Elumeo : Invitation to the Annual General Meeting

elumeo SE

Berlin

Securities Identification (WKN): A11Q05

ISIN: DE000A11Q059

Invitation to the Ordinary Annual General Meeting

We hereby invite our shareholders to the ordinary Annual General Meeting of elumeo SE, which will take place on

Friday, June 23, 2023, at 10:00 a.m. (CEST),

in the premises of Juwelo Deutschland GmbH, Portal 3b, 3rd floor,

Erkelenzdamm 59/61, 10999 Berlin.

AGENDA

1. Presentation of the approved annual financial statements of elumeo SE and the ap- proved consolidated financial statements as of December 31, 2022, the management report of elumeo SE and the group management report (including the explanatory report on the information pursuant to §§ 289a, 315a HGB) as well as the report of the Administrative Board for the financial year 2022

The aforementioned documents are accessible on the company's website at www.elumeo.com/in- vestor-relations/annual-general-meeting and are available for inspection by shareholders at the company's business premises (Erkelenzdamm 59/61, 10999 Berlin). Upon request, each shareholder will be provided with a free copy. Furthermore, the aforementioned documents will be available for inspection by shareholders at the Annual General Meeting.

In accordance with the statutory provisions, no resolution by the Annual General Meeting is provided for under this agenda item 1, as the Administrative Board has already approved the annual and consolidated financial statements for the financial year 2022 submitted by the managing directors and the annual financial statements for the financial year 2022 are thus determined in accordance with Art. 9 (1) lit. c) i) of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company (SE) (hereinafter also "SE Regulation") in conjunction with § 47

1. sentence 1 SEAG.
   2. Resolution on the discharge of the members of the Administrative Board for the fi- nancial year 2022

The Administrative Board proposes to grant discharge to the members of the Administrative Board who were in office during the financial year 2022 for this period.

It is intended to have the Annual General Meeting decide on the discharge of the members of the Administrative Board by way of individual discharge.

3. Resolution on the discharge of the managing directors for the financial year 2022

The Administrative Board proposes to grant discharge to the managing directors who were in office during the financial year 2022 for this period.

It is intended to have the Annual General Meeting decide on the discharge of the managing directors by way of individual discharge.

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4. Election of the auditor and group auditor for the financial year 2023 and for the audit review of the half-year financial report as of June 30, 2023 and the quarterly reports 2023, if commissioned

Based on the recommendation of its Audit Committee, the Administrative Board proposes to elect Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Dom- straße 15, 20095 Hamburg, as auditor and group auditor for the financial year 2023 and - if commissioned - for the audit review of the half-year financial report as of June 30, 2023 and the quarterly reports 2023.

The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause restricting its choice in the sense of Art. 16 (6) of the EU Audit Regulation has been imposed on it.

• 1. Resolution on the approval of the remuneration report for the financial year 2022
• 120a (4) sentence 1 AktG in the version of the Act to Implement the Second Shareholders' Rights Directive (ARUG II) provides that the Annual General Meeting of the listed company decides on the approval of the remuneration report prepared and audited pursuant to § 162 AktG for the pre- ceding financial year.
  The remuneration report of elumeo SE for the financial year 2022, prepared in accordance with § 162 AktG and audited by Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, is printed in its entirety, including the auditor's report on the audit of the remuneration report, under item II. "Re- muneration Report 2022". It is also accessible from the day of convening the Annual General Meet- ing on the company's website at www.elumeo.com/investor-relations/hauptversammlung.
  The Administrative Board and the managing directors propose to adopt the following resolution: "The remuneration report of elumeo SE for the financial year 2022, prepared and audited in ac- cordance with § 162 AktG, is approved."
• 1. Resolution on the amendment of the Articles of Association of elumeo SE for the implementation of virtual Annual General Meetings

According to § 118a (1) sentence 1 AktG in the version of the law of 27.07.2022 on the introduction of virtual Annual General Meetings of stock corporations and amendment of cooperative as well as insolvency and restructuring law provisions, the Articles of Association may provide or authorize the Board of Directors to provide that the meeting is held without the physical presence of the shareholders or their proxies at the location of the Annual General Meeting (virtual Annual General Meeting). If provisions or authorizations made pursuant to § 118a (1) sentence 1 AktG are created by an amendment to the Articles of Association, the provision may, according to § 118a (5) No. 1 AktG in the version of the law of 27.07.2022 on the introduction of virtual Annual General Meetings of stock corporations and amendment of cooperative as well as insolvency and restructuring law provisions, provide for the holding of virtual Annual General Meetings for a period of up to five years after registration of the amendment to the Articles of Association, and the authorization of the Board of Directors may, according to § 118a (5) No. 2 AktG in the version of the law of 27.07.2022 on the introduction of virtual Annual General Meetings of stock corporations and amendment of cooperative as well as insolvency and restructuring law provisions, be granted for a period of up to five years after registration of the amendment to the Articles of Association.

