Mister Spex : Explanations of the rights of shareholders

Annual general meeting of Mister Spex SE on 7 June 2024

Convenience Translation

Additional explanations on the rights of shareholders

pursuant to Art. 56 sentence 2 and sentence 3 of the SE Regulation, section 50 para. 2 of the German SE Implementation Act, sections 122 para. 2, 126 para. 1, 127 and 131 para. 1 of the German Stock Corporation Act (AktG) and further rights in connection with the virtual Annual General Meeting

1. Virtual general meeting pursuant to section 118a AktG and right to comment and speak at virtual general meetings pursuant to section 130a AktG

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 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 website https://ir.misterspex.com/agm. 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.

The relevant sections of the German Stock Corporation Act for a virtual general meeting are as follows:

Section 118a (1) AktG Virtual general meeting

1. The articles of association may provide or authorise the board to provide that the meeting shall be held without the physical presence of the shareholders or their proxies at the place of the general meeting (virtual general meeting). If a virtual general meeting is held, the following requirements must be met:
2. 1. the entire meeting shall be broadcast by video and audio,
   2. the shareholders' voting rights may be exercised by means of electronic communication, namely by electronic participation or electronic postal voting, as well as by granting proxies,
   3. shareholders who are electronically connected to the meeting shall be granted the right to submit motions and election proposals by means of video communication at the meeting,
   4. shareholders shall be granted a right to information pursuant to section 131 by way of electronic communication,
   5. the shareholders shall be given access to the report of the executive board or its essential content no later than seven days before the meeting, provided that the executive board makes use of the option under section 131, paragraph 1a, sentence 1,
   6. the shareholders shall be granted the right to submit comments in accordance with section 130a paras. 1 to 4 by means of electronic communication,
   7. shareholders electronically connected to the meeting shall be granted the right to speak at the meeting by means of video communication in accordance with section 130a paragraphs 5 and 6,
   8. shareholders connected electronically to the meeting shall be granted the right to object to a resolution of the general meeting by means of electronic communication.

Section 121 (7) shall apply to the calculation of the time limit pursuant to sentence 2 number 5; in the case of listed companies, such access shall be made available via the company's website. Section 118, paragraph 1, sentences 3 and 4 and section 67a, paragraph 2, sentence 1 and paragraph 3 shall apply accordingly.

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Submission of statements pursuant to section 118a para. 1 sentence 2 no. 6, section 130a para. 1 to para. 4 AktG

Shareholders who have duly registered for the General Meeting or their proxies have the right to submit statements on the items of the agenda by means of electronic communication no later than five days before the General Meeting, i.e. by 1 June 2024, 24:00 hours (CEST).

The submission must be made in text form (section 126b BGB) as a file in PDF format with a recommended maximum file size of 50 MB via the password-protected internet service at the website https://ir.misterspex.com/agm in accordance with the procedure provided for this purpose. The submission of several statements is possible. By submitting a statement, the submitting shareholder or proxy agrees that the statement will be made available on the password-protected internet service, including the name of the submitting shareholder or proxy.

The Company will make statements available to duly registered shareholders no later than four days before the General Meeting, i.e. by 2 June 2024, 24:00 hours (CEST) via the password-protected internet service at the internet address https://ir.misterspex.com/agm, stating the name of the submitting shareholder or proxy.

Statements will not be made available if they are submitted late or do not meet the above-mentioned requirements or if the Management Board would be liable to prosecution by making them available, if they contain obviously false or misleading information in material respects or if they contain insults or if the shareholder indicates that he/she will not attend the General Meeting and will not be represented (section 130a para. 3 sentence 4 in conjunction with section 126 para. 2 sentence 1 no. 1, no. 3 and no. 6 AktG).

