GP Bullhound Acquisition I : General Meeting GP Bullhound - Convening Notice

GP Bullhound Acquisition I SE

Société européenne

Registered office: 9, rue de Bitbourg,

L-1273 Luxembourg, Grand Duchy of Luxembourg

R.C.S. Luxembourg: B254083

(the "Company")

CONVENING NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY

TO BE HELD ON 4 MAY 2023 AT 4:00 P.M. CEST

AT ARENDT & MEDERNACH SA, 41, AVENUE JOHN F. KENNEDY, L-2082 LUXEMBOURG, GRAND

DUCHY OF LUXEMBOURG

All shareholders of the Company (the "Shareholders") are hereby given notice by the board of directors of the Company (the "Board") that an extraordinary general meeting of the shareholders of the Company (the "Extraordinary General Meeting") is to be held on Thursday, 4 May 2023 at 4:00 p.m. CEST at Arendt & Medernach SA, 41, Avenue John F. Kennedy, L-2082 Luxembourg, Grand Duchy of Luxembourg, to vote on the below agenda.

Shareholders may refer to the section B. "Availability of the documentation, attendance and voting procedure" in this convening notice for further information.

1. AGENDA AND PROPOSED RESOLUTION FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY
2. 1. Decision to extend the deadline by which the Consummation (as defined in the articles of association of the Company) shall occur in accordance with the articles of association of the Company by three (3) additional months.
      The Board proposes that the extraordinary general meeting of the Company decides to extend the deadline by which the Consummation (as defined in the articles of association of the Company) shall occur in accordance with the articles of association of the Company by three (3) additional months.
   2. Miscellaneous.
3. AVAILABILITY OF THE DOCUMENTATION, ATTENDANCE AND VOTING PROCEDURE
4. 1. Available information and documentation

This convening notice is to be published in the RESA (Recueil Electronique des Sociétés et Associations), the Luxembourg newspaper Tageblatt, and other media (as may reasonably be relied upon for the effective dissemination of information throughout the European Economic Area and in a manner ensuring fast access to it on a non-discriminatory basis) as well as separately dispatched by regular mail or, if agreed with the respective addressee, by e-mail to

(i) the members of the Board, (ii) the independent auditor and (iii) the registered Shareholders.

The following information is available on the Company's website at https://www.gpbullhound.com/investments/spac-acquisition-i-seand at the Company's registered office in Luxembourg on the day of publication of this convening notice in the Luxembourg official gazette (Recueil Electronique des Sociétés et Associations) and until the day of the Extraordinary General Meeting:

• this convening notice for the Extraordinary General Meeting;
• the total number of shares and attached voting rights issued by the Company as of the date of this convening notice;
• the full text of any document to be made available by the Company at the Extraordinary General Meeting;
• the full text of the draft resolutions in relation to each of the items included in the agenda to be adopted at the Extraordinary General Meeting;
• the In-Person Attendance Declaration (as defined below) form;
• the Proof of Holding (as defined below) form; and
• the proxy and voting form.

Shareholders may obtain without charge a copy of the full text of any of the above documents, and copies of the Proof of Holding form, the In-Person Attendance Declaration form and the proxy and voting form upon request to the Company's Agent at [e-mail] download them from www.abnamro.com/evotingor from the Company's website at https://www.gpbullhound.com/investments/spac-acquisition-i-se.

2) Quorum and majority requirements

There are no quorum requirements for the proposed resolution to be passed which is adopted by a simple majority of the votes validly cast, regardless of the portion of capital represented.

Abstentions and nil votes shall not be taken into account.

3) Share capital and voting rights

At the time of convening the Extraordinary General Meeting, Company's share capital is set at four million eighty-six thousand nine hundred twenty-five euro and seventy-six cent (EUR 4,086,925.76), represented by:

2/7

1. two hundred twenty million (220,000,000) class A shares and
2. seven million fifty-one thousand four hundred thirty (7,051,430) class B shares (composed of two million six hundred and fourteen thousand six hundred and seventy (2,614,670) Class B1 Shares, one million three hundred and seven thousand three hundred and thirty-two (1,307,332) Class B2 Shares, one million three hundred and seven thousand three hundred and thirty-two (1,307,332) Class B3 Shares, one million three hundred and seven thousand three hundred and thirty-two (1,307,332) Class B4 Shares and five hundred and fourteen thousand seven hundred and sixty-four (514,764) Class B5 Shares).

Each share entitles the holder to one vote.1

1. Requirements for participating in the Extraordinary General Meeting and exercising voting rights

4.1. Contact details of the Agent

The contact details of the centralizing agent duly mandated by the Company (the "Agent") to receive (i) the Proof of Holding form, (ii) the In-Person Attendance Declaration (where applicable) (all as defined below), (iii) the proxy and voting form and any questions about the Extraordinary General Meeting pursuant to this convening notice are as follows:

ABN AMRO Bank N.V.

