CTS Eventim : Invitation to the Annual General Meeting

Invitation to the

Annual General Meeting

2024

Convenience translation for information purposes only. Only the German language original version is legally binding.

Informationen nach § 125 Abs. 1 in Verbindung mit § 125 Abs. 5 Aktiengesetz, Tabelle 3 des Anhangs der Durchführungsverordnung (EU) 2018/1212

Information according to Section 125 para. 1 in connection with section 125 para. 5 of the German Stock Corporation Act (AktG), Table 3 of the Annex to the Commission Implementing Regulation (EU) 2018/1212

1. Inhalt der Mitteilung Specification of the message

1. Eindeutige Kennung des Ereignisses	Ordentliche Hauptversammlung der CTS Even-
	Unique identifier of the event	tim AG & Co. KGaA 2024;
		im Format	gemäß Durchführungsverordnung
		(EU) 2018/1212: CTSoHV240514
		Annual General Meeting of CTS Eventim AG &
		Co. KGaA 2024;
		in the format according to Commission Imple-
		menting	Regulation	(EU)	2018/1212:
		CTSoHV240514
2.	Art der Mitteilung	Einberufung der Hauptversammlung;
	Type of message	im Format	gemäß Durchführungsverordnung
		(EU) 2018/1212: NEWM
		Notice of convocation of the Annual General
		Meeting;
		in the format according to Commission Imple-
		menting Regulation (EU) 2018/1212: NEWM
B.	Angaben zum Emittenten
	Specification of the issuer
1.	ISIN	DE0005470306
2. Name des Emittenten	CTS Eventim AG & Co. KGaA
	Name of issuer
C.	Angaben zur Hauptversammlung
	Specification of the meeting

1. Datum der Hauptversammlung Date of the General Meeting

14. Mai 2024;

im Format gemäß Durchführungsverordnung (EU) 2018/1212: 20240514

May 14, 2024;

in the format according to Commission Implementing Regulation (EU) 2018/1212: 20240514

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2.	Uhrzeit der Hauptversammlung	10:00 Uhr MESZ;
	Time of the General Meeting	im	Format	gemäß	Durchführungsverordnung
		(EU) 2018/1212: 08:00 Uhr UTC (koordinierte
		Weltzeit)
		10:00 hours (CEST);
		in the format according to Commission Imple-
		menting Regulation (EU) 2018/1212: 08:00 hours
		UTC (Coordinated Universal Time)
3.	Art der Hauptversammlung	Ordentliche	Hauptversammlung mit physischer
	Type of the General Meeting	Präsenz der Kommanditaktionäre oder ihrer Be-
		vollmächtigten;
		im	Format	gemäß	Durchführungsverordnung
		(EU) 2018/1212: GMET
		General Meeting with the physical attendance of
		shareholders or their proxy representatives;
		in the format according to Commission Imple-
		menting Regulation (EU) 2018/1212: GMET
4.	Ort der Hauptversammlung	Ort der Hauptversammlung mit physischer Prä-
	Location of the General Meeting	senz der Kommanditaktionäre:
		Parkhotel Bremen, Im Bürgerpark, 28209 Bre-
		men, Deutschland
		im	Format	gemäß	Durchführungsverordnung
		(EU) 2018/1212: Parkhotel Bremen, Im Bürger-
		park, 28209 Bremen, Deutschland
		Location of the General Meeting with physical
		presence of the shareholders:
		Parkhotel Bremen, Im Bürgerpark, 28209 Bre-
		men, Germany
		in the format according to Commission Imple-
		menting Regulation (EU) 2018/1212: Parkhotel
		Bremen, Im Bürgerpark, 28209 Bremen,
		Deutschland
5.	Aufzeichnungsdatum	22. April 2024, 24:00 MESZ
	Record Date	im	Format	gemäß	Durchführungsverordnung
		(EU) 2018/1212: 20240422 22:00 Uhr UTC (ko-
		ordinierte Weltzeit)
		April 22, 2024, 24:00 MESZ
		in the format according to Commission Imple-
		menting Regulation (EU) 2018/1212: 20240422
		22:00 hours UTC (Coordinated Universal Time)
6. Internetseite (URL) zur Hauptversammlung	https://corporate.eventim.de/de/investor-rela-
	Uniform Resource Locator (URL) of the	tions/hauptversammlung/
	General Meeting
		https://corporate.eventim.de/en/investor-rela-
		tions/general-meeting/
		3

Weitere	Informationen	zur	Einberufung		der	Hauptversammlung
(Blöcke D bis F der Tabelle 3 des Anhangs der Durchführungsverordnung (EU) 2018/1212)
Further	information	on	the	convocation	of	the	General	Meeting

