Jumia Technologies : Report of the Management Board on the reasons for the exclusion of the shareholders’ subscriptions rights when issuing new shares under the Authorized Capital 2023/I

Annual general meeting of Jumia Technologies AG on 14 August 2023

Convenience Translation

Report of the Management Board on agenda item 9 (Resolution on the cancellation of the existing Authorized Capital 2021/II as well as the cancellation of the existing Authorized Capital 2018 and the creation of a new Authorized Capital 2023/I with the exclusion of the subscription rights and with the authorization for the exclusion of subscription rights as well as on the corresponding amendment of the articles of association)

Under agenda item 9 of the Annual General Meeting on 14 August 2023, the Management Board and Supervisory Board propose to cancel the existing Authorized Capital 2021/II as well as the existing Authorized Capital 2018/I and to create a new authorized capital (Au- thorized Capital 2023/I). Pursuant to section 203(2), sentence 2 of the German Stock Corporation Act in conjunction with section 186(4) sentence 2 of the German Stock Corporation Act, the Management Board presents the following report to the general meeting of shareholders on the reasons for the authorization to exclude shareholders' subscriptions rights when issuing new shares under the proposed Authorized Capital 2023/I:

The Annual General Meeting of the Company on 9 June 2021 authorized the Management Board of the Company to increase, once or repeatedly and each time with the consent of the Supervisory Board, the share capital by a total amount of up to EUR 97,194,578.00 against contribution in cash and/or in kind ("Authorized Capital 2021/II"). In order to settle claims under the virtual participation programs of the Company, which were adopted by the Management Board and Supervisory Board to grant variable remuneration elements to the management and employees of the Jumia Group and thereby align their interests with those of the Company's shareholders, the Authorized Capital 2021/II was partially utilized and currently still exists in an amount of EUR 92,796,094.00.

The virtual participation programs comprise the Virtual Restricted Stock Unit Program 2019 ("VRSUP 2019"), the Virtual Restricted Stock Unit Program 2020 ("VRSUP 2020") and the Virtual Restricted Stock Unit Program 2021 ("VRSUP 2021"). The VRSUP 2019 expired in the meantime and all claims under the VRSUP 2020 are already fully settled, so that no shares will be issued from the Authorized Capital 2021/II anymore for these virtual participation programs.

In the context of the conversion of the Company into the legal form of a stock corporation (Aktiengesellschaft) and in continuation of the resolution of the Shareholders' Meeting dated 12/13 December 2018, the Management Board of the Company was authorized by conversion resolution dated 17/18 December 2018 and as well as by adjustment as a result of a capital increase from company funds in accordance with the resolution of the Annual General Meeting on 15 February 2019, in accordance with section 4(2) of the articles of association of the Company, to increase the share capital of the Company until 16 December 2023, once or repeatedly and each time with the consent of the Supervisory Board, by a total amount of up to EUR 7,311,792.00 (in words: euro seven million three hundred and eleven thousand seven hundred and ninety-two) by issuing up to 7,311,792 no-par value bearer shares against contributions in cash and/or in kind, including claims against the Company ("Authorized Capital 2018/I").

For the purpose of servicing acquisition rights (option rights) granted by the Company (or one of its legal predecessors) prior to the conversion of the Company into a stock corporation to current and/or former managing directors and/or employees of the Company and/or its direct and indirect subsidiaries and to service providers, supporters or business partners of the Company and/or its direct and indirect subsidiaries ("Old Option Rights")

Page 1/7

as well as for the purpose of issuing shares in the Company to holders of shares in direct or indirect subsidiaries of the Company, the Authorized Capital 2018/I has already been predominantly utilized and currently still exists in an amount of EUR 704,292.00.

The participation of the management and key employees of the Company and its subsidiaries in the economic risks and opportunities of the relevant business operation is an important component of an internationally competitive remuneration system in order to strengthen the commitment to the Company, to attract and retain competent and dedicated individuals whose efforts will result in the growth and profitability of the Company and to align their interests with the interests of the shareholders in order to increase the value of the Company.

