SPARK : AGM 2021 Shareholder Rights

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EXPLANATION OF SHAREHOLDER RIGHTS

pursuant to Art. 56 sentences 2 and 3 SER in conjunction with Section 50 para. (2) of the German SE Implementation Act (SE-Ausführungsgesetz - SEAG), Sections 122 para. (2), 126 para. (1), Section 127, Section 131 para. (1) of the German Stock Corporation Act (Aktiengesetz - AktG) and the COVID-19-Act

The convocation notice already contains information on shareholders' rights pursuant to Art. 56 sentences 2 and 3 of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) ("SER") in conjunction with Section 50 para. (2) SE Implementation Act ("SEAG"), Section 122 para. (2) AktG and Section 126 para. (1), Section 127, Section 131 para. (1) AktG and Section 1 para. (2) of the German Act Concerning Measures under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic, published as Article 2 of Act to Mitigate the Consequences of the COVID-19 Pandemic under Civil, Insolvency and Criminal Procedure Law of 27 March 2020, published in the Federal Law Gazette, Part I, of 27 March 2020, as amended by the Act on the Further Shortening of the Residual Debt Relief Procedure and on the Adjustment of Pandemic-Related Provisions in Company, Cooperative, Association and Foundation Law and in Tenancy and Lease Law of December 22, 2020, published in the Federal Law Gazette, Part I, of December 30, 2020, p. 3328 (in this amended version hereinafter "COVID-19-Act").

The following information serves the purpose to further explain these provisions pursuant to Section 121 para. (3) no. 3 AktG.

1. Requests to add items to the Agenda pursuant to Art. 56 sentences 2 and 3 SER, Section 50 para. (2) SEAG, Section 122 para. (2) AktG

Shareholders whose aggregate shareholdings represent five percent of the share capital or the proportionate amount of EUR 500,000.00 (this corresponds to 500,000 non-par value shares) may re-quest that items be placed on the Agenda and published. The request must be addressed in writing to the Administrative Board of the company and be received by the company at the latest on 11. Juli 2021, 24:00 hours (CEST). Please send such requests to the following address:

Spark Networks SE

- Administrative Board -

c/o Link Market Services GmbH Landshuter Allee 10

80637 Munich

Germany

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Each new item of the Agenda must also include a reason or a resolution proposal.

The publication and forwarding of requests for additions are carried out in the same way as in the convocation. They are also published on the Company's website at

https://www.spark.net/investor-relations/annual-meeting

and communicated to the shareholders.

This shareholder right is based upon the following statutory regulations:

Article 56 SER Notifying and adding items to the agenda

1 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. 2 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. 3The 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.

Article 50 SEAG Convening a meeting and adding items to the agenda at the request of a minority (excerpt)

1. One or more shareholders who together hold at least 5% of the subscribed capital or a pro rata amount of EUR 500,000 may request that one or more additional items be put on the agenda of any general meeting.

Section 122 AktG Convening a meeting at the request of a minority (excerpt)

(1) 1 The shareholders' meeting shall be called if shareholders whose holding in aggregate equals or exceeds one-twentieth of the share capital demand such meeting in writing, stating the purpose and the reasons of such meeting; such demand shall be addressed to the management board. 2The articles may provide that the right to demand a shareholders' meeting shall require another form or the holding of a lower proportion of the share capital. 3 Persons submitting a request must prove that they have held the shares for at least 90 days before the date the request is received and that they hold the shares until the Management Board decides on the request. 4 Section 121 (7) shall be applied accordingly.

(2) 1 In the same manner, shareholders whose shares amount in aggregate to no less than one twentieth of the share capital or represent an amount of the share capital corresponding to EUR 500,000 may demand that items be put on the agenda and announced. 2 Each new item shall be accompanied by an explanation or a draft proposal. 3 The demand in the sense of sentence 1 shall be provided to the company at least 24 days, in case of listed companies at least 30 days, prior to the meeting; the day of receipt shall not be included in this calculation.

Section 124 AktG Publication of requests for supplements; proposals for resolutions (excerpt)

(1) 1 If the minority has requested pursuant to Section 122 (2) that items be added to the agenda, these items shall be published either upon calling the meeting or immediately

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following receipt of the request. 2 Section 121 (4) shall apply analogously; moreover, Section 121 (4a) shall apply analogously to listed companies. 3 Publication and submission shall be made in the same way as applicable for calling the meeting.

2. Countermotions and election proposals by shareholders pursuant to Art. 53 SER, Section 126 para. (1), Section 127 AktG; exclusion of the right to file motions during the Annual General Meeting

Due to the fact that the Annual General Meeting will be held in the form of a virtual Annual General Meeting without the presence of shareholders and their proxies and with the exercise of voting rights only via (electronic) postal vote or the granting of a power of attorney with instructions, without the electronic participation of shareholders, the right of shareholders to submit motions at the Annual General Meeting is legally excluded. Countermotions and election proposals within the meaning of Sections 126 para. (1), 127 AktG and procedural motions may therefore not be made at the Annual General Meeting.