(Sections D to F of Table 3 of the Annex to the Commission Implementing Regulation (EU) 2018/1212)

Weitere Informationen über

• die Teilnahme an der Hauptversammlung (Block D),
• die Tagesordnung (Block E) sowie
• die Angabe der Fristen für die Ausübung anderer Aktionärsrechte (Block F) sind auf der folgenden Internetseite zu finden:https://corporate.eventim.de/de/investor-relations/hauptversammlung/

Further information on

• participation in the general meeting (Section D)
• the agenda (Section E) and
• the specification of the deadlines regarding the exercise of other shareholders rights (Section F) can be found on the following website:https://corporate.eventim.de/en/investor-relations/general-meeting/

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CTS Eventim AG & Co. KGaA, Munich	WKN: 547030
Contrescarpe 75 A	ISIN: DE 0005470306
28195 Bremen	AG München HRB 212700

We hereby invite our shareholders to the Annual General Meeting of our company, which will take place

on Tuesday, 14 May 2024, from 10:00 a.m. CEST,

at the Parkhotel Bremen, Im Bürgerpark, 28209 Bremen.

• AGENDA

1. Presentation of the annual financial statements and consolidated financial statements approved by the Supervisory Board, each as at 31 December 2023, and the combined management report for the company and the Group, each with the explanatory report of the general partner pursuant to Section 176 (1) sentence 1 AktG on the disclosures pursuant to Section 289a HGB and Section 315a HGB in the management report and the report of the Supervisory Board for the 2023 financial year

The Supervisory Board has approved the annual financial statements prepared by the general partner and the consolidated financial statements in accordance with Section 171 AktG. Pursuant to Section 286 (1) AktG, the annual financial statements are adopted by the Annual General Meeting; the aforementioned documents also contain the corporate governance statement, including the corporate governance report, and the disclosures pursuant to Sections 289a and 315a HGB in the respective applicable version. The aforementioned documents must also be made available to the Annual General Meeting without the need for a further resolution. They are available on the company's website at https://corporate.eventim.de/en/investor-relations/general-meeting/,under 'Annual General Meeting 2024', from the time the Annual General Meeting is convened and during the Annual General Meeting.

2. Resolution on the adoption of the annual financial statements of CTS Eventim AG & Co. KGaA for the 2023 financial year

The General Partner and the Supervisory Board propose that the annual financial statements of CTS Eventim AG & Co. KGaA for the 2023 financial year as presented, which show net retained profits of EUR 584,782,266.14, be adopted.

3. Resolution on the appropriation of the balance sheet profit

The general partner and the Supervisory Board propose that the net retained profits of EUR 584,782,266.14 reported in the annual financial statements for the 2023 financial year - consisting of the net profit for 2023 of EUR 221,929,384.81 and the profit carried forward from 2022 of EUR 362,852,881.33 - be appropriated as follows:

Distribution of a dividend in the amount of EUR 1.43
per share ISIN DE 0005470306 to
95,991,300 dividend-bearing shares	EUR	137.267.559,00
Profit carried forward	EUR	447,514,707.14
Retained earnings	EUR	584.782.266,14

The above proposal for the appropriation of profits takes into account that the company holds 8,700 treasury shares that are not entitled to dividends at the time the Annual General Meeting is convened. Should the

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number of shares entitled to dividends change between the date of publication of this invitation and the date of the Annual General Meeting, a correspondingly adjusted proposal for the appropriation of profits will be submitted to the Annual General Meeting with an unchanged dividend amount, i.e. the partial amount then arithmetically attributable to the non-dividend-bearing shares on the date of the Annual General Meeting will be carried forward to new account.

In accordance with Section 58 (4) sentence 2 AktG, the entitlement to the dividend is due on the third business day following the resolution of the Annual General Meeting, i.e. on Friday, 17 May 2024.

4. Resolution on the formal approval of the actions of the General Partner for the 2023 financial year

The General Partner and the Supervisory Board propose that the actions of EVENTIM Management AG, Ham- burg, as General Partner, be ratified for the 2023 financial year.

5. Resolution on the formal approval of the actions of the Supervisory Board for the 2023 financial year

The general partner and the Supervisory Board propose that the actions of the members of the Supervisory Board in office in the 2023 financial year be ratified for this period.

