Spark : Invitation to Annual General Meeting

Convenience Translation. The German language version shall prevail in the event of any dispute or ambiguity.

SPARK NETWORKS SE

Munich

ISIN DE000A2E4RU2 ISIN US8465171002 (ADR)

Invitation to the Annual General Meeting

We hereby invite our shareholders to the

Annual General Meeting of Spark Networks SE with registered seat in Munich (the "Company")

to be held

on Wednesday, 29 July 2020, at 10.00 a.m. (CEST),

at the offices of Morrison & Foerster LLP, Potsdamer Platz 1, 10785 Berlin.

I. AGENDA

1.

Presentation of the adopted Annual Financial Statements, the approved Consolidated Financial Statements and the combined management report of Spark Networks SE and the Group for the year ended 31 December 2019 as well as the report of the Administrative Board for the financial year 2019

The aforementioned documents are available on the Company's website at

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

and will be accessible and explained in more detail at the Annual General Meeting.

In accordance with statutory provisions, no resolution by the Annual General Meeting is proposed for this agenda item 1 because the Administrative Board has already approved the adopted annual financial statements as well as the consolidated financial statements for the financial year 2019. Thus, the annual financial statements for the financial year 2019 are established in accordance with Art. 9 (1) lit. c) ii), Art.

10 SE- Regulation in conjunction with Sec. 172 Stock Corporation Act. Therefore, approval of the annual financial statements for the financial year 2019 by the Annual General Meeting is not required, Art. 9 (1) lit. c) ii), Art. 10 SE Regulation in conjunction with Sec. 173 Stock Corporation Act. For other documents referred to in this agenda item 1, statutory law only provides for a general information to the shareholders but no resolution by the General Meeting.

For information purposes, also a Form 20-F report containing consolidated financial information according to US IFRS standards will be accessible on the Company's website.

2. Resolution on the discharge of the members of the Administrative Board for the financial year 2019

The Administrative Board proposes that the members of the Administrative Board who were in office in the financial year 2019 shall be granted discharge for this period.

• 3. Resolution on the discharge of the Managing Directors for the financial year 2019

  The Administrative Board proposes that the Managing Directors who were in office in the financial year 2019 shall be granted discharge for this period.

• 4. Election of the Auditor for the Financial Statements and for the Consolidated Financial Statements as well as for review of interim financial reports

  The Administrative Board proposes to adopt the following resolution:

  KPMG AG Wirtschaftsprüfungsgesellschaft, Niederlassung Leipzig, Münzgasse 2, 04107 Leipzig, is elected as auditor for the financial statements and group auditor for the consolidated financial statements for the fiscal year 2020 and as auditor for any review of interim financial reports for the fiscal year 2020 and for any review of interim financial reports for the fiscal year 2021 issued before the 2021 Annual General Meeting.

• 5. Resolution on the decrease of the number of Administrative Board members

  In accordance with Art. 43 (2), (3) SE Regulation and Sec. 23 of the SE Regulation Implementation Act

  ("SEAG") in conjunction with § 10 (1) sentence 2 of the Company's Articles of Association ("AoA") and

  the resolution of the Extraordinary General Meeting of 3 June 2019 (agenda item 2), the Administrative Board currently consists of eight members elected by the General Meeting.

  Pursuant to § 10 (1) sentence 1 AoA and Sec. 23 (1) SEAG, the Administrative Board of the Company shall consist of at least three and at most fifteen members. Furthermore, according to § 10 (1) sentence

  2 AoA, the General Meeting determines the number of members of the Administrative Board taking into account Sec. 23 (1) SEAG, which determines the maximum number of members of the Administrative Board.

  For the sake of an even more efficient setup of the Company's management, the number of Administrative Board members shall be decreased to seven members until further notice.

  Therefore, the Administrative Board proposes to adopt the following resolution:

  With effect as of the end of the Annual General Meeting on 29 July 2020, the number of members of the Administrative Board is set to seven members until further notice.

6.

Resolution on the amendment of § 16 of the Articles of Association (Remuneration of Administrative Board members)

Given the Company's listing on the New York Stock Exchange (NYSE) and the US characteristics of the Spark Networks Group, the determination of the current remuneration of the Administrative Board members follows the remuneration of comparable US-based companies. In order to properly reflect the Administrative Board members' increasing tasks and responsibilities resulting from the Company's expansion as well as for the Company to remain attractive for qualified candidates for the Administrative Board, the Administrative Board proposes re-word § 16 (1) AoA as follows:

"(1) The members of the Administrative Board shall receive a fixed remuneration for each full fiscal year of Administrative Board membership. This remuneration amounts to EUR 80,000 for each Administrative Board member.

