Mister Spex : Explanations of the rights of shareholders

Published: 2024-04-29 05:43:25 ET MRX.DE

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

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.

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

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::

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

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

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)

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

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

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

(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.

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

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: [email protected]

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

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

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

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

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.

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

(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.

(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.

Provision of information may not be refused for other reasons.

Berlin, April 2024

Mister Spex SE

The Management Board

Disclaimer

Mister Spex SE published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 09:42:06 UTC.