Motions and nominations for election, requests for information and objections to resolutions of the General Meeting within the scope of the statements submitted in text form will be disregarded at the General Meeting. In particular, the opportunity to submit statements does not constitute an opportunity to submit questions in advance pursuant to section 131 para. 1a AktG. The filing of motions and the submission of nominations for election (as described above), the exercise of the right to information (as described below) as well as the filing of objections to resolutions of the General Meeting (as described below) are only possible by the means described separately in this convening notice.

Right to speak pursuant to section 118a para. 1 sentence 2 no. 7, section 130a para. 5 and para. 6 AktG

Shareholders and their proxies who are connected electronically to the virtual General Meeting have the right to speak at the General Meeting, which is exercised by means of video communication. Shareholders and their proxies can register their speeches from approximately 1 hour before the start of the General Meeting via the password- protected internet service at the website https://ir.misterspex.com/agm in accordance with the procedure provided for this purpose. Motions and nominations for election pursuant to section 118a para. 1 sentence 2 no. 3 AktG (as described above) and requests for information (as described below) can be part of the speech.

The entire virtual General Meeting, including video communication, will be handled in the password-protected internet service via the LinkMeeting system from Better Orange IR & HV AG. Shareholders or their proxies who wish to register their speech via the virtual registration table require either a non-mobile end device (PC, notebook, laptop) with the installed browser Chrome from version 89, Edge from version 88 or Safari from version 13.1 or a mobile end device (e.g. smartphone or tablet) to connect the speech. Mobile end devices with ANDROID operating system require Chrome from version 89 as the installed browser; mobile end devices with iOS operating system require Safari from version 13.1 as the installed browser. A camera and microphone, which can be accessed from the browser, must be available on the end devices for speeches. No further installation of software components or apps on the end devices is required. Persons who have registered for a speech via the virtual registration table will be activated for their speech in the password-protected internet service.

The Company reserves the right to check the functionality of the video communication between the shareholder or the proxy and the Company at the General Meeting and before the speech and to reject the speech if the functionality of the video communication is not ensured.

Pursuant to section 131 para. 2 sentence 2 AktG in conjunction with section 17 para. 3 of the Articles of Association, the chairperson of the meeting is entitled to impose reasonable time limits on the shareholders' right to speak and the right to ask questions within the meaning of section 131 para. 1 sentence 1 AktG, follow-up questions within the meaning of section 131 para. 1d sentence 1 AktG and new questions within the meaning of section 131 para. 1e sentence 1 AktG. In particular, he may impose reasonable restrictions on speaking time, question time (including the time for follow-up questions and new questions) or the combined speaking and question time (including the time for follow-up questions and new questions) as well as the appropriate time frame for the entire General Meeting, for individual agenda items and for individual speakers at the beginning or during the course of the General

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Meeting; this also includes, in particular, the possibility of closing the list of speakers early if necessary and ordering the end of the debate.

The relevant section of the Company's Articles of Association is as follows:

Sec. 17 (3) of the Articles of Association of Mister Spex SE::

1. The chairperson of the General Meeting is authorised to impose reasonable time limits on the right to speak as well as on the right to ask questions within the meaning of section 131 para. 1 sentence 1 AktG, follow- up questions within the meaning of section 131 para. 1d sentence 1 AktG and new questions within the meaning of section 131 para. 1e sentence 1 AktG. In doing so, it may, in particular, reasonably determine restrictions on the speaking time, the question time (including the time for follow-up questions and new questions) or the combined speaking and question time (including the time for follow-up questions and new questions) as well as the reasonable time frame for the entire course of the General Meeting, for individual items of the agenda and for individual speakers at the beginning of or during the course of the General Meeting; this also includes, in particular, the possibility, if necessary, to close the list of requests to speak early and to order the end of the debate.

