Mister Spex : Convocation including Agenda to the Annual General Meeting 2024

Convenience Translation

This version of the Invitation to the Annual General Meeting 2024,

prepared for the convenience of English-speaking readers, is a translation of the German original.

For purposes of interpretation the German text shall be authoritative and final.

Mister Spex SE

Berlin

ISIN: DE000A3CSAE2

WKN: A3CSAE

Unique identifier of the corporate event: MRX062024oHV

Invitation to the Annual General Meeting

(virtual General Meeting)

We hereby invite the shareholders of our Company to the Annual General Meeting to be held on

Friday, 7 June 2024, at 10:00 hours (CEST).

The General Meeting shall be convened on the basis of section 118a of the German Stock Corporation Act (Aktiengesetz - AktG) in conjunction with section 16 para. 8 of the Company's Articles of Association (Articles of Association) in the form of a virtual General Meeting without the physical presence of the shareholders or their proxies (with the exception of the voting proxies appointed by the Company) at the venue of the General Meeting. The venue of the General Meeting as defined by the AktG is the business premises of Grünebaum Gesellschaft für Event Logistik mbH (the burrow), Lützowplatz 15 / Karl-Heinrich-Ulrichs-Straße 22/24, 10785 Berlin.

The General Meeting will be broadcast live in video and audio for shareholders who have duly registered and provided evidence of their shareholding and their proxies via the password-protected internet service for the General Meeting of the Company at the web- site

https://ir.misterspex.com/agm

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Convenience Translation

The voting rights of duly registered shareholders and their proxies shall be exercised exclusively by way of electronic postal voting or by granting power of attorney and issuing instructions to the proxies appointed by the Company. You will find more detailed explanations on this following the agenda under section VI.

All members of the Management Board and the Supervisory Board intend to attend the General Meeting for the entire duration of the meeting.

Note: The provisions applicable to stock corporations with their registered office in Ger- many, in particular the German Commercial Code (Handelsgesetzbuch - HGB) and the AktG, apply to the Company by virtue of the reference provisions of Art. 5, Art. 9 para. 1 lit. c) ii), Art. 53 and Art. 61 of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (SE Regulation), unless otherwise provided for in more specific provisions of the SE Regulation. For reasons of clarity, the citation of these reference provisions is omitted in the following.

I.

AGENDA

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of 31 December 2023 together with the management report for the Company and the Group, the report of the Super- visory Board and the explanatory report on the information required pursu- ant to sections 289a and 315a HGB, in each case for the financial year 2023

The above-mentioned documents are available for inspection from the time of convening and during the General Meeting on the Company's website at

https://ir.misterspex.com/agm

They will be explained in more detail at the General Meeting.

The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board on 26 March 2024. The annual financial statements are therefore adopted in accordance with section 172 sentence 1 AktG. The documents mentioned under this agenda item shall be submitted to the General Meeting without requiring a resolution of the General Meeting.

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Convenience Translation

There is no unappropriated net income that the General Meeting could adopt a resolution on in accordance with section 174 para. 1 sentence 1 AktG.

2. Resolution on the formal approval of the acts of the members of the Manage- ment Board for the financial year 2023

The Management Board and the Supervisory Board propose that the acts of the members of the Management Board in office during the financial year 2023 be formally approved for this time period.

3. Resolution on the formal approval of the acts of the members of the Super- visory Board for the financial year 2023

The Management Board and the Supervisory Board propose that the acts of the members of the Supervisory Board in office during the financial year 2023 be formally approved for this time period.

4. Election of the auditor for the financial statements and the auditor for the consolidated financial statements for the financial year 2024 as well as the auditor for the audit review

1. Based on the recommendation of its Audit Committee, the Supervisory Board proposes that Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, be appointed as auditor for the audit of the annual financial statements and of the consolidated financial statements for the financial year 2024 and for a review, if applicable, of any additional interim financial information within the meaning of section 115 para. 7 of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG) in the financial year 2024.
2. Furthermore, based on the recommendation of its Audit Committee, the Su- pervisory Board proposes that Deloitte GmbH Wirtschaftsprüfungsgesell- schaft, Munich, be appointed as auditor for a review, if applicable, of any additional interim financial information within the meaning of section 115 para. 7 WpHG in the financial year 2025 until the next Annual General Meet- ing.
3. The recommendation of the Audit Committee was preceded by a selection procedure carried out in accordance with Art. 16 para. 3 of Regulation (EU)

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Convenience Translation

No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (EU Statutory Audit Regulation). Based on this selection procedure, the Audit Committee recommended to the Supervisory Board for the above-mentioned audit services in accordance with Art. 16 para. 2 of the EU Statutory Audit Regulation Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, and Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, and ex-

pressed a reasoned preference for Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich.