The fixed remuneration shall be increased by the amounts set out below for serving on the following positions:

(i) EUR 40,000 for the Chairman of the Administrative Board, (ii) EUR 20,000 for the Vice Chairman, (iii) EUR 18,000 for the Chairman of the Presiding and Nominating Committee, (iv) EUR 10,000 for other members of the Presiding and Nominating Committee, (v) EUR 20,000 for the Chairman of the Audit Committee and (vi) EUR 12,500 for other members of the Audit Committee.

If a member of the Administrative Board serves on several of the above positions, the respective increase amounts shall apply cumulatively.

Members of the Administrative Board who are also Managing Directors of the Company shall be compensated exclusively under their respective service agreements for their duties carried out in their capacity as Managing Director."

• 7. Resolution on the amendment of § 19 of the Articles of Association (Possibility for Administrative Board members to attend the Annual General Meeting by means of audio and video transmission)

  The provisions of the AoA on how Administrative Board members can attend the annual general meeting shall be modernized to better reflect the international composition of the Administrative Board.

  Therefore, the Administrative Board proposes to resolve that § 19 AoA is complemented by an additional paragraph (5) that reads as follows:

  "(5) In consultation with the Chairman of the Meeting, Members of the Administrative Board may also attend the Company's General Meeting of Shareholders by means of audio and video transmission, if such Members of the Administrative Board are tied up with business or their attendance would require time-consuming or expensive travel to the venue of the General Meeting of Shareholders."

• 8. Resolution on the election of Administrative Board members

  Pursuant to the resolution proposed for agenda item 5, with effect as of the end of the Annual General Meeting on 29 July 2020, the number of members of the Company's Administrative Board shall be set to seven members until further notice.

  Further, all current members of the Administrative Board have been elected to the Administrative Board of Spark Networks SE by the Extraordinary General Meeting of 3 June 2019 for a period until the end of the Annual General Meeting that resolves on granting the Administrative Board members discharge for the fiscal year 2019, at most, however, for a term of six years after the appointment of the respective Administrative Board member.

  Thus, pursuant to Art. 43 (2), (3) SE Regulation, Sec. 23 SEAG in conjunction with § 10 (1) sentence 2 AoA and the resolution of this Annual General Meeting on 29 July 2020 (agenda item 5), seven new members shall be elected to the Administrative Board.

  Based on the recommendation of its Presiding and Nominating Committee, the following individuals shall be elected to the Administrative Board of Spark Networks SE, each for a term beginning with the end of this General Meeting on 29 July 2020 until the end of the General Meeting which resolves on granting the Administrative Board members discharge for the fiscal year 2019, but not longer than for a maximum term of six years from the beginning of their respective term of office:

  a) Eric Eichmann, Managing Director of Spark Networks SE, resident in Montclair (New Jersey), USA;

• b) David Khalil, founder and member of the advisory board of Sunshine Smile GmbH, Berlin, resident in Berlin;

• c) Bradley J. Goldberg, founder and Chief Executive Officer (CEO) of Quartz Strategic, LLC, Seattle (Washington), USA, resident in Seattle (Washington), USA;

• d) Colleen Birdnow Brown, founder and Chief Executive Officer (CEO) of Marca Global LLC, Denver (Colorado), USA, resident in Parker (Colorado), USA;

• e) Axel Peter Hefer, member of the management board and Chief Executive Officer (CEO) of trivago N.V., Düsseldorf, Germany, resident in Hagen, Germany;

• f) Cheryl Michel Law, Chair of the Board of Directors of Compare.com (USA) and member of the Board of Directors of Ydesign Group (USA), resident in San Francisco (California), USA;

• g) Chelsea Grayson, Executive-in-Residence at Bouncex, member of the Boards of Directors of Vireo Health (USA), Rex Mundi (USA) and Sugarfina (USA), resident in Los Angeles (California), USA.

With regard to the Administrative Board members proposed for election, the following information is disclosed pursuant to Sec. 125 (1) sentence 5 Stock Corporation Act:

None of the proposed Administrative Board members is a member in another domestic supervisory board the establishment of which is required by law.