The relevant sections of the German Stock Corporation Act are as follows:

Section 130a Right to comment and speak at virtual general meetings

1. In the case of a virtual general meeting, shareholders shall have the right to submit comments on the items on the agenda before the meeting by means of electronic communication using the address provided for this purpose in the notice convening the meeting. The right may be restricted to shareholders duly registered for the meeting. The scope of the comments may be appropriately limited in the convening notice.
2. Comments shall be submitted no later than five days before the meeting.
3. The submitted statements shall be made available to all shareholders no later than four days before the meeting. The disclosure may be limited to shareholders duly registered for the meeting. In the case of listed companies, such disclosure shall be made on the website of the company; in the case of sentence 2, such disclosure may also be made on the website of a third party. Section 126 (2) sentence 1 number 1, 3 and 6 shall apply accordingly.
4. Section 121 subsection (7) shall apply to the calculation of the periods referred to in subsections (2) and (3) sentence 1.
5. Shareholders who are electronically connected to the meeting shall be granted the right to speak at the meeting by means of video communication. The form of video communication offered by the company shall be used for the speeches. Motions and election proposals according to section 118a paragraph 1 sentence 2 number 3, the request for information according to section 131 paragraph 1, follow-up questions according to section 131 paragraph 1d as well as further questions according to section 131 paragraph 1e may be part of the speech. Section 131 paragraph 2 sentence 2 shall apply accordingly.
6. The company may reserve the right in the convening notice to check the functionality of the video communication between shareholder and company in the meeting and before the speech and to reject it if the functionality is not ensured.

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2. Additions to the agenda at the request of a minority pursuant to Art. 56 sentence 2 and sentence 3 SE Regulation, section 50 para. 2 SEAG, section 122 para. 2 AktG

Shareholders whose shares individually or combined are at least equivalent to one twentieth of the share capital or to a proportionate amount of EUR 500,000.00 in share capital (corresponding to 500,000 shares) can request pursuant to Art. 56 sentence 2 and sentence 3 SE Regulation, section 50 para.2 SEAG, which corresponds in content to section 122 para. 2 sentence 1 AktG, that items be placed on the agenda and published. Each new item must be accompanied by a reasoning or a draft resolution. The request must be submitted to the Management Board of the Company in writing and must be received, pursuant to section 122 para. 2 sentence 3 AktG, by the Company at least 30 days prior to the General Meeting, i.e. at the latest by 7 May 2024, 24:00 hours (CEST). Requests for additional items received at a later point in time will be disregarded. Please send a corresponding request to:

Mister Spex SE

- The Management Board - c/o Better Orange IR & HV AG Haidelweg 48

81241 München/Munich

A ninety-day shareholding prior to the day of the General Meeting within the meaning of section 122 para. 1 sentence 3 AktG is not a prerequisite for a request for an additional item to be added to the agenda for a general meeting of an SE pursuant to section 50 para. 2 SEAG.

Additions to the agenda to be published will be published in the German Federal Gazette (Bundesanzeiger) without undue delay after receipt of the request and will be forwarded to such media as can be assumed to disseminate the information throughout the European Union. They will also be published on the Company's website at https://ir.misterspex.com/agm and communicated to the shareholders pursuant to section 125 para. 1 sentence 3 AktG.

The relevant sections of the SE Regulation, the German SE Implementation Act and German Stock Corporation Act upon which those shareholder rights are based are as follows:

Article 56 of the SE Regulation

One or more shareholders who together hold at least 10 % of an SE's subscribed capital may request that one or more additional items be put on the agenda of any general meeting. The procedures and time limits applicable to such requests shall be laid down by the national law of the Member State in which the SE's registered office is situated or, failing that, by the SE's statutes. The above proportion may be reduced by the statutes or by the law of the Member State in which the SE's registered office is situated under the same conditions as are applicable to public limited-liability companies.

Section 50 para. 2 of the German SE Implementation Act (SEAG)

1. The amendment of the agenda of a General Meeting by one or more items may be requested by one or more shareholders whose shares amount in aggregate to not less than 5% of the share capital or represent an amount of the share capital corresponding to EUR 500,000.

