Jumia Technologies : Report of the Management Board on the reasons for the exclusions of shareholders’ subscription rights in connection with the sale and use of treasury shares, respectively ADS

Annual general meeting of Jumia Technologies AG on 14 August 2023

Convenience Translation

Report of the Management Board on agenda item 10 (Resolution on the cancellation of the previous authorization and the granting of a new authorization to acquire treasury shares and their use, including the authorization to redeem acquired treasury shares and decrease the share capital as well as the exclusion of subscription rights)

Under agenda item 10 of the Annual General Meeting on 14 August 2023, the Management Board and the Supervisory Board propose to cancel the existing authorization to acquire and use treasury shares and to create a new authorization. Pursuant to section 71(1) no. 8 sentence 5 of the German Stock Corporation Act (Aktiengesetz, "AktG") in conjunction with section 186(4) sentence 2 AktG, the Management Board presents to the Annual General Meeting the following report regarding agenda item 10 on the reasons for the exclusion of shareholders' subscription rights in connection with the sale and use of treasury shares, respectively ADS, acquired under the authorization granted under agenda item 10:

The extraordinary general meeting of the Company held on 15 February 2019, granted the Management Board under agenda item 7 an authorization to acquire and use treasury shares in accordance with section 71(1) no. 8 AktG. This authorization also includes the acquisition of American Depository Shares representing shares of the Company ("ADS") that are admitted to trading on the New York Stock Exchange ("NYSE"), provided that, with regard to the limit of 10 % of the share capital, the number of ADS is to be multiplied with the number of ADS representing one share of the Company. The existing authorization is limited until 14 February 2024 and will therefore expire before the Annual General Meeting in 2024. The Management Board has not made use of the existing authorization.

In order to enable the Company to continue to respond flexibly to favorable market conditions and to acquire and use treasury shares as required to the extent permitted by law without interruption beyond 14 February 2024, the authorization is to be renewed. To this extent, the existing authorization is to be completely cancelled and a new authorization shall be resolved upon.

Acquisition of treasury shares

The acquisition of treasury shares, respectively ADS can take place through the stock exchange or by means of a public purchase offer or a public exchange offer directed to all shareholders of the Company or by means of a public invitation to the shareholders to make a sales offer or an offer to exchange. The acquisition is subject to compliance with the Principle of Equal Treatment (section 53a AktG). This is taken into account by the proposed acquisition through the stock exchange or by means of a public purchase offer or a public exchange offer directed to all shareholders of the Company or by means of a public invitation to the shareholders to make a sales offer or an exchange offer.

To the extent that the number of shares, respectively ADS, offered by the shareholders in the case of a public purchase offer or a public exchange offer exceeds the intended acquisition volume of the Company, there will be an acquisition quota based on the offered shares, respectively ADS, per shareholder. The proportion of the number of shares offered by the individual shareholders will be decisive. On the contrary, the total number of shares, respectively ADS, held by the shareholder offering shares, respectively ADS, for acquisition or exchange is irrelevant. This is the case, because only the offered shares,

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respectively ADS, are offered for acquisition or exchange. In addition, it is not practicable to check the shareholding or holding of ADS of each individual shareholder.

However, it is possible to provide that lower amounts of up to one hundred (100) offered shares, respectively the corresponding amount of ADS considering the number of ADS representing one share, for each shareholder can be acquired on a preferential basis. This possibility serves to avoid fractional amounts and smaller remaining amounts when determining an acquisition quota and thus, to enhance the settlement.

