Jumia Technologies : Report of the Management Board on agenda item 9 (Resolution on the cancellation of the existing Authorized Capital 2023/I and the creation of a new authorized capital with the exclusion of the subscription rights and with the authorization for the exclusion of subscription rights as well as on the corresponding amendment to the Articles of Association)

Annual General Meeting of Jumia Technologies AG on 27 June 2024

CONVENIENCE TRANSLATION

Report of the Management Board on agenda item 9 (Resolution on the cancellation of the existing Authorized Capital 2023/I and the creation of a new authorized capital with the exclusion of the subscription rights and with the authorization for the exclusion of subscription rights as well as on the corresponding amendment to the Articles of Association)

Under agenda item 9 of the Annual General Meeting on 27 June 2024, the Management Board and Supervisory Board propose to cancel the existing Authorized Capital 2023/I and to create a new authorized capital. Pursuant to section 203(2), sentence 2 of the German Stock Corporation Act in conjunction with section 186(4) sentence 2 of the German Stock Corporation Act, the Management Board presents the following report to the Annual General Meeting on the reasons for the authorization to exclude shareholders' subscrip- tions rights when issuing new shares under the proposed new authorized capital:

The Annual General Meeting of the Company on 14 August 2023 authorized the Management Board of the Company to increase, in accordance with section 4(2) of the articles of association of the Company, the share capital of the Company until 13 August 2028, once or repeatedly and each time with the consent of the Supervisory Board, by a total amount of up to EUR 101,138,683.00 by issuing up to 101,138,683 no-par value bearer shares against contributions in cash and/or in kind, including claims against the Company ("Authorized Capital 2023/I").

The Authorized Capital 2023/I was partially utilized to fulfil acquisition rights (option rights) granted by the Company (or one of its legal predecessors) prior to the conversion of the Company into a stock corporation to current and/or former managing directors and/or employees of the Company and/or its direct and indirect subsidiaries and to service providers, supporters or business partners of the Company and/or its direct and indirect subsidiaries ("Old Option Rights") and to settle claims from the virtual participation programs, namely the Virtual Restricted Stock Unit Program 2021 ("VRSUP 2021") and the Virtual Restricted Stock Unit Program 2023 ("VRSUP 2023", together the "Virtual Participation Programs "). Following such partial utilization, the Authorized Capital 2023/I now still exists in an amount of EUR 98,945,871.00.

The new authorized capital proposed under agenda item 9 of the Annual General Meeting on 27 June 2024 shall renew the existing authorization. The creation of the new authorized capital will not increase the overall volume of the Company's authorized capital from its current level. Rather, the new authorized capital would maintain the current volume of the existing Authorized Capital 2023/I in an amount of EUR 98,945,871.00.

Taking into account a change in German law by the German Act on the Financing of Future -Proof Investments (Zukunftsfinanzierungsgesetz), the proposed new authorized capital would implement one important change: in line with the current law, it will increase the limit for the exclusion of shareholders' subscription rights to 20% of the share capital for capital increases against cash contributions at an issue price not significantly lower than the stock market price. A corresponding authorization is already included under the Authorized Capital 2023/I in the amount of 10 % of the share capital as permitted by law before the amendment to the law in accordance with section 4(2) sentence 7 third bullet

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of the Articles of Association. As part of the new creation of authorized capital, the company shall in future be granted the greater flexibility introduced by the amendment to the law for capital increases against cash contributions.

Insofar, it is proposed that the Annual General Meeting on 27 June 2024 authorizes the Management Board until 26 June 2029 (inclusive) to increase, once or repeatedly and each time with the consent of the Supervisory Board, the share capital of the Company by a total amount of up to EUR 98,945,871.00 through the issuance of up to 98,945,871 new no-par value bearer shares against contributions in cash and/or in kind, including claims against the Company ("Authorized Capital 2024/I").

The creation of the Authorized Capital 2024/I serves to ensure, among other things, that the Company can preserve liquidity and settle the claims under the Virtual Participation Programs at its discretion by issuing shares in the future. Given that all Old Option Rights have now been fulfilled, the existing authorization to issue shares in the Company to fulfill Old Option Rights is not to be adopted for the new authorized capital and is to be deleted without replacement.