If a virtual Annual General Meeting is held on the basis of a provision or authorization pursuant to

• 118a (1) sentence 1 AktG in the version of the law of 27.07.2022 on the introduction of virtual Annual General Meetings of stock corporations and amendment of cooperative as well as insol- vency and restructuring law provisions, the following conditions must be met in accordance with § 118a (1) sentence 2 AktG in the version of the law of 27.07.2022 on the introduction of virtual Annual General Meetings of stock corporations and amendment of cooperative as well as insol- vency and restructuring law provisions:

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1. the entire meeting is broadcasted with audio and video,
2. the exercise of voting rights by shareholders is possible by electronic communication, in partic- ular through electronic participation or electronic postal voting, as well as by granting proxy,
3. shareholders who are electronically connected to the meeting are granted the right to submit proposals and nominations by video communication during the meeting,
4. shareholders are granted a right to information pursuant to § 131 AktG by electronic communi- cation,
5. if the Board of Directors makes use of the possibility under § 131 (1a) sentence 1 AktG, the report of the Board of Directors or its essential content is made available to the shareholders no later than seven days before the meeting,
6. shareholders are granted the right to submit statements pursuant to § 130a (1) to (4) AktG by electronic communication,
7. shareholders who are electronically connected to the meeting are granted a right to speak at the meeting by video communication pursuant to § 130a (5) and (6) AktG,
8. shareholders who are electronically connected to the meeting are granted a right to object to a resolution of the Annual General Meeting by electronic communication.
   According to Art. 53, 54 (2) SE-VO, § 121 (2) sentence 1 AktG in conjunction with § 22 (6) SEAG, the Administrative Board is responsible for convening the Annual General Meeting in the case of an SE with a monistic management structure. According to 22 (6) SEAG, legal provisions that as- sign rights or duties to the Board of Directors or the Supervisory Board of a stock corporation out- side the SEAG shall apply analogously to the Administrative Board, insofar as there are no special provisions for the Administrative Board and for managing directors in this Act.
   The Administrative Board and the managing directors propose to insert the following new para- graph 4 in § 18 of the Articles of Association of elumeo SE (place and convening), maintaining the Articles of Association in all other respects:
   "The Administrative Board is authorized to hold Annual General Meetings without the physical pres- ence of shareholders or their proxies at the location of the Annual General Meeting (virtual Annual General Meeting) until 23.06.2028. If a virtual Annual General Meeting is held, the applicable con- ditions pursuant to § 118a (1) sentence 2 AktG for a virtual Annual General Meeting must be met."
   FURTHER INFORMATION AND NOTES COMPOSITION OF THE BOARD OF DIRECTORS
   In accordance with § 124 (2) sentence 1 AktG (German Stock Corporation Act), it is pointed out that the Board of Directors of the Company is composed only of shareholder representatives elected by the Annual General Meeting, according to Art. 43 (2) SE-VO and Art. 43 (3) SE-VO in conjunction with § 23 SEAG and § 24 (1) SEAG. The Annual General Meeting is not bound by nominations.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE TIME OF CONVOCATION OF THE ANNUAL GENERAL MEETING

At the time of the convocation of the Annual General Meeting, the Company has issued 5,677,420 bearer shares without par value. Each share entitles the holder to one vote. The total number of voting rights is therefore 5,677,420. The Company does not hold any treasury shares at the time of the convocation.

CONDITIONS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING AND FOR THE EXERCISE OF VOTING RIGHTS

Only those shareholders who have registered in due time and have provided proof of their entitlement to participate and to exercise voting rights are entitled to participate in the Annual General Meeting and to exercise their voting rights. For this purpose, a written or electronic proof of share ownership in German or English language issued by the custodian bank is sufficient. The proof of share ownership must refer to the beginning of the twenty-first day before the Annual General Meeting, which is Friday, June 2, 2023, 00:00 (CEST) ("Record Date").

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The registration and proof of share ownership must be received by the Company in text form (§ 126b BGB) no later than June 16, 2023, 24:00 (CEST) at the following address, fax number, or e- mail address:

elumeo SE

c/o UBJ. GmbH Haus der Wirtschaft Kapstadtring 10 22297 Hamburg Fax: [phone] E-Mail: [e-mail]

After timely receipt of the registration and proof of share ownership, admission tickets for the Annual General Meeting will be sent to the shareholders. To ensure timely receipt of the admission tickets, shareholders are requested to request an admission ticket from their custodian bank as early as possible. The required registration and proof of relevant share ownership will then be made by the custodian bank.

