Convocation of the

ANNUAL GENERAL MEETING2024

Convenience Translation

(virtual General Meeting)

ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

ISIN DE000A3CNK42 (WKN A3CNK4)

Invitation to the Annual General

Meeting

We hereby invite the shareholders of ABOUT YOU Holding SE ("ABOUT YOU" or "Company") with registered office in Hamburg to the Annual General Meeting to be held on Friday, June 28, 2024, at 10:00 a.m. CEST.

The Annual General Meeting will be held as a virtual Annual General Meeting. A physical presence of shareholders or proxies (with the exception of the proxies of ABOUT YOU) on site is not possible. The voting rights of duly registered shareholders will be exercised exclusively by means of electronic postal voting or by granting power of attorney and issuing instructions to the proxies appointed by ABOUT YOU, even if third parties have been authorized to vote on their behalf. Shareholders are requested to note the more detailed information on exercising voting rights and other exercisable shareholder rights stated in this invitation underneath the agenda with the proposed resolutions.

The location of the Annual General Meeting as defined by the German Stock Corporation Act1 (AktG) is Studio Hammerbrook, Gotenstraße 6, 20097 Hamburg, Germany. For duly registered shareholders and their proxies, the entire Annual General Meeting will be broadcast live in audio and video via the password-protected Internet service of ABOUT YOU ("Shareholder Portal"), which can be accessed at annualgeneralmeeting.aboutyou.com.

1 Based on the reference provisions of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE Regulation), in particular Art. 9 (1), Art. 52 and Art. 53 SE Regulation, the provisions applicable to stock corporations with their registered office in Germany shall apply to ABOUT YOU, unless otherwise stipulated in more specific provisions of the SE Regulation.

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

TABLE OF CONTENTS

I. Agenda

  1. Presentation of the adopted annual financial statements of ABOUT YOU Holding SE as of February 29, 2024, the approved consolidated financial statements as of February 29, 2024 and the combined management report for ABOUT YOU Holding SE and the Group for the FY 2023/2024, the report of the Supervisory Board and the explanatory report of the Management Board on the disclosures pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch - HGB)
  2. Discharge of the members of the Management Board
  3. Discharge of the members of the Supervisory Board
  4. Approval of the Remuneration Report
  5. Election of the auditor of the Sustainability Report for the FY 2024/2025

II. Further information and notes

III. Attachments

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

I. Agenda

1. Presentation of the adopted annual financial statements of ABOUT YOU Holding SE as of February 29, 2024, the approved consolidated financial statements as of February 29, 2024 and the combined management report for ABOUT YOU Holding SE and the Group for the FY 2023/2024, the report of the Supervisory Board and the explanatory report of the Management Board on the disclosures pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch - HGB)

These documents are available on the ABOUT YOU website at annualgeneralmeeting.aboutyou.comfrom the time the Annual General Meeting is convened. They will also be accessible during the Annual General Meeting via the aforementioned Internet address and will be explained at the Annual General Meeting.

The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board for the year ending February 29, 2024; the annual financial statements are thus adopted in accordance with Section 172 of the German Stock Corporation Act (AktG). In accordance with the statutory provisions, no resolution is therefore planned for agenda item 1. The other aforementioned documents are also only to be made available to the Annual General Meeting in accordance with Section 176 (1) sentence 1 AktG without any resolution being required.

2. Discharge of the Members of the Management Board

The Management Board and Supervisory Board propose that the members of the Management Board who were in office in the FY 2023/2024 be each granted approval for their actions in FY 2023/2024.

3. Discharge of the Members of the Supervisory Board

The Management Board and Supervisory Board propose that the members of the Supervisory Board who were in office in FY 2023/2024 be each granted approved for their actions in FY 2023/2024.

4. Approval of the Remuneration Report

The Management Board and Supervisory Board have prepared a Remuneration Report in accordance with Section 162 AktG for the FY 2023/2024, which will now be submitted to the Annual General Meeting for approval in accordance with Section 120a (4) sentence 1 AktG.

In accordance with Section 162 (3) AktG, the Remuneration Report was audited by the auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, Hamburg, Germany, to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG had been made. In addition to the statutory requirements, the auditors also examined the content of the Remuneration Report with regard to the disclosures required by Section 162 (1) and (2) AktG. The Remuneration Report and the report on the audit of the Remuneration Report are attached to this invitation.

The Management Board and Supervisory Board propose that the Remuneration Report for the FY 2023/2024 be approved.