1. Pursuant to Art. 16 para. 2 sub-para. 3 of the EU Statutory Audit Regulation the Audit Committee has declared that it has issued its recommendation free of any undue third-party influence and that it has not been subject to any clauses restricting its choice as defined in Art. 16 para. 6 of the EU Statutory Audit Regulation.

5. Resolution on the approval of the remuneration report for the financial year 2023

Pursuant to section 162 para. 1 sentence 1 AktG the management board and the supervisory board of listed companies are required to draw up a clear and understandable report each year on the remuneration awarded and owed in the last financial year to each individual current and former member of the management board and the supervisory board, and to submit this report to the general meeting for approval in accordance with section 120a para. 4 sentence 1 AktG.

In accordance with section 162 para. 3 AktG, the remuneration report for the financial year 2023 prepared by the Management Board and the Supervisory Board was audited by the Company's auditor, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Ber- lin, to determine whether the legally required disclosures in accordance with section 162 para. 1 and para. 2 AktG were made. The remuneration report is accompanied by the Company's auditor's opinion on the audit.

The Management Board and the Supervisory Board propose to approve the Company's remuneration report for the financial year 2023.

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Convenience Translation

The remuneration report for the financial year 2023 and the related audit certificate are reproduced after the agenda under section II.

It is also available for inspection from the time of convening and during the General Meeting on the Company's website at

https://ir.misterspex.com/agm

6. Election of new members of the Supervisory Board

In accordance with (i) Art. 40 para. 2 and para. 3 SE Regulation, (ii) section 17 SE Implementation Act (SEAG), (iii) section 21 para. 3 SE Employee Involvement Act (SEBG),

1. part two of the Agreement on the Involvement of Employees in the Company dated 7 May 2021 and (v) section 9 para. 1 of the Articles of Association, the Supervisory Board is composed of seven (7) members, all of whom are shareholder representatives. Pur- suant to section 9 para. 2 of the Articles of Association, these are elected by the General Meeting without being bound to nominations.

The terms of office of Peter Williams, Nicola Brandolese, Birgit Kretschmer, Pietro Luigi Longo, Stuart Paterson and Nicole Srock.Stanley on the Supervisory Board will end effective with the termination of the Annual General Meeting on 7 June 2024. Therefore, it is necessary to elect six (6) members of the Supervisory Board.

Based on the recommendation of the Nomination and Remuneration Committee of the Supervisory Board, the Supervisory Board proposes the following individuals to be elected as members of the Supervisory Board:

1. Nicola Brandolese, Chief Executive Officer of Doctolib S.r.l., residing in Rome, Italy
2. Birgit Kretschmer, Chief Financial Officer at C&A Europe, residing in Fürth, Germany
3. Claus-DietrichLahrs, independent senior advisor, residing in Stuttgart, Ger- many
4. Pietro Luigi Longo, Head of M&A and Business Development Director at EssilorLuxottica S.A., residing in Milan, Italy

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Convenience Translation

1. Nicole Srock.Stanley, Managing Director of dan Pearlman markenarchitektur gesellschaft von architekten und innenarchitekten mbH, residing in Berlin, Germany
2. Gil Steyaert, independent senior adviser, residing in Wilmslow, United King- dom

Pietro Luigi Longo and Nicole Srock.Stanley are appointed for the period up to the termination of the General Meeting that resolves on the formal approval of the acts of the members of the Supervisory Board for the financial year 2025. Nicola Brandolese and Birgit Kretschmer are appointed for the period up to the termination of the General Meeting that resolves on the formal approval of the acts of the members of the Supervisory Board for the financial year 2026. Claus-Dietrich Lahrs and Gil Steyaert are appointed for the period up to the termination of the General Meeting that resolves on the formal approval of the acts of the members of the Supervisory Board for the financial year 2027.

It is intended to hold the election of the members of the Supervisory Board by way of separate election.