Under the Authorized Capital 2024/I, shareholders shall generally be granted subscription rights to newly issued shares. However, in line with the existing Authorized Capital 2023/I, the shareholders' subscription rights shall be excluded to settle, at the discretion of the Company, the claims from the VRSUP 2021 by issuing a maximum amount of 5,068,510 shares and the claims from the VRSUP 2023 by issuing a maximum amount of 6,422,600 shares.

In these cases, the pro rata amount of the share capital attributable to the new shares issued may not exceed 10 % of the share capital of the Company existing at the time of the adoption of the resolution on the Authorized Capital 2024/I or, if this amount is lower, existing at the time of the exercise of the Authorized Capital 2024/I. Towards this 10 %- limit shall count the pro-rata amount of the share capital attributable to any shares that were issued or transferred from authorized capital, conditional capital or from treasury shares to members of the Management Board of the Company and employees of the Company, as well as members of the management and employees of companies affiliated with the Company within the meaning of section 15 of the German Stock Corporation Act or their investment vehicles to settle claims under participation programs since the resolution on the Authorized Capital 2024/I was adopted.

The exclusion of shareholders' subscription rights in this context is in the shareholders' interest as it allows the Company to attract and retain competent and dedicated individuals as employees of the Company and its subsidiaries and to align their interests with the interests of the shareholders to increase the value of the Company. Furthermore, the Company is given an option to settle claims in equity instead of cash which preserves liquidity at the Company and provides for ongoing alignment of interests. At the same time, the number of shares which may be issued without subscription rights for existing shareholders is limited to the volume of the Virtual Participation Programs and also overall to 10 % of the share capital of the Company existing at the time of the creation of the Authorized Capital 2024/I taking into account other issuances to settle claims under participation pro- grams. In light of this, the exclusion of shareholders' subscription rights in these situations is objectively justified and proportionate considering the Company's and the shareholders' interests as well as purpose and means.

Further and in each case in accordance with the current authorization under the Authorized Capital 2023/I, the Management Board is to be authorized to exclude shareholders'

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subscription rights with the consent of the Supervisory Board for one or more capital increases in the context of the Authorized Capital 2024/I as follows:

• The Management Board shall, with the consent of the Supervisory Board, be able to exclude fractional amounts from the subscription right. The objective of this market- standard exclusion of subscription rights is to simplify the procedure for an issue with shareholders' subscription rights, as this would permit a technically feasible sub- scription ratio. Typically, for each shareholder the fractional amount's value is low, and therefore the possible dilution effect should be considered low as well. In con- trast, the cost for the Company of an issue without such exclusion is significantly higher. Therefore, the exclusion improves the feasibility and ease of implementation of an issue. Shares for which shareholders' fractional subscription rights are ex- cluded will either be sold on the market or otherwise used in the Company's best interest. For these reasons, the Management Board and the Supervisory Board con- sider the possible exclusion of the subscription rights to be in the best interests of the Company and its shareholders as well as objectively justified and proportionate considering the Company's and the shareholders' interests.
• The Management Board shall, with the consent of the Supervisory Board, be able to exclude the subscription right to the extent necessary to grant holders or creditors of convertible bonds, options, profit rights and/or profit bonds (or combinations of these instruments) (hereinafter together "Bonds") with conversion or option rights, or conversion or option obligations, and which were or will be issued by the Company or a direct or indirect subsidiary, subscription rights to new no-par value bearer shares of the Company in the amount to which they would be entitled as sharehold- ers after the exercise of the option or conversion rights, or after fulfilment of the conversion or option obligations or to the extent the Company exercises with regard to such Bonds its right to grant, totally or in part, shares of the Company in lieu of payment of the amount due.
  Such Bonds' terms and conditions regularly provide for a protection against dilution which grants holders or creditors a subscription right to new shares in subsequent share issues and certain other measures. They are thus placed in the same position as if they were already shareholders. In order to provide the Bonds with such pro- tection against dilution, the shareholders' subscription rights to these shares must be excluded. This will facilitate the placement of the Bonds and thus serve the inter- ests of the shareholders in an optimal financial structure of the Company. In addition, the exclusion of shareholders' subscription rights in favor of the holders or creditors of Bonds has the advantage that, if the authorization is exercised, the option or con- version price for the holders or creditors of existing Bonds does not need to be re- duced in accordance with the respective terms of the Bonds. This enables a higher inflow of cash and is therefore in the interest of the Company and its shareholders.
• The subscription right can further be excluded in the case of cash capital increases, provided that the issue price of the new shares is not significantly lower than the stock exchange price and that the pro rata amount of the share capital attributable to the new shares from such capital increase does not exceed a total of 20 % of the share capital of the Company (simplified exclusion of subscription rights in accord- ance with section 186(3) sentence 4 of the German Stock Corporation Act).
  This authorization is in line with the change in law providing for more flexibility for cash capital increases as outlined above and allows the Company to flexibly react to favorable capital market situations and be able to very quickly place the new

