468 SPAC II : Inside Information / Ad Hoc Information 468 SPAC II SE - AGM and EGM Convening Notice - 30 June 2023

468 SPAC II SE

Société Européenne

Registered office: 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg

R.C.S. Luxembourg B 257664

(the "Company")

CONVENING NOTICE TO THE ANNUAL GENERAL MEETING AND AN

EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE

COMPANY

The annual general meeting of the shareholders of the Company (the "Annual General Meeting") is to be held on 30 June 2023 at 2.00 pm CEST on the premises of Arendt & Medernach SA at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg.

1. 1. AGENDA FOR THE ANNUAL GENERAL MEETING
2. Presentation of the combined consolidated management report of the management board of the Company and of the report of the independent auditor (réviseur d'entreprises agréé) on the Company's consolidated accounts for the financial year ended 31 December 2022 and on the Company's annual accounts for the financial year ended 31 December 2022.
3. Approval of the Company's consolidated accounts for the financial year ended 31 December 2022.
4. Approval of the Company's annual accounts for the financial year ended 31 December 2022.
5. Acknowledgement of the result of the Company made for the financial year ended 31 December 2022 and allocation of the results of the Company for the financial year ended 31 December 2022.
6. Granting of discharge (quitus) to Mr. Alexander Kudlich, member of the management board of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
7. Granting of discharge (quitus) to Mr. Ludwig Ensthaler, member of the management board of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
8. Granting of discharge (quitus) to Mr. Florian Leibert, member of the management board of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
9. Granting of discharge (quitus) to Mr. Werner Weynand, member of the management board of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
10. Granting of discharge (quitus) to Mr. Mato Perić, member of the supervisory board of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.
11. Granting of discharge (quitus) to Mr. Stefan Kalteis, member of the supervisory board of the Company, for the exercise of his mandate during the financial year ended 31 December 2022.

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1. Granting of discharge (quitus) to Ms. Katharina Jünger, member of the supervisory board of the Company, for the exercise of her mandate during the financial year ended 31 December 2022.
2. Renewal of the mandate of Mazars Luxembourg S.A., with registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B159962, as independent auditor (réviseur d'entreprises agréé) of the Company for a period ending at the annual general meeting of shareholders of the Company to be held in 2024.

The Annual General Meeting shall be followed immediately by the extraordinary general meeting of the shareholders of the Company (the "Extraordinary General Meeting" and together with the Annual General Meeting, the "General Meetings"), which is to be held on 30 June 2023 at 2.30 pm CEST on the premises of Arendt & Medernach SA at 41A, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg.

1. 1. AGENDA FOR THE EXTRAORDINARY GENERAL MEETING
2. Approval of the proposed business combination with Marley Spoon SE on the terms set forth in the business combination agreement dated 25 April 2023 and certain share purchase agreements concluded with certain shareholders of Marley Spoon SE (the "Business Combination") and further approval and, to the extent necessary, ratification of the entering into, and performance of the documents relating to the Business Combination and the Consummation by the Company.
3. Amendment of the corporate purpose (objet social) of the Company and subsequent amendment to article 2 of the articles of association as follows, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders and with effect as of the Consummation:

"Article 2 Purpose

1. The Company's purpose shall be the creation, holding, development and realisation of a portfolio, consisting of interests and rights of any kind and of any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio.
2. The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company.
3. The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.

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1. 2.4 The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes."

2. Change of the name of the Company to "Marley Spoon Group SE" and subsequent amendment of article 1 of the articles of association of the Company, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders, with effect as of five (5) business days as from the Consummation.
3. Amendment and full restatement of the articles of association of the Company, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders and with effect as of the Consummation.
4. Acknowledgment of the resignation of Mr. Alexander Kudlich and granting of discharge (quitus) to Mr. Alexander Kudlich, as member of the management board, for the performance of his duties as member of the management board, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders, with effect as of the Consummation.
5. Acknowledgment of the resignation of Mr. Ludwig Ensthaler and granting of discharge (quitus) to Mr. Ludwig Ensthaler, as member of the management board, for the performance of his duties as member of the management board, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders, with effect as of the Consummation.
6. Acknowledgment of the resignation of Mr. Florian Leibert and granting of discharge (quitus) to Mr. Florian Leibert, as member of the management board, for the performance of his duties as member of the management board, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders, with effect as of the Consummation.
7. Acknowledgment of the resignation of Mr. Werner Weynand and granting of discharge (quitus) to Mr. Werner Weynand, as member of the management board, for the performance of his duties as member of the management board, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders, with effect as of the Consummation.
8. Acknowledgment of the resignation of Mr. Mato Perić and granting of discharge (quitus) to Mr. Mato Perić, as member of the supervisory board, for the performance of his duties as member of the supervisory board, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders, with effect as of the Consummation.
9. Acknowledgment of the resignation of Mr. Stefan Kalteis and granting of discharge (quitus) to Mr. Stefan Kalteis, as member of the supervisory board, for the performance of his duties as member of the supervisory board, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders, with effect as of the Consummation.
10. Acknowledgment of the resignation of Ms. Katharina Jünger and granting of discharge (quitus) to Ms. Katharina Jünger, as member of the supervisory board, for the performance of her duties as member of the supervisory board, conditional upon the approval of item 1 of the

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agenda of this extraordinary general meeting of shareholders, with effect as of the Consummation.

