Annual general meeting of Jumia Technologies AG on 14 August 2023

Convenience Translation

Report of the Management Board regarding the partial utilization of the Authorized Capital 2021/II excluding shareholders' subscription rights in connection with the settlement of claims under the VRSUP 2019, the VRSUP 2020 and the VRSUP 2021

Pursuant to section 4(5) of the articles of association in the version existing at the time of the Virtual Annual General Meeting on 13 July 2022, the Management Board was originally authorized, through 8 June 2026 to increase, once or repeatedly and each time with the consent of the Supervisory Board, the share capital by up to a total amount of EUR 95,099,982.00 through the issuance of up to 95,099,98 new no-par value bearer shares against contributions in cash and/or in kind, including claims against the Company in accordance with the Authorized Capital 2021/II. As part of the authorization under the Authorized Capital 2021/II, the shareholders' subscription rights were excluded for one or more capital increases in the context of the Authorized Capital 2021/II, among others, to issue shares to settle, at the discretion of the Company, claims from vested Virtual Restricted Stock Units ("VRSUs") granted under the VRSUP 2019, the VRSUP 2020 and the VRSUP 2021, in each case against contribution of the claims for payments originated under the VRSUs.

The pro rata amount of the share capital attributable to the new shares issued to settle claims under the VRSUP 2019, VRSUP 2020 and the VRSUP 2021 may not exceed 10% of the share capital of the Company existing at the time of the adoption of the resolution of the Conditional Capital 2021/III by the Annual General Meeting of 9 June 2021 or the ex- ercise, depending on which is lowest. Towards this limit shall count the pro-rata amount of the share capital attributable to any shares that were issued or transferred from authorized capital, conditional capital or from treasury shares to members of the Management Board of the Company and employees of the Company, as well as members of the management and employees of companies affiliated with the Company within the meaning of section 15 of the German Stock Corporation Act, respectively their investment vehicles, in the context of participation programs ever since the resolution of the Conditional Capital 2021/III was adopted.

Since the day the Virtual Annual General Meeting 2022 of the Company was convened, the Company issued new shares from the Authorized Capital 2021/II under the exclusion of the shareholders' subscription rights as follows:

  • On 12 July 2022, the Management Board resolved to increase the Company's share

capital from EUR 199,754,122.00 by an amount of EUR 1,259,082.00 to EUR 201,013,204.00 through the issuance of 1,259,082 new no-par value bearer shares with a pro-rata amount of the Company's share capital of EUR 1.00. The new shares were issued to Juwel 179. V V UG (haftungsbeschränkt), acting as subscription and execution trustee for participants of the VRSUP 2019, VRSUP 2020 and the VRSUP 2021 of the Company. The new shares were issued against contribution in kind of the payment claims of the participants against the Company from vested VRSUs in an amount of EUR 5,524,281.83, which these participants had assigned to Juwel 179. V V UG (haftungsbeschränkt). The Supervisory Board approved this resolution on 15 July 2022, and the capital increase was registered in the commercial register on 6 August 2022.

  • On 18 May 2023, the Management Board resolved to increase the Company's share

capital from EUR 201,232,560.00 by an amount of EUR 1,044,806.00 to EUR 202,277,366.00 through the issuance of 1,044,806 new no-par value bearer

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shares with a pro-rata amount of the Company's share capital of EUR 1.00. The new shares were issued to Juwel 179. V V UG (haftungsbeschränkt), acting as subscription and execution trustee for participants of the VRSUP 2021 of the Company. The new shares were issued against contribution in kind of the payment claims of the participants against the Company from vested VRSUs in an amount of USD 1,811,693.60 (equivalent to EUR 1,675,454.25), which these participants had assigned to Juwel 179. V V UG (haftungsbeschränkt). The Supervisory Board approved this resolution on 26 May 2023, and the capital increase was registered in the commercial register on 20 June 2023.

The new shares were issued on both cases to settle claims from vested VRSUs granted under the VRSUP 2019, the VRUSP 2020 and the VRSUP 2021 against contribution in kind in the form of the claims for payments originated under the VRSUs. For this purpose, the shareholders' subscription rights had been excluded by the Annual General Meeting adopting the Authorized Capital 2021/II.

Based on the above considerations, the exclusion of subscription rights in connection with the settlement of payment claims under the VRSUP 2019, the VRSUP 2020 and the VRSUP 2021 described above was in line with the authorization under the Authorized Capital 2021/II and overall justified.

Berlin, July 2023

Jumia Technologies AG

The Management Board

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Jumia Technologies AG published this content on 07 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 July 2023 13:08:07 UTC.