Ceconomy : Articles of Association CECONOMY 2024

Non-binding convenience translation

CECONOMY AG

Articles of Association

Version: 14 February 2024

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I. GENERAL PROVISIONS

§ 1

Name, Registered Office, Financial Year

1. The name of the Company is CECONOMY AG.
2. Its registered office is located in Düsseldorf.
3. The financial year commences on 1 October and ends on 30 September of the following calendar year.

§ 2

Purpose of the Company

1. The purpose of the Company comprises:
2. • Trading businesses of all kinds related to the operation of retailing en- terprises, mail order, wholesale trade and sales channels based on new electronic media;
   • Manufacturing and development of products that may be the object of commerce and of services;
   • Execution of real-estate transactions of all kinds including property de- velopment;
   • Services, in particular in connection with trading, consumer goods and logistics as well as trade-related digital business models;
   • Brokering of financial services for, through or by affiliates and subsidiar- ies;
   • Asset management.
3. The Company may perform all and any acts and actions, and transact any businesses, which appear or are deemed expedient to the Company's purpose or are directly or indirectly related thereto. Any such business as requires spe- cific governmental permits, licenses or approvals may not be transacted until after such permits, licenses or approvals have been granted. The Company may establish, form, acquire, manage or purchase equity interests, whether by minority shareholding or otherwise, in, or sell or dispose of, any such en- terprises in Germany and abroad active in the business areas specified in para.
   1 herein above.
4. The Company may confine its activities to one or some of the business areas specified in para. 1 herein above. The Company may also conduct its activities

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indirectly through subsidiaries, associated and joint venture companies, in whole or in part. In particular, it may leave its operations to affiliated enterprises and/or hive them down to affiliated enterprises, in whole or in part. It may also confine itself to the activities of a management holding and/or otherwise to the administration of its own assets.

• 3
  Notices

Notices of the Company will be published in the electronic Federal Gazette ["el- ektronischer Bundesanzeiger"].

II. CAPITAL STOCK AND SHARES

§ 4

Capital Stock and Shares

1. The capital stock amounts to Euro 1,240,448,004.17.
2. The capital stock is divided into 485,421,084 ordinary shares.
3. The ordinary shares are made out to the bearer.
4. (unused for the time being)
5. (unused for the time being)
6. The form of physical share certificates, dividend warrants and renewal coupons shall be determined by the Management Board with the Supervisory Board's approval. The Company may issue multiple share certificates evidencing sev- eral shares (global certificates). The shareholders right to demand issuance of certificates for their shares in the Company and the dividend warrants and renewal coupons shall be excluded, except to the extent that the issuance of such certificates is required under the rules of a stock exchange on which the Company's shares are listed.
7. The Management Board is authorised, with the consent of the Supervisory Board, to increase the capital stock of the Company on one or more occasions in the period until 11 April 2027 by issuing new ordinary bearer shares in ex- change for contributions in cash and/or in kind by up to a maximum amount of 321,600,000 euros (Authorised Capital 2022/I). As a general rule, the shareholders are entitled to subscription rights in this respect.
   Pursuant to § 186 (5) sent. 1 German Stock Corporation Act, the new ordinary shares may also be taken over by one or more credit institution(s) designated

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by the Management Board or by one or more companies operating in accordance with § 53 (1) sent. 1 or § 53b (1) sent. 1 or (7) of the German Banking Act (Gesetz über das Kreditwesen), subject to the obligation to offer them to the shareholders for subscription (so-called indirect subscription right).

However, the Management Board is authorised, with the consent of the Supervisory Board, to exclude the shareholders' subscription right in the following cases:

1. for the compensation of fractional amounts;
2. if the ordinary shares are issued against contributions in kind for the purpose of corporate mergers or for the acquisition (also indirectly) of companies, divisions of companies, operational activities, branches of activity or company interests and the pro-rata amount attributable to the new ordinary shares issued subject to an exclusion of subscription rights does not exceed a total of 10 percent of the capital stock existing at the time this authorisation becomes effective;
3. to implement a so-called scrip dividend, in which case the shareholders are offered to contribute their claim for payment of the dividend to the Company (in whole or in part), as contribution in kind against granting of new shares from the authorised capital;
4. in the event of a capital increase in exchange for cash contributions to the extent necessary to grant subscription rights to new ordinary shares to the holders of warrant or convertible bonds issued by the Company or such affiliates in which the Company holds at least 90 percent of the shares, directly or indirectly, in the scope to which they would be enti- tled upon exercise of the warrant or conversion right or fulfilment of the warrant or conversion obligation, or upon exercise of a substitution right of the Company as shareholder;
5. in the case of capital increases against cash contributions, if the pro- rata amount of the capital stock attributable to the new ordinary shares issued subject to an exclusion of subscription rights in accordance with § 186 (3) sent. 4 German Stock Corporation Act does not exceed a total of 10 percent of the capital stock, either at the time this authorisation becomes effective or - if this value is lower - at the time it is exercised, and if in each case the issue price of the new ordinary shares is not significantly falling short - within the meaning of §§ 203 (1) and (2), 186 (3) sent. 4 of the German Stock Corporation Act - of the stock exchange price of the ordinary shares of the Company with the same features already listed. The limit of 10 percent of the capital stock is diminished by the portion of the capital stock attributable to the Com- pany's ordinary shares which during the term of the authorised capital
   (i) are issued or disposed of as treasury shares subject to an exclusion of the shareholders' subscription rights in application, direct or mutatis mutandis, of § 186 (3) sent. 4 German Stock Corporation Act, or (ii) are issued from contingent capital to satisfy warrant or convertible bonds