The candidates are members in the following comparable domestic or foreign controlling bodies of commercial enterprises:

Candidate	Position in comparable domestic or foreign controlling bodies of
commercial enterprises
Cheryl Michel Law	Chair of the Board of Directors of Compare.com (USA) and member of
the Board of Directors of Ydesign Group (USA)
David Khalil	Member of the advisory board of Sunshine Smile GmbH, Berlin
Colleen Birdnow Brown	Member of the Board of Directors of TrueBlue, Inc. and Big 5 Sporting
Goods Corporation
Chelsea Grayson	Member of the Board of Directors of Vireo Health (USA)

In the opinion of the Administrative Board, there are no personal or professional relationships between the proposed candidates and Spark Networks SE, its group companies or the corporate bodies of Spark

Networks SE or any shareholder directly or indirectly holding more than 10 % of the voting shares in the Company, which an objectively judging shareholder would consider decisive for his election decision.

The proposals of the Administrative Board observe statutory requirements as well as the objectives determined by the Administrative Board of Spark Networks SE regarding its composition. Furthermore, in the opinion of the Administrative Board, all candidates proposed for election are independent within the meaning of the German Corporate Governance Code (Deutscher Corporate Governance Kodex).

Short CVs and further information regarding the Administrative Board candidates can be found at the

Company's website

https://sparknetworksinc.gcs-web.com/extraordinary-general-meeting

It is intended to let the Annual General Meeting decide on the election of the candidates to the Administrative Board by way of separate ballot.

• 9. Resolution on the amendment of § 2 and § 5 of the Articles of Association due to changes resulting from the Act Implementing the Second Shareholders' Rights Directive (ARUG II)

  The Act Implementing the Second Shareholders' Rights Directive (ARUG II) of 12 December 2019 (Federal Law Gazette Volume 2019 Part I No. 50 of 19 December 2019) will amend, inter alia, the provisions of the German Stock Corporation Act on the share register (Sec. 67 German Stock Corporation Act) as well as on notifications to shareholders in advance of annual general meetings (Secs. 125, 128 German Stock Corporation Act). Pursuant to Sec. 67 (1) German Stock Corporation Act, in the future shareholders will also be required to provide an electronic address for entry in the share register. The previous regulations in Secs. 125, 128 German Stock Corporation Act on notifications to shareholders and their transmission do not longer apply or are replaced by new regulations.

  The amendments to Secs. 67, 125, 128 German Stock Corporation Act as a result of ARUG II will only apply from 3 September 2020 and will apply to annual general meetings convened after 3 September 2020 for the first time. The amendments will thus be applicable before the Company's Annual General Meeting in 2021. Therefore, corresponding amendments to § 2 and § 5 AoA should be resolved already. By means of appropriate registration with the commercial register, the Administrative Board shall ensure that the amendments to the Articles of Association do not take effect before 3 September 2020.

  Thus, the Administrative Board proposes to adopt the following resolution:

  • a) § 2 paragraphs (2) and (3) AoA are deleted without replacement.

  • b) § 5 (1) AoA is amended and restated as follows:

    "(1) The shares of the Company are registered shares.

    The Company maintains an electronic share register. The shareholders must provide the Company with the information required for entry in the share register pursuant to Sec. 67 (1) sentence 1 German Stock Corporation Act (AktG) as amended. Furthermore, it must be communicated to which extent the shares belong to the person who is to be entered as the holder in the share register.

    If shareholders submit an electronic address for entry in the share register, the Company will send notifications pursuant to Sec. 125 German Stock Corporation Act (AktG) by electronic communication to this address, unless such shareholder expressly objects to this procedure. The Administrative Board is entitled to send - but no shareholder entitled to request receiving - these notifications by other means."

  • c) Instruction regarding registration with the commercial register

  The Administrative Board is instructed to apply for registration of the amendments to the Articles of Association pursuant to the above letters a) and b) with the commercial register no earlier than 3 September 2020 and provided that the relevant amendments to the German Stock Corporation Act as published in the Federal Law Gazette (Bundesgesetzblatt) Volume 2019 Part I No. 50 of 19 December 2019 remain in force.

• 10. Resolution on the creation of a new Authorized Capital in the amount of 10 % of the share capital