Countermotions and election proposals to be made accessible will be considered as having been made within the framework of the virtual Annual General Meeting if the shareholder or shareholder representative submitting the countermotion or the election proposal is duly registered for the Annual General Meeting (Section 1 para. (2) sent. 3 COVID-19-Act). This also applies to countermotions to items on the agenda which have been placed on the agenda at the request of a minority of shareholders pursuant to Section 122 para. (2) AktG on the basis of admissible and timely supplementary motions to the agenda.

Accordingly, shareholders may send the Company countermotions to proposals of the Management Board and/or Supervisory Board on certain items on the agenda as well as nominations for the election of Supervisory Board members or auditors before the Annual General Meeting. Such motions (together with the statement of grounds) and election proposals shall be addressed exclusively to the following address:

SPARK Networks SE

c/o Link Market Services GmbH

Landshuter Allee 10

80637 Munich

Germany

or by email to e-mail address: [e-mail]

Countermotions should be provided with a statement of grounds, this does not apply to election proposals.

Correct countermotions and election proposals received by the company at the above address by no later than 14 days before the day of the Annual General Meeting, i.e. by July 27, 2021, 24:00 hours (midnight) (CEST) will be published without delay on the website

https://www.spark.net/investor-relations/annual-meeting

including the name of the shareholder and, in particular, in the case of countermotions, the statement of grounds and, in the case of election proposals, the content to be added by the

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Management Board in accordance with Section 127 sent. 4 AktG, as well as any comments by the Management Board.

The company is not required to make a countermotion and its statement of grounds or an election proposal accessible if one of the exclusion criteria under Section 126 para. (2) AktG applies, for example because the election proposal or countermotion would lead to a resolution of the Annual General Meeting that would be contrary to the law or the Articles of Association, or because the statement of grounds contains false or misleading information. Furthermore, an election proposal does not have to be made accessible if the lection proposal does not contain the name, practiced profession and place of residence of the proposed candidate as well as his or her memberships in other statutory supervisory boards. The statement of grounds for a countermotion does not need to be made accessible if it exceeds 5,000 characters in total. The above also applies to countermotions to items on the agenda which have been placed on the agenda at the request of a minority of shareholders pursuant to Section 122 para. (2) AktG on the basis of admissible and timely supplementary motions to the agenda.

The provisions on which these shareholder rights are based, which among other things determine the conditions under which countermotions and election proposals may not be made accessible, read as follows:

Section 126 AktG Motions by Shareholders

(1) 1Motions by shareholders together with the shareholder's name, the grounds and any position taken by the management shall be made available to the persons entitled pursuant to Section 125 (1) - (3) under the conditions stated therein if at least 14 days before the meeting the shareholder sends to the address indicated in the notice convening the meeting, a motion counter to a proposal of the management board and supervisory board as to an item on the agenda. 2The date of receipt shall not be taken into account. 3In the case of listed companies, access shall be provided via the company's internet page. 4Section 125 (3) shall apply accordingly.

(2) 1A countermotion and its statement of grounds for this need not be made available, if:

1. the management board would by reason of such communication become criminally li- able;
2. the countermotion would result in a resolution of the shareholders' meeting which would be illegal or would violate the articles;
3. the grounds contain statements which are manifestly false or misleading in material respects or which are libelous;
4. a countermotion of such shareholder based on the same facts has already been communicated with respect to a shareholders' meeting of the company pursuant to
   Section 125;
5. the same countermotion of such shareholder on essentially identical grounds has al- ready been communicated pursuant to Section 125 to at least two shareholders' meetings of the company within the past five years and at such shareholders' meetings less than one-twentieth of the share capital represented has voted in favour of such countermotion;

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1. the shareholder indicates that he will neither attend nor be represented at the share- holders' meeting; or
2. within the past two years at two shareholders' meeting the shareholder has failed to make or cause to be made on his behalf a countermotion communicated by him.

2 The statement of the grounds need not be communicated if it exceeds 5 000 characters.

1. If several shareholders make countermotions for resolution in respect to the same subject matter, the management board may combine such countermotions and the respective statements of the grounds.

Section 127 AktG Nominations by Shareholders (excerpt)

1 Section 126 shall apply accordingly to a nomination by a shareholder for the election of a member of the supervisory board or external auditors. 2 Such nomination need not be supported by a statement of grounds for it. 3 The management board also need not communicate such nomination if it fails to contain the particulars required by Section 124 (3) sentence 4 and Section 125 (1) sentence 5. […]

Section 124 AktG Publication of Requests for Supplements; Proposals for Resolutions (excerpt)

(3) 4 The proposal for the election of members of the supervisory board or auditors shall state their name, profession and place of residence.

Section 125 AktG Communications to Shareholders and Members of the Supervisory Board (excerpt)

(1) 5 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 should be added.

1. Each member of the supervisory board may request that the management board send the same communication to him.

Section 1 para. (2) sent. 3 COVID-19-Act (excerpt)

[…]

1. […] 3Motions or nominations by shareholders which are to be made available pursuant to Section 126 or Section 127 of the German Stock Corporation Act (AktG) shall be deemed to have been made at the meeting if the shareholder making the motion or submitting the nomination is duly authorized and has registered for the annual general meeting.

3. Right of question by way of electronic communication pursuant to Section 131 para. (1) AktG in conjunction with Section 1 para. (2) sent. 1 no. 3, sent. 2 COVID- 19-Act

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