SPARK : AGM invitation - convenience translation

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

On

Wednesday, August 31, 2022, at 4.00 p.m. (CEST),

the Annual General Meeting of the Spark Networks SE with registered seat in Mu- nich (the "Company") takes place at the offices of Morrison & Foerster LLP, Pots- damer Platz 1, 10785 Berlin.

We hereby cordially invite our shareholders to attend.

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1. AGENDA

1. Presentation of the adopted annual financial statements, the approved con- solidated financial statements and the combined management report of Spark Networks SE and the group for the year ended December 31, 2021 as well as the report of the administrative board for the financial year 2021

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 December 31, 2021 as well as the report of the Administrative Board for the financial year 2021 are available on the Company's website at:

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

and will be explained in more detail during the Annual Meeting.

In accordance with statutory provisions under applicable German law, no resolution by the Annual Meeting is proposed for this proposal no. 1 because the Administrative Board has already approved the adopted annual financial statements as well as the consolidated financial statements for the financial year 2021. Thus, the annual financial statements for the financial year 2021 have been established in accordance with Art. 9 (1) lit. c) ii), Art. 10 SE-Regulation in conjunction with Sec. 172 German Stock Corporation Act*. Therefore, approval of the annual financial statements for the financial year 2021 by the Annual General Meeting is not required, Art. 9 (1) lit. c) ii), Art. 10 SE Regulation in conjunction with Sec. 173 German Stock Corporation Act. For other documents referred to in this proposal no. 1, German statutory law only provides for a general information to the shareholders but no resolution by the Annual Meeting.

For information purposes, an Annual Report on Form 10-K for the year ended Decem- ber 31, 2021, which contains the consolidated financial statements made in accordance with IFRS is also made available on the Company's website.

• The relevant provisions for stock corporations domiciled in Germany, in particular the provisions of the HGB and the German Stock Corporation Act (Aktiengesetz - AktG), apply to the Company due to the conflict-of-law rules set out in Art. 5, Art. 9 (1) lit. c) ii), Art. 53 as well as Art. 61 of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SER) unless otherwise provided for by any more specific rules of the SER.

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2. Resolution on the discharge of the Managing Directors for the financial year 2021

The Administrative Board proposes that the Managing Directors who were in office in the financial year 2021 shall be granted discharge for this period.

3. Resolution on the discharge of the members of the Administrative Board for the financial year 2021

The Administrative Board proposes that the members of the Administrative Board who were in office in the financial year 2021 shall be granted discharge for this period.

4. Appointment of the auditor for the financial statements and for the consol- idated financial statements as well as for the review of interim financial re- ports and ratification of independent registered public accounting firm

Our Audit Committee has selected BDO USA, LLP as our independent registered public accounting firm for the year ended December 31, 2022, and BDO AG Wirtschaftsprüfungsgesellschaft, Katharina-Heinroth-Ufer 1, 10787 Berlin, Germany as our local statutory auditor for the fiscal year ending December 31, 2022 (collec- tively, "BDO").

At the Annual Meeting, the shareholders are being asked to ratify the appointment of BDO as our auditor for the financial statements and for the consolidated financial statements as well as for review of interim financial reports for the fiscal year ending De- cember 31, 2022. Under mandatory German corporate law the Annual Meeting must elect the auditor of the company for the current fiscal year. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal and if an auditor has not been elected by the end of the ongoing financial year, the Local Court of Munich, Germany shall appoint the auditor at the request of the legal repre- sentatives, the Administrative Board or a shareholder of Spark Networks SE.

Principal Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

Our Audit Committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

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Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. Our Audit Committee may also pre-approve particular services on a case-by-case ba- sis. All of the services relating to the fees described in the table below were approved by our Audit Committee.

The following table presents fees for professional audit services rendered by (i) KPMG AG Wirtschaftsprüfungsgesellschaft, our independent auditors for the fiscal year De- cember 31, 2020, and (ii) BDO USA, LLP, our independent auditors for the fiscal year ended December 31, 2021 (in thousands).

Fee Category			2021			2020
Audit fees(1)		$	985		$	2,343
Tax fees(2)			12			21
Total Fees		$	997		$	2,364

1. Audit fees for 2021 and 2020 include costs associated with the interim procedures and annual audits, including costs associated with the US GAAP conversion in 2020, and statutory audits required internationally. Total Audit fees in 2020 have been restated from the prior year to in- clude an overrun fee for additional audit-related services, which were billed in June and July of 2021.
2. Tax fees for 2021 and 2020 represent tax and VAT compliance.

Shareholders are being asked at the Annual Meeting to approve, and the Administrative Board, based on the recommendation of the Audit Committee, proposes to adopt the following resolution:

BDO USA, LLP, is appointed as independent registered public accounting firm for the Company for the year ended December 31, 2022, and BDO AG Wirtschaftsprüfungsgesellschaft, Katharina-Heinroth-Ufer 1, 10787 Berlin, Germany is appointed as local statutory auditor for the financial statements and group auditor for the consolidated financial statements for the fiscal year 2022 and as auditor for any review of interim financial reports for the fiscal year 2022 and for any review of interim financial reports for the fiscal year 2023 issued before the 2023 Annual General Meet- ing.

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Annex to agenda item 4 - Report of the audit committee

The Audit Committee is appointed by the Board of Directors to assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the integrity of Spark's financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory re- quirements, (2) the qualifications, independence, and performance of Spark's independent registered public accounting firm, (3) the performance of Spark's internal audit function, if any, and (4) other matters as set forth in the charter of the Audit Committee approved by the Board of Directors.

Management is responsible for the preparation of Spark's financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of Spark's financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and issuing a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of Spark Networks SE for the fiscal year ended De- cember 31, 2021. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable standards of the PCAOB. In addition, the Audit Committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of Spark Networks SE be included in Spark's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) "soliciting material," (2) "filed" with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the

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