The Supervisory Board has assured itself that the proposed candidates are able to devote the expected amount of time to serving on the Supervisory Board of Mister Spex SE.

Nicola Brandolese, Birgit Kretschmer, Claus-Dietrich Lahrs, Pietro Luigi Longo and Gil Steyaert each have expertise in the field of accounting in accordance with section 100 para. 5 AktG and recommendation D.3 of the German Corporate Governance Code (in the version dated 28 April 2022) (GCGC). Birgit Kretschmer also has expertise in the field of auditing in accordance with section 100 para. 5 AktG and recommendation D.3 GCGC. The proposed candidates in their entirety are familiar with the sector in which the Company operates. The election proposal also takes into account the objectives resolved by the Supervisory Board for its composition in accordance with recommendation C.1 GCGC and aims to fulfil the competence profile developed by the Supervisory Board for the entire board.

It is intended to elect Claus-Dietrich Lahrs as Chairman of the Supervisory Board if he is elected as a member of the Supervisory Board and Gil Steyaert as Deputy Chairman of the Supervisory Board if he is elected as a member of the Supervisory Board.

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Convenience Translation

Further information on the candidates proposed for election including a CV providing information on relevant knowledge, skills and professional experience, information on memberships in other statutory supervisory boards and comparable domestic and foreign supervisory committees of commercial companies (section 125 para. 1 sentence 5 AktG) and information in accordance with recommendations C.7 and C.13 GCGC is provided after the agenda under section III. This information is also available for inspection from the time of convening and during the General Meeting on the Company's website at

https://ir.misterspex.com/agm

7. Resolution on the approval of an amended remuneration system for the members of the Management Board

Pursuant to section 120a para. 1 sentence 1 AktG, the general meeting of a listed company must pass a resolution on the approval of the remuneration system for the members of the management board resolved by the supervisory board in accordance with section 87a para. 1 AktG whenever there is a material change, but at least every four years.

The Supervisory Board had last adopted a remuneration system for the members of the Management Board in 2023, which it submitted to the Company's Annual General Meeting held on 26 May 2023 for approval and which was approved by the latter.

Subsequently, the Supervisory Board decided to amend the remuneration system for the members of the Management Board, which had previously been established and approved by the General Meeting, essentially in one point and to submit the amended remuneration system to the General Meeting for approval. The amendment relates to the performance targets for virtual stock options issued on the basis of the authorisation to issue virtual stock options resolved by the Annual General Meeting of the Company on 30 June 2022 under agenda item 11 and amended by the Annual General Meeting of the Company on 26 May 2023 under agenda item 11.

It has become apparent that the previous performance targets of "sales revenue" and "adjusted EBITDA (AEBITDA)" are not suitable performance criteria for granting long- term variable remuneration components to members of the Management Board and employees of the Company and group companies. They are therefore to be replaced by the performance target of the compound annual growth rate (CAGR) of the Company's share

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Convenience Translation

price. This is intended to give the remuneration of the Management Board an even stronger long-term focus and align it with the interests of shareholders.

Other minor adjustments were also made to the remuneration system.

The amendment to the authorisation to issue virtual stock options will be proposed for resolution at this General Meeting under agenda item 10. The corresponding change to the remuneration system is to come into force retroactively from 1 January 2024. Against this background, on 18 April 2024, the Supervisory Board adopted an amended remuneration system for the members of the Management Board, which it will submit to the Annual General Meeting for approval.

The Supervisory Board proposes to the General Meeting that it approves the amended remuneration system for the members of the Management Board, as set out after the agenda under section IV.

The amended remuneration system for the members of the Management Board is available for inspection from the time of convening and during the General Meeting on the Company's website at

https://ir.misterspex.com/agm

8. Resolution on the amendment to the remuneration for the members of the Supervisory Board and the corresponding amendment to section 14 of the Articles of Association

Pursuant to section 113 para. 3 AktG, the general meeting of a listed company must pass a resolution on the remuneration for the members of the supervisory board at least every four years. Most recently, the Company's Annual General Meeting on 30 June 2022 passed a resolution on the remuneration for the members of the Supervisory Board and the underlying remuneration system and approved both.

The remuneration for the members of the Supervisory Board is specifically set out in section 14 of the Articles of Association. The remuneration for the members of the Supervisory Board is to be adjusted and the relevant provisions of the Articles of Association are to be amended for this purpose.

