Invitation to the Annual General Meeting 2024

NON-BINDING CONVENIENCE TRANSLATION

EQS Group AG

Munich

ISIN: DE0005494165

WKN: 549416

Unique identifier of the event: 25397f5d241cef11b53500505696f23c

Invitation to the annual general meeting

We hereby invite our shareholders

to the

annual general meeting

on Tuesday, July 30, 2024, at 10:00 (CEST),

taking place as a virtual general meeting without the physical presence of shareholders or their proxies

The annual general meeting 2024 will be held as a virtual general meeting without the physical presence of shareholders or their proxies (with the exception of the proxies appointed by the company). Duly registered shareholders and their proxies can electronically connect to the general meeting by means of electronic communication via the company's password-protected Internet service (InvestorPortal) at the Internet address https://www.eqs.com/about-eqs/corporate-governance/ and thus participate in the meeting and exercise their voting rights and other shareholder rights associated with the meeting. Section II describes how shareholders and their proxies can access the InvestorPortal to join the meeting electronically. Shareholders and their proxies may exercise their voting rights exclusively by means of electronic communication via electronic postal voting or by granting power of attorney to the proxies appointed by the company.

The venue of the general meeting within the meaning of the German Stock Corporation Act (Aktiengesetz, "AktG") is Karlstrasse 47, 80333 Munich. Shareholders and their proxies (with the exception of the proxies appointed by the company) have no right or opportunity to be present at the venue of the meeting.

I.

Agenda

1. Presentation of the adopted annual financial statements as of December 31, 2023, the approved consolidated financial statements as of December 31, 2023, the combined management report for the financial year 2023, and the report of the Supervisory Board for the financial year 2023
   In accordance with the statutory provisions, a resolution on this agenda item is not provided for and is not possible as the Supervisory Board has already approved the annual and consolidated financial statements and the annual financial statements have therefore been adopted. With respect to the other documents mentioned under this agenda item, the law only provides for shareholders to be informed by allowing them to inspect the documents, but does not provide for a resolution to be adopted by the general meeting. The documents can be viewed on the company's website at https://www.eqs.com/about-eqs/corporate-governance/.
2. Resolution on the discharge of the Management Board for the financial year 2023
   The Management Board and Supervisory Board propose that the members of the Management Board in office in the financial year 2023 shall be discharged for the financial year 2023.
3. Resolution on the discharge of the Supervisory Board for the financial year 2023
   The Management Board and Supervisory Board propose that the actions of the members of the Supervisory Board in office in the financial year 2023 shall be discharged for the financial year 2023.
4. Election of the auditor and group auditor for the financial year 2024
   The Supervisory Board proposes that Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Düsseldorf, Munich branch, shall be appointed as auditor of the annual and consolidated financial statements for the financial year 2024.
5. Elections to the Supervisory Board
   In accordance with Sections 96 para. 1, 101 para. 1 AktG in conjunction with Section 9 para. 1 of the company's Articles of Association, the Supervisory Board consists of five members elected by the general meeting. The general meeting is not bound by election proposals.
   With effect as of the end of the annual general meeting on July 30, 2024, which is hereby convened, the term of office of the previous members of the Supervisory Board Mr. Robert Wirth and Mr. Stephan Ritter will end. The previous members of the Supervisory Board Mr. Laurenz Nienaber, Prof. Dr. Kerstin Lopatta and Ms. Catharina van Delden have each resigned from office as a member of the Supervisory Board with effect as of the end of the annual general

meeting on July 30, 2024, which is hereby convened. Five new Supervisory Board members are therefore to be elected.

That said, the Supervisory Board proposes that the following persons shall be elected as members of the Supervisory Board with effect as of the end of the general meeting on July 30, 2024:

1. Irina Hemmers, Partner at Thoma Bravo, resident in London, United Kingdom,
2. William Downing, Vice President at Thoma Bravo, resident in London, United Kingdom,
3. David Tse, Vice President at Thoma Bravo, resident in London, United Kingdom,
4. Eugene Austin, Operating Partner at Thoma Bravo, resident in Austin, Texas, USA,
5. Anthony Palladino, Operating Partner at Thoma Bravo, resident in Canton, Michigan, USA.

The appointment is effective until the end of the general meeting that resolves on the discharge for the fourth financial year after the beginning of the term of office, not including the financial year in which the term of office begins (i.e. presumably until the end of the annual general meeting 2029).

The elections are to be held as individual elections.

