HomeToGo : Remuneration Report 2023

HomeToGo SE

9, rue de Bitbourg, L-1273

Luxembourg, Grand Duchy of Luxembourg

(the "Company")

REMUNERATION REPORT

for the

FINANCIAL YEAR 2023

Remuneration Report

This Remuneration Report (the "Report") provides detailed information about the remuneration received by the members of the management board of the Company (the "Management Board") and the supervisory board of the Company (the "Supervisory Board") during the financial year 2023 with respect to the system of fixed and variable remuneration for the financial year 2023. Reimbursed costs, such as travel expenses, are not included in this Report.

Remuneration Policy

In 2022, the Company established a remuneration policy (the "Policy") with respect to the remuneration paid by the Company to the members of the Management Board and the Supervisory Board for the purposes of article 7bis of the Luxembourg law of May 24, 2011, on the exercise of certain rights of shareholders in general meetings of listed companies, as amended, implementing the Shareholder Rights Directive II (EU) 2017/828.

The Policy has been in force as from the financial year 2022, and is intended to remain in place for four years, i.e. until the Company's annual general meeting of shareholders to be held in 2026. In the event of material changes and in any case, every four years, the Policy shall be submitted to the advisory vote of the Company's shareholders.

The Company's annual general meeting of shareholders held on May 24, 2022, passed an advisory vote on the Policy. The Policy is available on the Company's website.

1. INTRODUCTION

This Report for the financial year 2023 has been prepared in accordance with relevant corporate governance and legal requirements. The Management Board has approved this Report on April 19, 2024. This Report provides a description of the 2023 remuneration granted by the Company and its group companies to the members of the Management Board and the members of the Supervisory Board.

This Report is submitted to the advisory vote of the Company's shareholders in connection with agenda item 6 of the Company's annual general meeting of shareholders to be held on May 28, 2024 (the "AGM").

With the presentation of the results for the financial year ended December 31, 2023, the Company provided a detailed overview of the relevant facts and developments in the performance and business environment of the Company.

2. PROCEDURE FOR DETERMINING THE REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD AND MAIN CONSIDERATIONS OF THE REMUNERATION

The Policy was adopted by the Supervisory Board on April 19, 2022, in accordance with Art. 442-19 of the law of August 10, 1915, on commercial companies as amended and the rules of procedure of the Supervisory Board.

1

The Supervisory Board periodically evaluates the remuneration of the Management Board to ensure its continued appropriateness. In doing so, the Supervisory Board may consult an external remuneration expert, who must be independent from the Management Board. The Policy and amendments thereto as well as this Report and any future remuneration reports will be submitted to the Company`s general meeting of shareholders for an advisory vote. In the case of any relevant amendments, the Supervisory Board will inform subsequent general meetings of shareholders.

The Company's remuneration structure for the members of the Management Board is based on fixed and long-term variable compensation involving exclusively long-term incentives. The long-term incentive programs relevant for the financial year 2023 were established both before and after the business combination between the Company and HomeToGo GmbH by way of a contribution of all shares in HomeToGo GmbH into the Company in exchange for the issuance of new public shares in the Company, which was consummated on September 21, 2021 (the "Business Combination"). The remuneration of the members of the Supervisory Board is based on a fixed amount only.

The overall aim of the Company's remuneration structure is to provide a total compensation to motivate members of the Management Board towards the achievement of long-term goals and short-term milestones which promote long-term goals in order to promote the Company's business strategy, long-term value creation and sustainability. It shall provide adequate compensation in consideration of the responsibilities, competency, commitment, workload, time spent and performance of each individual. The Company aims to ensure that the Company continues to attract and retain those individuals, who consistently perform at or above expected levels and contribute to the success of the Company. The remuneration structure shall further ensure a close link between the interests of the Management Board and the Supervisory Board and the interests of the Company's shareholders.

3. FIXED REMUNERATION

During the financial year 2023, the Company paid the following non-performance-related fixed remuneration (base remuneration, fees and allowances) to the members of the Management Board and the members of the Supervisory Board:

3.1 Members of the Management Board

3.1.1 CEO Dr. Patrick Andrae

In the financial year 2023, the Chief Executive Officer (CEO) and member of the Management Board Dr. Patrick Andrae received a fixed remuneration of EUR 249,999.96. The remuneration was paid by HomeToGo GmbH as the employer of Dr. Andrae.

