Annual General Meeting of Jumia Technologies AG on 27 June 2024

CONVENIENCE TRANSLATION

Report of the Management Board regarding the partial utilization of the Authorized Capital 2023/I excluding shareholders' subscription rights in connection with the settlement of acquisition rights (option rights) as well as the settlement of claims under the VRSUP 2021 and the VRSUP 2023

Pursuant to section 4(2) of the articles of association in the version resolved upon by the Annual General Meeting on 14 August 2023 and in accordance with the Authorized Capital 2023/I, the Management Board was authorized until 13 August 2028 to increase, once or repeatedly and each time with the consent of the Supervisory Board, the share capital of the Company by up to a total amount of EUR 101,138,683.00 through the issuance of up to 101,138,683 new no-par value bearer shares against contributions in cash and/or in kind, including claims against the Company ("Authorized Capital 2023/I"). As part of the authorization under the Authorized Capital 2023/I, shareholders' subscription rights were excluded for one or more capital increases in order to, among other things, issue shares to fulfil acquisition rights (option rights) that have been granted by the Company (or its legal predecessors) prior to its conversion into a stock corporation to current and/or former managing directors and/or employees of the Company and/or its direct and indirect subsidiaries and to service providers, supporters or business partners of the Company and/or its direct and indirect subsidiaries ("Old Option Rights"). Furthermore, shareholders' subscription rights were excluded for one or more capital increases from the Authorized Capital 2023/I in order to issue shares to settle, at the Company's discretion, claims from vested Virtual Restricted Stock Units ("VRSUs") granted under the Virtual Restricted Stock Unit Program 2021 ("VRSUP 2021") and the Virtual Restricted Stock Unit Program 2023 ("VRSUP 2023", together the "Virtual Participation Programs"), in each case against contribution of the payment claims originated from the VRSUs.

The pro rata amount of the share capital attributable to the new shares issued to fulfil Old Option Rights or to settle claims under the Virtual Participation Programs may not exceed a total of 10% of the share capital of the Company existing at the time of the adoption of the resolution on the Authorized Capital 2023/I or, if this amount is lower, existing at the time the Authorized Capital 2023/I is exercised. Towards this 10% limit shall count the pro- rata amount of the share capital attributable to any shares that were issued or transferred from authorized capital, conditional capital or treasury shares to members of the Management Board and employees of the Company as well as to members of the management and employees of companies affiliated with the Company within the meaning of section 15 of the German Stock Corporation Act or their investment vehicles to settle claims from participation programs since the resolution on the Authorized Capital 2023/I was adopted.

Since the Annual General Meeting of the Company dated 14 August 2023, the Company issued new shares from the Authorized Capital 2023/I under the exclusion of the share- holders' subscription rights, as follows:

  • On 14 December 2023, the Management Board of the Company resolved to in- crease the Company's share capital, at that time existing in the amount of EUR 202,277,366.00, by an amount of EUR 225,384.00 to EUR 202,502,750.00 through the issuance of 225,384 new no-par value bearer shares with a pro-rata amount in the Company's share capital of EUR 1.00 per share against cash contri- butions. The new shares were issued against payment of the cash contributions in

Page 1/2

the amount of EUR 1.00 per share to Baader Bank Aktiengesellschaft acting as service provider to implement the settlement of Old Option Rights, so that the holders of Old Option Rights can directly receive American Depositary Shares of the Company tradeable at the New York Stock Exchange (NYSE) ("ADS") in the course of the implementation of the settlement. The Supervisory Board of the Company approved this resolution on 18 December 2023, and the capital increase was registered with the commercial register on 19 March 2024.

  • On 10 April 2024, the Management Board of the Company resolved to increase the Company's share capital, at that time existing in the amount of EUR 202,502,750.00, by an amount of EUR 1,967,428.00 to EUR 204,470,178.00 by issuing 1,967,428 new no-par value bearer shares with a pro-rata amount in the Company's share capital of EUR 1.00 per share against contribution in kind. The new shares were issued to Juwel 179. V V UG (haftungsbeschränkt) in its capacity as subscription and settlement trustee for the participants of the Virtual Participation Programs, so that the participants can directly receive ADS. The new shares were issued against contribution in kind in the form of the payment claims of the participants of the Virtual Participation Programs against the Company from vested VRSUs in the amount of USD 4,304,732.00 (converted EUR 3,981,071.37), which these participants had as- signed to Juwel 179. V V UG (haftungsbeschränkt). The Supervisory Board ap- proved the resolution on 15 April 2024 and the capital increase was registered with the commercial register on 7 May 2024.

The new shares were issued to fulfil Old Option Rights and to settle claims from vested VRSUs granted under the Virtual Participation Programs. To this end, the Annual General Meeting that resolved on the Authorized Capital 2023/I excluded the subscription rights of shareholders. The issuance of new shares from the Authorized Capital 2023/I was implemented in compliance with the articles of association setting a limit of 10% of the share capital of the Company existing at the time the resolution on the Authorized Capital 2023/I was adopted. The 10%-limit amounts to EUR 20,227,736.60 and the pro-rata amount of the share capital of the Company attributable to the total number of new shares issued is EUR 2,192,812.00 and therefore well below this limit.

Based on the above considerations, the exclusion of subscription rights in connection with the settlement of the Old Option Rights and the settlement of claims under the Virtual Participation Programs described above was in line with the authorization under the Authorized Capital 2023/I and overall justified.

Berlin, May 2024

Jumia Technologies AG

The Management Board

Page 2/2

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Jumia Technologies AG published this content on 16 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2024 13:16:02 UTC.