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which themselves were or are issued without subscription rights in ap- plication, mutatis mutandis, of § 186 (3) sent. 4 German Stock Corporation Act.

In total, ordinary shares issued against contributions in cash or in kind in accordance with this authorisation subject to an exclusion of the shareholders' subscription rights in accordance with no. 2 or 5 may not amount to more than 10 percent of the capital stock existing at the time the authorisation becomes effective. Ordinary shares that are newly issued subject to an exclusion of the subscription right in direct or analogous application of § 186 (3) sent. 4 German Stock Corporation Act, or which are issued for the fulfilment of warrant or convertible bonds which themselves are issued during the term of the au- thorisation subject to an exclusion of the subscription right in analogous application of § 186 (3) sent. 4 German Stock Corporation Act, are to be counted towards this maximum limit.

The Management Board is authorised, with the consent of the Supervisory Board, to determine further details of the capital increase.

1. The capital stock is conditionally increased by up to 127,825,000 euros, di- vided into up to 50,000,000 ordinary bearer shares (Conditional Capital 2022/II). The conditional capital increase shall only be executed insofar as the holders of warrant or conversion rights or those with conversion or warrant obligations arising from warrant or convertible bonds issued or guaranteed by CECONOMY AG or an affiliate of CECONOMY AG in terms of § 18 German Stock Corporation Act, in which CECONOMY AG holds at least 90 percent of the shares, directly or indirectly, based on the authorisation adopted by the Gen- eral Meeting of 12 April 2022 under Agenda Item 8, exercise their warrant or conversion rights or, insofar as they are obligated for conversion or to exercise warrants, fulfil their obligation for conversion or for exercise of warrants, or insofar as CECONOMY AG exercises an option to provide ordinary shares of CECONOMY AG in lieu of paying the cash amount due, in whole or in part. The conditional capital increase shall not be executed insofar as a cash settlement is provided or treasury shares or shares of another listed company are used for the fulfilment.
   The issue of the new ordinary shares is effected at the warrant or conversion price in each case to be determined in accordance with the authorisation res- olution set forth above. The new ordinary shares participate in profits from the beginning of the financial year in which they are created; to the extent legally permissible, the Management Board may, with the consent of the Supervisory Board, determine the profit participation of new ordinary shares in deviation from the foregoing and from § 60 (2) German Stock Corporation Act, also for a financial year that has already expired. The Management Board is author- ised, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase.
2. The Company's capital stock is conditionally increased by up to 89,476,079.21 euros, divided into up to 35,000,000 ordinary bearer shares (Conditional Cap- ital 2022/I). The purpose of the conditional capital increase is exclusively to grant shares to the holders of convertible bonds that are issued in return for

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contributions in kind pursuant to the resolution of the General Meeting of 12 April 2022 under Agenda Item 2. The new shares may only be issued at a conversion price that meets the requirements of the resolution of the General Meeting of 12 April 2022 under Agenda Item 2.

The new shares from the Conditional Capital 2022/I are issued to the holders of the convertible bonds in return for contributions in kind (i) for the convertible bonds and (ii) for the capital increase by EUR 321,602,593.27 resolved according to the resolution of the General Meeting of 12 April 2022 under Agenda Item 2. As contribution in kind, Convergenta Invest GmbH, with its registered office in Bad Wiessee, district of Miesbach (Landkreis Miesbach), Germany, registered in the commercial register of the local court of Munich (Amtsgericht München) under registration number HR B 188629, has contributed to the Company the twelve (12) shares with serial numbers 16 to 27 held by it in MediaSaturn-Holding GmbH, with its registered office in Ingolstadt, Germany, registered in the commercial register of the local court of Ingolstadt (Amtsgericht Ingolstadt) under registration number HR B 1123 as well as the partial right to the share in Media-Saturn-Holding GmbH with serial number 34 jointly held with CECONOMY Retail GmbH (in the sense of joint ownership according to § 18 of the German Limited Liability Companies Act (GmbH-Ge-setz - GmbHG)) accruing to Convergenta Invest GmbH and with a pro rata amount of the share capital of Media-Saturn-Holding GmbH of DM 17.00. As consideration for this contribution in kind, the Company grants Convergenta Invest GmbH a mixed cash and non-cash consideration which according to the above resolution of the General Meeting consists of a cash payment of EUR 130,000,000.00, in addition to the issuance of the new shares and of the convertible bonds.