Section 122 of the German Stock Corporation Act: Convening a meeting upon the request of a minority

1. A general meeting shall be convened if shareholders whose aggregate holding is not less than one-twentieth of the share capital require such meeting in writing, stating the purpose and grounds; such request shall be addressed to the management board. The articles of association may provide that the right to request a general meeting is to depend on another form and on holding a lower proportion of the share capital. The applicants have to prove that they have been shareholders for at least 90 days prior to the day of the receipt of the demand and that they will continue to hold the shares until the decision of the managing board regarding their request is made. Section 121 para. 7 shall apply correspondingly.
2. In the same way shareholders, whose shares amount in aggregate to not less than one-twentieth of the share capital or represent a proportional amount of not less than 500,000 Euro, may request to have items placed on the agenda and published. Every request for a new agenda item must be accompanied by an explanation of the reasons therefor or a proposed resolution. The request in accordance with sentence 1 must be received by the Company at least 24 days, in case of public companies at least 30 days prior to the general meeting; whereby the day of the receipt is not counted.

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1. If any such request is not complied with, the court may authorize the shareholders who made the request to convene a general meeting or publish such items. At the same time the court may appoint the chairman of the meeting. The notice of the meeting or the publication shall refer to such authorization. An appeal may be made against the decision of the court. The applicants have to prove that they will continue to hold the shares until the decision of the court is made.
2. The Company shall bear the costs of the general meeting and, in the case of paragraph (3), also the court costs if the court grants the application.

Section 124 (1) of the German Stock Corporation Act: Publication of requests for supplements; proposals for resolutions

1. If the minority has requested pursuant to Section 122 para. 2 that items shall be added to the agenda, these items shall be published either upon convening the meeting or immediately following receipt of the request. Section 121 para. 4 shall apply analogously; moreover, Section 121 para. 4a shall apply analogously to public companies. Publication and submission shall be made in the same way as applicable for convening the meeting.

Section 121 (4), (4a), (7) of the German Stock Corporation Act: General provisions

1. The convening of the general meeting shall be published in the company's journals. If the shareholders of the Company are known by name, the shareholders' meeting may be convened by registered letter, unless the articles of association provide otherwise; the day of dispatch shall be considered the day of publication. A notification to those registered in the shareholders' register is sufficient.

(4a) In case of public companies which have not exclusively issued registered shares or which do not send the convention directly to the shareholders pursuant to para. 4 sentence 2, the notice shall, at the latest on the date of announcement, be furnished to such suitable media as may be expected to disseminate the information throughout the European Union.

1. In case of deadlines and dates which are calculated back from the date of the meeting, the day of the meeting itself shall not be included in the calculation. Adjourning the meeting from a Sunday, Saturday or a holiday to a preceding or following working day shall not be an option. Sections 187 to 193 of the German Civil Code (Bürgerliches Gesetzbuch) shall not be applied analogously. In case of unlisted companies, the articles may provide for a different calculation of the deadline.

Section 87 (4) of the German Stock Corporation Act: Principles for the remuneration of members of the executive board

1. The general meeting may, upon motion pursuant to section 122, paragraph 2, sentence 1, reduce the maximum remuneration determined pursuant to section 87a, paragraph 1, sentence 2, number 1.

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3. Motions and nominations for election by shareholders pursuant to sections 126 para. 1, 127, 118a para. 1 sentence 2 no. 3, 130a para. 5 sentence 3 AktG

Shareholders can submit countermotions to proposals of the Management Board and/or the Supervisory Board on a specific item of the agenda and can submit nominations for the election of Supervisory Board members and/or auditors.

Such countermotions and nominations for election (together with any reasoning) are to be sent exclusively to one of the following contact options:

Mister Spex SE

c/o Better Orange IR & HV AG Haidelweg 48

81241 München/Munich or

e-mail: [e-mail]

Any countermotions and nominations for election sent to a different address will be disregarded.