6. Resolution on the election of the auditor and the Group auditor for the 2024 financial year

Based on the recommendation of its Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg, be appointed as the company's auditor for the 2024 financial year and also as the Group auditor for the Group. Both the recommendation of the Audit Committee to the Supervisory Board and the proposal of the Supervisory Board are free from undue influence by third parties. There were also no regulations within the meaning of Article 16 (6) of the EU Audit Regulation that would have restricted the choice of auditor.

7. Resolution on the adjustment of Supervisory Board remuneration and the remuneration system for the members of the Supervisory Board

In accordance with Section 113 (3) AktG, the Annual General Meeting of a listed company must pass a resolution on the remuneration and the remuneration system for the members of the Supervisory Board at least every four years, whereby a resolution confirming the remuneration is permissible. The remuneration of the company's Supervisory Board is regulated as follows in Section 15 of the Articles of Association:

'In addition to the reimbursement of their expenses, the members of the Supervisory Board receive a fixed annual remuneration payable after the end of the financial year, which is authorised by resolution of the Annual General Meeting. Supervisory Board members who have only belonged to the Supervisory Board for part of the financial year receive the resolved remuneration pro rata temporis (after full months). The value added tax payable on the remuneration is reimbursed by the company.'

On 9 May 2017, the company's Annual General Meeting resolved that the fixed annual remuneration within the meaning of Article 15 of the Articles of Association would amount to €50,000 for each member of the Supervisory Board of CTS Eventim AG & Co. KGaA and €100,000 for the Chairman of the Supervisory Board from the 2017 financial year onwards.

The Annual General Meeting of the company on 7 May 2021 confirmed this remuneration arrangement for the members of the Supervisory Board with 99.75% approval. In view of the expanded duties of the Supervisory Board as a result of multiple new statutory regulations and not least due to the strong growth of the company, the general partner and Supervisory Board propose increasing the remuneration of the Supervisory Board members, which has remained unchanged since 2017. To implement this change, the remuneration system for the members of the Supervisory Board confirmed by the Annual General Meeting on 7 May 2021 is to be adjusted accordingly. The adjusted remuneration system is published in the appendix to this convening notice with reference to this agenda item 7 described. This description is also available online at https://corpo-rate.eventim.de/en/investor-relations/general-meeting/,under 'Annual General Meeting 2024'. Reference is

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made to this description for the resolution.

The General Partner and the Supervisory Board therefore propose the following resolution:

1. The fixed annual remuneration within the meaning of Article 15 of the Articles of Association amounts to € 75,000 for each member of the Supervisory Board of CTS Eventim AG & Co. KGaA and € 150,000 for the
   Chairman of the Supervisory Board from the 2024 financial year onwards.
2. The remuneration system for the members of the Supervisory Board described in the notes to this invitation with reference to this agenda item 7 is adopted with effect from 1 January 2024.

The provisions of Section 15 of the Articles of Association remain unaffected. The currently valid Articles of Association of the company are available on the website at https://corporate.eventim.de/en/investor-rela-tions/general-meeting/,under 'Annual General Meeting 2024', before and during the Annual General Meeting.

8. Resolution on the approval of the 2023 remuneration report

The remuneration report in accordance with Section 162 AktG must be prepared by the Management Board of the general partner and the Supervisory Board and submitted to the Annual General Meeting for approval in accordance with Section 120a (4) AktG. The resolution does not create any rights or obligations. It cannot be contested in accordance with Section 243 AktG.

In accordance with Section 162 AktG, the Management Board of the general partner and the Supervisory Board have prepared a report on the remuneration granted and owed to the members of the Management Board of the general partner and the Supervisory Board in the 2023 financial year. The remuneration report was reviewed by the auditor in accordance with Section 162 (3) AktG to ensure that the legally required disclosures pursuant to Section 162 (1) and (2) AktG were made. In addition to the statutory requirements, the auditor also reviewed the content of the report. The report on the audit of the remuneration report is attached to the remuneration report.

The General Partner and the Supervisory Board propose that the 2023 remuneration report prepared and audited in accordance with Section 162 AktG be approved.

The remuneration report together with the auditor's report will be printed in the appendix to this agenda with reference to this agenda item 8 and will also be available on the website at https://corporate.eventim.de/en/in-vestor-relations/general-meeting/,under 'Annual General Meeting 2024', from the time the Annual General Meeting is convened. The remuneration report will also be available there during the Annual General Meeting.

9. Resolution on the approval of the remuneration system for the members of the Management Board of the general partner

Section 120a (1) AktG stipulates that the Annual General Meeting of listed companies must pass a resolution to approve the remuneration system for members of the Management Board submitted by the Supervisory Board whenever a material change is made, but at least every four years. The resolution does not create any rights or obligations. It cannot be contested in accordance with Section 243 AktG.

