AUTO1 : Shareholder Meeting Document

No-par value bearer shares

WKN A2LQ88

ISIN DE000A2LQ884

Company event identifier: GMETAG100622

Invitation to the Annual General Meeting

of AUTO1 Group SE with its registered office in Munich registered with Local Court of Munich, HRB 241031

We invite our shareholders to the Annual General Meeting which takes place on

Thursday, June 9, 2022, 10:00 a.m.,

and which will be conducted on the basis of section 1 of the Act on Measures in the Law on Companies, Cooperatives, Associations, Foundations and Condominiums to Combat the Effects of the COVID-19 Pandemic of March 27, 2020, as currently applicable (COVID-19 Act), with the consent of the Supervisory Board as

virtual meeting of shareholders

without physical attendance of shareholders or their representatives.

For the shareholders and their representatives, the entire shareholders' meeting will be broadcasted live by audio and video transmission over the internet. Exercising the voting rights by the shareholders or their representatives will only be possible by way of electronic communication (absentee voting) or by authorizing proxy representatives appointed by the Company. Further provisions and explanations regarding the attendance of the shareholders in the virtual shareholders' meeting and the exercise of voting rights are imprinted further below following the agenda.

AGENDA

1.

Presentation of the adopted financial statements and the approved consolidated financial statements of AUTO1 Group SE and the combined management and consolidated management report of AUTO1 Group SE including the explanatory notes on the disclosures pursuant to Sections

289a, 315a of the German Commercial Code ("HGB") and the report of the Supervisory Board each for the fiscal year 2021

The Supervisory Board has approved the financial statements and consolidated financial statements prepared by the Management Board; thereby, the financial statements have been adopted. In this case, the law does not provide for the adoption of the financial statements or the approval of the consolidated financial statements, respectively, by the shareholders' meeting. The statutory law

(section 176 para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz,"AktG") rather provides that the above mentioned documents only have to be made available to the shareholders' meeting. Accordingly, no resolution of the shareholders' meeting is required with respect to agenda item 1.

• 2. Formal approval of acts of the members of the Management Board of AUTO1 Group SE for the fiscal year 2021

  The Management Board and the Supervisory Board propose that the members of the Management Board of AUTO1 Group SE holding the office in the fiscal year 2021 be each granted formal approval for their activities in the fiscal year 2021.

• 3. Formal approval of acts of the members of the Supervisory Board of AUTO1 Group SE for the fiscal year 2021

  The Management Board and the Supervisory Board propose that the members of the Supervisory Board of AUTO1 Group SE holding the office in the fiscal year 2021 be each granted formal approval for their activities in the fiscal year 2021.

• 4. Appointment of the auditor for the fiscal year 2022 as well as the auditor for a review or audit of financial reports/financial information during the fiscal year 2022 and in the fiscal year 2023 during the period until the next ordinary shareholders' meeting

  Upon recommendation of its Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be elected

  − as auditor for the Company and the group for the fiscal year 2022 as well as for the auditor's possible review or audit of financial reports/financial information of the Company during the fiscal year 2022; and

−

for the auditor's possible review or audit of financial reports/financial information of the Company during the fiscal year 2023 in the period until the next ordinary shareholders' meeting in 2023.

* * *

Pursuant to Art. 16 para. 2 subpara. 3 of the Regulation (EU) No 537/2014 (EU Audit Regulation), the Audit Committee of the Supervisory Board stated in its recommendation that such recommendation is free from influence by a third party and that no restriction regarding the choice of a certain auditoror a certain audit firm within the meaning of Art. 16 para. 6 of the EU Audit Regulation has been imposed upon it.

• 5. Resolution on the approval of the remuneration report

  Pursuant to Section 162 AktG, the Management Board and Supervisory Board shall prepare an annual report on the remuneration granted and owed to each individual current or former member of the Management Board and Supervisory Board in the past fiscal year (remuneration report) and submit this remuneration report to the shareholders' meeting for approval in accordance with Section 120a para. 4 AktG.

  The remuneration report prepared by the Management Board and Supervisory Board for the fiscal year 2021 was audited by the auditor in accordance with the requirements of Section 162 para. 3 AktG. The auditor's report is attached to the remuneration report.

  The remuneration report is printed below following the agenda in the supplementary information on agenda item 5.

  The Management Board and the Supervisory Board propose that the remuneration report for the fiscal year 2021, prepared and audited in accordance with Section 162 AktG, be approved.

• 6. Resolution on an amendment to section 9 para. 1 of the Articles of Association (composition of the Supervisory Board)

  The Supervisory Board of the Company currently consists of five members, all of whom are elected by the shareholders' meeting without being bound by election proposals. It is now intended to increase the number of members of the Supervisory Board to six.

  The Management Board and the Supervisory Board propose to resolve as follows:

  Paragraph 1 of section 9 of the Articles of Association (Composition, Elections, Term of Office) is amended and shall read as follows:

  "The Supervisory Board comprises six members who are elected by the General Meeting without being bound by election proposals."

