Report of the management board regarding the partial utilization of the Authorized Capital 2018/I excluding shareholders' subscription rights in connection with the settlement of certain acquisition rights

Pursuant to section 4(2) of the articles of association, the management board was authorized until 16 December 2023 to increase, once or repeatedly and each time with the consent of the supervisory board, the share capital by up to a total amount of EUR 1,398,006.00 through the issuance of up to 1,398,006 new no-par value bearer shares against contributions in cash and/or in kind, including claims against the Company ("Authorized Capital 2018/I"). As part of the authorization under the Authorized Capital 2018/I, shareholders' subscription rights were excluded. Under the Authorized Capital 2018/I shares may only be issued (i) to fulfil acquisition rights (option rights) that have been granted by the Company (or its legal predecessors) prior to its conversion 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; and (ii) to issue shares in the Company to holders of shares in direct or indirect subsidiaries of the Company, including such shares in direct or indirect subsidiaries of the Company which are held in trust by its holder.

Since the virtual annual general meeting of the Company dated 9 June 2021, the Company issued new no-par value bearer shares with a pro-rata amount of the Company's share capital of EUR 1.00 from the Authorized Capital 2018/I under the exclusion of shareholders' subscription rights as follows:

  • On 11 June 2021, the management board resolved to increase the Company's share capital by EUR 435,056 through the issuance of 435,056 shares to Baader Bank Ak- tiengesellschaft, acting as service provider to implement the settlement of exercised acquisition rights (option rights) that had been granted by the Company (or its legal predecessors) prior to its conversion into a stock corporation to current and/or for- mer managing directors and/or employees of the Company and/or its direct and in- direct subsidiaries and to service providers, supporters or business partners of the
    Company and/or its direct and indirect subsidiaries (the "Legacy Acquisition Rights") exercised between 13 May and 26 May 2021. The shares were issued against contri- bution in cash in an amount of EUR 1.00 per share. The audit committee of the su-

pervisory board of the Company, which had been authorized hereto by resolution of the supervisory board dated 21 August 2020, approved this resolution on 14 June 2021, and the capital increase was registered in the commercial register on 8 July 2021.

  • On 20 September 2021, the management board resolved to increase the Company's share capital by EUR 39,302 through the issuance of 39,302 shares to Baader Bank Aktiengesellschaft, acting as service provider to implement the settlement of Legacy Acquisition Rights exercised between 12 August and 25 August 2021. The shares were issued against contribution in cash in an amount of EUR 1.00 per share. The audit committee of the supervisory board of the Company, which had been

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authorized hereto by resolution of the supervisory board dated 21 August 2020, approved this resolution on 26 September 2021, and the capital increase was registered in the commercial register on 23 November 2021.

With the issuance of the new shares, the Company fulfilled its contractual obligations vis- à-vis the holders of Legacy Acquisition Rights. These purposes were - in continuation of the original authorization of the shareholders' meetings of 12/13 December 2018 - in line with the articles of association of 17/18 December 2018 which excluded the shareholders' subscription rights and could not have been reached had subscription rights not been ex- cluded.

Based on the above considerations, the exclusion of subscription rights in connection with the settlement of the acquisition rights described above was in line with the authorization under the Authorized Capital 2018/I and overall justified.

Berlin, May 2022

Jumia Technologies AG

The management board

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Sacha-Paul Poignonnec

Jeremy Hodara

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Jumia Technologies AG published this content on 31 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2022 13:00:05 UTC.