Board of Directors

The Board of Directors is entrusted with the overall direction of the Company’s business and the supervision of its management. It represents the Company externally and attends to all matters that are not assigned to other corporate bodies of the Company by law, the Articles of Association, or the Organisational Regulations, or delegated by the Board of Directors to one or more of its members (including committees) or to third parties.

Information regarding the structure and amount of compensation paid to the members of the Board of Directors is provided in the Compensation Report.

The Articles of Association stipulate that the Board of Directors must consist of at least three members, including the Chairperson who is elected by the Annual General Meeting. A majority of the members of the Board of Directors must be independent, as defined by the Swiss Code of Best Practice for Corporate Governance, and must also be independent of any shareholder or group of shareholders acting in concert who hold 10% or more of the Company’s shares as defined by Art. 121 FinMIA.

Relationship Agreements

As of the first day of trading, the Company entered into separate relationship agreements with Schweizerische Mobiliar Holding AG, Ringier AG, and TX Group AG. Under these relationship agreements, each of three shareholders is entitled to nominate one representative to the Board of Directors as long as it, together with its affiliates, holds at least 10% of the Company’s shares. All nominees must meet the applicable nomination criteria set out in the charter of the Nomination and Compensation Committee.

Each shareholder-designated member of the Board of Directors may appoint an aide to support him or her in the performance of board and committee duties, subject to confidentiality and other restrictions. Shareholder-designated members of the Board of Directors may share certain non-public information with the shareholder they represent solely for the purpose of fulfilling their duties as members of the Board of Directors, provided that no inside information or other price-sensitive information is disclosed without the prior consent of the Board of Directors.

Each relationship agreement terminates automatically if the relevant shareholder’s shareholding falls below the 10%threshold for a sustained period and is otherwise subject to the termination rights set out in the agreement.

Members of the Board of Directors

As of 31 December 2025, the Board of Directors consists of seven non-executive members, including the Chairperson.

The Board of Directors combines national and international perspectives, with members bringing extensive expertise in the digital and technology sectors, along with extensive experience in financial and sustainability governance. They include long-standing members of SMG Swiss Marketplace Group AG’s (SMG AG) Board, bringing continuity and profound institutional knowledge.

The education, professional background, and external mandates and roles of each member of the Board of Directors are summarised below.

1 Until the IPO, member or Chairperson of SMG AG.

Jörn Nikolay

Chairperson

German, Board member since 2021¹, born 1978

Other current assignments: Non-executive Advisory Chairperson for Brighton Park Capital and non-executive Chairperson and advisor to Kadera Focus I GmbH & CO KG.

Previous assignments: From 2008 until December 2024, various positions at General Atlantic LLC, including head of the DACH region between 2012 and 2023. Several positions on the supervisory or advisory boards of ATOSS Software SE, Chrono24 GmbH, ParshipMeet Holding GmbH, Nucom SE, ControlExpert GmbH, Hemnet AB, Flix SE and Axel Springer Digital Classifieds GmbH.

Education: Diploma in business administration from WHU – Otto Beisheim School of Management.

Tracey Fellows

Member

Australian, Board member since 2025, born 1965

Other current assignments: Non-executive director of REA Group Limited, Woolworths Group Limited, Hemnet Group AB, and Trade Me Limited.

Previous assignments: Global president for digital real estate for News Corp from 2019 to 2022, and CEO of REA Group from 2014 to 2018. Prior to becoming CEO of REA, held a number of executive roles in the technology sector, including CEO of Microsoft Australia and Vice President for Microsoft Asia Pacific.

Education: Bachelor’s degree in economics from Monash University.

Malte Krüger

Member

German, Board member since 2025, born 1971

Other current assignments: Chairperson of the Board of Directors of Hyve Group Limited and Board Advisor of Motors.Co.UK Limited.

Previous assignments: Senior advisor for SMG AG from 2022 to 2025. CEO of Mobile.de from 2012 to 2021, and Chairperson of the Advisory Board of Christoph Kroschke GmbH from 2022 to 2025 and of Groupe La Central from 2023 to 2025.