Authorization to sell or otherwise use acquired shares

1. The treasury shares can be redeemed or sold on the stock exchange or by means of an offer to all shareholders. In case of a redemption, the Company's share capital can be reduced by that part of the share capital allotted to the redeemed shares without the redemption or its implementation requiring a further resolution by the General Meeting. The Management Board can redeem the treasury shares also in the simplified procedure without reducing the share capital so that by the redemption the proportionate amount of the other shares in the share capital is increased. Both cases of a sale of treasury shares are in compliance with the Principle of Equal Treatment pursuant to German stock corporation law.
2. The treasury shares, respectively the ADS can be offered for purchase and trans- ferred to persons employed or who were employed by the Company or one of its affiliates and board members of the Company or its affiliates or their investment ve- hicles or other holders of acquisition rights especially under options. The subscrip- tion rights of the shareholders shall be excluded in this case. This authorization al- lows to incentivize and retain essential personnel, which is important for a long term successful development of the Company and is insofar in the interest of the Com- pany and its shareholders.
3. The treasury shares, respectively the ADS, can be offered for purchase and trans- ferred to holders of virtual option rights or to beneficiaries of virtual participation pro- grams to satisfy virtual option rights or other claims, in particular payment claims, under virtual participation programs, if and to the extent the Management Board of the Company decides in its sole discretion to settle claims resulting from virtual op- tion rights or other claims, in particular payment claims, under virtual participation programs by issuing treasury shares, respectively ADS. The exclusion of the sub- scription rights of the shareholders is also necessary in this case to attract and retain suitable personnel for the Company in the long term. The grant of shares, respec- tively ADS, gives an incentive to pursue a sustainable value growth of the Company and thus, aligns the interests of the personnel of the Company with the interests of its shareholders.
4. The treasury shares, respectively the ADS can, with the approval of the Supervisory Board, be offered in particular in the course of company mergers or the acquisition of companies, businesses, parts of companies or holdings, or interests or other as- sets or claims for the acquisition of assets including claims against the Company or companies affiliated with the Company within the meaning of sections 15 et seqq. AktG to third parties in exchange for contributions in kind. The above described shares, respectively ADS may also be used for ending or, respectively, for the set- tlement of valuation proceedings under company law of companies affiliated with the Company within the meaning of sections 15 et seqq. AktG. The subscription rights

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of the shareholders shall be excluded in those cases. This authorization serves to strengthen the position of the Company in the competition for interesting acquisitions and allows to react quickly and flexibly to favorable acquisition opportunities while preserving the Company's liquidity as well as to settle valuation proceedings without weakening its liquidity position. This is taken into account with the proposed exclusion of the subscription rights of the shareholders. The Management Board will solely consider the interests of the Company and its shareholder when deciding to use treasury shares or shares from authorized capital in the individual case. Further, the Management Board will appropriately take into account the interests of the shareholders when determining the value of the treasury shares and the considera- tion. The Management Board will consider the share price of the share or ADS of the Company on the stock exchange, however, it is not schematically bound to the share price on the stock exchange, in particular to avoid that agreements as results of negotiations are questioned on the basis of fluctuations of the share price on the stock exchange.

1. The treasury shares, respectively ADS can be issued in order to distribute a dividend in kind in the context of which shares, respectively ADS of the Company (also in part or subject to election) may be issued against contribution of dividend claims (scrip dividend). In case of scrip dividends using treasury shares, all shareholders have the option to assign their claim to the dividend payment based on the General Meet- ing's resolution on the appropriation of the profit to the Company in order to receive treasury shares, respectively ADS of the Company in return. In this case, the Man- agement Board shall be authorized to exclude the subscription rights of the share- holders in order to be able to implement a scrip dividend under optimal conditions. The implementation of a scrip dividend using treasury shares can take place as an offer to all shareholders, while preserving their subscription rights and with due ob- servance of the Principle of Equal Treatment (section 53a AktG). Depending on the capital market situation, it may in specific cases be in the interest of the Company and its shareholders to structure the implementation of a scrip dividend using treas- ury shares in such a manner that the Management Board offers treasury shares for subscription to all shareholders who are entitled to dividends in return for the assign- ment of their dividend entitlement, with due observance of the Principle of Equal Treatment (section 53a AktG), but with the formal exclusion of subscription rights in their entirety. The implementation of the scrip dividend with the formal exclusion of subscription rights will make it possible to carry out the scrip dividend under more flexible conditions. In view of the fact that the treasury shares will be offered to all the shareholders and excess partial dividend amounts will be settled by paying a cash dividend, the exclusion of subscription rights would appear to be justified and appropriate in this case.
2. The treasury shares, respectively ADS can, with the approval of the Supervisory Board, be sold to third parties for cash if, at the time of sale, the price at which the shares of the Company are sold is not significantly below the stock exchange price
   (i) per share of the Company, provided that the shares of the Company are traded on a stock exchange, or (ii) per ADS of the Company (sections 71(1) no. 8 sen- tence 5, 186 (3) sentence 4 AktG). This allows the Management Board to react quickly and flexibly to favorable market situations and to achieve higher resale prices by setting a price that is in line with market prices and thus to strengthen the equity base of the Company or attract new investors. By having a placement price of the shares that is in line with the stock exchange price, the shareholders' interest in value-based protection against dilution is also taken into account. The placement