In addition, he received an allowance towards health, long-term care and pension insurance in the amount that would have been payable if Dr. Andrae had been an employee of the Company, but no more than half of the respective insurance premium. The Company has further taken out accident and D&O insurances for Dr. Andrae to the customary extent and paid the respective insurance premiums.

2

3.1.2 CSO Wolfgang Heigl

In the financial year 2023, the Chief Strategy Officer (CSO) and member of the Management Board Wolfgang Heigl received a fixed remuneration of EUR 249,999.96. The remuneration was paid by HomeToGo GmbH as the main employer of Wolfgang Heigl and by HomeToGo GmbH's two Lithuanian subsidiaries, UAB HomeToGo Technologies and UAB HomeToGo Technologies Vilnius, in which Wolfgang Heigl acted as deputy director.

In addition, he received an allowance towards health, long-term care and pension insurance in the amount that would have been payable if Wolfgang Heigl had been an employee of the Company, but no more than half of the respective insurance premium. The Company has further taken out accident and D&O insurances for Wolfgang Heigl to the customary extent and paid the respective insurance premiums.

3.1.3 COO Valentin Gruber

In the financial year 2023, the Chief Operating Officer (COO) and member of the Management Board Valentin Gruber received a fixed remuneration of EUR 249,999.96. The remuneration was paid by HomeToGo GmbH as the employer of Valentin Gruber.

In addition, he received an allowance towards health, long-term care and pension insurance in the amount that would have been payable if Valentin Gruber had been an employee of the Company, but no more than half of the respective insurance premium. The Company has further taken out accident and D&O insurances for Valentin Gruber to the customary extent and paid the respective insurance premiums.

3.1.4 CFO Steffen Schneider

In the financial year 2023, the Chief Financial Officer (CFO) and member of the Management Board Steffen Schneider received a fixed remuneration of EUR 249,999.96. The remuneration was paid by HomeToGo GmbH as the employer of Steffen Schneider.

In addition, he received an allowance towards health, long-term care and pension insurance in the amount that would have been payable if Steffen Schneider had been an employee of the Company, but no more than half of the respective insurance premium. The Company has further taken out accident and D&O insurances for Steffen Schneider to the customary extent and paid the respective insurance premiums.

3.2 Members of the Supervisory Board

The compensation elements of the Supervisory Board were resolved by the Company's extraordinary general meeting of shareholders held on September 13, 2021, and the Company's annual general meeting of shareholders held on May 24, 2022. The remuneration of the members of the Supervisory Board is based on fixed compensation elements only.

The chairperson of the Supervisory Board is entitled to a fixed annual compensation in the amount of EUR 120,000 gross. The chairperson of the only committee of the Supervisory Board, the audit committee, is entitled to a fixed annual compensation in the amount of EUR 90,000 gross. Members of the Supervisory Board acting as ordinary members on its only

3

committee, the audit committee, are entitled to a fixed annual compensation in the amount of EUR 75,000 gross. Members of the Supervisory Board without additional functions are each entitled to fixed annual compensations in the amount of EUR 60,000 gross.

Despite being thus entitled to a fixed remuneration, Christoph Schuh, chairperson of the Supervisory Board, declined to receive any compensation for his work in the Supervisory Board in 2023. Compensations for the other members of the Supervisory Board for the financial year 2023 were not paid in 2023 and will be or have been paid in 2024.

No other compensation and/or benefits have been granted to the members of the Supervisory Board.

4. VARIABLE REMUNERATION

4.1 Short-term Incentive Payments

No variable short-term incentives were granted during the financial year 2023 to the members of the Management Board and the members of the Supervisory Board.

4.2 Long-term Incentive Programs

In the financial year 2022, the Company implemented two new long-term incentive programs for members of the Management Board, the virtual stock option program 2022 (the "VSOP 2022") and the restricted stock unit program 2022 (the "RSUP 2022").

