Spark : Explanation Shareholders Rights

Annual General Meeting Spark Networks SE on 29 July 2020

EXPLANATION OF THE RIGHTS OF SHAREHOLDERS

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

The convocation notice already contains information on shareholders' rights pursuant to Art. 53 and Art. 56 sentences 2 and 3 SER, in conjunction with Sec. 50 (2) SEAG, Sec. 122 (2) AktG and Sec. 126 (1), Sec. 127, Sec. 131 (1) AktG. The following information serves the purpose to further explain these provisions pursuant to § 121 (3) no. 3 AktG.

1.

Requests to amend the agenda pursuant to Art. 56 sentence 2 and sentence 3 SER, Sec. 50 (2) SEAG, Sec. 122 (2) AktG

Shareholders whose aggregate shareholdings represent five percent of the share capital or the pro- portionate amount of € 500,000.00 (this corresponds to 500,000 non-par value shares) may request 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 28 June 2020. 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

Each new item of the Agenda must also include a reason or a resolution proposal. Shareholders of the company are not subject to the requirement applicable to a German stock corporation accord-ing to which shareholders must have held their shares for at least 90 days (Art. 56 SER in conjunc-tion with § 50 (2) SEAG). The provisions of Sec. 70 and Sec. 121 (7) AktG must be observed in deter-mining this period. The publication and forwarding of requests for additions are carried out in the same way as in the convocation.

This shareholder right is based upon the following statutory regulations:

Article 56 SER

One or more shareholders who together hold at least 10 % of an SE's subscribed capital may re-quest that one or more additional items be put on the agenda of any general meeting. The proce-dures 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 SEAG

Convocation of and amendment to the agenda at the request of a minority (excerpt)

(2) The amendment to 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 percent of the subscribed capital or represent an amount of the subscribed capital corresponding to EUR 500,000.

Section 122 AktG

Convocation of a meeting at the request of a minority (excerpt)

(1) The General Meeting shall be called if shareholders, whose holding in aggregate equals or ex-ceeds 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. The articles may provide that the right to demand a General Meeting shall require another form or the holding of a lower proportion of the share capital. The petitioners must evidence that they have held their shares for a period of at least 90 days prior to the date the request is received by the company and that they hold the shares until the decision upon their request is passed by the man-agement board. Section 121 (7) shall apply accordingly.

(2) In the same manner, shareholders whose shares amount in aggregate to not 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 are put on the agenda and published. 2Each new item shall be accompanied by an explanation or a draft proposal. 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.

General provisions (excerpt)

(7) 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 Sun-day, 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 shall not be applied analogously. In case of unlisted compa-nies, the articles may provide for a different calculation of the deadline.

2.

Shareholders' counterproposals and election proposals pursuant to Art. 53 SER, Sec. 126 (1),

Sec. 127 AktG

The company's shareholders may submit counterproposals to the proposals of the Administrative Board on specific Agenda Items and election proposals for the election of Administrative Board mem-bers or auditors. Such proposals (including their statement of reasons, if any) and election proposals are to be sent solely to:

Spark Networks SE c/o Link Market Services GmbH Landshuter Allee 10

80637 Munich Germany or by telefax: [phone] or by e-mail to:[e-mail]

Counterproposals as well as election proposals do not require a statement of reasons.

Shareholders' counterproposals and election proposals that fulfill the requirements and are received by the company at the address specified above by 14 July 2020, at the latest, will be made accessible through the websitehttp://investor.spark.net/shareholder-services/annual-meetingalong with the name of the shareholder and, specifically in the case of counterproposals, the reason and, in the case of election proposals, the additional information to be provided by the Administrative Board pursu-ant to Sec. 127 sentence 4 AktG, as well as any comments by the Administrative Board.

The company is not required to make a counterproposal and a statement of reason, if any, or an election proposal accessible if one of the reasons for exclusion pursuant to Sec. 126 (2) AktG apply, for example, because the election proposal or counterproposal would lead to a resolution by the General Meeting that breaches the law or the Articles of Association or its reason apparently contains false or misleading information with regard to material points. Furthermore, an election proposal does not have to be made accessible if the proposal does not contain the name, the current occupa-tion and the place of residence of the proposed person as well as his / her membership in other statutory supervisory boards. The reason for a counterproposal need not be made accessible if its total length is more than 5,000 characters.

Note that counterproposals and election proposals, even if they have been submitted to the com-pany in advance in due time, will only be considered at the General Meeting if they are submitted /put forward verbally there. The right of every shareholder to put forward counterproposals on the various Agenda Items or election proposals even without a previous submission to the company re-mains unaffected.

This shareholder right is based upon the following statutory regulations:

Section 126 AktG

Motions by Shareholders

(1) Motions by shareholders together with the shareholder's name, the grounds and any positions taken by the management board shall be made available to the persons entitled pursuant to Sec-tion 125 (1) to (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. The date of receipt shall not be taken into account. In the case of listed companies, access shall be provided via the company's Internet page. Section 125 (3) shall apply analogously.

(2) A counterproposal and the grounds for this need not be made available if

• 1. the management board would by reason of such communication become criminally liable;

• 2. the counterproposal would result in a resolutions by the General 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 libellous;

4. a counterproposal of such shareholder based on the same facts has already been communi-cated with respect to a General Meeting of the company pursuant to Section 125;

5. the same counterproposal of such shareholder on essentially identical grounds has already been communicated pursuant to Section 125 to at least two General Meetings of the company within the past five years and at such General Meeting less than one-twentieth of the share capital rep-resented has voted in favour of such counterproposal;

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 has failed to make or cause to be made on his behalf a counterproposal communicated by him.

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

(3) If several shareholders make counterproposals for resolution in respect to the same subject matter, the management board may combine such counterproposals and the respective state-ments of the grounds.

Nominations by shareholders

Section 126 shall apply analogously to a nomination by a shareholder for the election of a member of the supervisory board or independent auditors. Such nomination need not be supported by a statement of the reasons therefore. The management board need not communicate such nomina-tion if the nomination fails to contain information pursuant to Section 124 (3) sentence 4 and Sec-tion 125 (1) sentence 5. The management board shall ensure that the nomination by a shareholder for the election of supervisory board members of listed companies which are subject to the German Co-Determination Act (MitbestG), the German Act on Co-Determination in the Coal, Iron and Steel Industry (MontanMitbestG) or the German Supplementary Co-Determination Act (MitbestErgG) is accompanied by the following information:

• 1. Reference to the requirements of Section 96 (2),

• 2. Statement as to whether there has been an objection to joint compliance pursuant to Section 96 sec. (2) sentence 3 and

3. Statement as to the minimum number of seats on the supervisory board to be occupied by women and by men so that the minimum quota required by Section 96 (2) sentence 1 is complied with.

Section 124 AktG

Publications of requests for supplements; proposals for resolutions (excerpt)

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

Section 125 AktG

Communications to shareholders and members of the supervisory board (excerpt)

(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 con-trolling bodies of enterprises should be added.

3.

Right to obtain information pursuant to Art. 53 SER, Sec. 131 (1) AktG