5. Election of the Auditor of the Sustainability Report for the FY 2024/2025

Based on the recommendation of the Audit Committee, the Supervisory Board proposes to the Annual General Meeting that BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, Germany, be elected as the auditor of the Sustainability Report for the financial year ending February 28, 2025 (FY 2024/2025).

The election of the auditor of the Sustainability Report takes place against the background of the new rules on sustainability reporting, which the EU Directive on Sustainability Reporting (Directive (EU) 2022/2464; so-calledCorporate Sustainability Reporting Directive) provides for companies such as

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

ABOUT YOU for the first time for the FY 2024/2025 and which also include a mandatory audit of the Sustainability Report. The German legislator is obliged to transpose the requirements of the directive into national law by the beginning of July 2024.

BDO AG Wirtschaftsprüfungsgesellschaft had already audited the previous non-financial report for the FY 2023/2024.

On June 23, 2023, the Annual General Meeting of ABOUT YOU had already elected BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, as auditor and group auditor for the financial year ending on February 28, 2025 (FY 2024/2025) and as auditor for any review of the condensed interim financial statements and interim management report contained in the half-year financial report as of August 31, 2024, as well as any additional interim financial information for the FY 2024/2025 and the first quarter of the FY 2025/2026. A resolution by the Annual General Meeting on June 28, 2024 on the election of the auditor of the financial statements and consolidated financial statements for the FY 2024/2025 is therefore not required.

  1. Further Information and Notes

1. Total Number of Shares and Voting Rights

At the time of convening this Annual General Meeting, the share capital of ABOUT YOU amounts to EUR 186,153,487 and is divided into 186,153,487 no-par value bearer shares. Each no-par value share grants one vote at the Annual General Meeting. ABOUT YOU holds 11,666,756 treasury shares at the time of convening. ABOUT YOU is not entitled to any rights from this. The total number of shares with voting rights is therefore 174,486,731.

2. Virtual Shareholder Meeting and Exercisable Shareholder rights

On the basis of Section 17 (8) of the Articles of Association in conjunction with Section 118a AktG, the Management Board has decided to hold the Annual General Meeting as a virtual Annual General Meeting without physical presence of shareholders or their proxies (with the exception of the proxies appointed by ABOUT YOU).

For this year's Annual General Meeting, this means the following in particular:

  • A physical presence on site is not possible for shareholders or their proxies (with the exception of ABOUT YOU proxies). The Annual General Meeting will be broadcast in full in audio and video format for all duly registered shareholders or their proxies via the Shareholder Portal (accessible at annualgeneralmeeting.aboutyou.com(for further details, see 5. below).
  • Duly registered shareholders or their proxies may exercise their voting rights by electronic postal vote via the Shareholder Portal (for further details, see below under 7. and 8.). Furthermore, it is also possible to entrust the proxies appointed by ABOUT YOU to exercise voting rights in accordance with instructions (for further details, see below under 9.). There are no other options for exercising voting rights. Until the formal termination of the possibility to exercise voting rights by the chairman of the meeting on the day of the Annual General Meeting, it is possible to exercise voting rights and to authorize the proxies nominated by ABOUT YOU via the Shareholder Portal.
  • Duly registered shareholders or their proxies may submit statements on the agenda prior to the Annual General Meeting by means of electronic communication via the Shareholder Portal (for further details, see 5. and 10. below).
  • Shareholders or their proxies who are electronically connected to the Annual General Meeting have the right to speak at the Annual General Meeting via video communication. Within this right to speak, they may also submit motions and nominations at the Annual General Meeting (for further details, see 5., 11. and 12. below).

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

  • Shareholders who are electronically connected to the Annual General Meeting or their proxies have the right to request information and to make inquiries at the Annual General Meeting by means of electronic communication (for further details, see 13. below).
  • Any objections to the notary's minutes against resolutions of the Annual General Meeting may be declared by shareholders or their proxies who have exercised their voting rights during the Annual General Meeting by means of electronic communication via the Shareholder Portal (for further details, see 14. below).

In order to better prepare shareholders for the Annual General Meeting, ABOUT YOU plans to voluntarily publish the main content of the report of the Management Board at annualgeneralmeeting.aboutyou.comno later than seven days before the Annual General Meeting, i.e. no later than June 21, 2024; modifications for the day of the Annual General Meeting remain reserved. The final presentation used during the Annual General Meeting and the spoken word of the Management Board shall apply.