1. Appointment of Mr. Christian Gysi as new member of the supervisory board, the whole conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders and effective as of the date following the Consummation.
2. Appointment of Mr. Alexander Kudlich as new member of the supervisory board, the whole conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders and effective as of the date following the Consummation.
3. Appointment of Mr. Yehuda Shmidman as new member of the supervisory board, the whole conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders and effective as of the date following the Consummation.
4. Approval of the remuneration of the members of the supervisory board, conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders and effective as of the date following the Consummation.
5. Confirmation of the granting of an irrevocable power of attorney to the management board to confirm compliance with conditions for (i) the conversion of all class B1 shares into redeemable class A shares at a ratio of one (1) into redeemable class A share for one (1) class B1 share on the trading day of the Consummation, (ii) the conversion of all class B2 shares into redeemable class A shares at a ratio of one (1) redeemable class A share for one (1) class B2 share on the date, post Consummation, on which the official closing price of the redeemable class A shares as reported on XETRA, or if at the relevant time the redeemable class A shares are no longer traded on XETRA, such other stock exchange or securities market on which the redeemable class A shares are mainly traded at the relevant time (the "Closing Price"), for any ten (10) trading days within any 30-trading day period exceeds ten euro (EUR 10.00) and the lock-up pursuant to article 7.6 of the articles of association of the Company has expired, (iii) the conversion of all class B3 shares into redeemable class A shares at a ratio of one (1) redeemable class A share per class B3 share on the date, post Consummation, on which the redeemable class A shares Closing Price for any ten (10) trading days within any 30-trading day period exceeds fifteen euro (EUR 15.00) and (iv) the conversion of all class B4 shares into redeemable class A shares at a ratio of one (1) redeemable class A share per class B4 share on the date, post Consummation, on which the class A shares Closing Price for any ten (10) trading days within any 30-trading day period exceeds twenty euro (EUR 20.00), to acknowledge occurrence of the Consummation and to make any statement, sign all documents, represent the shareholders in front of a Luxembourg notary and to do everything which is lawful, necessary or simply useful in view of the accomplishment and fulfilment of the resolutions approved by the extraordinary general meeting of shareholders, with effect as of the Consummation and conditional upon the approval of item 1 of the agenda of this extraordinary general meeting of shareholders.

"Consummation" shall mean the acquisition and/or assumption of a controlling stake in the share capital of Marley Spoon SE by the Company pursuant to and in accordance with the terms of the business combination agreement dated 25 April 2023 entered into by the Company and Marley Spoon SE and certain share purchase agreements entered into in parallel to the business combination agreement by the Company and certain shareholders of Marley Spoon SE, and the term "Consummated" shall be construed accordingly.

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1. 1. PARTICIPATION IN THE GENERAL MEETINGS
2. Record date
   The rights of a shareholder to participate in the General Meetings and to vote shall be determined with respect to the shares held by that shareholder on 16 June 2023 at midnight CEST (the "Record Date"). Any transferee having become owner of any shares after the Record Date has no right to vote at the General Meetings.
   Shareholders whose shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary must request from their account bank or custodian a certificate certifying the number of shares recorded in their account on the Record Date (the "Proof of Holding Form"). To participate in and vote at the General Meetings (regardless the manner they wish to participate, either by attendance in person, by representation through proxy or voting by correspondence), the Proof of Holding Form shall be submitted to the centralizing agent of the Company by e-mail to: [e-mail] or at its registered office within the period from the Record Date until 27 June 2023 at 6.00 pm CEST.
   A proof of holding form is provided on the website of the Company (https://www.468spac2.com/) which may be used.
3. Attendance
   Shareholders may exercise their voting rights at the General Meetings, as applicable, in one of the following manners, as further described below:
4. 1. by attending the meeting in person, in the manner described below; or
   2. by appointing a proxy representative, in the manner described below; or
   3. by voting by correspondence, in the manner described below.

The management board of the Company (the "Management Board") considers that shareholders who provide proof of their shareholding on the Record Date and submit their voting form as set forth in section 2.3. or provide a proxy as set forth in section 2.2. of the present convening notice do not have to undertake other formalities to comply with the obligation set out in Article 5(3) of the law of 24 May 2011 on the exercise of certain shareholders' rights at general meetings of listed companies. Notwithstanding the foregoing, in case of participation in person, the intention to participate in person shall be indicated as set forth in section 2.1.

2.1. Attendance in person

The intention of a shareholder to participate in person in the General Meetings shall be notified by such shareholder to the centralizing agent of the Company by e-mail to: [e-mail] no later than 27 June 2023 at 6.00 pm CEST. An in-person attendance declaration form is provided on the website of the Company (https://www.468spac2.com/) which may be used.

Any shareholder participating in the General Meetings in person shall carry proof of identity.

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