Countermotions and nominations for election received by the Company no later than 23 May 2024, 24:00 hours

CEST will be made available to the other shareholders without undue delay via the Company's website at https://ir.misterspex.com/agm, including the name of the shareholder as well as any reasoning. Any comments by the administration will also be published there. A countermotion and its reasoning or a nomination for election need not to be made available under the conditions of section 126 para. 2 AktG (in conjunction with section 127 sentence 1 AktG).

Nominations for the election of Supervisory Board members or auditors pursuant to section 127 AktG are also only be made available if they contain the name, profession and place of residence of the nominated person or the company name and registered office of the nominated legal entity and, in the event of the nomination for the election of Supervisory Board members, information on their memberships in other statutory supervisory boards.

Countermotions and nominations for election by shareholders that are to be made accessible by the Company will be deemed to have been submitted at the time of their publication pursuant to section 126 para. 4 AktG. Shareholders who have duly registered for the General Meeting and provided evidence of their shareholding can exercise their voting rights regarding these countermotions and nominations for election. If the shareholder submitting the countermotion or nomination for election has not duly registered for the General Meeting or has not provided evidence of his/her shareholding, the countermotion or nomination for election need not be dealt with at the General Meeting.

Countermotions and nominations for election as well as other motions can also be submitted during the General Meeting by means of video communication, i.e. within the scope of the right to speak.

The relevant sections of the SE Regulation and the German Stock Corporation Act upon which those share-holder rights are based and which also set forth under which preconditions counter-proposals and election proposals do not need to be made available are as follows:

Article 53 SE Regulation

Without prejudice to the rules laid down in this section, the organisation and conduct of general meetings together with voting procedures shall be governed by the law applicable to public limited-liability companies in the Member State in which the SE's registered office is situated.

Section 126 of the German Stock Corporation Act: Propositions by shareholders

1. Information on shareholders propositions, including the respective shareholder's name, as well as the underlying reasons for the proposition and statements, if any, by the Management need only be given to the beneficiaries pursuant to section 125 para. 1 through 3, if the shareholder submits to the company at the address specified his counter-application stating the reasons for it to a proposal of the executive management board and the supervisory board concerning a specific agenda item at the latest 14 days prior to the general meeting. The day of the receipt is not counted. Public companies have to publish the propositions on their webpage. Section 125 para. 3 applies accordingly.

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1. lnformation on a counter-application and the reasons therefor need not be given, if:
2. 1. the executive management board would by reason of giving such information become criminally liable;
   2. the counter-application would result in a resolution of the general meeting which would be unlawful or in breach of the articles;
   3. the grounds contain statements which are manifestly false or misleading in material respects or which are defamatory;
   4. a counter-application of such shareholder based on the same facts has already been communicated to a general meeting of the company pursuant to section 125;
   5. the same counter-application of such shareholder on essentially identical grounds has already been communicated pursuant to section 125 to at Ieast two general meetings of the company within the past five years and at such general meetings less than one-twentieth of the share capital represented voted in favour of such counter-application;
   6. the shareholder indicates that he will neither attend nor be represented at the general meeting; or
   7. within the past two years at two general meetings the shareholder failed to move or cause to be moved on his behalf a counter-application communicated by him.

The statement of grounds need not be communicated if it exceeds 5,000 figures.

1. If several shareholder make counter-applications in respect of the same resolution, the management board may combine such counter-applications and their statements of grounds.
2. In the case of an virtual general meeting, propositions that are to be made accessible pursuant to paragraphs 1 to 3 shall be deemed to have been made at the time they are made accessible. The company shall enable the voting right on these propositions to be exercised as soon as the shareholders can prove the legal or statutory requirements for exercising the voting right. Unless the shareholder who made the proposal is duly legitimised and, if registration is required, duly registered for the general meeting, the proposal need not be dealt with at the meeting.

Section 127 sentences 1 to 3 of the German Stock Corporation Act: Nominations by shareholders

Section 126 shall apply analogously to nomination by a shareholder for election of supervisory board members or auditors. Such nomination need not be supported by statement of grounds. Nor need the executive board give notice of such nomination if it fails to contain the particulars required by section 124 para. 3 sentence 4 and section 125 para. 1 sentence 5.