In a company with the legal form of an AG & Co. KGaA, unlike a stock corporation, the Supervisory Board of the general partner is responsible for the appointment and dismissal of the members of the Management Board, the content of the Management Board contracts, the allocation of responsibilities and the remuneration of the Management Board. The corresponding resolutions are passed by the Supervisory Board of EVENTIM Management AG, which is composed of the same persons as the members of the company's Supervisory Board. The remuneration system for the members of the Executive Board of the general partner of the com- pany, which was adopted by the Supervisory Board of the general partner with effect from 1 January 2021 and approved by the Annual General Meeting on 7 May 2021 with a majority of 85.35%, was reviewed and is to be adjusted with effect from 1 January 2024. The Supervisory Board of the general partner has essentially resolved the following modifications, which apply to new contracts from the 2024 financial year onwards, subject to the submission of the new remuneration system to the company's Annual General Meeting:

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• In addition to the financial performance criteria of sales, earnings before interest and taxes (EBIT) and personal targets, the variable remuneration of the individual members of the Executive Board is now also based on long-term strategic targets. The long-term remuneration has a three-year assessment period and a target amount that exceeds the short-term variable target amount in the event of 100% target achieve- ment. The majority of the variable remuneration is therefore long-term in nature. This incentivises a contin- uous and sustainable increase in earning power.
• The short-term portion of the target amount of variable remuneration is between 40% and a maximum of 49% and the long-term portion of variable remuneration is between at least 51% and 60%.
• In addition, the Supervisory Board may, at its discretion, decide to pay an additional bonus for special individual performance by the Management Board and in the event of the company's particular economic success. However, this additional bonus may not exceed the maximum remuneration for all members of the Management Board in accordance with Section 87a (1) sentence 2 no. 1 AktG.
• In order to take appropriate account of extraordinary developments, the Supervisory Board of EVENTIM Management AG may, in the event of a deterioration in the situation of CTS Eventim AG & Co. KGaA, reduce the total remuneration of the Management Board to an appropriate amount by unilateral declaration in accordance with Section 87 (2) AktG. In such a case, instead of reducing the total remuneration, the variable remuneration may also be withheld or reclaimed in full or in part.

The adjusted remuneration system is presented in the notes to this convening notice with reference to this agenda item 9 described. This description is also available on the website at https://corporate.even-tim.de/en/investor-relations/general-meeting/under 'Annual General Meeting 2024'. Reference is made to this description for the resolution.

Section 124 (3) AktG stipulates that the Supervisory Board must propose a resolution for approval of the remuneration system at the Annual General Meeting. As explained above, the Supervisory Board of EVENTIM Management AG, as the general partner, is responsible for determining the remuneration system due to its legal form.

In this respect, the Supervisory Board of the company, in consultation with the Supervisory Board of the general partner, which is composed of the same persons, proposes that the modified remuneration system for the members of the Management Board of the general partner be approved with effect from 1 January 2024.

• REQUIREMENTS FOR ATTENDING THE ANNUAL GENERAL MEETING AND EXERCISING VOTING RIGHTS

In accordance with Section 17 of the Articles of Association in conjunction with Section 123 (2) and (4) AktG, only those shareholders who register for the Annual General Meeting and provide proof of their authorisation are entitled to attend the Annual General Meeting and exercise their voting rights. Registration and proof of entitlement must be sent to the company at the following address:

CTS Eventim AG & Co. KGaA c/o HV-Management GmbH P.O. Box 420133

68280 Mannheim

Fax: [phone]

E-mail:[e-mail]

at least six days before the Annual General Meeting, i.e. by 7 May 2024 (24:00 CEST) at the latest. The day of the Annual General Meeting and the day of receipt are not counted. The registration must be in text form (Section 126b BGB) and must be in German or English language.

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Proof of share ownership in text form from the last intermediary in accordance with the legal requirements is required for proof of authorisation. It must refer to the close of business on 22 April 2024 (24:00 CEST) ('record date').

Pursuant to Section 123 para. 4 sentence 5 AktG, only those persons who have provided proof of attendance at the Annual General Meeting or the exercise of voting rights are deemed to be shareholders in relation to the company. The company is entitled to request suitable further proof if there is any doubt as to the accuracy or authenticity of the proof. If this proof is not provided or not provided in the proper form, the company may reject the shareholder (Section 17 (2) of the Articles of Association).

