory Board members who were in office in the 2023 fiscal year starting January 26, 2023, be ratified for the period lasting from January 26, 2023, until the end of the 2023 fiscal year. It is intended to have the General Meeting vote on the ratification of the actions of each and every member of the Supervisory Board individually.

4. Resolution on the appointment of the external auditors of the annual financial statements and the consolidated financial statements for the 2024 fiscal year and, in the event of an audit review, the auditor for the interim financial reports of the 2024 fiscal year and the first quarter of the 2025 fiscal year

The Supervisory Board, based on the recommendation expressed by its Audit Committee -

­proposes to the General Meeting that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesell- schaft, with registered office in Frankfurt am Main, be appointed as external auditors of the annual financial statements and the consolidated financial statements for the 2024 fiscal year as well as

for the audit reviews - insofar as such reviews are conducted - of the interim financial reports for the 2024 fiscal year and for the first quarter of the 2025 fiscal year.

The Audit Committee declared that its recommendation is free from any undue influence by third parties and that no clause restricting its choice within the meaning of Article 16 (6) of the EU Audit Regulation has been imposed upon it.

5. Resolution on the approval of the remuneration report for the 2023 fiscal year prepared and audited in accordance with Sec. 162 AktG

The Management Board and Supervisory Board have prepared in accordance with Sec. 162 AktG a report on the remuneration granted and owed to the members of the Management Board and the Supervisory Board in the 2023 fiscal year, which will be presented to the General Meeting for approval pursuant to Sec. 120a (4) AktG.

The remuneration report was audited in accordance with Sec. 162 (3) AktG by the external auditors as to whether the information to be included under Sec. 162 (1) and (2) AktG has been included. The external auditors' report on the audit of the remuneration report has been attached to the remuneration report.

The Supervisory Board and the Management Board propose to approve the remuneration report for the 2023 fiscal year prepared and audited in accordance with Sec. 162 AktG.

The remuneration report, including the external auditors' report, is set out immediately below agenda item 5 under the heading "Information with regard to agenda item 5 on the remuneration report pursuant to Sec. 162 AktG" and can be inspected from the day on which the Annual General Meeting is convened via the Company's website at http://www.ionos-group.com/investor-relations/agm/2024.html.The remuneration report will also be available there for inspection during the Annual General Meeting.

Information with regard to agenda item 5 on the remuneration report pursuant to Sec. 162 AktG (agenda item 5)

A. Remuneration report of

IONOS Group SE pursuant to Sec. 162 AktG for the 2023 fiscal year

Remuneration Report 2023

1. Remuneration of the members of the Management Board in the fiscal year 2023

The Management Board of IONOS Group SE consisted of the following members in the 2023 fiscal year.

Members of the Management Board as of 31 December 2023

• Achim Weiß, Chairman of the Management Board (CEO)
• Britta Schmidt, Chief Financial Officer (CFO)
• Dr. Jens-Christian Reich, Chief Commercial Officer (CCO), since 1 July 2023

The remuneration system for the Management Board of IONOS Group SE, approved by the Annual General Meeting on 15 May 2023 forms the basis for the conclusion of new Management Board service contracts. The service contracts already in place at that time with the members of the Management Board, Achim Weiß and Britta Schmidt, already met the requirements of the ­remuneration system.

As stipulated in the remuneration system of IONOS Group SE, members of the company's Management Board generally receive total remuneration consisting of a fixed, non-performance-related basic or fixed remuneration, fringe benefits and a variable, performance-related component. The variable component in turn consists of a short-term variable (STI) and a long-term variable (LTI) component.

The remuneration of the members of the company's Management Board promotes its business strategy in a number of ways:

• As part of the short-term variable remuneration, the Supervisory Board determines targets that, on the one hand, ensure economic success by achieving certain key performance indica- tors. Secondly, the Supervisory Board sets individual targets, which may also include specific strategic objectives. The inclusion of ESG targets is also intended to honor social success.
• Long-termvariable remuneration is based on the share price and has a term of several

years to incentivize sustainable economic success. In addition, the interests of the company­ and its shareholders are linked to those of the Management Board in the long term.

Each member of the Management Board thus participates in the sustainable success of the ­company, but must also shoulder negative economic developments together with the

company­ . This bonus/malus system allows the members of the Management Board to act in an entrepreneurial­ manner with a long-term perspective in the interests of the company. An ESG penalty of up to 10% for failure to achieve certain ESG targets is also intended to ­sharpen the focus of the Management Board on these aspects.

1.1 Rollover of long-term remuneration already earned ("IPO Awards Agreement")

A long-term incentive plan (LTIP hosting) was launched in the 2017 financial year, under which Management Incentive Plan (MIP) units (stock appreciation rights) were allocated to Management­ Board members and managers in subsequent years. The aim of the program is to align the ­interests of the members of the company management (Management Board and executives) and other key employees of the IONOS Group SE with the interests of the company in the long term in order to increase the equity value of the company.

Vesting takes place on a straight-line basis over a period of four years (starting from the date of issue) and on the condition that the employee in question has not resigned by the time an event defined in the LTIP agreement (trigger event) occurs. This relates to the complete sale of all shares in IONOS Group SE, held by Warburg Pincus. The partial sale of the shares by Warburg Pincus

in 2021 did not constitute a complete trigger event. However, 25% of the claims from the LTIP

hosting­ were already fixed at the fair value as of 30 April 2021. In the event of a trigger event, the MIP units represent a value claim in the amount of the difference between the individually

­determined exercise price and the fair value of IONOS Group SE. The exercise price is increased or reduced by equity contributions or repayments. Claims under the LTIP program can be settled in shares or cash.