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shares, i.e., without the need for a subscription offer lasting at least two weeks. The exclusion of subscription rights makes it possible to act very quickly and perform placements close to the stock market price, i.e., without the reduction that is usual in the case of a subscription issue. This creates the basis for reaching the highest possible sale amount and the greatest possible strengthening of own resources. Authorizing the simplified exclusion of subscription rights is objectively justified not lastly by the fact that a higher cash inflow can often be generated.

The pro rata amount of the share capital attributable to the new shares issued under the exclusion of subscription rights in accordance with section 186(3) sentence 4 of the German Stock Corporation Act, must not exceed a total of 20 % of the share capital of the Company, whether at the time the Authorized Capital 2024/I comes into effect or - in case such amount is lower - is exercised. Towards this threshold of 20 % of the share capital shall also count the pro-rata amount of the share capital attributable to any shares (i) that are sold during the term of the Authorized Capital 2024/I on the basis of an authorization to sell treasury shares pursuant to section 71(1) no. 8 sentence 5 second half sentence in conjunction with section 186(3) sentence 4 of the German Stock Corporation Act subject to the exclusion of share- holders' subscription rights; (ii) that are issued to satisfy Bonds with conversion or option rights, or conversion or option obligations, provided that such Bonds were issued in analogous application of section 186(3) sentence 4 of the German Stock Corporation Act during the term of the Authorized Capital 2024/I subject to the exclusion of the shareholders' subscription rights; or (iii) that are issued during the term of the Authorized Capital 2024/I on the basis of other authorized capital, provided that such shares are issued subject to the exclusion of the shareholders' subscription rights pursuant to section 203(2) sentence 1 in conjunction with section 186(3) sentence 4 of the German Stock Corporation Act or on the basis of other capital measures subject to the exclusion of the shareholders' subscription rights in analogous application of section 186(3) sentence 4 of the German Stock Corporation Act.

The simplified exclusion of subscription rights requires that the issue price of the new shares is not significantly below the stock market price. Any deduction from the current stock market price or a volume-weighted stock market price during a reasonable number of trading days prior to establishing the final issue price will likely not exceed the corresponding stock market price, as represented by American Depositary Shares traded at the New York Stock Exchange ("ADS"), by more than approx. 5 %, subject to special circumstances in individual cases. This also meets the protection needs of shareholders regarding a value based dilution of their participation. By establishing the issue price close to the stock market price, we ensure that the value any subscription right were to have would remain very low. Shareholders may maintain their relative participation via an additional purchase of ADS on the stock market which may be exchanged into shares at any time subject to the details of the depository agreement for the ADS.

• The subscription right can also be excluded when issuing shares for contributions in kind. In particular, the Company shall continue to be able to acquire companies, businesses, parts of companies, interests in companies or other assets, including claims against the Company or any of its group companies, or to satisfy Bonds is- sued for contributions in kind in order to strengthen its competitiveness and maxim- ize its earnings power and enterprise value.
  Practice shows that the shareholders of attractive companies sometimes have a strong interest in acquiring no-par value shares of the Company as consideration

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(e.g., to maintain a certain degree of influence on the acquired company or the object of the contribution in kind). From the point of view of an optimal financing structure, the possibility of providing the consideration not only in cash but also or solely in shares is also supported by the fact that, to the extent that new shares can be used as consideration for acquisitions, the liquidity of the company is preserved and borrowing is avoided, while the sellers participate in future company development. This leads to an improvement in the Company's competitive position in acquisitions.