Education: Diploma in business administration from FAU Erlangen-Nürnberg.

Stefan Räbsamen

Member

Swiss, Board member since 2025, born 1965

Other current assignments: Member of the Board of Directors of Georg Fischer AG, Vice-Chairperson of the Board of Directors of TAKKT AG, member of the Executive Board of Zürcher Handelskammer (ZHK), and independent Director of an international multi-family investment structure.

Previous assignments: Between 1994 and 2024, various positions at PricewaterhouseCoopers AG, including Chairperson of PwC Switzerland.

Education: Master’s degree in business administration and economics from the University of Bern, and a certificate as certified accountant.

Barbara Stamm

Member

Swiss, Board member since 2025, born 1970

Other current assignments: Head of M&A and Participations at Schweizerische Mobiliar Versicherungsgesellschaft AG, and member of the Investment Committee of Lightbird Ventures AG.

Previous assignments: Group Head of M&A for Ringier AG, having worked in M&A advisory since 2000. From 2012 to 2016, member of the Supervisory Board of SV Group and from 2024–2025, member of the Board of Directors of Flatfox AG.

Education: Master’s degree in international affairs from the University of St.Gallen; completion of the Advanced Management Program at Harvard Business School.

2 Until the IPO, member of the Board of Directors of SMG AG.

Pietro Supino

Member

Swiss/Italian, Board member since 2021², born 1965

Other current assignments: Member of the Board of Directors of TX since 1991 and publisher and Chairperson of the TX Group since 2007. Member of the Board of Directors of Edita SA and JobCloud AG. Chairperson of the Board of Directors of numerous TX Group companies.

Member of the Board of Directors of Swiss MediaForum AG.

Previous assignments: Chairman of the Board of Directors of 20 Minuten until July 2024, and Chairperson of the Board of Directors of Goldbach Group AG until October 2024.

Education: Doctorate in law and economics from the University of St.Gallen; master’s degree from the London School of Economics and Political Science; attorney’s license issued by the Zurich bar; attendance at the Columbia School of Journalism in New York with membership on the Board of Visitors.

3 Until the IPO, member of the Board of Directors of SMG AG.

Marc Walder

Member

Swiss, Board member since 2021³, born 1965

Other current assignments: CEO of Ringier AG since 2012 and Managing Director of Ringier Media Tech GmbH, membership or Chairperson of numerous Boards of Ringier group companies.

Member of the Swiss Federal Council’s Digital Advisory Board. Vice-Chairperson of the Board of Directors of SwissMediaForum AG and member of the Board of Directors of Marquard Media Group AG. Member of the Board of Directors of Sportradar AG & Sportradar Group AG. Founder and President of the Steering Committee of digitalswitzerland.

Previous assignments: none.

Education: Diplomas in economics (AKAD Business Zurich) and journalism (Ringier School of Journalism); graduate of the Advanced Management Program at Harvard Business School.

Changes in the Composition of the Board of Directors

Malte Krüger will not stand for re-election for another term of office and the Board of Directors will propose the election of Patricia Lobinger, former CFO and interim CEO of mobile.de and with long-standing industry experience, as new member of the Board of Directors at the upcoming Annual General Meeting on 21 April 2026. Subject to election, Patricia Lobinger will become a member of the Risk and Audit Committee.

In addition, Tracey Fellows will be proposed for election to the Nomination and Compensation Committee at the upcoming Annual General Meeting, succeeding Malte Krüger.

Other Activities and Vested Interests

For information regarding the other activities and vested interests of the members of the Board of Directors, refer to “Members of the Board of Directors”.

Permitted Additional Activities

According to Article 23 of the Articles of Association, members of the Board of Directors may hold certain mandates as members of boards of directors, executive committees, advisory boards or comparable governing bodies of other companies with an economic purpose, including their respective groups. They may hold up to four mandates of listed companies; and, up to ten Mandates in other companies with an economic purpose that do not qualify as listed companies.