Following a comparison of remuneration models of similar companies, on the basis of the recommendation of external remuneration consultants and in accordance with the remuneration system approved by the General Meeting in the financial year 2022, the Management Board and the Supervisory Board of the Company adopted a new Virtual Restricted Stock Unit Program 2023 ("VRSUP 2023"). The VRSUP 2023 does not affect the virtual stock units already granted but not yet settled under the existing VRSUP 2021. The VRSUP 2021 allows for further issuances of virtual stock units, but this will not be sufficient to satisfy the currently estimated demand.

The Company may allocate up to 6,500,000 virtual stock units to selected beneficiaries under the VRSUP 2023 until the end of 2027. Following vesting, the virtual stock units entitle the beneficiary to a claim against the Company for a cash payment depending on the value of the Company's shares as represented by American Depositary Shares ("ADSs"). The terms of the VRSUP 2023 allow the Company to settle the payment claims resulting from the VRSUP 2023 by delivering shares of the Company, subject to the Annual General Meeting resolving on the creation of the Authorized Capital 2023/I.

In addition, Old Option Rights for the acquisition of up to 225,435 shares in the Company continue to exist, the servicing of which is to remain possible in the future. For this purpose, the authorization to issue shares under exclusion of subscription rights previously granted under the existing Authorized Capital 2018/I shall continue to apply and be transferred with the same wording to the new Authorized Capital 2023/I to be created.

The authorized capital proposed under agenda item 9 of the Annual General Meeting on 14 August 2023 ("Authorized Capital 2023/I") shall authorize the Management Board to increase, once or repeatedly and each time with the consent of the Supervisory Board, the share capital by a total amount of up to EUR 101,138,683.00 (in words: euro one hundred and one million one hundred and thirty-eight thousand six hundred and eighty-three) through the issuance of up to 101,138,683 new no-par value bearer shares against contributions in cash and/or in kind, including claims against the Company, until 13 August 2028.

The creation of the Authorized Capital 2023/I serves to ensure, among other things, that the Company is able to preserve liquidity and settle the claims under the VRSUP 2021 and in particular under the newly adopted VRSUP 2023 at its discretion by issuing shares in the future. The Authorized Capital 2023/I is intended to enable the Company to retain qualified personnel, to continue to be able to react flexibly to a favorable market environment or financing requirements, to strengthen liquidity at short notice, to be able to respond quickly and successfully to advantageous offers, and to exploit opportunities for corporate expansion as they arise. As a company often needs to quickly take a decision whether to

Page 2/7

issue new shares, it is important for the Company not to be dependent on the schedule of Annual General Meetings or the long convocation period for an extraordinary general meeting of shareholders. The legislature has accounted for these needs through the instrument of "authorized capital".

Under the Authorized Capital 2023/I, shareholders shall generally be granted subscription rights to newly issued shares. The shares may also be subscribed for by one or more credit institution(s) or one or more enterprise(s) operating pursuant to sections 53(1) sentence 1, 53b(1) sentence 1 or 53b(7) of the German Banking Act (Gesetz über das Kredit- wesen) with the obligation to offer the shares to the shareholders of the Company pursuant to section 186(5) of the German Stock Corporation Act (indirect subscription right). The issue of shares with the granting of such an indirect subscription right is already not to be regarded as an exclusion of subscription rights under the law. The shareholders are ultimately granted the same subscription rights as in the case of a direct subscription. For processing reasons, only one or more credit institution(s) are involved in the processing.