Under the VSOP 2022, virtual stock options (the "VSOs") may be granted to members of the Management Board entitling the respective beneficiaries to receive cash payments upon exercise of their VSOs in the amount of the difference between the relevant share price of the Company's class A shares at the time a VSO is exercised and the time a VSO has been granted. While the Company has the right to settle any claims under the VSOP 2022 in shares in accordance with applicable law, beneficiaries do not obtain a right or option to acquire shares in the Company or any other shareholder rights, but rather a right to receive a cash payment, the amount of which depends on the development of the share price of the Company's class A shares. The price at which one VSO under the VSOP 2022 may be exercised depends on the closing price over the ten consecutive trading days immediately prior to the relevant grant.

In order to minimize the potential for prohibited insider trading, the Supervisory Board may, from time to time, establish in its sole discretion blackout periods during which a participant under the VSOP 2022 may not engage in transactions involving the VSOs. Subject to any insider trading rules, closed periods and any such blackout periods, a participant under the VSOP 2022 may exercise any vested VSOs within three years following the vesting during any period between the sixth and the tenth trading day after the publication by the Company of its quarterly, half-year or annual financial statements.

The terms of the VSOP 2022 further contain customary forfeiture provisions, pursuant to which a 'Bad Leaver' is defined as a participant whose office as member of the Management Board ends (i) due to the participant's voluntary resignation from office prior to the regular end of his/her term of office and the participant taking up employment with or assuming an active management position or a remunerated consultant role with a direct competitor undertaking

4

operating in business areas similar to the ones the Company is operating in or (ii) due to a revocation from office (révocation) where there are grounds justifying a termination of the service or employment relationship for good cause within the meaning of section 626 of the German Civil Code (Bürgerliches Gesetzbuch) (or the equivalent provision of applicable foreign law). A 'Good Leaver' is defined as a participant whose office as member of the Management Board ends due to any reason not qualifying the relevant participant as a Bad Leaver. Pursuant to the terms of the VSOP 2022, a Bad Leaver forfeits all unexercised awards, whether vested or unvested, whereas a Good Leaver retains all vested awards and forfeits all unvested awards.

In addition to the VSOP 2022, the Company introduced the RSUP 2022, under which restricted stock units (the "RSUs", together with the VSOs the "LTIs") may be granted to members of the Management Board. Upon vesting of the RSUs, each RSU grants the right to request cash payments in the amount of the relevant share price of the class A shares in the Company. Thus, irrespective of the Company's option to settle any claims under the RSUP 2022 in shares in accordance with applicable law and unlike in so-called restricted share award programs, beneficiaries do not obtain a right or option to acquire shares in the Company or any other shareholder rights, but rather a right to receive a cash payment, the amount of which depends on the development of the share price of the Company's class A shares. The terms of the RSUP 2022 further contain provisions analogous to the provisions of the terms of the VSOP 2022 regarding blackout periods as well as analogous forfeiture provisions. Participants of the RSUP 2022 may, subject to insider trading rules, closed periods and any such blackout periods request payment for vested RSUs within three years following the vesting of the respective RSUs during any period between the sixth and the tenth trading day after the publication by the Company of its quarterly, half-year or annual financial statements.

For each grant, the beneficiaries are able to select the allocation of their Euro-denominated overall grant amount between VSOs and RSUs from the following five options: Option A: 30% RSUs and 70% VSOs; Option B: 40% RSUs and 60% VSOs; Option C: 50% RSUs and 50% VSOs; Option D: 60% RSUs and 40% VSOs; Option E: 70% RSUs and 30% VSOs. The Company has the right to determine a different allocation. For allocation purposes of the Euro- denominated overall grant volume, the Company determines the fair value of the awards under the VSOP 2022 applying a generally accepted option-pricing model in line with IFRS 2. For each grant, the overall grant value as well as the number of awards granted under the RSUP 2022 and the VSOP 2022 is set forth in the respective grant agreement.

On March 30, 2022, the Supervisory Board resolved to grant each member of the Management Board at that time long-term variable remuneration under the VSOP 2022 and the RSUP 2022 (the "2022 LTI Grant"). In the grant agreements under the 2022 LTI Grant, the beneficiaries, the Company and HomeToGo GmbH agreed on a four-year vesting period and a provision regarding a one-year cliff period. Under the 2022 LTI Grant, 100% of the respective gross annual target amount for long-term variable remuneration agreed in each Management Board member's service agreement shall vest in each of the four years beginning January 1, 2022. The respective gross annual target amounts for long-term variable remuneration agreed with the members of the Management Board are EUR 970,000.00 for Dr. Patrick Andrae and EUR 625,000.00 for all other members. In the first of the four years, any vesting of the VSOs and RSUs amounting to 100% of the respective gross annual target amount only occurred upon completion of this first year, i.e., upon completion of the one-year cliff. In each of the three

5

subsequent years, VSOs and RSUs amounting to 100% of the respective gross annual target amount vest in installments of 1/4 for each full quarter of a year.