The proposed persons hold the following memberships in other statutory supervisory boards and comparable domestic and foreign supervisory bodies of commercial enterprises:

1. Irina Hemmers:
   Memberships in other statutory supervisory boards: None
   Memberships in comparable domestic and foreign supervisory bodies of commercial enterprises: Member of the Board of Managers of Pineapple Lux Holdco S.à r.l., Member of the Supervisory Board of Hypergene AB and member of the Board of Directors of Edge UK Topco Ltd.
2. William Downing:
   Memberships in other statutory supervisory boards: None
   Memberships in comparable domestic and foreign supervisory bodies of commercial enterprises: Member of the Board of Managers of Pineapple Lux Holdco S.à r.l., and member of the Board of Directors of Edge UK Topco Ltd.

1. David Tse:
   Memberships in other statutory supervisory boards: None
   Memberships in comparable domestic and foreign supervisory bodies of commercial enterprises: Member of the Board of Managers of Pineapple Lux Holdco S.à r.l., member of the Supervisory Board of Hypergene AB and member of the Board of Directors of Edge UK Topco Ltd.
2. Eugene Austin:
   Memberships in other statutory supervisory boards: None
   Memberships in comparable domestic and foreign supervisory bodies of commercial enterprises: Chairperson of the Board of Directors of Auctane, chairperson of the Board of Managers of Pineapple Lux Holdco S.à r.l., chairperson of the Supervisory Board of Hypergene AB, chairperson of the Board of Directors of Edge UK Topco Ltd. and chairperson of the Board of Directors of Q&A ULTIMATE PARENT GP, LLC, as well as member of the Board of Directors of RealPage, Inc.
3. Anthony Palladino:
   Memberships in other statutory supervisory boards: None
   Memberships in comparable domestic and foreign supervisory bodies of commercial enterprises: Member of the Board of Directors of Project Falcon Parent, Inc., member of the Board of Managers of Pineapple Lux Holdco S.à r.l., member of the Supervisory Board of Hypergene AB, member of the Board of Directors of Edge UK Topco Ltd., member of the Board of Directors of Magnet Forensics, LLC (previously: Grayshift, LLC), member of the Supervisory Board of Spring TopCo LP and member of the Board of Directors of NextGen Healthcare, Inc.

6. Resolution on the transfer of the shares of the remaining shareholders of EQS Group AG to Pineapple German Bidco GmbH, Munich, against payment of an appropriate cash compensation pursuant to Sections 327a et seqq. AktG

At the request of the main shareholder Pineapple German Bidco GmbH with its registered office in Munich, registered with the commercial register of the local court of Munich under HRB 288328, with

its business address c/o Apex Corporate Products (Germany), Eschersheimer Landstraße 50-54, 60322 Frankfurt a.M., the Management Board and the Supervisory Board propose to resolve as follows:

"The no-par value registered shares of the remaining shareholders of EQS Group AG (minority shareholders) will be transferred to the main shareholder in accordance with the procedure for the exclusion of minority shareholders (Sections 327a et seqq. AktG) against payment of a cash compensation to be paid by Pineapple German Bidco GmbH, based in Munich, registered with the commercial register of the local court of Munich under HRB 288328 (main shareholder), in the amount of EUR 40.00 for each no-parvalue registered share."

By letter dated March 1, 2024, Pineapple German Bidco GmbH submitted a request to the Management Board of EQS Group AG pursuant to Section 327a para. 1 sentence 1 AktG that the general meeting of EQS Group AG resolves on the transfer of shares of the minority shareholders of EQS Group AG to Pineapple German Bidco GmbH as the main shareholder against payment of an appropriate cash compensation.

The share capital of EQS Group AG amounts to EUR 11,026,633.00 and is divided into 11,026,633 no-par value registered shares with a proportionate amount in the share capital of EUR 1.00 per share. As of March 1, 2024, Pineapple German Bidco GmbH held a total of 10,781,314 no-par value registered shares in EQS Group AG. This corresponds to around 97.78% of the share capital of EQS Group AG, whereby a total of 1,220 treasury shares held by EQS Group AG at that time were not included in this calculation in accordance with Section 16 para. 2 sentence 2 AktG.

By letter dated June 12, 2024, Pineapple German Bidco GmbH specified its request, stating the cash compensation it had determined. At this time, Pineapple German Bidco GmbH also held a total of 10,781,314 no-par value registered shares in EQS Group AG. This corresponds to around 97.78% of the share capital of EQS Group AG. The company no longer holds any treasury shares.