Mandates in companies under uniform control or the same beneficial ownership and mandates held at the request of the Company or its subsidiaries (including mandates in joint ventures and pension funds) are collectively deemed to constitute one mandate.

Mandates in companies that are controlled by the Company or that control the Company, as well as mandates in associations, charitable organisations, foundations, employee welfare foundations, and other similar organisations (in case of companies with an economic purpose, up to 15 mandates), are not subject to the above limitations.

The limitations set out above may be exceeded for short periods. All members of the Board of Directors are in compliance with the provisions of Article 23 of the Articles of Association.

Election and Terms of Office

All members of the Board of Directors, including the Chairperson, must be elected individually, and may only be removed by a resolution of the Shareholders’ Meeting. The term of office for a member of the Board of Directors is one year. This is taken to mean the period between two consecutive Annual General Meetings or, in the case of election at an Extraordinary General Meeting, the period between the Extraordinary General Meeting and the subsequent Annual General Meeting. Re-election is permitted.

The Chairperson of the Board of Directors and the members of the Nomination and Compensation Committee are elected directly by the Shareholders’ Meeting; otherwise, the Board of Directors constitutes itself in accordance with the Organisational Regulations. The Board also designates the Chairperson of the Nomination and Compensation Committee from among the members elected by the Shareholders’ Meeting, the Chairperson and the other members of the Risk and Audit Committee from among its own members, the Chairperson and members of any other Board committees, and the Secretary (not necessarily a member of the Board of Directors).

The provisions of the Articles of Association mirror statutory requirements with respect to the appointment of the Chairperson, the members of the Nomination and Compensation Committee, and the Independent Proxy.

Internal Organisational Structure

Duties and Areas of Responsibility of the Board Committees

The Board shall be composed of at least three Board Members. The Chair and each member, including the members of the Nomination and Compensation Committee, are elected individually by the Shareholders’ Meeting. The Board of Directors constitutes itself and determines membership of other bodies as set out above.

In accordance with Swiss law, the Articles of Association and the Organisational Regulations, the Board of Directors has established two standing Board committees:

• The Risk and Audit Committee (RAC); and
• The Nomination and Compensation Committee (NCC)

The Board committees are authorised to conduct or commission investigations into all matters falling within their respective areas of responsibility. Each Board committee has the resources and authority necessary to fulfil its duties, including the authority to engage independent professional advisors, subject-matter experts, and legal counsel, which the Company is responsible for supplying.

Members of the Board committees may be dismissed by the Board of Directors at any time. For the members of the NCC, Article 726 of the Swiss Code of Obligations applies.

In addition to the duties and responsibilities of the NCC set out in the Articles of Association, the Board of Directors further defines the mandate of each Board committee in the Organisational Regulations and, where appropriate, in committee-specific charters. The Board committees have no decision-making authority of their own, and the Board of Directors remains ultimately responsible for all tasks delegated to the Board committees in accordance with the law, the Articles of Association, the Organisational Regulations, or any other applicable regulations.

The table below sets out the composition and chairpersonship of each Board committee as of 31 December 2025.

Risk and Audit Committee

The purpose of the Risk and Audit Committee (RAC) is to assist the Board of Directors in fulfilling its non-transferable responsibility for overall oversight and financial control.

The RAC meets and consults regularly with the Executive Leadership Team, the internal audit function, and the independent external auditor. These meetings include a review of the scope, results, and performance of their work in accordance with the RAC Charter. In particular, the RAC’s responsibilities include reviewing the independence of the external auditor, the internal control system, and the integrity of the Group’s financial reporting and the risk management system, including enterprise risks such as cybersecurity and IT security. It is also responsible for reviewing compliance with applicable laws, regulations, and internal policies, the Group’s financial statements, financial results, and related disclosures, and the reporting and assurance process for sustainability matters.

The RAC is fully empowered to fulfil the tasks assigned to it and regularly reports to the Board of Directors on all topics discussed and decisions made during its meetings.