Unless otherwise stated below, there are no further shareholder rights that can be exercised at the Annual General Meeting other than the rights set out above (including the requirements for the manner in which they are to be exercised).

Shareholders are requested to pay particular attention to the following information on registration, exercising voting rights and other exercisable shareholder rights.

3. Registration for the Annual General Meeting, Proof of Authorization, Personal Access Data

Only those shareholders of ABOUT YOU at the close of business on the 22nd day before the Annual General Meeting, i.e. on June 6, 2024, 24:00 CEST (record date), who register for the Annual General Meeting are entitled to participate in the virtual Annual General Meeting and, in particular, to exercise their voting rights and other exercisable shareholder rights. The registration must be received by the registration office named below by June 21, 2024, 24:00 CEST at the latest, together with proof of share ownership issued by the custodian bank or financial services institution on the record date. The registration and proof of shareholding must be in text form and must be submitted in German or English.

Registration office:

ABOUT YOU Holding SE

c/o Computershare Operations Center 80249 Munich

Germany

E-Mail: anmeldestelle@computershare.de

After receipt of the registration and proof of share ownership, shareholders will receive a registration confirmation from the registration office containing their personal access data for the Shareholder Portal. In order to ensure timely receipt of the registration confirmation, we ask shareholders to ensure that they send their registration and proof of share ownership to the above address in good time. This does not constitute a restriction on the exercise of voting rights or other exercisable shareholder rights.

4. Significance of the Record Date

The entitlement to exercise voting rights and other exercisable shareholder rights is based exclusively on the shareholding of the shareholder as of the record date. In relation to ABOUT YOU, only those who have provided proof shall be deemed to be shareholders for the purpose of exercising voting rights and other exercisable shareholder rights. The record date does not imply any block on selling the shareholding. Even in the event of a full or partial sale of the shareholding after the record date, only the shareholding as of the record date is relevant for exercising voting rights and other exercisable

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

shareholder rights; i.e. sales of shares after the record date have no effect on the entitlement to exercise voting rights and other exercisable shareholder rights. The same applies to additional purchases of shares after the record date. Persons who do not yet own any shares on the record date and only become shareholders thereafter are generally not entitled to exercise voting rights or other exercisable shareholder rights in respect of the shares they hold; this does not apply if and to the extent that they have been authorized or empowered to exercise rights by the previous owner who still held the shares on the record date.

5. Transmission of the Annual General Meeting in Audio and Video

For duly registered shareholders or their proxies, the entire Annual General Meeting will be broadcast live in audio and video via the Shareholder Portal (available at annualgeneralmeeting.aboutyou.com). Duly registered shareholders can exercise their voting rights and other exercisable shareholder rights via the Shareholder Portal in accordance with the following provisions.

6. Shareholder Portal

The company provides an Internet-based and password-protected Annual General Meeting system (Shareholder Portal) on its website at annualgeneralmeeting.aboutyou.comfor the purpose of participating in the virtual Annual General Meeting and exercising shareholder rights. After registering for the Annual General Meeting in due time, shareholders will receive a confirmation of registration containing the access data for the Shareholder Portal. Shareholders can use this access data to log in to the Shareholder Portal and exercise their shareholder rights in connection with the virtual Annual General Meeting in accordance with the following information.

7. Procedure for Voting by Electronic Postal Vote

Only those shareholders who have duly registered and provided proof of share ownership are entitled to exercise their voting rights by electronic postal vote.

8. Votes may be cast by electronic postal vote exclusively via the Shareholder Portal. The postal vote can be cast from June 7, 2024 and also on the day of the Annual General Meeting until the formal end of the opportunity to exercise voting rights by the chairman of the meeting following the debate. Until this time, votes cast can be changed or revoked via the Shareholder Portal.Procedure for Exercising Voting Rights and Other Exercisable Shareholder Rights by Proxy

Shareholders may also have their voting rights and other exercisable shareholder rights exercised by a proxy, e.g. by an intermediary as per Section 135 AktG, a shareholders' association or another third party. In this case, too, timely registration and proof of ownership for the relevant shares are required.

If a shareholder authorizes more than one person, ABOUT YOU may reject one or more of them.

Shareholders entitled to vote may authorize a proxy by declaration directly to ABOUT YOU via the Shareholder Portal or by post or e-mail to the address of the Annual General Meeting.