The IPO did not involve a complete exit by Warburg Pincus, but only a partial sale. The initial listing of IONOS Group SE on 8 February 2023 therefore did not constitute a triggering event within the meaning of the LTIP hosting agreement. Accordingly, the IPO did not result in the claims of the individual participants falling due.

Against this background, all active employees of the LTIP program were offered an IPO rollover agreement (hereinafter "rollover"). As part of the rollover, active employees were able to convert their MIP units into subscription rights for shares in IONOS Group SE. The determination of the IPO award followed a two-step process based on the assumption of a complete divestment by Warburg Pincus. In the first step, the increase in value per participant was derived based on the terms of the LTIP hosting. An increase in value was determined for around 25% of the MIP units due to a share buyback in 2021 and a fair value of EUR 4.8 billion. For the remaining approx. 75% of the MIP units, the increase in value at the time of the IPO was considered relevant, whereby the IPO issue price of €18.50 per share was used to determine the increase in value. The total increase in value per participant was determined from these calculations.

In the second step, the increase in value achieved per participant was divided by the IPO issue price to determine the number of virtual shares in IONOS Group SE. Participants who did not ­realize an increase in value by the IPO did not receive any virtual shares. The number of IPO awards determined was then fixed and distributed across three tranches.

The IPO Awards are generally allocated in three equal tranches over a period of up to 24 months after the IPO:

• Tranche 1: on the day of the initial listing (8 February 2023)
• Tranche 2: 18 months after the initial listing (August 2024) and
• Tranche 3: 24 months after the initial listing (February 2025)

The IPO Awards Agreement contains provisions for the event of an early exit, in particular the pro rata allocation of LTIP shares from tranches 2 and 3, depending on the timing and circumstances of the exit. To this end, the IPO Awards Agreement defines three different cases of resignation:

Termination of the employment contract by the company without good cause or for reasons for which the Management Board member is not responsible (e.g., end of the contract term, termination of the employment relationship by mutual agreement or reaching the age limit or retirement age) is considered an "Intermediate Leaver". In this case, the unpaid LTIP shares are settled on

a pro rata basis in accordance with the regular plan conditions. The calculation of the pro rata payment is based on the remaining period between the departure and the due date of the next installment, whereby the Supervisory Board can take into account the lower of the share price at the time of departure and the share price at the due date for the calculation.

In the event of termination of the employment contract by the company for good cause or

termination­of the employment contract by the Management Board member without good cause, the Management Board member in question is deemed to be a "bad leaver". In this case, all ­unpaid LTIP shares are forfeited without compensation.

In the event of permanent disability or death, the respective Management Board member is

considered­ a "good leaver". In this case, the unpaid LTIP shares will be paid out immediately.

The IPO Awards Agreement with Achim Weiß also contains a change-of-control provision, meaning that all outstanding LTIP shares are deemed to have been earned if the associated special right of termination is exercised. These IPO Awards Agreements are not part of the remuneration system and payments made to a Management Board member on the basis of the IPO Awards Agreements are therefore not taken into account when calculating the maximum remuneration.

Remuneration of the Management Board

1. For Mrs. Britta Schmidt, the exercise price was higher than the value of the company at the IPO, so that no allocation was made under the IPO Awards Agreement

1.2 Remuneration components

1.2.1 Fixed remuneration components 1.2.1.1 Fixed annual salary

Achim Weiß receives a fixed salary, which is paid monthly in twelve equal installments.

Mr. Weiß's fixed salary was adjusted as part of the IPO and amounts €600k per year (previously €350k per year).

Britta Schmidt receives a fixed salary, which is paid monthly in twelve equal installments. Mrs. Schmidt's fixed salary was adjusted as part of the IPO and amounts to €500k per year ­(previously €300k per year). In the previous year, she received €50k pro rata for the period from 1 November 2022 to 31 December 2022.

Dr. Jens-Christian Reich has received a fixed salary since 1 July 2023, which is paid monthly in twelve equal installments. Mr. Reich's fixed salary amounts to €600k per year. In the 2023 financial year, he received €300k pro rata for the period from 1 July 2023 to 31 December 2023.

1.2.1.2 Fringe benefits

The fringe benefits generally consist of a company car appropriate to the position, the non-cash benefit of which is taxable. The standard IONOS insurance policies for D&O and criminal legal protection insurance are not part of the remuneration granted and owed and are therefore not recognized.

The performance-related variable remuneration components serve the purpose of promoting the short and long-term development of the company.

1.2.2 Variable remuneration 1.2.2.1 Short-term Incentive (STI)

As part of the short-term variable remuneration, the Supervisory Board sets targets which, on the one hand, ensure economic success by achieving certain key figures. On the other hand, the ­remuneration system provides for the setting of personal performance targets. The inclusion of target criteria with environmental and social aspects is also intended to honor social success.

The amount of short-term variable remuneration depends on the achievement of certain targets set at the beginning of the financial year. A target figure (target amount) is set for the short-term variable remuneration, which is achieved if the agreed targets are fully met on average (= 100%).

The targets and their weighting are determined by the Supervisory Board at the beginning of each financial year. The degree of target achievement can be between 90% and 150%. Below 90%, a ­target achievement level of zero applies. The Supervisory Board has not set any personal targets for the members of the Management Board for the 2023 financial year. The following STI targets were set for the Management Board for the 2023 financial year and achieved as follows:

ANNUAL GENERAL MEETING 2024 10