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price for the shares, respectively ADS will be finally determined shortly before the sale. Any discount on the share price on the stock exchange will be set by the Management Board as low as possible in consideration of the relevant market conditions at the time of the placement and each shareholder is given the opportunity to acquire the shares, respectively ADS necessary to maintain its shareholding at approximately the same conditions on the stock exchange.

1. The treasury shares, respectively ADS, can be used to serve acquisition obligations or acquisition rights to shares, respectively ADS, of the Company out of and in con- nection with convertible bonds, options, profit rights and/or profit bonds (respectively combinations of these instruments) (hereinafter together "Bonds") issued by the
   Company or group companies, with conversion or option rights, respectively conver- sion or option obligations. The subscription rights of the shareholders have to be excluded in this case. This is also true in case of a sale of treasury shares, respec- tively ADS, by means of a public offer to all shareholders in order to use treasury shares, respectively ADS to grant subscription rights to holders of Bonds to the ex- tent to which they would be entitled after exercising their rights or obligations under the aforementioned instruments (dilution protection).

Overall, the shares, respectively the ADS, used on the basis of the authorizations above referenced under lit. f) and g) insofar as they were issued in analogous application of section 186(3) sentence 4 AktG, may not exceed 10 % of the share capital whether at the time of the effectiveness of the resolution or - if this amount is lower - at the time of the exercise of the authorization. This limit of 10 % of the share capital applies to ADS provided that the number of ADS is to be multiplied with the number of ADS representing one share. 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, respectively ADS, (i) that are issued or sold in direct or analogous application of section 186(3) sentence 4 AktG during the term of this authorization up to that time; (ii) that are issued to satisfy Bonds with conversion or option rights, respectively conversion or option obligations, provided that such Bonds were issued during the term of this authorization in analogous application of section 186(3) sentence 4 AktG. These restrictions ensure that the interests of the shareholders with respect to their shareholding and voting rights are appropriately taken into ac- count, because all shareholders have the opportunity to acquire the shares, respectively ADS necessary to maintain their shareholding at approximately the same conditions on the stock exchange.

The subscription rights of the shareholders shall also be excluded if this is necessary, in the event of the sale of treasury shares, respectively ADS, to all shareholders, to settle fractional amounts. This allows for a subscription ratio avoiding fractions. The technical implementation of the sale and the exercise of the subscription rights would be very diffi- cult, if the subscription rights for fractional amounts are not excluded. The shares excluded from the subscription rights of the shareholders as fractional amounts will be used by the Management Board in the best interest of the Company by sale on the stock exchange or in other ways. The potential dilution is very low, because the exclusion of the subscription rights is limited to fractional amounts.

Taking all these circumstances into account, the exclusion of subscription rights is neces- sary, suitable, appropriate and in the interests of the Company within the limits described.

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If the Management Board makes use of the possibility to acquire treasury shares, respectively ADS, and/or to use them subject to the exclusion of subscription rights during a financial year, it will report on this at the following Annual General Meeting.

Berlin, July 2023

Jumia Technologies AG

The Management Board

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