The entitlement to participate and the scope of voting rights are based exclusively on the shareholding on the record date. The record date is not associated with a block on the saleability of the shareholding. Disposals after the record date have no significance for the legal participation and voting rights of the seller. Similarly, an additional acquisition of shares in the company after the record date does not lead to any changes in participation and voting rights. Persons who do not own any shares on the record date and only acquire shares after this date are not entitled to participate or vote unless they have themselves authorised or empowered to exercise rights.

The registration office will send the admission tickets for the Annual General Meeting to the shareholders after receipt of the registration and proof of share ownership. The admission tickets are merely organisational aids and are not a prerequisite for attending the Annual General Meeting and exercising voting rights. To ensure that the admission tickets are received in good time, we ask our shareholders to contact their custodian bank as soon as possible and request an admission ticket for participation in the Annual General Meeting. In such cases, the custodian bank will generally take care of registration and proof of share ownership. In case of doubt, shareholders should enquire with their custodian bank as to whether it will register and provide proof of share ownership on their behalf.

• PROXY VOTING

1. Exercise of voting rights by authorised representatives

Shareholders who do not attend the Annual General Meeting in person may have their voting rights exercised by authorised representatives, e.g. intermediaries within the meaning of Section 67a (4) AktG (e.g. banks), shareholders' associations, proxy advisors, persons within the meaning of Section 135 (8) AktG or another person or institution of their choice. We also offer our shareholders the option of authorising the proxy appointed by the company prior to the Annual General Meeting. The proxy is bound by instructions and must therefore vote in accordance with the instructions given to him.

If neither an intermediary within the meaning of Section 67a para. 4 AktG (e.g. a bank) nor a shareholders' association nor a proxy advisor nor a person within the meaning of Section 135 para. 8 AktG is authorised, the proxy must be issued in text form (Section 126b BGB) in accordance with Section 134 para. 3 sentence 3 AktG. The revocation of such a proxy and proof of authorisation to the company must also be in text form (Section 126b BGB) in accordance with Section 134 (3) sentence 3 AktG. Shareholders who wish to authorise a third party are requested to use the form provided by the company with the AGM ticket to grant the proxy. The proxy authorisation form will also be sent to shareholders at any time upon written request and is also available on the website of CTS Eventim AG & Co. KGaA at https://corporate.eventim.de/en/investor-rela-tions/general-meeting/,under 'Annual General Meeting 2024'.

If an intermediary within the meaning of Section 67a (4) AktG, a shareholders' association, a voting rights advisor or another person within the meaning of Section 135 (8) AktG is authorised, the above regulations for the form of granting, revoking and proving the power of attorney do not apply. The institutions or persons to be authorised may require a special form of power of attorney because they must record the power of attorney

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in a verifiable manner. Please agree on a possible form of power of attorney with the person to be authorised in good time. However, a breach of this special form of proxy and certain other requirements specified in Section 135 AktG for the authorisation of an intermediary within the meaning of Section 67a (4) AktG, a share- holders' association, a voting rights advisor or another person within the meaning of Section 135 (8) AktG does not impair the effectiveness of the vote in accordance with Section 135 (7) AktG.

Proof of authorisation must be received by the company at the following address by no later than 12 May 2024,

18:00 CEST:

CTS Eventim AG & Co. KGaA c/o HV-Management GmbH P.O. Box 420133

68280 Mannheim

Fax: [phone]

E-mail:[e-mail]

The same applies to the transmission of the revocation of an authorisation transmitted in this way and its amendment.

1. Exercise of voting rights by the company proxy

Shareholders who wish to authorise the proxy appointed by the company must also register for the Annual General Meeting in accordance with the above requirements. In addition, you must issue instructions to the proxy on how the voting right is to be exercised for each individual item on the agenda. The authorisation is invalid if the relevant instructions are not issued. The proxy must vote in accordance with the instructions given; if the instructions are not clear, the proxy appointed by the company must abstain from voting on the relevant agenda item. The proxy will only exercise the voting right and will not exercise any further rights such as the right to ask questions or propose motions. If you wish to make use of this option, you can do so in writing (also by fax and e-mail) using the form printed on the AGM ticket. Further details can also be found on the AGM ticket. Shareholders who wish to authorise the proxy nominated by the company prior to the Annual General Meeting are requested to send the powers of attorney and instructions to the following address by 12 May

2024, 18:00 CEST at the latest (date of receipt by the company) in order to facilitate the organisation:

CTS Eventim AG & Co. KGaA c/o HV-Management GmbH P.O. Box 420133

68280 Mannheim

Fax: [phone]

E-mail:[e-mail]

If a shareholder authorises more than one person, the company may reject one or more of them in accordance with Section 134 (3) sentence 2 AktG.

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