Equity Capital Markets / Corporate Broking HQ 7212 Gustav Mahlerlaan 10

NL-1082 PP Amsterdam, The Netherlands [e-mail]

[phone]

4.2. Language

The Extraordinary General Meeting will be held in English. (i) The Proof of Holding form, (ii) the In-Person Attendance Declaration (all as defined below) and (iii) the proxy and voting form, if applicable, shall be provided by the Shareholders in English.

4.3. Record date and proof of holding

The rights of a Shareholder to participate in the Extraordinary General Meeting and to vote shall be determined with respect to the shares held by that Shareholder on 20 April 2023 at 00:00 CEST (the "Record Date"). Any transferee having become owner of any shares after the Record Date has no right to vote at the Extraordinary General Meeting.

1 At the time of convening the Extraordinary General Meeting, 200,390,000 shares are held by the Company in treasury and the related voting rights are suspended. The amount of treasury shares to be held by the Company on the Record Date may vary.

3/7

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"). To participate in and vote at the Extraordinary General Meeting (regardless the manner they wish to participate, either by attendance in person, by representation through proxy or voting by correspondence), the Proof of Holding shall be submitted to the Agent by e-mail at [e-mail] to the Company by mail at its registered office within the period from the Record Date until 1 May 2023 at 17:00 CEST.

Proof of Holding form is provided on the website of the Company (https://www.gpbullhound.com/investments/spac-acquisition-i-se) which may be used.

4.4. Attendance and voting

Shareholders may exercise their voting rights at the Extraordinary General Meeting, as applicable, in one of the following manners, as further described below:

1. by attending the meeting in person;
2. by appointing a proxy representative, in the manner described below; or
3. by voting by correspondence, in the manner described below.

The Board considers that Shareholders who provide proof of their shareholding on the Record Date and submit their voting form as set forth in section 4.4.3. or provide a proxy as set forth in section 4.4.2. of the present convening notice do not have to undertake other formalities to comply with the obligation set out in Art. 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 by no later than 1 May 2023 at 17:00 CEST as set forth in section 4.4.1.

4.4.1. Attendance in person

The intention of a Shareholder to participate in person in the Extraordinary General Meeting (the "In-PersonAttendance Declaration") shall be notified by such Shareholder to the Agent by e-mail at [e-mail] later than 1 May 2023 at 17:00 CEST. In-Person Attendance Declaration forms are provided on the website of the Company (https://www.gpbullhound.com/investments/spac-acquisition-i-se) which may be used.

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

Shareholders will have the opportunity to vote in person in the manner further specified at the Extraordinary General Meeting.

4/7

4.4.2. Representation through proxy

In the event that a Shareholder appoints another person, shareholder or not, as his proxy to vote on his behalf, the completed and executed proxy must be submitted to the Agent by e- mail at [e-mail] later than 1 May 2023 at 17:00 CEST.

Proxy forms provided on the website of the Company (https://www.gpbullhound.com/investments/spac-acquisition-i-se) may be used and if used, only signed proxy forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or duly signed electronically). One person may represent more than one shareholder.

Shareholders having submitted a proxy form but who wish to revoke such proxy form may do so by timely providing a later dated proxy form or cancelling the proxy form in writing to the Agent by e-mail.

If the Agent receives more than one proxy form from a Shareholder, only the last proxy form received by the Agent no later than 1 May 2023 at 17:00 CEST will be considered.

4.4.3. Voting by correspondence

Shareholders who do not wish to participate in person or to be represented through a proxy may vote through a voting form in the Extraordinary General Meeting. The voting form must be submitted to the Agent by e-mail at [e-mail] later than 1 May 2023 at

17:00 CEST.

Voting forms provided by the Company on its websitehttps://www.gpbullhound.com/investments/spac-acquisition-i-semay be used and if used, only signed voting forms will be taken into account (including for the avoidance of doubt, signed pursuant to a valid, legal and binding power of attorney and/or duly signed electronically).

Shareholders having submitted a voting form but who wish to revoke such voting form may do so by timely providing a later dated voting form or cancelling the voting form in writing to the Agent by e-mail.

If the Agent receives more than one voting form from a Shareholder, only the last voting form received by the Agent no later than 1 May 2023 at 17:00 CEST will be considered.

Electronical access

Alternatively, Shareholders can electronically access www.abnamro.com/evotingand follow the registration steps to fill in a voting form no later than 1 May 2023 at 17:00 CEST.

5) Submission of revised agenda

5/7