The RAC consists of three non-executive members of the Board of Directors, appointed by the Board of Directors. In accordance with the Organisational Regulations and the RAC Charter, at least two members, including the Chairperson, must be independent, meaning that they do not represent shareholding of more than 10% of the Company’s shares.

Nomination and Compensation Committee

The purpose of the Nomination and Compensation Committee (NCC) is to support the Board of Directors with issues related to remuneration, succession, nomination, and corporate governance.

The powers, duties, and organisational requirements of the NCC are defined in the NCC Charter, which forms an integral part of the Organisational Regulations. In line with its mandate, the NCC is responsible for advising the Board of Directors in areas including the principles and guidelines of the compensation system for the members of the Board of Directors, the Chief Executive Officer, and the other members of the Executive Leadership Team. The NCC also oversees the configuration and ongoing development of compensation plans and annual performance targets, as well as the maximum aggregate compensation to be submitted to the Annual General Meeting for approval and the preparation of the related motions. Among the NCC’s other tasks are preparation of the Compensation Report for submission to the Board of Directors for approval, succession planning and nomination proposals for members of the Board of Directors and the Executive Leadership Team, and review of the Group’s corporate governance framework, including the Organisational Regulations and the mandates and responsibilities of the Board committees.

The NCC regularly informs the Board of Directors of all matters discussed and any recommendations or decisions made in its meetings. All members of the Board of Directors may attend NCC meetings as guests.

The NCC consists of four non-executive members of the Board of Directors. At least two members, including the Chairperson, must be independent.

Working Methods of the Board of Directors and its Committee

Under to Article 16 of the Articles of Association, and in accordance with the Organisational Regulations, the Board of Directors may delegate the management and/or representation of the Company, in whole or in part, to one or more natural persons, including members of the Board of Directors itself.

The non-transferable and inalienable duties of the Board of Directors are set out in Article 716a of the Swiss Code of Obligations, Article 17 of the Articles of Association, and the Swiss Federal Merger Act.

Under the Organisational Regulations, the Board of Directors meets as often as the Company’s business requires, and as a general rule at least four times a year. The organisation of Board of Directors meetings, including notice requirements, quorum requirements, and procedures for adopting resolutions, is governed by the Organisational Regulations.

Valid adoption of resolutions requires the presence of a majority of the members of the Board of Directors, whether in person or by telephone or video conference. Once a quorum is established, resolutions are adopted by a simple majority of the votes cast. Abstentions are not counted as votes cast. In the event of a tie, the Chairperson or acting Chairperson has the deciding vote.

Board resolutions may also be adopted by written consent, including consent by return email, letter, or signed PDF, unless a member of the Board of Directors requests that the matter be discussed in a meeting. Written resolutions require the affirmative vote of a majority of all members of the Board of Directors.

The Board committees act in a preparatory and advisory capacity and have no decision-making authority of their own. The Board of Directors retains ultimately responsibility for all tasks delegated to the Board committees in accordance with to applicable law, the Articles of Association, the Organisational Regulations, and other internal regulations.

The Board of Directors and each of its committees conducts an annual self-assessment. The Board of Directors evaluates its effectiveness in overseeing the management of the Company’s impact on the economy, the environment, and people. Each Board committee reviews its own effectiveness and efficiency, assesses the adequacy of the provisions applicable to it, identifies potential areas for improvement, and, where appropriate, implements corrective measures or submits recommendations to the Board of Directors.

Number, Duration, and Attendance of Meetings (between IPO and 31 December 2025)

The members of the Board of Directors are joined in their meetings by the Chief Executive Officer, the Chief Financial Officer, and the Chief Corporate Officer and, where appropriate, by other members of the Executive Leadership Team invited by the Chairperson, unless the meeting is designated as a non-executive session. These attendees participate in an advisory capacity only and have no voting rights. The Chairperson may also invite other individuals who are not members of the Executive Leadership Team to attend meetings of the Board of Directors at his or her own discretion.