Address of the Annual General Meeting:

ABOUT YOU Holding SE

c/o Computershare Operations Center 80249 Munich

Germany

E-Mail: anmeldestelle@computershare.de

The revocation of an already granted power of attorney can also be declared directly to ABOUT YOU via the aforementioned transmission channels. Separate proof of authorization is then no longer required.

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

Shareholders who wish to authorize a proxy by sending a declaration directly to ABOUT YOU by post or by e-mail to the above Annual General Meeting address are requested to use the forms provided by ABOUT YOU for this purpose and which can be downloaded at annualgeneralmeeting.aboutyou.com.

If the power of attorney is not granted directly to ABOUT YOU, but to the representative (so-called internal power of attorney), the granting of the power of attorney, the proof of authorization to ABOUT YOU and, in principle, also the revocation of the power of attorney must be in text form. Proof of an authorization granted internally can be provided by sending proof by post or e-mail to the above- mentioned address of the Annual General Meeting.

Shareholders are also requested to use the forms provided by ABOUT YOU for granting a power of attorney by declaration to the representative.

When authorizing an intermediary covered by Section 135 AktG, a proxy advisor, a shareholders' association or a person who offers a professional service to shareholders for exercising voting rights in an Annual General meeting, special features must generally be taken into account, which must be enquired about with the person to be authorized in each case.

In any case, a proxy may only exercise the exercisable shareholder rights via the Shareholder Portal if he/she has received individual access data to the Shareholder Portal at the request of the shareholders.

In order to ensure that the authorized representative(s) is recorded as a proxy, the following applies:

If the authorization is given directly to ABOUT YOU via the Shareholder Portal, the authorization can also be given on the day of the Annual General Meeting until the formal closing of the Annual General Meeting by the Chairman of the meeting following the discussion via the Shareholder Portal.

However, for organizational reasons, a power of attorney issued directly to ABOUT YOU by post or e-mail or proof of a power of attorney issued to the representative must be received at the above Annual General Meeting address no later than 27 June 2024, 24:00 hours CEST (receipt by ABOUT YOU).

9. Procedure for Exercising Voting Rights by Proxies Appointed by ABOUT YOU

In addition, shareholders who have duly registered are offered the opportunity to authorize proxies appointed by ABOUT YOU and to be represented in the voting by issuing instructions. The proxies are obliged to vote in accordance with the instructions; they cannot exercise the voting rights at their own discretion. Please note that the proxies can only exercise voting rights on those items for which they have received instructions. Please also note that the proxies do not accept instructions to ask questions or make motions or to file objections to resolutions of the Annual General Meeting.

The power of attorney and instructions to the proxies appointed by ABOUT YOU must be issued via the Shareholder Portal.

Shareholders who wish to authorize the proxies nominated by ABOUT YOU via the Shareholder Portal can also submit proxies and instructions via the Shareholder Portal on the day of the Annual General Meeting until the formal end of the opportunity to exercise voting rights by the chairman of the meeting following the discussion. Following the formal termination of the opportunity to exercise voting rights (i.e. in this case the opportunity to issue instructions to the proxies appointed by ABOUT YOU), the proxies appointed by ABOUT YOU will then implement the instructions issued to them accordingly.

The Shareholder Portal can be used to amend and revoke proxies and instructions already issued via the Shareholder Portal even on the day of the Annual General Meeting until the formal end of the opportunity to exercise voting rights by the chairman of the meeting following the discussion.

Further information on the use of the Shareholder Portal and on issuing proxies and instructions as well as the corresponding information for issuing a power of attorney can be found on the registration

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

confirmation sent to the shareholders after proper registration and is also available at annualgeneralmeeting.aboutyou.com.

10. Opportunity to Submit Statements Regarding the Agenda

Duly registered shareholders or their proxies may submit statements regarding the agenda items via the Shareholder Portal. The statements must be received by ABOUT YOU by the end of June 22, 2024, 24:00 CEST.

Statements must be submitted in text form in German via the Shareholder Portal. They may comprise a maximum of 10,000 characters (including spaces).

ABOUT YOU will make the statements available on the Shareholder Portal (accessible at annualgeneralmeeting.aboutyou.com) no later than four days before the Annual General Meeting, i.e. by June 23, 2024, 24:00 CEST, stating the name of the submitting shareholder.