Of the LTIs initially granted to the members of the Management Board under the 2022 LTI Grant, all LTIs were still outstanding at the end of the financial year 2023 and, therefore, no LTIs had been exercised. VSOs and RSUs representing half of the initially granted LTIs were fully vested at the end of the financial year 2023, amounting to 200% of each Management Board member's respective gross annual target amount.

Due to the classification of the VSOP 2022 and the RSUP 2022 as equity-settled plans, expenses for LTI do not reflect the current fair value of the granted awards. As part of the valuation and accounting of an equity-settled plan, the fair value is generally only determined once as of the grant date and frozen subsequently, i.e. there is no revaluation of the fair value on the following reporting dates, except for any modifications leading to a partially cash-settled plan. Furthermore, the VSOP 2022 and the RSUP 2022 are accounted for using "graded" vesting, leading to an expense of about 72% of the initial total grant fair value for the entire LTI package granted for four years that is recorded already in the first year of vesting and declining significantly in the following periods.

4.3 Virtual Option Plans

Between 2016 and 2019, HomeToGo GmbH established several non-equitylong-term incentive programs, under which the relevant beneficiaries were granted virtual options relating to HomeToGo GmbH based on generally standardized terms (the "GmbH VSOPs"). No new options will be and have been granted under the GmbH VSOPs since the consummation of the Business Combination.

The virtual options entitle the relevant beneficiaries, subject to certain exceptions, to cash payments from HomeToGo GmbH in the case of the occurrence of certain exercise events. The respective vesting schedules and leaver conditions vary and are specified individually. The vesting period for the virtual options is three and four years and the vesting shall begin on the allotment day. Some beneficiaries have a one-year cliff and after the cliff day the virtual options are vested for every completed quarter of the year of the following three years. Other granted virtual options vest in equal monthly instalments over four years on a linear basis. Also, different accelerated vesting and non-vesting conditions are agreed individually. Some grants are subject to accelerated vesting in case of an exercise event before the vesting period, some are partially (e.g., 50%) subject to accelerated vesting and some grants do not have an accelerating vesting condition and will continue to vest after an exercise event.

Due to the classification of the GmbH VSOPs as equity-settled plans, expenses for GmbH VSOPs do not reflect the current fair value of the granted awards. As part of the valuation and accounting of an equity-settled plan, the fair value is generally only determined once as of the respective individual grant date (e.g. for the C-Level Plan in June 2021) and frozen subsequently, i.e. there is no revaluation of the fair value on the following reporting dates, except for any modifications leading GmbH VSOPs to be classified as partially cash-settled plans. Furthermore, for the GmbH VSOPs granted under the C-Level Plan, the initial grant fair values also include the initial grant fair values for the virtual hurdle options that were only granted under the condition precedent of the closing price of the class A shares of the Company exceeding EUR 12.00 or EUR 14.00, respectively, in certain defined periods. The initial grant

6

fair values of those virtual hurdle options were determined by a Monte Carlo simulation. The GmbH VSOP expenses are accounted for using "linear" vesting.

4.3.1 Treatment of Outstanding Virtual Options

Payment claims of holders of virtual options, which were not exercisable upon consummation of the Business Combination, will be fulfilled by way of issuing class A shares in the Company for an issuance price of EUR 10.00, irrespective of the actual share price of such class A shares at the time of their delivery. For the calculation of any payment claims, the exit proceeds allocable to each virtual option shall correspond to the amount calculated for HomeToGo GmbH in the Business Combination. In the context of the respective settlement of the payment claim, holders of virtual options may receive a cash payment equal to up to 50% of the respective payment claim replacing the otherwise issued class A shares valued at the actual share price at the time of delivery of the remaining class A shares (to mainly cover immediate income tax and social contribution obligations of up to 50% of the resulting payment claim, which not only the cash amount but also the awarded shares are subject to) and a number of class A shares in the Company equal to the remaining respective payment claim divided by a price of EUR 10.00 per share, irrespective of the actual share price of such class A shares at the time of their delivery.