Section 124 (3) sentence 4 of the German Stock Corporation Act: Publication for requests for supplements; proposals for resolutions

1. …The nomination for the election of supervisory board members or auditors shall state their name, profession and domicile. …

Section 125 (1) sentence 5 of the German Stock Corporation Act: Communications to shareholders and Members of the Supervisory Board

1. …In case of listed companies details on the membership in other supervisory boards to be established pursuant to statutory provisions must be added to any nomination for the election of supervisory board members; details on their membership in comparable domestic and foreign controlling bodies of enterprises shall be added.

Section 137 of the German Stock Corporation Act: Voting on nomination made by shareholders

If a shareholder has made a nomination for the election of members of the supervisory board pursuant to section 127 and proposes at the general meeting the election of the person nominated by him, such proposal shall be resolved upon prior to consideration of the proposal of the supervisory board if a minority of shareholders whose aggregate holding is at least one-tenth of the share capital represented at the meeting so requests.

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4. Right to information pursuant to section 118a para. 1 sentence 2 no. 4, section 131 para. 1, 1f, 4 and 5 AktG

Pursuant to section 131 para. 1 AktG, each shareholder must be provided with information by the Management

Board on the Company's affairs, including legal and business relationships with affiliated companies and the situation of the Group and the companies included in the consolidated financial statements, upon request at the General Meeting. This applies only to the extent that the information is necessary for a proper assessment of the item of the agenda.

The right to information is to be exercised exclusively at the General Meeting. It is intended that the chairperson of the General Meeting will determine that the right to information can only be exercised at the General Meeting in accordance with section 131 para. 1f AktG by way of video communication, i.e. in the context of exercising the right to speak (as described above).

Section 131 para. 4 sentence 1 AktG provides that if a shareholder has been provided with information outside the General Meeting due to his/her capacity as a shareholder, this information must be provided to any other shareholder or his/her proxy at his/her request during the General Meeting, even if it is not necessary for the proper assessment of the item of the agenda.

In addition, section 131 para. 5 sentence 1 AktG provides that if a shareholder is denied information, he/she may request that his/her question and the reason for which the information was denied be included in the minutes of the meeting.

Within the framework of the virtual General Meeting, it is ensured that shareholders or their proxies who are connected electronically to the General Meeting can submit their request pursuant to section 131 para. 4 sentence 1 AktG and their request pursuant to section 131 para. 5 sentence 1 AktG not only by means of video communication, i.e. within the framework of the right to speak and the procedure provided for this purpose, but also by means of electronic communication via the password-protected internet service in accordance with the procedure provided for this purpose at the General Meeting.

The relevant sections of the German Stock Corporation Act upon which those shareholder rights are based and which also set forth under which preconditions the Management Board can refuse to answer are as follows:

Section 131 of the German Stock Corporation Act: Shareholders right to information

1. Each shareholder shall upon request be provided with information at a general meeting by the executive board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company's legal and business relations with any connected enterprise. If a company makes use of the simplified procedure pursuant to section 266 para. 1 sentence 3, section 276 or section 288 of the German Commercial Code, each shareholder may request that the annual financial statements be presented to him at the general meeting on such annual financial statements in the form which would have been used if such provisions on simplified procedure were not applied. The disclosure obligation of the executive board of the parent company (section 290 para. 1 sentence 2 of the German Commercial Code) in the general meeting, to which the consolidated financial statements and the consolidated management report is presented, also extends to the situation of the consolidated group of companies and of the enterprises included in the consolidated financial statements.

(1a) In the case of a virtual general meeting, paragraph 1 sentence 1 shall apply with the proviso that the executive board may stipulate that shareholders' questions must be submitted by electronic communication no later than three days before the meeting. For the calculation of the deadline, section 121 paragraph 7 shall apply. Questions not submitted in due time need not be considered.

