Westwing : Convening of the Annual General Meeting 2024 including Agenda

CONVENIENCE TRANSLATION

Westwing Group SE

Berlin

ISIN DE000A2N4H07 / WKN A2N4H0

Unique identification: a0425e8d06d6ee11b53000505696f23c

Invitation to the Annual General Meeting 2024

The shareholders of our Company are hereby invited to the Annual General Meeting of

Westwing Group SE (also referred to below as the "Company"), taking place on

Wednesday, 19 June 2024,

at 10:00 am (CEST), Haus der Bayrischen Wirtschaft,

Max-Joseph-Straße 5, 80333 Munich.

1. Agenda

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

The above documents will be available on the internet from the time the Annual General Meeting is convened and also during the Annual General Meeting at

https://ir.westwing.com/agm

They will also be explained in more detail during the Annual General Meeting.

The Supervisory Board has approved the annual financial statements established by the Management Board and the consolidated financial statements of Westwing Group SE as of 31 December 2023. The annual financial statements of Westwing Group SE as of 31 December 2023 have therefore been adopted in accordance with section 172 German Stock Corporation Act (Aktiengesetz, AktG).

Therefore, a resolution by the Annual General Meeting regarding this agenda item 1 is not required.

1. Resolution on discharge of the members of the Management Board for the 2023 fiscal year
   The Management Board and Supervisory Board propose that the members of the Man- agement Board of Westwing Group SE in office during the 2023 fiscal year be discharged from liability for this period.
2. Resolution on discharge of the members of the Supervisory Board for the 2023 fiscal year
   The Management Board and Supervisory Board propose that the members of the Super- visory Board of Westwing Group SE in office during the 2023 fiscal year be discharged from liability for this period.
3. Resolution on the appointment of the auditor for the audit of the annual financial statements and consolidated financial statements and for any audit review of the condensed financial statements and the interim management report as well as for any audit review of additional interim financial information
4. 1. Following the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Munich office, be appointed as auditor and group auditor for the fiscal year 2024. Following the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Munich office, be appointed as auditor for any audit review of additional interim financial information (section 115 (7)) German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) in the 2024 fiscal year.
   2. Following the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft,

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Frankfurt am Main, Munich office, be appointed as auditor for any audit review of additional interim financial information (section 115 (7) German Securities Trading Act (WpHG)) in the 2025 fiscal year until the next Annual General Meeting is held.

The Audit Committee has stated that its recommendation is free from undue influence by third parties and that no clause restricting its choice within the meaning of article 16 (6) of the EU Statutory Audit Regulation was imposed on it (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

5. Resolution on the appointment of the auditor for the sustainability report for the 2024 fiscal year

If the company also has to prepare a company or group sustainability report for the 2024 fiscal year that is subject to mandatory auditing, the auditor of the company or group sustainability report for the 2024 fiscal year shall be appointed separately. According to Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC and 2013/34/EU with regard to sustainability reporting by companies ("CSRD") large capital market-oriented companies with more than 500 employees must already for fiscal years beginning on or after 1 January 2024, add a (group) sustainability report to their (group) management report, which must be audited by the auditor or - at the option of the respective member state - another (statutory) auditor or an independent provider of assur- ance services. The EU member states must implement the CSRD into national law by 6 July 2024. Accordingly, it is expected that the German legislator will pass a law to im- plement the CSRD into national law ("CSRD Implementation Act") and that the CSRD Transposition Act will come into force later this year. It can be assumed that when the CSRD Implementation Act comes into force, the company will be obliged to prepare and have audited a company or group sustainability report for the first time for the 2024 fiscal year and that an auditor must be appointed to audit such a sustainability report.

Following the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt a.M., Munich office, be appointed as the auditor of the sustainability reporting for the 2024 fiscal year.