4.3.2 Virtual Option Plan for Key Management

The Virtual Option Plan for Key Management 2019 (the "Key Management Plan") was established to issue virtual options to members of the management board of HomeToGo GmbH and to other key personnel of HomeToGo GmbH and its subsidiaries selected by the management board of HomeToGo GmbH upon approval of the advisory board of HomeToGo GmbH.

Of the virtual options initially granted to Valentin Gruber under the Key Management Plan, the still outstanding 24 virtual options were fully vested at the beginning of the financial year 2023, resulting in a total payment claim of EUR 95,470.00, equaling to 9,547 class A shares in the Company valued at EUR 10.00 each. Of this payment claim, an amount of EUR 47,730.00 was settled in 4,773 class A shares transferred at an actual share price of EUR 2.04 per class A share (resulting in a total share value of EUR 9,736.92), while the remaining payment claim was settled in cash by transferring an amount of EUR 9,738.96 (to mainly cover immediate income tax and social contribution obligations, which not only the cash amount but also the transferred shares are subject to).

Of the virtual options initially granted to Steffen Schneider under the Key Management Plan, 106 virtual options were still outstanding at the beginning of the financial year 2023, of which 71 virtual options were fully vested on December 31, 2022, resulting in a total payment claim of EUR 249,160.00, equaling to 24,916 class A shares in the Company valued at EUR 10.00 each. Of this payment claim, an amount of EUR 124,570.00 was settled in 12,457 class A shares transferred at an actual share price of EUR 2.04 per class A share (resulting in a total share value of EUR 25,412.28), while the remaining payment claim was settled in cash by transferring an amount of EUR 25,416.36 (to mainly cover immediate income tax and social contribution obligations, which not only the cash amount but also the transferred shares are subject to). All 35 virtual options still outstanding at the end of the financial year 2023 were

7

fully vested on December 31, 2023, which correspond to 12,353 class A shares in the Company valued at EUR 10.00 each.

4.3.3 Virtual Option Plan for Founders

The Virtual Option Plan for Founders 2019 (the "Founder Plan") was initially established to issue virtual options to founders of HomeToGo GmbH upon approval of the advisory board of HomeToGo GmbH.

Of the virtual options initially granted to Dr. Patrick Andrae under the Founder Plan, 1,526 virtual options were still outstanding at the beginning of the financial year 2023, of which 277 virtual options were fully vested on December 31, 2022, resulting in a total payment claim of EUR 932,000.00, equaling to 93,200 class A shares in the Company valued at EUR 10.00 each. Of this payment claim, an amount of EUR 466,000.00 was settled in 46,600 class A shares transferred at an actual share price of EUR 2.04 per class A share (resulting in a total share value of EUR 95,064.00), while the remaining payment claim was settled in cash by transferring an amount of EUR 95,064.00 (to mainly cover immediate income tax and social contribution obligations, which not only the cash amount but also the transferred shares are subject to). Of the 1,249 virtual options still outstanding at the end of the financial year 2023, 555 virtual options were fully vested on December 31, 2023, which correspond to 186,738 class A shares in the Company valued at EUR 10.00 each. The 694 remaining outstanding virtual options, which correspond to 233,507 class A shares in the Company valued at EUR 10.00 each, continue to vest in equal quarterly installments and will be fully vested on April 1, 2025.

Of the virtual options initially granted to Wolfgang Heigl under the Founder Plan, 887 virtual options were still outstanding at the beginning of the financial year 2023, of which 161 virtual options were fully vested on December 31, 2022, resulting in a total payment claim of EUR 541,700.00, equaling to 54,170 class A shares in the Company valued at EUR 10.00 each. Of this payment claim, an amount of EUR 325,020.00 was settled in 32,502 shares transferred at an actual share price of EUR 2.04 per class A share (resulting in a total share value of EUR 66,304.08), while the remaining payment claim was settled in cash by transferring an amount of EUR 44,202.72 (to mainly cover immediate income tax and social contribution obligations, which not only the cash amount but also the transferred shares are subject to). Of the 726 virtual options still outstanding at the end of the financial year 2023, 323 virtual options were fully vested on December 31, 2023, which correspond to 108,678 class A shares in the Company valued at EUR 10.00 each. The 403 remaining outstanding virtual options, which correspond to 135,595 class A shares in the Company valued at EUR 10.00 each, continue to vest in equal quarterly installments and will be fully vested on April 1, 2025.