The conditional capital increase is to be performed only to the extent that the holders of the convertible bonds make use of their conversion rights and only to the extent that existing shares or other forms of performance are not used for settlement. The new shares are entitled to dividends from the start of the fiscal year for which no resolution of the General Meeting on the appropriation of the net result has been adopted at the time they come into being by virtue of the exercise of conversion rights.

The Management Board is authorised, with the consent of the Supervisory Board, to determine the further details of the conditional capital increase and its implementation.

1. The Management Board is authorised, with the consent of the Supervisory Board, to increase the capital stock of the Company, on one or more occasions, on or before 11 April 2027 by issuing new ordinary bearer shares in exchange for contributions in cash and/or in kind by up to a maximum amount of 112,560,000 euros (Authorised Capital 2022/II). As a general rule, the share- holders are entitled to subscription rights in this respect.
   Pursuant to § 186 (5) sent. 1 German Stock Corporation Act, the new ordinary shares may also be taken over by one or more credit institution(s) designated by the Management Board or by one or more companies operating in accord- ance with § 53 (1) sent. 1 or § 53b (1) sent. 1 or (7) of the German Banking

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Act (Gesetz über das Kreditwesen - KWG), subject to the obligation to offer them to the shareholders for subscription (so-called indirect subscription right).

However, the Management Board is authorised, with the consent of the Supervisory Board, to exclude the shareholders' subscription right in the following cases:

1. for the compensation of fractional amounts;
2. if the ordinary shares are issued against contributions in kind for the purpose of corporate mergers or for the acquisition (also indirectly) of companies, divisions of companies, operational activities, branches of activity or company interests and the pro-rata amount attributable to the new ordinary shares issued subject to an exclusion of subscription rights does not exceed a total of 10 percent of the capital stock existing at the time this authorisation becomes effective;
3. to implement a so-called scrip dividend, in which case the shareholders are offered to contribute their claim for payment of the dividend to the Company (in whole or in part), as contribution in kind against granting of new shares from the authorised capital;
4. in the event of a capital increase in exchange for cash contributions to the extent necessary to grant subscription rights to new ordinary shares to the holders of warrant or convertible bonds issued by the Company or such affiliates in which the Company holds at least 90 percent of the shares, directly or indirectly, in the scope to which they would be enti- tled upon exercise of the warrant or conversion right or fulfilment of the warrant or conversion obligation, or upon exercise of a substitution right of the Company as shareholder;
5. in the case of capital increases against cash contributions, if the pro- rata amount of the capital stock attributable to the new ordinary shares issued subject to an exclusion of subscription rights in accordance with § 186 (3) sent. 4 German Stock Corporation Act does not exceed a total of 10 percent of the capital stock, either at the time this authorisation becomes effective or - if this value is lower - at the time it is exercised, and if in each case the issue price of the new ordinary shares is not significantly falling short - within the meaning of §§ 203 (1) and (2), 186 (3) sent. 4 of the German Stock Corporation Act - of the stock exchange price of the ordinary shares of the Company with the same features already listed. The limit of 10 percent of the capital stock is diminished by the portion of the capital stock attributable to the Com- pany's ordinary shares which during the term of the authorised capital
   (i) are issued or disposed of as treasury shares subject to an exclusion of the shareholders' subscription rights in application, direct or mutatis mutandis, of § 186 (3) sent. 4 German Stock Corporation Act, or (ii) are issued from contingent capital to satisfy warrant or convertible bonds

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which themselves were or are issued without subscription rights in ap- plication, mutatis mutandis, of § 186 (3) sent. 4 German Stock Corporation Act.

In total, ordinary shares issued against contributions in cash or in kind in accordance with this authorisation subject to an exclusion of the shareholders' subscription rights in accordance with No. 2 or 5 may not amount to more than 10 percent of the capital stock existing at the time the authorisation becomes effective. Ordinary shares that are issued subject to an exclusion of the subscription right in direct or analogous application of § 186 (3) sent. 4 German Stock Corporation Act, or which are issued for the fulfilment of warrant or convertible bonds which themselves are issued during the term of the author- isation subject to an exclusion of the subscription right in analogous application of § 186 (3) sent. 4 German Stock Corporation Act, are to be counted towards this maximum limit.

