Deutsche EuroShop : Explanatory report of the Management Board on the disclosures pursuant to § 289a, § 315a of the German Commercial Code (HGB) (240711 bericht des vorstands 289a des en)

Ordentliche Hauptversammlung der Deutsche EuroShop AG am 29. August 2024

Explanatory report of the Management Board on the disclosures pursuant to § 289a,

§ 315a of the German Commercial Code (HGB)

Deutsche EuroShop shares are traded on the Stock Exchange in Frankfurt am Main and other exchanges. As at 31 December 2023, 76.4% of the shares were held by Hercules BidCo GmbH, which, based on voting agreements, belongs to Alexander Otto, among others (previous year: 84.4%). With regard to disclosures concerning direct or indirect shareholdings that exceed 10% of voting rights, please refer to the notes and the notes to the consolidated financial statements.

The share capital amounted to €76,464,319 on 31 December 2023 and was composed of 76,464,319 no-par-value registered shares. As at 31 December 2023, Deutsche EuroShop AG held 9,000 treasury shares, which confer no rights to the Company in accordance with Section 71b AktG. Please refer to the information in the notes to the consolidated financial statements under section "13. Equity and reserves" in the notes to the consolidated financial statements. The notional value of each share is €1.00.

The appointment and removal of members of the Executive Board are governed by Sections 84 and 85 AktG and Article 7 of the Articles of Association. Pursuant to Article 7 (1) of the Articles of Association, the Executive Board shall consist of one or more persons; furthermore, the Supervisory Board shall determine the number of members of the Executive Board. Amendments to the Articles of Association are subject to Sections 179 and 133 AktG and Article 13 of the Articles of Association. Pursuant to Article 13 (4) of the Articles of Association, the Supervisory Board shall be authorised to resolve amendments and addenda to the Articles of Association that relate solely to wording.

By resolution of the Annual General Meeting on 29 August 2023, the Executive Board was authorised, with the approval of the Supervisory Board, to increase the Company's share capital by up to a total of €38,232,159 in increments through individual or multiple issues of new no-par- value registered shares against cash and/or non-cash contributions before 28 August 2028 (Authorised capital 2023). As at 31 December 2023, no use had been made of this authorisation.

In addition, the Annual General Meeting held on 29 August 2023 authorised the Executive Board to acquire treasury shares in the Company on the stock exchange before 28 August 2028 constituting up to 10% of the share capital available on entry into force or - if this is lower - on exercise of the authorisation. As at 31 December 2023, 9,000 treasury shares had been repurchased on the stock exchange, corresponding to 0.012% of the share capital as at the reporting date.

By resolution of the Annual General Meeting on 29 August 2023, the Executive Board was authorised, subject to approval of the Supervisory Board, to issue convertible bonds and/or bonds with warrants or a combination of such instruments on one or multiple occasions before 28 August 2028 with a total nominal value of up to €1.5 billion against cash contributions and/or contributions in kind, in particular against investments in other companies, and to grant the holders of the respective, equally privileged bonds conversion and option rights / obligations to new no-par-value shares in the Company up to a total of 38,232,159 shares as detailed in the terms and conditions for the bonds ("Bond conditions"). The bonds and the conversion and option

rights / obligations can be issued with or without a term. The bonds may pay a fixed or variable rate of interest, in which case, as with a participating bond, the interest may also be dependent in full or in part on the level of the Company's dividend (Conditional capital 2023). As at 31 December 2023, no use had been made of this authorisation.

A change-of-control arrangement has been agreed with two employees. Under this arrangement, if and insofar as the Company informs them that they will no longer be employed in their current positions, these employees will have a special right of termination with a notice period of one month up to the end of the quarter, which will be valid for twelve months from the date the change of control takes effect.

A change of control arises if Deutsche EuroShop AG merges with another company, if a public takeover bid has been made under the German Wertpapiererwerbs- und Übernahmegesetz (WpÜG - Securities Acquisition and Takeover Act) and has been accepted by a majority of shareholders, if the Company is integrated into a new group of companies, or if the Company goes private and is delisted.

In the event of such termination of the employment relationship, these employees will receive a one-time payment amounting to three months' gross salary multiplied by the number of years that they have worked for the Company, but limited to a maximum of 24 months' gross salary.

The Deutsche EuroShop Group does not currently have any other compensation agreements with members of the Executive Board or other employees for the event of a change of control.

The material provisions governing Deutsche EuroShop AG, which include a change of control clause for Deutsche EuroShop AG, primarily relate to credit facilities and loan agreements. In the event of a takeover, the relevant lenders are entitled to terminate the facility and where applicable demand immediate repayment. A takeover is defined as a third party taking control of Deutsche EuroShop AG; the takeover may also be made by a group acting jointly.

Hamburg, July 2024

The Executive Board