Of the virtual options initially granted to Valentin Gruber under the Founder Plan, 784 virtual options were still outstanding at the beginning of the financial year 2023, of which 143 virtual options were fully vested on December 31, 2022, resulting in a total payment claim of EUR 481,140.00, equaling to 48,114 class A shares in the Company valued at EUR 10.00 each. Of this payment claim, an amount of EUR 240,570.00 was settled in 24,057 class A shares transferred at an actual share price of EUR 2.04 per class A share (resulting in a total share value of EUR 49,076.28), while the remaining payment claim was settled in cash by transferring an amount of EUR 49,076.28 (to mainly cover immediate income tax and social

8

contribution obligations, which not only the cash amount but also the transferred shares are subject to). Of the 641 virtual options still outstanding at the end of the financial year 2023, 285 virtual options were fully vested on December 31, 2023, which correspond to 95,892 class A shares in the Company valued at EUR 10.00 each. The 356 remaining outstanding virtual options, which correspond to 119,782 class A shares in the Company valued at EUR 10.00 each, continue to vest in equal quarterly installments and will be fully vested on April 1, 2025.

Of the virtual options initially granted to Steffen Schneider under the Founder Plan, 351 virtual options were still outstanding at the beginning of the financial year 2023, of which 64 virtual options were fully vested on December 31, 2022, resulting in a total payment claim of EUR 215,330.00. Of this payment claim, an amount of EUR 107,660.00 was settled in 10,766 class A shares in the Company transferred at an actual share price of EUR 2.04 per class A share (resulting in a total share value of EUR 21,962.64), while the remaining payment claim was settled in cash by transferring an amount of EUR 21,964.68 (to mainly cover immediate income tax and social contribution obligations, which not only the cash amount but also the transferred shares are subject to). Of the 287 virtual options still outstanding at the end of the financial year 2023, 128 virtual options were fully vested on December 31, 2023, which correspond to 43,067 class A shares in the Company valued at EUR 10.00 each. The 159 remaining outstanding virtual options, which correspond to 53,498 class A shares in the Company valued at EUR 10.00 each, continue to vest in equal quarterly installments and will be fully vested on April 1, 2025.

4.3.4 C-LevelVirtual Option Plan

In July 2021, the advisory board of HomeToGo GmbH resolved to amend the Founder Plan (the amended Founder Plan hereinafter the "C-LevelPlan"). The terms of the C-Level Plan provide, inter alia, for the granting of virtual options under the condition precedent of the closing price of the class A shares of the Company exceeding EUR 12.00 or EUR 14.00, respectively, in certain defined periods.

On August 13, 2021, Dr. Patrick Andrae was granted 740 virtual options under the C-Level Plan under the condition precedent that the closing price of the class A shares of the Company for any 10 trading days within a 30 trading day period exceeds EUR 12.00 at any time prior to the lapse of July 31, 2036 and additional 740 virtual options under the condition precedent that the closing price of the class A shares of the Company for any 10 trading days within a 30 trading day period exceeds EUR 14.00 at any time prior to the lapse of July 31, 2036.

On August 13, 2021, Wolfgang Heigl was granted additional 430 virtual options under the C- Level Plan under the condition precedent that the closing price of the class A shares of the Company for any 10 trading days within a 30 trading day period exceeds EUR 12.00 at any time prior to the lapse of July 31, 2036 and additional 430 virtual options under the condition precedent that the closing price of class A the shares of the Company for any 10 trading days within a 30 trading day period exceeds EUR 14.00 at any time prior to the lapse of July 31, 2036.

On August 13, 2021, Valentin Gruber was granted additional 380 virtual options under the C- Level Plan under the condition precedent that the closing price of the class A shares of the Company for any 10 trading days within a 30 trading day period exceeds EUR 12.00 at any time prior to the lapse of July 31, 2036 and additional 380 virtual options under the condition

9