TeamViewer : Conversion Plan incl. Articles of Association dated March 22, 2022

Convenience translation

This translation is a working translation only. Legally binding and relevant is solely the German version.

CONVERSION PLAN OF TEAMVIEWER AG

PREVIEW

• A. TeamViewer AG is a stock corporation under German law with its registered office in Göppingen, Germany, registered with the Commercial Register of the Local Court of Ulm under HRB 738852, business address Bahnhofsplatz 2, 73033 Göppingen, Ger-many (the "Company"). Its shares are admitted to trading on the regulated market of the Frankfurt Stock Exchange in the sub-segment with additional post-admission obli-gations (Prime Standard) under ISIN DE000A2YN900. The Company plans to convert into the legal form of a European Company (Societas Europaea, SE) by way of a change of the legal form pursuant to Art. 37 para. 1, Art. 2 para. 4 of Council Regulation (EC) No. 2157/2001 of October 8, 2001, on the Statute for a European Company (SE) ("SE Regulation"). Furthermore, the German Act on the Implementation of Council Regu-lation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European Company (SE) of December 22, 2004 (SE Implementation Act; "SEAG") and the German Act on the Involvement of Employees in a European Company of December 22, 2004 (Ger-man SE Involvement Act; "SEBG") shall apply to this conversion.

• B. The Company fulfils the requirements for the conversion into the legal form of a SE by way of a change of the legal form. It is a stock corporation under German law with its registered office and headquarters in Göppingen, Germany. The share capital of the Company currently amounts to EUR 201,070,931.00 and is divided into 201,070,931 no-par value bearer shares. The Company holds direct or indirect investments in various domestic and foreign companies, some of which have their statutory registered office in other member states of the European Union ("EU") (collectively hereinafter referred

to as the "TeamViewer Group"). In the EU, the TeamViewer Group has locations in Germany, Greece, Portugal and Austria. In the contracting states of the European Eco-nomic Area ("EEA") beyond the member states of the EU, the Company currently does not hold any investments, so that the EEA is not to be considered in the following. The Company's subsidiaries include, among others, TeamViewer Greece EPE with regis-tered office and head office in Ioannina, Greece, in which the Company has held a 100% interest since August 06, 2019 and thus for more than two years.

C.

The Company considers the legal form of a European Company (SE) to be a contem-porary legal form suitable for the current corporate culture and business orientation of the TeamViewer Group. The intended conversion underlines the global orientation and identity of the TeamViewer Group, which is also manifested in the fact that people from over 70 nations work for the TeamViewer Group, of which 45% outside of Germany. The intended conversion enables the Company to continue the existing and successfully established corporate governance structure with a dualistic management system.

Therefore, the Management Board of the Company has drawn up the following Conversion Plan pursuant to Art. 37 para. 4 SE Regulation:

• I. Conversion of the Company into TeamViewer SE

• 1. The Company will be converted pursuant to Art. 2 para. 4 in conjunction with Art. 37 SE Regulation by way of a conversion of legal form into the legal form of a European

  Company (Sociatas Europaea, SE).

• 2. The Company, as a stock corporation incorporated under German law with its registered office in Göppingen, Germany, i.e. a member state of the EU, has had a subsidiary governed by the laws of another EU member state for more than two years. This is TeamViewer Greece EPE with its registered office and headquarters in Ioannina, Greece, registered under Register No. 151635801000, in which the Company has held a 100% interest since August 06, 2019, and thus for more than two years. The require-ments for a change of the legal form pursuant to Art. 2 para. 4 in conjunction with Art. Art. 37 SE Regulation are thus fulfilled or will be fulfilled with regard to the legal form at the time of the registration of the SE in the Commercial Register. The registered office and the headquarters of the Company will also be in Göppingen, Germany, after the change of the legal form.

• 3. The conversion of the legal form of the Company into the legal form of a SE does neither result in its dissolution nor in the formation of a new legal entity. A transfer of assets does not take place due to the preservation of the identity of the legal entity. The Company will continue to exist in the legal form of a SE under the name "TeamViewer SE". Due to the identity of the legal entity, the participation of the shareholders in TeamViewer SE also continues unchanged. The conversion has no effect on the stock exchange listing of the Company or on the exchange trading of the shares as well as the existing inclusion of the shares of the Company in stock exchange indices.