The possibility of using shares of the Company as consideration for acquisitions gives the Company the necessary room for maneuver to seize such opportunities quickly and flexibly and enables it to acquire even larger companies in return for shares. It must be possible to exclude shareholders' subscription rights for both. Since such acquisitions often have to be made at short notice, it is important that they are not resolved by the Annual General Meeting, which only takes place once a year, or an extraordinary general meeting, both of which can only be convened after significant notice periods. Authorized capital is required, which the Management Board can quickly access with the approval of the Supervisory Board.

The same applies accordingly to the servicing of conversion or option rights or conversion or option obligations from bonds which are also issued for the purpose of acquiring companies, businesses, parts of companies, interests in companies or other assets, including claims against the Company or any of its group companies, excluding the subscription right of shareholders. The new shares will be issued against contributions in kind, either in the form of the bond to be contributed or in the form of the contribution in kind made on the bond. This increases the Company's flexibility in servicing the conversion or option rights or conversion or option obliga- tions. The offer of bonds instead of or in addition to the granting of shares or cash benefits can be an attractive alternative which, due to its additional flexibility, increases the Company's competitive chances in acquisitions.

If opportunities arise to acquire companies, businesses, parts of companies, interests in companies or other assets, including claims against the Company or any of its group companies, the Management Board will in each case carefully examine whether it should make use of the authorization to increase capital by granting new shares. In particular, this also includes examining the valuation ratio between the Company and the acquired equity interest or other assets and determining the issue price of the new shares and the further conditions of the share issue. The Management Board will only use the new Authorized Capital 2024/I if it is convinced that the respective acquisitions of companies, businesses, parts of companies, interests in companies or other assets, including claims against the Company or any of its group companies in return for the granting of new shares is in the well-understood interests of the Company and its shareholders. The Supervisory Board will only give its required approval if it also comes to the same conclusion.

• The subscription right may also be excluded in order to distribute a dividend in kind, in the context of which shares of the Company (also in part or subject to election) may be issued against contribution of dividend claims (scrip dividend).
  This should enable the Company to distribute a share dividend at optimal conditions. In the case of a share dividend, shareholders are offered the opportunity to deposit their claim to payment of the dividend, which has arisen from the resolution on the appropriation of profits by the Annual General Meeting, in whole or in part as a con- tribution in kind to the company in order to receive new shares in the company in

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return. The distribution of a share dividend can be carried out as a subscription right issue, in particular in compliance with the provisions of section 186(1) of the German Stock Corporation Act (minimum subscription period of two weeks) and section 186(2) of the German Stock Corporation Act (announcement of the issue price no later than three days before the end of the subscription period).

In individual cases, however, depending on the capital market situation, it may be preferable to structure the distribution of a share dividend in such a way that the Management Board, while maintaining the general principle of equal treatment (within the meaning of section 53a of the German Stock Corporation Act), offers all shareholders entitled to dividends new shares for subscription against contribution of their dividend entitlement, thereby granting a subscription right to the shareholders in economic terms, legally excludes the shareholders' subscription right to new shares altogether. Such an exclusion of subscription rights enables the distribution of the share dividend without the aforementioned restrictions of section 203(1) of the German Stock Corporation Act in conjunction with section 186(1) and (2) of the German Stock Corporation Act and thus at more flexible conditions. In view of the fact that the new shares will be offered to all shareholders and excess dividend amounts will be settled by cash payment of the dividend, an exclusion of subscription rights in such a case appears justified and appropriate.

In each case, the Management Board will carefully examine whether the use of the authorization and, if necessary, the exclusion of the shareholders' subscription rights is in the interest of the company and its shareholders.

On consideration of all these circumstances, the exclusion of subscription rights and the authorization to exclude subscription rights within the defined limits is necessary, appro- priate, reasonable and in the interest of the Company.

If during a financial year the Management Board uses the option to exclude subscription rights or one of the above authorizations to exclude subscription rights as part of a capital increase from the Authorized Capital 2024/I, it shall report on it during the subsequent Annual General Meeting.

Berlin, May 2024

Jumia Technologies AG

The Management Board

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