ABOUT YOU will not make a statement accessible if it comprises more than 10,000 characters (including spaces) or if it contains insulting, criminally relevant, obviously false or misleading content or if the content does not show sufficient reference to the agenda of the Annual General Meeting. Similarly, statements will not be made accessible if they have not been submitted by the aforementioned deadline or if they have been submitted in another manner or in a language other than German or if it is evident that the submitting shareholder or their proxy will not be attending the Annual General Meeting or will not be represented.

Any motions, election proposals, questions and objections to resolutions of the Annual General Meeting in the context of the statements will not be considered at the Annual General Meeting. Such exercisable shareholder rights are only possible via the channels described separately in this invitation.

Only one statement per shareholder will be published.

11. Right to speak as well as Countermotions and Nominations to be made within the Scope of the Right to Speak

Shareholders or their proxies who are electronically connected to the Annual General Meeting have the right to speak at the Annual General Meeting via video communication.

To exercise the right to speak, contributions can be registered via the Shareholder Portal from the start of the Annual General Meeting at the latest.

Pursuant to Section 18 (3) of the Articles of Association, the chairman of the meeting may impose reasonable time limits on the right of shareholders or their proxies to ask questions and speak. In particular, they may set reasonable limits on the time allowed to speak, the time allowed to ask questions or the combined time allowed to speak and ask questions as well as the appropriate framework for the entire course of the Annual General Meeting, for individual items on the agenda and for individual speakers at the beginning or during the course of the Annual General Meeting; this also includes, in particular, the possibility of closing the list of speakers early and determining the end of the discussion.

The technical prerequisite for exercising the right to speak is that shareholders or their proxies have an Internet-enabled device that also has a camera and microphone and can be accessed from the browser.

ABOUT YOU reserves the right to check the functionality of the video communication between shareholders or their proxies and ABOUT YOU during the Annual General Meeting and prior to their turn to speak and reserves the right to refuse such speaker if the functionality is not ensured.

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ABOUT YOU HOLDING SE I INVITATION TO THE ANNUAL GENERAL MEETING 2024

Motions and election proposals (see 12. below) as well as questions and follow-up questions (see 13. below) may be submitted while speaking. Further details on the respective exercisable shareholder rights can be found below.

12. Countermotions and Nominations by Shareholders

Shareholders or their proxies who are electronically connected to the Annual General Meeting have the right to submit motions and nominations at the Annual General Meeting via video communication.

Motions and nominations must be made within the scope of the shareholders' or their proxies' right to speak. The above statements on exercising the right to speak, in particular on the technical requirements, apply accordingly.

In addition, shareholders or their proxies are entitled to submit countermotions and nominations to the proposed resolutions on the items on the agenda in advance of the Annual General Meeting. Further details can be found below under 15.b. Countermotions and nominations of shareholders or their proxies to be made accessible by ABOUT YOU shall be deemed to have been made at the time of making them accessible.

13. Right to Information and Right to Ask Questions

Shareholders or their proxies who are electronically connected to the Annual General Meeting have a right to information at the Annual General Meeting via electronic communication. Shareholders or their proxies have the right to ask questions pertaining to all answers given by the Management Board at the Annual General Meeting.

It is intended that the chairman of the meeting will determine that the aforementioned right to information and to ask questions at the Annual General Meeting can only be exercised by means of video communication. In this case, the above statements on exercising the right to speak (see 11.) apply accordingly.

Further details on the right to information can be found below under 15.c.

14. Objection to Resolutions of the Annual General Meeting

Shareholders who are electronically connected to the Annual General Meeting or their proxies have the right to object to a resolution of the Annual General Meeting by means of electronic communication via the Shareholder Portal during the Annual General Meeting.

15. Shareholder Rights Pursuant to Art. 56 SE Regulation, Section 50 (2) SE Implementation Act, Sections 122 (2), 126 (1), 127, 131 (1) AktG

  1. Request for Addition to the Agenda Pursuant to Art. 56 SE Regulation, Section 50 (2) SE Implementation Act, Section 122 (2) AktG
    Shareholders whose shares together amount to five percent of the share capital or a proportionate amount of the share capital of EUR 500,000 (corresponding to 500,000 no-par value shares) may request that items be placed on the agenda and published. The request must be made in writing to the Management Board and must be received by ABOUT YOU no later than the end of May 28, 2024, 24:00 CEST. Each new item on the agenda must be accompanied by a statement of reasons or a draft resolution. Please send such requests to the following address:

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ABOUT YOU Holding SE published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 13:21:37 UTC.