The Audit Committee has stated that its recommendation is free from undue influence by third parties and that no clause restricting its choice within the meaning of Article 16 (6)

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of the EU Statutory Audit Regulation has been imposed on it (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

1. Resolution on the approval of the remuneration report for the 2023 fiscal year prepared and audited in accordance with section 162 German Stock Corporation Act (AktG)
   Pursuant to section 162 German Stock Corporation Act (AktG), the Management Board and Supervisory Board are obliged to establish annually a report on the remuneration granted and owed to the members of the Management Board and Supervisory Board in the previous fiscal year (remuneration report) and to submit it to the Annual General Meeting for approval in accordance with section 120a (4) German Stock Corporation Act (AktG).
   The remuneration report established by the Management Board and Supervisory Board for the fiscal year 2023 was audited by the auditor PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Munich office, in accordance with the requirements of section 162 (3) German Stock Corporation Act (AktG). The auditor's opinion is attached to the remuneration report.
   The remuneration report is provided below in part II.
   The Management Board and the Supervisory Board propose that the remuneration report of Westwing Group SE for the fiscal year 2023, established and audited in accordance with section 162 German Stock Corporation Act (AktG), be approved.
2. Elections to the Supervisory Board
   With effect from the end of this Annual General Meeting, Ms Mareike Wächter resigned from the Supervisory Board. Ms Mareike Wächter was elected for the period until the end of the Annual General Meeting that resolves on the discharge for the 2025 fiscal year.
   Mr Aymeric Chaumet is now to be elected to the company's Supervisory Board by the Annual General Meeting as a shareholder representative.
   In accordance with Art. 40 para. 2 sentence 1 Council Regulation (EC) No. 2157/2001 on the Statute for a European company ("SE Regulation"), Section 17 para. 1 German Act on the Implementation of Council Regulation (EC) No. 2157/2001 on the Statute for a European company ("SEAG") and Section 10 para. 1 of the Articles of Association, the

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Supervisory Board of Westwing Group SE is composed of five members to be elected by the Annual General Meeting.

If a Supervisory Board member elected by the Annual General Meeting resigns from the Supervisory Board before the end of his or her term of office, a successor is elected for the remainder of the term of office of the resigned Supervisory Board member in accordance with Section 10 para. 3 sentence 1 of the Articles of Association, unless the Annual General Meeting resolves a different term of office.

The Supervisory Board proposes to resolve as follows:

Mr Aymeric Chaumet resident in Milan, Italy self-employedentrepreneur

CEO and sole shareholder of Swensen Ltd, Sliema, Malta CEO of DEFI Group S.A.S., Clichy, France

is elected as a member of the Supervisory Board of Westwing Group SE.

The election shall take effect from the end of the Annual General Meeting on 19 June 2024 until the end of the Annual General Meeting that resolves on the discharge for the 2025 fiscal year.

The aforementioned election proposal is based on the recommendation of the Nomination Committee of the Supervisory Board and takes into account the objectives adopted by the Supervisory Board for its composition and the competence profile prepared by the Supervisory Board for the board as a whole); it is also in line with the diversity concept pursued by the Company.

The curriculum vitae of the candidate, which provides information on relevant knowledge, skills and professional experience, is available as of the date of convening of the Annual General Meeting at

https://ir.westwing.com/agm

Further information

Information pursuant to section 125 (1) sentence 5 German Stock Corporation Act (AktG)

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1. Membership of other statutory supervisory boards
2. • Technos S.A., Rio de Janeiro, Brazil (listed on the stock exchange) - Member of the Board of Directors
3. Membership of comparable domestic and foreign supervisory bodies
4. • Morellato S.p.A, Fratte, Italy (not listed) - Member of the Board of Directors

Disclosures in accordance with the recommendations of the German Corporate Governance Code

In the opinion of the Supervisory Board, Mr Chaumet is to be classified as independent. In the opinion of the Supervisory Board, there are no personal or business relationships between Mr Chaumet and the company, its Group companies, the company's executive bodies or a shareholder with a material interest in the company that must be disclosed in accordance with recommendation C.13 of the GCGC.

8. Resolution on cancellation of the existing authorization to acquire and use treasury shares and the granting of a new authorization to acquire and use treasury shares, including the authorization to cancel treasury shares acquired, to reduce the capi- tal and to exclude shareholders' subscription rights

The Company's General Meeting of 5 August 2021 authorized the Management Board to acquire treasury shares of equivalent to up to a total of 10% of the share capital up to the end of 4 August 2026 according to article 5 SE Regulation in conjunction with section 71

(1) no. 8 German Stock Corporation Act (AktG). The Company acquired treasury shares on the basis of this authorization. In order to give the Company full scope for action again for a period of five years, a new authorization shall be granted to the Management Board, cancelling the existing authorization remaining after its partial use.