At the time of the two transfer requests, Pineapple German Bidco GmbH therefore was and continues to be the main shareholder within the meaning of Section 327a para. 1 sentence 1 AktG of EQS Group AG and is entitled to demand that the general meeting of EQS Group AG resolves on the transfer of the shares of the minority shareholders to the main shareholder against payment of an appropriate cash compensation in accordance with Sections 327a et seqq. AktG.

In a written report to the general meeting in accordance with Section 327c para. 2 sentence 1 AktG dated June 19, 2024, Pineapple German Bidco GmbH set out the requirements for the transfer of the minority shareholders' shares to the main shareholder and explained and justified the appropriateness of the cash compensation.

The appropriate cash compensation to be granted to the minority shareholders of EQS Group AG was determined by Pineapple German Bidco GmbH on the basis of the expert opinion prepared by

ValueTrust Financial Advisors Deutschland GmbH, based in Munich, dated June 19, 2024, to determine the appropriate cash compensation.

On June 17, 2024, Pineapple German Bidco GmbH has submitted to the Management Board of EQS Group AG a letter of indemnity from Deutsche Bank Aktiengesellschaft, Frankfurt am Main, pursuant to Section 327b para. 3 AktG, in which Deutsche Bank Aktiengesellschaft guarantees the fulfillment of the obligation of Pineapple German Bidco GmbH to pay the determined cash compensation for each transferred share in EQS Group AG without undue delay after registration of the transfer resolution with the commercial register. A copy of the letter of indemnity is attached to the written report of the main shareholder pursuant to Section 327c para. 2 sentence 1 AktG dated June 19, 2024. The appropriateness of the cash compensation was audited and confirmed by IVA VALUATION & ADVISORY AG Wirtschaftsprüfungsgesellschaft, with its seat in Frankfurt am Main, as the expert auditor selected and appointed by the regional court of Munich I pursuant to Section 327c para. 2 sentences 2 to 4 AktG. On June 20, 2024, the court-appointed expert auditor issued a separate report on the appropriateness of the cash compensation in accordance with Section 327c para. 2 sentences 2 to 4 AktG.

Documents relating to agenda item 6

The following documents relating to agenda item 6 will be made available on the company's website under https://www.eqs.com/about-eqs/corporate-governance/ from the time the general meeting is convened:

• the draft of the transfer resolution;
• the annual financial statement and consolidated financial statement as well as the combined management report of EQS Group AG for the financial year 2023 as well as the annual financial statements and consolidated financial statements and the management and group management reports of EQS Group AG for the financial years 2022 and 2021;
• the written report submitted by Pineapple German Bidco GmbH pursuant to Section 327c para. 2 sentence 1 AktG in its capacity as main shareholder dated June 19, 2024, to the general meeting on the conditions for the transfer of the shares of the minority shareholders of EQS Group AG to Pineapple German Bidco GmbH and the appropriateness of the determined cash compensation, together with its annexes, including the expert opinion of ValueTrust Financial Advisors Deutschland GmbH and the letter of indemnity of Deutsche Bank Aktiengesellschaft, and
• the audit report on the appropriateness of the cash compensation issued by IVA VALUATION & ADVISORY AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, in accordance with Section 327c para. 2 sentences 2 to 4 AktG, dated June 20, 2024.

All of the aforementioned documents will also be available during the general meeting on the company's website at https://www.eqs.com/about-eqs/corporate-governance/.

II.

Further information and notes

1. Virtual general meeting
   On the basis of the authorization resolved by the general meeting on June 30, 2023, and registered with the commercial register on July 12, 2023, pursuant to Section 16 para. 4 of the company's Articles of Association in connection with Section 118a para. 1 AktG, the Management Board of EQS Group AG has decided to hold this year's general meeting as a virtual general meeting without the physical presence of shareholders or their proxies. Physical attendance by shareholders or their proxies (except for the proxies appointed by the company) is therefore excluded.
2. Requirements for attending the virtual general meeting and exercising voting rights
   Shareholders and their proxies can follow the entire general meeting on July 30, 2024, starting 10:00 a.m. (CEST) through video and audio by using the password-protected Internet service (InvestorPortal) on the Internet at

https://www.eqs.com/about-eqs/corporate-governance/.

How to access the InvestorPortal and to join the virtual general meeting is described in section 3 below. Shareholders or their proxies can exercise their voting rights by means of electronic communication or by granting power of attorney and issuing instructions to the proxies appointed by the company.

3. Access to the InvestorPortal and electronic connection to the general meeting

The company has set up the InvestorPortal for the general meeting for the purposes of the virtual general meeting. Duly registered shareholders can connect to the general meeting electronically via the InvestorPortal and follow it through video and audio on the day of the general meeting from 10:00 a.m. (CEST) and exercise shareholder rights by means of electronic communication. The InvestorPortal can be accessed at the Internet address

https://www.eqs.com/about-eqs/corporate-governance/.