Areas of Responsibility

The Board of Directors has delegated the day-to-day management of the Company and the Group to the Executive Leadership Team under the leadership of the Chief Executive Officer, subject to the non-transferable and inalienable duties of the Board of Directors as set out in applicable law, the Articles of Association, and the Organisational Regulations.

Under the leadership of the Chief Executive Officer, the Executive Leadership Team is responsible for the day-to-day business of the Company and the Group within the scope of the authority delegated to it. The Executive Leadership Team is responsible for the operational management of the Group as a whole and for individual subsidiaries, except responsibilities that are assigned by law to the Board of Directors or the boards of the Company’s subsidiaries.

The Chief Executive Officer is appointed and removed by the Board of Directors upon recommendation of the Nomination and Compensation Committee. The other members of the Executive Leadership Team are appointed and removed by the Board of Directors in consultation with the Chief Executive Officer. The Chief Executive Officer is the most senior executive officer of the Group and is responsible for the overall management and performance of the Company and the Group. The Executive Leadership Team acts under his or her leadership.

Information and Control Instruments vis-à-vis the Executive Leadership Team

The Chief Executive Officer is responsible for implementing the strategy of the Company and the Group, and for executing the resolutions of the Board of Directors and the Board Committees, including establishing the organisational structures and systems necessary to achieve the Company’s strategic objectives. The Chief Executive Officer is also responsible for ensuring that the Board of Directors receives all information and documentation required for the performance of its supervisory and governance responsibility.

Reporting

The Chief Executive Officer regularly attends meetings of the Board of Directors to update it on the course of business and all major concerns of the Company and the Group, including anticipated opportunities and risks. Extraordinary issues, including significant unexpected developments, are reported immediately to the Chairperson without delay.

At each meeting of the Board of Directors, the Chief Executive Officer and other members of the Executive Leadership Team in attendance provide updates on current business performance and significant operational developments. In addition, members of the Board of Directors are informed of extraordinary events without delay by circular communication and, where appropriate, in advance by telephone or email.

Any member of the Board of Directors who requires information or wishes to review documents outside of Board of Directors meetings must submit a request in writing, which may include email, to the Chairperson. Where fulfilment of their duties so requires, members of the Board of Directors may also request in writing that the Chairperson authorise the inspection of the Company’s books and records. If the Chairperson rejects a request for information, consultation, or inspection – for example, due to a potential conflict of interest or because the request is not in the best interests of the Group – the Board of Directors decides at its next meeting whether to grant the request.

Risk Management

The Group operates a formally documented, Group-wide enterprise risk management (ERM) system for identifying, assessing, and monitoring risks and related mitigation measures. Risks are centrally recorded in risk registers and assessed annually based on defined likelihood and impact criteria across financial and non-financial dimensions, with material risks designated as top risks and evaluated against the Group’s risk appetite statement. A report of the aggregated top risks is submitted for review by the Executive Leadership Team, the Risk and Audit Committee, and the Board of Directors on an annual basis, along with a mid-year monitoring update.

Internal Control System

The Group has implemented a financial control framework in accordance with the requirements of Swiss law, comprising relevant policies, procedures, and controls. It provides the Executive Leadership Team and the Board of Directors with a reasonable degree of assurance that business processes are performed in compliance with policies and laws, assets are safeguarded, and financial statements are reliable.

Internal Audit

The Group’s Internal Audit function is outsourced and currently performed by Deloitte AG. In functional terms, Internal Audit reports to the Risk and Audit Committee but for administrative, day-to-day coordination, it reports to the Chief Financial Officer.

Internal Audit provides independent, objective assurance and supports the Board of Directors and the Executive Leadership Team in the oversight of governance, risk management, and internal control processes. Internal Audit uses a risk-based method and reviews the adequacy and effectiveness of key processes and controls throughout the Group. Findings and recommendations are communicated to the Executive Leadership Team and serve to support the continuous improvement of the Group’s internal control framework.