Therefore, the Management Board and Supervisory Board recommend adopting the following resolution:

"a) Cancellation of the existing authorization

The authorization to acquire treasury shares currently existing, which was granted by the Company's General Meeting as of 5 August 2021 and is limited until 4 August 2026, will be cancelled at the time the new authorization proposed under b) through e) below of this agenda item 8 becomes effective.

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1. Authorization to acquire treasury shares
   The Management Board is authorized to acquire treasury shares in the Company equivalent to up to a total of 10% of the Company's share capital existing up to the end of 18 June 2029 (including) with the consent of the Supervisory Board, if this value lower, the Company's share capital existing at the time the authorization is exercised. The shares acquired on the basis of this authorization may not at any time exceed 10% of the Company's share capital at the applicable point in time together with other treasury shares in the Company which Westwing Group SE has already acquired and still holds or which are attributable to it under Section 71d and 71e Stock Corporation Act (AktG).
   The authorization may be exercised by the Company on one or more occasions, either as a whole or in instalments, in pursuit of one or more purposes, but also by group companies or by third parties for the account of the Company or group com- panies.
2. Manner of acquiring treasury shares
   The treasury shares will be acquired at the option of the Management Board (1) on the stock exchange, (2) by means of a public offer to purchase addressed to all shareholders of the Company or by means of a public invitation to the shareholders to submit offers to sell (the acquisition pursuant to (2) hereinafter referred to as "Public Purchase Offer") or (3) by means of a public offering or public invitation to submit an offer to exchange liquid shares admitted to trading on another orga- nized market within the meaning of the German Securities Acquisition and Takeo- ver Act (WpÜG) or public invitation to make an offer to exchange liquid shares admitted to trading on (another) organized market within the meaning of the Ger- man Securities Acquisition and Takeover Act ("Exchangeable Shares") for shares in the Company (the acquisition pursuant to (3) hereinafter "Exchange Offer"). The following provisions apply:
3. 1. Acquisition of the shares on the stock exchange
      If the treasury shares are purchased on the stock exchange, the purchase price per share paid by the Company (excluding incidental costs) may not exceed or fall below the stock exchange price by more than 10%. The relevant stock exchange price is the stock exchange price of the company's shares in XETRA trading (or a comparable successor system) determined by the opening auc- tion on the respective trading day or - if no opening auction takes place - the

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first price paid for the company's shares in XETRA trading (or a comparable successor system) on the respective trading day.

1. Public Purchase Offer: acquisition of the shares by means of a public offer to purchase or by means of a public invitation to submit offers for sale
   In the case of an acquisition by way of a Public Purchase Offer, the Company may specify a fixed purchase price or a purchase price range per share (ex- cluding incidental costs) within which it is prepared to acquire shares. In the Public Purchase Offer, the Company may specify a time limit for the ac- ceptance or submission of the offer and the possibility and conditions for an adjustment of the purchase price range during the time limit in the event of significant changes in the share price. If a purchase price range is used, the purchase price will be determined on the basis of the selling prices stated in the shareholders' notices of acceptance or offer and the acquisition volume determined by the Management Board after the end of the offer period.
2. • In the event of a public offer to purchase by the Company, the purchase price offered or the purchase price range may not be more than 20% higher or lower than the volume-weighted average price of a share in the Com- pany in Xetra trading (or any successor system thereof) on the last five (5) stock exchange trading days prior to the date of the public announcement of the offer. In the event of an adjustment of the purchase price range by the Company, the last five (5) stock exchange trading days prior to the public announcement of the adjustment will be taken as a basis.
   • In the event of an invitation to the shareholders to submit offers for sale, the purchase price (excluding incidental costs) per share in the Company determined on the basis of the offers submitted may not be more than 20% higher or lower than the volume-weighted average price of a share in the Company in Xetra trading (or any successor system thereof) on the last five (5) stock exchange trading days prior to the date of the publication of the invitation to submit offers for sale. In the event of an adjustment of the purchase price range by the Company, the last five (5) stock exchange trading days prior to the public announcement of the adjustment will be taken as a basis.