SIGNIFICANCE OF THE RECORD DATE

In relation to the Company, only those who have provided proof of share ownership on the Record Date are considered shareholders for the purpose of participating in the meeting and exercising voting rights. The entitlement to participate and the scope of voting rights are determined exclusively by the share ownership on the Record Date. The Record Date does not entail a lock-up period for the transferability of the share ownership. Even in the case of complete or partial disposal of the share ownership after the Record Date, the entitlement to participate and the scope of voting rights are exclusively determined by the share ownership on the Record Date, i.e., disposals of shares after the Record Date have no effect on the entitlement to participate in the Annual General Meeting and on the scope of voting rights. However, it should be noted that according to § 405 paragraph 3 no. 1 AktG*, it is an administrative offense to use shares of another person, whom he is not authorized to represent, without their consent for the exercise of rights in the Annual General Meeting. Likewise, the acquisition of shares in the Company after the Record Date does not change the participation and voting rights. Anyone who does not own shares on the Record Date and only becomes a shareholder afterwards is not entitled to participate and vote on the basis of these shares. The Record Date has no significance for any potential dividend entitlement.

• The provisions of the German Stock Corporation Act apply to elumeo SE according to Art. 9 paragraph 1 lit. c) ii), Art. 10, and Art. 53 of the SE-VO, unless otherwise specified in special provi- sions of the SE-VO.

VOTING BY A PROXY APPOINTED BY THE COMPANY

Shareholders also have the option of having their voting rights exercised in the Annual General Meeting in accordance with their instructions by the company-appointed,instruction-bound proxies, Kerstin Müller, Berlin, and Dominique Fox, Berlin. In this case as well, the shareholder must register for the Annual General Meeting in a timely and proper manner and provide proof of their share ownership on the Record Date.

The company-appointed proxies will vote on the basis of the authorization granted by the shareholders in accordance with the instructions given by them on the individual agenda items. The company's proxies are not subject to any instructions from elumeo SE when exercising their voting rights. In the case of unclear instructions, the company-appointed proxies must abstain from voting on the relevant agenda item. The company's proxies may not exercise the voting right in votes for which the subject matter was not known in advance of the Annual General Meeting (e.g., procedural motions). In these cases, they will abstain from voting or not participate in the vote. The same applies to voting on a counterproposal without explicit instructions. The company's proxies do not

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accept powers of attorney to object to resolutions of the Annual General Meeting, to exercise the right to speak and ask questions, or to submit proposals.

Granting and revoking a power of attorney to the company-appointed proxies and giving instructions to them requires at least the text form (§ 126b BGB). Shareholders who wish to grant a power of attorney to the company-appointed proxies can use a proxy/instruction form available for download at www.elumeo.com/investor-relations/annual-general-meeting. The proxy/instruction form can also be requested free of charge from the company. There is no obligation to use the form provided by the company for granting authorization or giving instructions to the company's proxies.

Power of attorney and instructions to the company's proxies must be received by the company for organizational reasons no later than June 22, 2023, 16:00 (CEST), at least in text form (§ 126b BGB) at the following address, fax number, or e-mail address:

elumeo SE

c/o UBJ. GmbH Haus der Wirtschaft Kapstadtring 10 22297 Hamburg Fax: [phone] E-Mail: [e-mail]

Alternatively, the power of attorney and instructions can be handed over to the proxies during the Annual General Meeting.

SHAREHOLDER RIGHTS

Adding items to the agenda at the request of a minority according to Art. 56 sentence 2 and sentence 3 SE-VO, § 50 paragraph 2 SEAG, § 122 paragraph 2 AktG

Shareholders whose shares together reach five percent of the share capital (corresponding to 283,871 shares) or the pro-rata amount of EUR 500,000.00 (corresponding to 500,000 shares) may request that items be added to the agenda of the Annual General Meeting and be announced. This quorum is required according to Art. 56 sentence 2 and sentence 3 SE-VO in conjunction with

• 50 paragraph 2 SEAG for requests for additional items on the agenda of a European Company (SE). § 50 paragraph 2 SEAG corresponds in content to the regulation of § 122 paragraph 2 sen- tence 1 AktG.

For each new item on the agenda, such a request must be accompanied by a justification or a draft resolution. A 90-day prior holding period of the mentioned minimum shareholding is not a prerequisite for a request to add items to the agenda of an SE according to § 50 paragraph 2 SEAG. The request must be submitted in writing to the Board of Directors of the Company and must be received by the Company at least 30 days before the Annual General Meeting, i.e., no later than May 23, 2023, 24:00 (CEST). We ask that you send any such requests to the following address:

elumeo SE

- The Board of Directors - Attention: Ms. Cordula Warmuth Erkelenzdamm 59/61

10999 Berlin

Requests for additions to the agenda that require publication will be published immediately upon receipt of the request in the Federal Gazette and forwarded for publication to such media where it can be assumed that they will distribute the information throughout the European Union. They will