• 4. TeamViewer SE will - like TeamViewer AG - have a dualistic system consisting of a Management Board as management body within the meaning of Art. 38 lit. b), 39 para. 1 SE Regulation, and a Supervisory Board as supervisory body within the meaning of Art. 38 lit. b), Art. 40 para. 1 SE Regulation. The Supervisory Board mandates of the Supervisory Board members holding office with the Company remain unaffected by the conversion of the Company into the legal form of SE. In this respect, the principle of continuity of office applies in accordance with Section 203 sentence 1 UmwG (Ger-man Conversion Act) in conjunction with Art. 15 para. 1 SE Regulation. Art. 15 para. 1 SE Regulation (cf. also Section V. of this Conversion Plan). The size and composition of the Supervisory Board will remain unchanged upon conversion into TeamViewer SE.

• 5. Shareholders who object to the conversion will not receive an offer of cash compensa-tion. Such an offer is not provided by law.

• II. Effectiveness of the conversion

  The conversion of the Company shall become effective upon its registration in the Com-mercial Register of the Company, i.e. the Commercial Register at the Local Court of Ulm ("Conversion Date").

• III. Company Name, Registered Office, Articles of Association and Share Capital of TeamViewer SE as well as Continuation of Resolutions of the General Meeting of TeamViewer AG

1.

The Company name of the SE is "TeamViewer SE".

• 2. The registered office of TeamViewer SE will continue to be Göppingen, Germany. The General Meeting is also located there.

• 3. TeamViewer SE will receive the Articles of Association (German version with English convenience translation) attached as Annex. These are an integral part of this Conver-sion Plan.

• 4. The registered share capital of TeamViewer AG in the amount of EUR 201,070,931.00 existing at the time of conversion and in the division into 201,070,931 no-par value bearer shares existing at that time will become the share capital of TeamViewer SE.

• 5. The persons and companies who are shareholders of the Company at the Conversion Date will become shareholders of TeamViewer SE to the same extent and with the same number of no-par value bearer shares in the share capital of TeamViewer SE as they hold in the share capital of the Company immediately prior to the Conversion Date. The arithmetical share of each no-par value share in the share capital in the amount of EUR 1.00 remains as it existed immediately prior to the Conversion Date.

• 6. The Articles of Association of TeamViewer SE correspond to the conversation date with respect to the following:

  • a) the share capital figure with the division into no-par value shares in TeamViewer SE (§ 4 (1) and (2) of the Articles of Association of TeamViewer SE) the share capital figure with the division into no-par value shares in TeamViewer AG (§ 4 (1) and (2) of the Articles of Association of TeamViewer AG);

  • b) the authorized capital pursuant to § 4 (3) of the Articles of Association of TeamViewer SE to the authorized capital pursuant to § 4 (3) of the Articles of Association of TeamViewer AG; and

  • c) the conditional capital pursuant to § 4 (4) of the Articles of Association of TeamViewer SE to the conditional capital pursuant to § 4 (4) of the Articles of Association of TeamViewer AG.

  Any changes regarding the amount of the share capital as well as the included amounts of the authorized capital and/or the conditional capital of TeamViewer AG shall also apply to TeamViewer SE.

• 7. The Supervisory Board of TeamViewer SE (alternatively the Supervisory Board of TeamViewer AG) is authorized, prior to the registration of TeamViewer SE in the Com-mercial Register, to amend the wording of § 4 of the future Articles of Association of TeamViewer SE attached as an annex to the wording of § 4 of the Articles of Associa-tion of TeamViewer AG, if necessary, so that it reflects the status of the share capital of the Company at the time of conversion. The Supervisory Board is further authorized to make amendments to the Articles of Association attached as annex, on which the registration court makes registration of the conversion conditional, insofar as these amendments relate to the wording.

• 8. Resolutions of the General Meeting of the Company, in particular authorizations granted outside the Articles of Association pursuant to Section 71 para. 1 no. 8 AktG and Section 221 AktG, will continue to apply unchanged for TeamViewer SE to the extent that they have not yet been completed at the Conversion Date. As of the Conver-sion Date, the aforementioned authorizations apply to the shares of TeamViewer SE and no longer to the shares of TeamViewer AG.

• IV. MANAGEMENT BOARD

• 1. The offices of all members of the Management Board of the Company shall end when the conversion becomes effective, i.e. when it is entered in the Commercial Register.

• 2. Pursuant to § 6 (1) of the Articles of Association of TeamViewer SE, the Management Board will continue to consist of one or more persons after the conversion has become effective and the Supervisory Board will determine the number of members of the Man-agement Board.

• 3. Notwithstanding the decision-making authority of the Supervisory Board of TeamViewer SE, it is to be assumed that the members of the Management Board of the Company currently in office or already appointed with effect as of a future date will be appointed as members of the Management Board of TeamViewer SE. This applies spe-cifically to Mr Oliver Steil. An exception applies to Mr Stefan Gaiser, who will resign from the Management Board of the Company upon expiration of his service agreement on August 18, 2022 and thus will presumably no longer be appointed as a member of the Management Board of TeamViewer SE.