The volume of the offer to purchase or invitation to sell may be limited. If the shares offered for purchase by the shareholders exceed the total value of the offer for purchase or invitation to sell by the Company, the shares will be

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considered or accepted in proportion to the total value of the offer to purchase or invitation to sell to the total shares in the Company offered by the share- holders. However, it may be provided that small numbers of up to one hundred (100) shares offered per shareholder are acquired on a preferential basis. The offer to purchase or invitation to sell may provide for further conditions.

1. Exchange Offer: Acquisition of the shares (a) by means of a public offering to exchange liquid shares or (b) by means of a public invitation to submit an offer to exchange liquid shares, in each case admitted to trading on (another) organized market within the meaning of the German Securities Acquisition and Takeover Act.
   In the case of an acquisition by way of an Exchange Offer, the Company may specify either an exchange ratio or a corresponding exchange range at which it is prepared to acquire the shares in the Company. A cash payment may be made as a supplementary payment or to compensate for fractional amounts. In the Exchange Offer, the Company may specify a time limit for the ac- ceptance or submission of the offer and the possibility and conditions for ad- justing the exchange range during the time limit in the event of significant changes in the share price. In the event of an exchange range, the exchange ratio will be determined on the basis of the exchange ratios and/or other in- formation stated in the shareholders' acceptance or offer notices and the ac- quisition volume determined by the Management Board after the end of the offer period.
2. 1. In the event of an Exchange Offer by the Company, the exchange ratio or exchange range offered may not be more than 20% higher or lower than the relevant value of a share in the Company. The calculation is to be based on the volume-weighted average price of an exchangeable share and a share in the Company in Xetra trading (or any successor system thereof) or on another organized market within the meaning of the German Securities Acquisition and Takeover Act on the last five (5) stock exchange trading days prior to the date of the public announce- ment of the offer. In case of an adjustment of the exchange range by the Company, the last five (5) stock exchange trading days prior to the pub- lic announcement of the adjustment will be taken as basis.
   2. In the event of an invitation to the shareholders to submit offers for the exchange of liquid shares, the exchange ratio (excluding incidental

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costs) per share in the Company determined on the basis of the offers submitted may not be more than 20% higher or lower than the relevant value of a share in the Company. The calculation is to be based on the volume-weighted average price of an exchangeable share in the Company in Xetra trading (or any successor system thereof) or on another organized market within the meaning of the German Securities Acquisition and Takeover Act on the last five (5) stock exchange trading days prior to the date of the public announcement of the offer. In case of an adjustment of the exchange range by the Company, the last five (5) stock exchange trading days prior to the publication of the adjustment will be taken as basis.

The volume of the Exchange Offer or invitation to submit an Exchange Offer may be limited. If the shares offered for exchange by the shareholders exceed the total value of the Exchange Offer or invitation to submit an Exchange Offer, they will be considered or accepted in proportion to the total value of the Exchange Offer or invitation to submit an Exchange Offer to the total shares in the Company offered by the shareholders. However, it may be provided that small numbers of up to one hundred (100) offered shares per shareholder are acquired on a preferential basis. The Exchange Offer or invitation to submit an Exchange Offer may provide for further conditions.

1. Utilization of treasury shares
   Acquisition for the purpose of trading in treasury shares is excluded. The authori- zation may be exercised for any legally permissible purpose, in particular in pursuit of one or more of the purposes listed below:
2. 1. They may be cancelled and the Company's share capital may be reduced by the portion of the share capital attributable to the cancelled shares, without the cancellation or its implementation requiring a further resolution by the General Meeting. The Management Board may also cancel the shares in a simplified procedure without reducing the share capital, so that the cancella- tion increases the proportion of the remaining shares in the share capital. If the shares are cancelled in a simplified procedure without reducing the share capital, the Management Board is authorized to adjust the number of shares in the Company's Articles of Association.

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