• 7. Resolution on elections to the Supervisory Board

  Pursuant to Art. 40 para. 3 SE Regulation, section 17 para. 1 of the German SE Implementation Act (SEAG) in conjunction with section 9 para. 1 of the Articles of Association of the Company, the Supervisory Board of the Company currently consists of five members.

  With the amendment to section 9 para. 1 of the Articles of Association proposed under agenda item 6 to enlarge the Supervisory Board becoming effective, the number of Supervisory Board members will increase to six.

All members of the Supervisory Board of the Company are elected by the shareholders' meeting - also after the proposed enlargement to six members. The shareholders' meeting is not bound by election proposals.

The Supervisory Board member Andrin Bachmann has resigned from office with effect as of the end of the present Annual General Meeting, so that a successor to Mr. Andrin Bachmann is to be elected by way of supplementary election. Furthermore, a further member of the Supervisory Board is to be elected for the period from the effective date of the amendment to the Articles of Association proposed under agenda item 6 to enlarge the Supervisory Board.

It is planned to hold the election in each case for the period until the end of the current term of office of the Supervisory Board.

The Supervisory Board proposes, upon recommendation of its Nomination Committee, to resolve as follows:

The following persons are elected to the Supervisory Board:

7.1 Vassilia Kennedy, Senior Global Managing Director Brand Marketing at Google LLC, Mountain View, California/USA, residing in Solvang, California/USA

7.2

Lars Santelmann, most recently Chairman of the Board of Management of Volkswagen Financial Services AG, Braunschweig, Germany, currently without practicing profession, residing in Lehrte, Germany.

The election of the person proposed under 7.1 above shall be made by way of by-election as successor to the prematurely retiring Supervisory Board member Andrin Bachmann with effect from the end of the present Annual General Meeting.

The election of the person proposed above under 7.2 shall take effect as of the registration of the amendment to the Articles of Association proposed above under agenda item 6 with the commercial register of the Company.

The election of the two persons proposed for election shall in each case be made for the period until the end of the shareholders' meeting which resolves on the formal approval of their acts for the third fiscal year from the beginning of their term of office, not including the fiscal year in which the term of office begins. In each case, the election shall be for a maximum of six years.

* * *

It is planned to elect the new Supervisory Board members by way of individual election.

None of the persons proposed for election is a member of other statutory supervisory boards or comparable domestic or foreign supervisory bodies of business enterprises.

The above election proposals of the Supervisory Board take into account the objectives resolved by the Supervisory Board for its composition and aim to fulfill the profile of skills and expertise resolved by the Supervisory Board for the full board.

None of the persons proposed for election has personal or business relationships to the Company, the corporate bodies of the Company or a major shareholder being, in the opinion of the Supervisory Board, significant for the election decision.

The curricula vitae of the persons proposed for election, which in each case also contain an overview of the significant activities in addition to the Supervisory Board mandate, are printed below following the agenda in the supplementary information on agenda item 7.

8.

Resolution on an amendment to the remuneration of the Supervisory Board members and an according amendment to section 13 of the Articles of Association (Remuneration)

In connection with the planned enlargement of the Supervisory Board to six members, the work of Supervisory Board committees will become more important in the future. In particular, it is planned to establish a committee for marketing issues (Marketing and Branding Committee) and a committee for ESG matters (ESG Committee). In order to appropriately remunerate the additional work involved in chairing these committees, additional remuneration is intended to be granted for this - as is already the case for chairing the Audit and Risk Committee. Furthermore, the billing of expenses in connection with personal attendance at meetings is to be made more flexible; under the current rules, these expenses are deemed to be covered by the attendance fee - without the possibility of providing evidence of higher expenses. Otherwise, the remuneration of the members of the Supervisory Board shall continue to apply unchanged.

The Management Board and the Supervisory Board propose to resolve as follows:

• − Paragraph 2 of section 13 of the Articles of Association (Remuneration) is amended and shall read as follows:

  "For the membership in a committee of the Supervisory Board, the respective members of the Supervisory Board further receive each a fixed annual remuneration in the amount of EUR 5,000.00. The chairman of a committee of the Supervisory Board shall receive, in addition to the remuneration payable pursuant to the foregoing sentence, an additional fixed annual remuneration in the amount of EUR 5,000.00; for the chairman of the Audit and Risk Committee and the Marketing and Branding Committee, such additional fixed remuneration shall amount to EUR 45,000.00 in each case, and for the chairman of the ESG Committee EUR 20,000.00."

• − Sentence 2 in paragraph 5 of section 13 of the Articles of Association (Remuneration) is amended and reworded as follows:

  "Any out-of-pocket expenses in connection with the personal attendance in a Supervisory Board meeting or another meeting shall be deemed satisfied by the provision of paragraph 4 above and shall not be reimbursed unless higher expenses are proven in an individual case."

More detailed information on the remuneration system pursuant to sections 113 para. 3 sentence 3, 87a para. 1 sentence 2 AktG, on which the remuneration of the members of the Supervisory Board is based, is provided below following the agenda in the supplementary information on agenda item 8.