The Management Board is authorised, with the consent of the Supervisory Board, to determine further details of the capital increase.

1. The capital stock is conditionally increased by up to 44,738,750 euros, divided into up to 17,500,000 ordinary bearer shares (Conditional Capital 2022/III). The conditional capital increase shall only be executed insofar as the holders of warrant or conversion rights or those with conversion or warrant obligations arising from warrant or convertible bonds issued or guaranteed by CECONOMY AG or an affiliate of CECONOMY AG in terms of § 18 German Stock Corporation Act, in which CECONOMY AG holds at least 90 percent of the shares, directly or indirectly, based on the authorisation adopted by the General Meeting of 12 April 2022 under Agenda Item 10, exercise their warrant or conversion rights or, insofar as they are obligated for conversion or to exercise warrants, fulfil their obligation for conversion or for exercise of warrants, or insofar as CECONOMY AG exercises an option to provide ordinary shares of CECONOMY AG in lieu of paying the cash amount due, in whole or in part. The conditional capital increase shall not be executed insofar as a cash settlement is provided or treasury shares or shares of another listed company are used for the fulfil- ment.
   The issue of the new ordinary shares is effected at the warrant or conversion price in each case to be determined in accordance with the authorisation res- olution set forth above. The new ordinary shares participate in profits from the beginning of the financial year in which they are created; to the extent legally permissible, the Management Board may, with the consent of the Supervisory Board, determine the profit participation of new ordinary shares in deviation from the foregoing and from § 60 (2) AktG, also for a financial year that has already expired. The Management Board is authorised, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase

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1. 1. MANAGEMENT BOARD
   2. • 5
        Composition
2. The Management Board shall have not less than two members.
3. The actual number of Management Board members will be determined by the Supervisory Board.
4. • 6

Business Management and Representation

1. The members of the Management Board shall conduct and manage the busi- ness of the Company in accordance with the law, these Articles of Association and the Management Board's Code of Procedure.
2. The Company shall be legally represented either by two Management Board members or by one member of the Management Board jointly with one officer with statutory authority (Prokurist).
3. The Supervisory Board may release individual members of the Management Board from the prohibition of multiple representation pursuant to § 181 2nd Alt. German Civil Code in individual cases.

IV. SUPERVISORY BOARD

1. • 7
     Composition, Term of Office
2. The Supervisory Board shall have 20 members, 10 of whom will be elected by the employees.
3. The Supervisory Board members are elected for the period up to that General Meeting which votes on the formal approval of the actions of the members of the Supervisory Board in the fourth financial year after commencement of the
   Supervisory Board's term of office. The financial year in which the term of office commences is not included in this count. Supervisory Board members may be re-elected. The General Meeting may also determine a shorter term of office at the elections.
4. Any member of the Supervisory Board may at any time step down from office by giving one month's written notice to the Chairman of the Supervisory Board

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or to the Management Board without stating grounds or reasons. The Chairman of the Supervisory Board - or the Vice Chairman in the event of the Chairman of the Supervisory Board stepping down from office - may consent to a shortening of this period or a waiver of the observance of the period. This shall not affect the right to step down from office for good cause.

§ 8

Chairman and Vice Chairman

1. The Supervisory Board will elect a Supervisory Board Chairman and Vice Chair- man from among its members with the majority prescribed by law.
2. Should the Chairman or his deputy (Vice Chairman) step down from the Su- pervisory Board or resign from office, the Supervisory Board shall promptly proceed to the election of a successor to this office.

§ 9

Convocation of Meetings of the Supervisory Board

1. Supervisory Board meetings shall be convened by the Chairman at 14 days' notice in writing, by telex, cable, fax or by means of electronic or other media. In urgent cases, the Chairman may reduce the term of notice and convene a meeting orally or by telephone.
2. The invitation shall be accompanied by an itemized agenda. Agenda items not communicated in due time may effectively be resolved at the meeting as long as no Supervisory Board member objects to such procedure.

§ 10

Supervisory Board Resolutions

1. Resolutions shall be adopted by the Supervisory Board at meetings. The Chair- man may accept the participation of Supervisory Board members in a meeting and adoption of resolutions by way of a telephone or video conference. If or- dered by the Chairman of the Supervisory Board, resolutions may also be passed outside of meetings by submitting votes in writing, by telephone, fax, electronically or in an equivalent form. For the adoption of resolutions outside of meetings, the following provisions shall apply analogously.
2. The Supervisory Board shall be deemed to have a quorum if, after inviting all its members, not less than one half of all its mandatory members participate in the adoption of the resolution. Members who are joining by way of telephone or video conference shall be deemed to be attending. A member shall also be deemed to participate in the adoption of a resolution if it abstains from a vote. At any rate, not less than three members shall participate in a vote.