(Online) access to the InvestorPortal is gained by entering the shareholder number and the corresponding individual access data (password or access code). Shareholders who are entered in the

company's share register no later than July 9, 2024, 00:00 hours (CEST), will receive their individual access data together with the invitation to the general meeting.

In accordance with the statutory requirements, shareholders who are entered in the share register after the beginning of July 9, 2024, 00:00 hours (CEST), will not receive any invitation documents and therefore no access data for the InvestorPortal without request. However, they can register via the Registration Office (see section 4) to request the invitation documents with the required shareholder number and the corresponding individual access data.

Without proper registration for the general meeting, shareholders cannot join the general meeting electronically and cannot exercise any shareholder rights, in particular voting rights. The electronic issuing of authorizations and instructions to the company's proxies via the InvestorPortal also requires timely registration for the general meeting.

The InvestorPortal is expected to go live on June 24, 2024.

4. Registration for the general meeting and exercise of shareholder rights; Registration Stop

Pursuant to Section 17 para. 1 sentence 1 of the company's Articles of Association, only those shareholders who are entered in the company's share register on the day of the general meeting and who register with the company in good time are entitled to attend the general meeting (i.e. to join the general meeting electronically) and to exercise their shareholder rights, in particular their right to propose motions and vote at the general meeting. Registration must be received by July 23, 2024, 24:00 hours (CEST) at the latest, either electronically via the InvestorPortal or at the registration office named below ("Registration Office")

EQS Group AG

c/o Computershare Operations Center 80249 Munich

Germany

E-Mail: [e-mail]

For access to the InvestorPortal, please refer to the information in section 3.

Pursuant to Section 67 para. 2 sentence 1 AktG, rights and obligations in relation to the company arising from shares exist only for and against the person(s) entered in the share register. The number of voting rights to which a duly registered shareholder is entitled at the general meeting is therefore determined by the entry status in the share register on the day of the general meeting. For technical reasons, however, no changes will be made to the share register in the period from the end of July 23, 2024, 24:00 hours (CEST) (technical record date) until the end of the general meeting on July 30, 2024 (so-called "Registration Stop"). Therefore, the entry status of the share register on the day of

the general meeting corresponds to the status after the last transfer on July 23, 2024. The Registration Stop does not mean a restriction on the disposal of the shares. However, transferees of shares whose applications for re-registration are received by the company after July 23, 2024, cannot exercise voting rights and other shareholder rights arising from these shares unless they have been authorized to do so or are authorized to exercise such rights. In such cases, voting rights and other shareholder rights remain with the persons entered in the share register until the change of registration. All transferees of shares in the company who are not yet entered in the share register are therefore requested to submit applications for change of registration in good time.

5. Procedure for voting

Procedure for voting by means of electronic communication (electronic postal vote)

Voting rights are exercised by means of electronic communication through electronic postal voting using the InvestorPortal. Shareholders who are entered in the share register and have duly registered for the general meeting can cast their votes by electronic postal vote ahead of the general meeting and during the general meeting using the InvestorPortal. Proxies, including authorized intermediaries (e.g. banks), shareholders' associations, proxy advisors and persons who offer to exercise voting rights at the general meeting on behalf of shareholders on a business basis may also use electronic postal voting.

After proper registration for the general meeting, votes already cast by electronic postal vote may be cast and amended using the InvestorPortal until the closing of voting at the general meeting on July 30, 2024. The exact time at which the option to cast or amend votes via the InvestorPortal ends will be determined by the chairman of the general meeting. He will point this out in good time during the general meeting.

Procedure for voting by the proxies appointed by the company

Shareholders may be represented by the company's proxies when exercising their voting rights in accordance with their instructions. Timely and proper registration for the general meeting by July 23, 2024, 24:00 hours (CEST) is also required for the authorization of proxies.

The authorization of the proxies appointed by the company and the issuing of instructions must be in text form (Section 126b of the German Civil Code, Bürgerliches Gesetzbuch, "BGB"). Before and during the general meeting, you can exercise your voting rights by granting power of attorney and issuing instructions to the company's proxies via the InvestorPortal of the company at

https://www.eqs.com/about-eqs/corporate-governance/.

Authorization via the InvestorPortal is possible until the beginning of voting on the day of the general meeting. You can also use the InvestorPortal to amend or revoke any previously issued authorization and instructions during the general meeting until the beginning of voting. The exact time at which the