However, in line with the existing Authorized Capital 2021/II, the shareholders' subscription rights shall be excluded under the proposed Authorized Capital 2023/I, among others, to settle, at the discretion of the Company, claims under the VRSUP 2021 in the currently existing amount of up to 6,958,538 shares and under the VRSUP 2023 in the amount of up to 6,500,000 shares. In addition, the subscription right shall be excluded in order to be able to settle the claims arising from the Old Option Rights in the amount of up to 225,435 shares in accordance with the exact wording provided for this purpose in the existing Authorized Capital 2018/I.

In this case, the pro rata amount of the share capital attributable to the new shares issued may not exceed 10 % of the share capital of the Company existing at the time of the adoption of the resolution on the Authorized Capital 2023/I or, if this amount is lower, existing at the time of the exercise of the Authorized Capital 2023/I. Towards this 10 %-limit shall count the pro-rata amount of the share capital attributable to any shares that were issued or transferred from authorized capital, conditional capital or from treasury shares to members of the Management Board of the Company and employees of the Company, as well as members of the management and employees of companies affiliated with the Company within the meaning of section 15 of the German Stock Corporation Act or their investment vehicles to settle claims under participation programs since the resolution on the Authorized Capital 2023/I was adopted.

The exclusion of shareholders' subscription rights in this context is in the shareholders' interest as it allows the Company to attract and retain competent and dedicated individuals as employees of the Company and its subsidiaries and to align their interests with the interests of the shareholders in order to increase the value of the Company. Furthermore, the Company is given an option to settle claims in equity instead of cash which preserves liquidity at the Company and provides for ongoing alignment of interests. At the same time, the amount of shares which may be issued without subscription rights for existing shareholders is limited to 10 % taking into account other issuances under participation pro- grams. Overall, the exclusion of shareholders' subscription rights in these situations is therefore objectively justified and proportionate considering the Company's and the share- holders' interests as well as purpose and means.

The Management Board is also to be authorized to exclude shareholders' subscription rights with the consent of the Supervisory Board in one or more capital increases in the context of the Authorized Capital 2023/I as follows:

Page 3/7

• The Management Board shall, with the consent of the Supervisory Board, be able to exclude fractional amounts from the subscription right. The objective of this market- standard exclusion of subscription rights is to simplify the procedure for an issue with shareholders' subscription rights, as this would permit a technically feasible sub- scription ratio. Typically, for each shareholder the fractional amount's value is low, and therefore the possible dilution effect should be considered low as well. In con- trast, the cost for the Company of an issue without such exclusion is significantly higher. Therefore, the exclusion improves the feasibility and ease of implementation of an issue. Shares for which shareholders' fractional subscription rights are ex- cluded will either be sold on the market or otherwise used in the Company's best interest. For these reasons, the Management Board and the Supervisory Board con- sider the possible exclusion of the subscription rights to be in the best interests of the Company and its shareholders as well as objectively justified and proportionate considering the Company's and the shareholders' interests.
• The Management Board shall, with the consent of the Supervisory Board, be able to exclude the subscription right to the extent necessary to grant holders or creditors of convertible bonds, options, profit rights and/or profit bonds (or combinations of these instruments) (hereinafter together "Bonds") with conversion or option rights, or conversion or option obligations, and which were or will be issued by the Company or a direct or indirect subsidiary, subscription rights to new no-par value bearer shares of the Company in the amount to which they would be entitled as sharehold- ers after the exercise of the option or conversion rights, or after fulfilment of the conversion or option obligations or to the extent the Company exercises with regard to such Bonds its right to grant, totally or in part, shares of the Company in lieu of payment of the amount due.
  Such Bonds' terms and conditions regularly provide for a protection against dilution which grants holders or creditors a subscription right to new shares in subsequent share issues and certain other measures. They are thus placed in the same position as if they were already shareholders. In order to provide the Bonds with such pro- tection against dilution, the shareholders' subscription rights to these shares must be excluded. This will facilitate the placement of the Bonds and thus serve the inter- ests of the shareholders in an optimal financial structure of the Company. In addition, the exclusion of shareholders' subscription rights in favor of the holders or creditors of Bonds has the advantage that, if the authorization is exercised, the option or con- version price for the holders or creditors of existing Bonds does not need to be re- duced in accordance with the respective terms of the Bonds. This enables a higher inflow of cash and is therefore in the interest of the Company and its shareholders.
• The subscription right can further be excluded in the case of cash capital increases, provided that the issue price of the new shares is not significantly lower than the stock exchange price and that the pro rata amount of the share capital attributable to the new shares and such capital increase does not exceed a total of 10 % of the share capital of the Company (simplified exclusion of subscription rights in accord- ance with section 186(3) sentence 4 of the German Stock Corporation Act).
  The authorization allows the Company to flexibly react to favorable capital market situations and also be able to very quickly place the new shares, i.e., without the need for a subscription offer lasting at least two weeks. The exclusion of subscription rights makes it possible to act very quickly and perform placements close to the stock market price, i.e., without the reduction that is usual in the case of a subscription