(1b) The scope of the submission of questions may be reasonably limited in the convening notice. The right to submit questions may be restricted to shareholders duly registered for the meeting.

(1c) The company shall make duly submitted questions available to all shareholders before the meeting and answer them no later than one day before the meeting; section 121 paragraph 7 shall apply to the calculation of the time limit. In the case of listed companies, the questions shall be made available and answered via the company's website. Section 126 subsection 2 sentence 1 number 1, 3 and 6 shall apply mutatis mutandis to the making available of the questions. If the answers are continuously accessible one day before the beginning and at the meeting, the executive board may refuse to provide information on these questions at the meeting.

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(1d) Each shareholder who is electronically connected to the meeting shall be granted the right to ask questions at the meeting by means of electronic communication regarding all answers given by the executive board before and at the meeting. Paragraph 2 sentence 2 shall also apply to the right to ask questions.

(1e) In addition, every shareholder who is electronically connected to the meeting shall be granted the right at the meeting by means of electronic communication to ask questions on matters that have only arisen after the expiry of the period pursuant to paragraph 1a sentence 1. Paragraph 2 sentence 2 shall also apply to this right to ask questions.

(1f) The chairman of the meeting may determine that the right to information pursuant to paragraph 1, the right to ask questions pursuant to paragraph 1d and the right to ask questions pursuant to paragraph 1e may be exercised in the general meeting exclusively by means of video communication.

1. The information provided shall comply with the principles of conscientious and accurate accounting. The articles of association or the by-laws according to section 129 can authorize the chairperson to set appropriate time limits in regards to shareholders' right to ask questions and speak and to make other determinations in this matter.
2. The executive board may refuse to provide information:
3. 1. to the extent that providing such information is, according to sound business judgement, likely to cause not insignificant damage to the company or a connected enterprise;
   2. to the extent that such information relates to tax valuations or the amount of individual taxes;
   3. on the difference between the value at which items are shown in the annual balance sheet and the higher value of such items, unless the general meeting is to determine the annual financial statements;
   4. on methods of arriving at balances and valuation, if disclosure of such methods in the notes suffices to provide a factually accurate picture of the condition of the company's assets, financial position and profitability within the meaning of section 264 para. 2 of the German Commercial Code; this shall not apply if the general meeting is to determine the annual financial statements;
   5. insofar as provision of the information would render the executive board criminally liable;
   6. insofar as, in the case of a bank or a financial services institution, information on methods adopted of arriving at balances, valuation and does not require to be given in the annual financial statements, management report, consolidated financial statements or consolidated management report;
   7. insofar as such information is available on the webpage of the company at least for a period of seven days prior to the general meeting and throughout the general meeting.

Provision of information may not be refused for other reasons.

1. If information has been provided to a shareholder, by reason of his status as a shareholder, outside the general meeting, such information shall upon request be provided to any other shareholder at the general meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. In the case of a virtual general meeting, it shall be ensured that each shareholder who is electronically connected to the meeting can submit his request pursuant to sentence 1 by means of electronic communication. The executive board may not refuse to provide such information on the grounds of paragraph
2. 1. sentence 1 nos. 1 to 4. Sentences 1 to 3 shall not apply if a subsidiary enterprise (section 290 paragraphs
   1. and (2) of the German Commercial Code) an enterprise with common management (section 310 paragraph (1) of the German Commercial Code) or an associated enterprise (section 311 paragraph (1) of the German Commercial Code) discloses the information to a parent enterprise (section 290 paragraphs (1) and (2) of the German Commercial Code) for the purposes of inclusion of the information in the consolidated financial statements of the parent enterprise and the information is necessary for that purpose.
3. A shareholder who has been denied information may request that his question, and the reason for which the information was denied, be recorded in the minutes of the meeting. In the case of a virtual general meeting, it shall be ensured that each shareholder who is electronically connected to the meeting can submit his request pursuant to sentence 1 by means of electronic communication.

Berlin, April 2024

Mister Spex SE

The Management Board

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