It is proposed that the remuneration for the members of the Supervisory Board be increased moderately: The fixed annual remuneration for ordinary members of the

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Convenience Translation

Supervisory Board shall amount to EUR 45,000.00 (previously EUR 35,000.00). For the Chairperson of the Supervisory Board, the fixed annual remuneration shall be two and a half times the amount of EUR 45,000.00, i.e. EUR 112,500.00 (previously two and a half times the amount of EUR 35,000.00, i.e. EUR 87,500.00), and for the Deputy Chairperson of the Supervisory Board, the fixed annual remuneration shall be one and a half times the amount of EUR 45,000.00, i.e. EUR 67,500.00 (previously one and a half times the amount of EUR 35,000.00, i.e. EUR 52,500.00).

The Supervisory Board has set up a Transformation Committee. The Transformation Committee is tasked with supporting the short and medium-term development of the group by providing operational support, in particular for measures to increase sales and profitability. It is proposed that the members of this Transformation Committee receive an additional annual remuneration of EUR 10,000.00 and that the Chairperson of the Transformation Committee receives an additional annual remuneration of EUR 15,000.00.

The remuneration of the Chairpersons and members of the Audit Committee, the Nomination and Remuneration Committee and the Strategy and ESG Committee remains un- changed.

The Management Board and Supervisory Board propose that the amended remuneration system for the members of the Supervisory Board, which is set out after the agenda under section V., and the amended Supervisory Board remuneration derived from it be adopted and revised as follows in accordance with section 14 para. 1 of the Articles of Association:

"(1) The members of the Supervisory Board shall receive a fixed annual remuneration of EUR 45,000.00 (in words: forty-five thousand euros). In deviation from sentence 1, the Chairperson of the Supervisory Board shall receive a fixed annual remuneration of EUR 112,500.00 (in words: one hundred and twelve thousand five hundred euros) and the Deputy Chairperson of the Supervisory Board shall a receive fixed annual remuneration of EUR 67,500.00 (in words: sixty-seven thousand five hundred euros). As a member of the Audit Committee, members of the Supervisory Board receive an additional annual remuneration of EUR 10,000.00 (in words: ten thousand euros). In deviation from sentence 3, the Chairperson of the Audit Committee receives an additional annual remuneration of EUR 20,000.00 (in words: twenty thousand euros). As a member of the Nomination and Remuneration

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Convenience Translation

Committee, members of the Supervisory Board receive an additional annual remuneration of EUR 2,500.00 (in words: two thousand five hundred euros). In deviation from sentence 5, the Chairperson of the Nomination and Remuneration Committee receives an additional annual remuneration of EUR 5,000.00 (in words: five thousand euros). As a member of the Strategy and ESG Committee, members of the Supervisory Board receive an additional annual remuneration of EUR 5,000.00 (in words: five thousand euros). In deviation from sentence 7, the Chairperson of the Strategy and ESG Committee receives an additional annual remuneration of EUR 10,000.00 (in words: ten thousand euros). As a member of the Transfor- mation Committee, members of the Supervisory Board receive an additional annual remuneration of EUR 10,000.00 (in words: ten thousand euros). In deviation from sentence 9, the Chairperson of the Transformation Committee receives an additional annual remuneration of EUR 15,000.00 (in words: fifteen thousand eu- ros)."

Otherwise, section 14 of the Articles of Association remains unchanged.

The amended remuneration system for the members of the Supervisory Board is available for inspection from the time of convening and during the General Meeting on the Company's website at

https://ir.misterspex.com/agm

9. Resolution on the cancellation of the Authorized Capital 2019/I and creation of a new Authorized Capital 2024/I

The existing authorization of the Management Board pursuant to section 4 para. 4 of the Articles of Association to increase the share capital of the Company with the consent of the Supervisory Board, once or repeatedly, by up to EUR 971,079.00 through the issuance of up to 971,079 new no-par value bearer shares against contribution in cash or kind (Authorized Capital 2019/I) expires on 12 August 2024. To fulfil acquisition rights (option rights) that were granted or promised by the Company prior to its conversion into a European company (SE) to current or former employees and managing directors of the Company, the existing Authorized Capital 2019/I is to be cancelled, a new Authorized Capital 2024/I is to be resolved and section 4 para. 4 of the Articles of Association is to be amended accordingly.

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