Page 4/7

issue. This creates the basis for reaching the highest possible sale amount and the greatest possible strengthening of own resources. Authorizing the simplified exclusion of subscription rights is objectively justified not lastly by the fact that a higher cash inflow can often be generated.

The pro rata amount of the share capital attributable to the new shares issued under the exclusion of subscription rights in accordance with section 186(3) sentence 4 of the German Stock Corporation Act, must not exceed a total of 10 % of the share capital of the Company, whether at the time the Authorized Capital 2021/II comes into effect or - in case such amount is lower - is exercised. Towards the above threshold of 10 % of the share capital shall also count the pro-rata amount of the share capital attributable to any shares (i) that are sold during the term of the Authorized Capital 2023/I on the basis of an authorization to sell treasury shares pursuant to section 71(1) no. 8 sentence 5 second half sentence in conjunction with section 186(3) sentence 4 of the German Stock Corporation Act subject to the exclusion of shareholders' subscription rights; (ii) that are issued to satisfy Bonds with conversion or option rights, or conversion or option obligations, provided that such Bonds were issued in analogous application of section 186(3) sentence 4 of the German Stock Corporation Act during the term of the Authorized Capital 2023/I subject to the exclusion of the shareholders' subscription rights; or (iii) that are issued during the term of the Authorized Capital 2023/I on the basis of other authorized capital, provided that such shares are issued subject to the exclusion of the shareholders' subscription rights pursuant to section 203(2) sentence 1 in conjunction with section 186(3) sentence 4 of the German Stock Corporation Act or on the basis of other capital measures subject to the exclusion of the shareholders' subscription rights in analogous application of section 186(3) sentence 4 of the German Stock Corporation Act.

The simplified exclusion of subscription rights requires that the issue price of the new shares is not significantly below the stock market price. Any deduction from the current stock market price or a volume-weighted stock market price during a reasonable number of trading days prior to establishing the final issue price will likely not exceed the corresponding stock market price, as represented by ADS, by more than approx. 5 %, subject to special circumstances in individual cases. This also meets the protection needs of shareholders regarding a value based dilution of their partic- ipation. By establishing the issue price close to the stock market price, we ensure that the value any subscription right were to have would remain very low. Shareholders may maintain their relative participation via an additional purchase of ADS on the stock market which may be exchanged into shares at any time subject to the details of the depository agreement for the ADS.

• The subscription right can also be excluded when issuing shares for contributions in kind. In particular, the Company shall continue to be able to acquire companies, businesses, parts of companies, interests in companies or other assets, including claims against the Company or any of its group companies, or to satisfy Bonds is- sued for contributions in kind in order to strengthen its competitiveness and maxim- ize its earnings power and enterprise value.
  Practice shows that the shareholders of attractive companies sometimes have a strong interest in acquiring no-par value shares of the Company as consideration (e.g., to maintain a certain degree of influence on the acquired company or the object of the contribution in kind). From the point of view of an optimal financing structure,

Page 5/7