TeamViewer : Notice and Agenda

Invitation to the Annual General Meeting 2023

TeamViewer SE - Virtual Annual General Meeting I May 24, 2023, 11.00 am

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TeamViewer SE - Invitation to the Annual General Meeting 2023

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Convenience translation

This translation is a working translation only. Legally binding and relevant is solely the German version. TeamViewer SE Goeppingen ISIN DE000A2YN900 (WKN A2YN90)

Invitation to the Annual

General Meeting

(virtual Annual General Meeting)

We hereby invite the shareholders1 of our Company to this year's

Annual General Meeting

to be held on Wednesday, May 24, 2023, at 11:00 a.m. (CEST).

In accordance with § 26n (1) of the Introductory Act to the Stock Corporation Act (EGAktG) and with the approval of the Supervisory Board, the Annual General Meeting will be held in the form of a virtual Annual General Meeting pursuant to § 118a of the Stock Corporation Act (AktG) without the physical presence of shareholders or their proxies. The entire virtual Annual General Meeting will be published on the internet at

https://ir.teamviewer.com/agm.

The entire virtual Annual General Meeting will be accessible live to duly registered shareholders by video and audio transmission via the Company's password-protected online portal (InvestorPortal). Other interested parties will also be able to follow the opening of the Annual General Meeting and the speeches by the Management Board and Supervisory Board at the above Internet address. Shareholders' voting rights may be exercised - by the shareholders themselves or by their proxies - exclusively by electronic postal vote or by granting power of attorney to the proxies appointed by the Company. The place of the Annual General Meeting within the meaning of § 118a (1) AktG is the administrative headquarters of the Company in 73033 Göppingen, Bahnhofsplatz 2. A physical presence of the shareholders and their proxies, with the exception of the proxies of the Company, at the place of the Annual General Meeting is excluded.

Further details and additional information and instructions on shareholder participation in the Annual General Meeting can be found under Section III following the Agenda.

I.  Agenda

1. Presentation of the adopted annual financial statements of TeamViewer SE (formerly TeamViewer AG) and the adopted consolidated financial statements of the TeamViewer Group for the 2022 fiscal year; presentation of the management reports of TeamViewer SE (formerly TeamViewer AG) and the TeamViewer Group for the 2022 fiscal year including the explanatory reports on the disclosures pursuant to §§ 289 a, 315 a of the German Commercial Code (HGB); presentation of the report of the Supervisory Board.

The Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Management Board on March 8, 2023. The annual financial statements are thus adopted in accordance with § 172 of the German Stock Corporation Act (AktG). In accordance with the statutory provisions, no resolution of the Annual General Meeting on Agenda Item 1 is required. There is no distributable profit on a at the level of the separate financial statements for the fiscal year 2022 of TeamViewer SE to be appropriated by the Annual General Meeting in accordance with § 174 (1) sentence 1 AktG.

¹ For better readability, the generic masculine form is used in the following. All personal designations apply equally to all genders.

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The documents on agenda item 1 are available and published on the Company's website at https://ir.teamviewer.com/agm.

1. Discharge of the Management Board members of TeamViewer SE (formerly TeamViewer AG) for the fiscal year 2022
   The Management Board and the Supervisory Board propose to discharge the members of the Management Board of the Company holding office in the fiscal year 2022 in respect of this period.
2. Discharge of the Supervisory Board members of TeamViewer SE (formerly TeamViewer AG) for the fiscal year 2022
   The Management Board and the Supervisory Board propose to discharge the members of the Supervisory Board of the Company holding office in the fiscal year 2022 in respect of this period.
3. Resolution on the appointment of the auditor of the annual financial statements, the auditor of the consolidated financial statements and the auditor for the audit review of interim financial information
   The Supervisory Board proposes - based on the recommendation of its Audit Committee - to appoint PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditors of the annual financial statements and consolidated financial statements for the fiscal year 2023, and auditors for any review of the condensed financial statements and interim management report for the first half of the fiscal year 2023, as well as for any review of additional interim financial information within the meaning of § 115 (7) of the German Securities Trading Act (WpHG) during the fiscal year 2023 and until the next Annual General Meeting in 2024.
   The Audit Committee has stated that its recommendation is free from undue influence by third parties and that no selection restriction clauses within the meaning of Article 16 (6) of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of April 16, 2014 on specific requirements for the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC have been imposed on it.
4. Approval of the Remuneration Report
   The Management Board and Supervisory Board of the Company prepare an annual Remuneration Report in accordance with § 162 AktG and submit it to the Annual General Meeting for approval.
   The Remuneration Report was audited by the auditors pursuant to § 162 (3) AktG to determine whether the legally required disclosures pursuant to § 162 (1) and (2) AktG had been made.
   The Management Board and Supervisory Board propose to approve the Remuneration Report for the fiscal year 2022, which has been prepared and audited in accordance with § 162 AktG.
   The Remuneration Report for the 2022 financial year and the auditor's report on its audit can be found under Section II.1 of this Invitation, in the Annual Report for the 2022 financial year, and at https://ir.teamviewer.com/remuneration.
5. Extension of the Supervisory Board to eight (8) members and corresponding amendment of the Articles of Association
   The Supervisory Board of the Company is to be extended to eight (8) members. This will preserve the full experience of the existing members while at the same time adding complementary expertise and diversity to the Supervisory Board. In addition, a better distribution of the numerous tasks within the Supervisory Board can be ensured in the long term.
   The Management Board and the Supervisory Board propose that § 9 (1) of the Articles of Association be amended as follows:

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"(1) The Supervisory Board shall consist of eight (8) members elected by the Annual General Meeting, unless otherwise provided by mandatory statutory provisions or an agreement on the involvement of employees pursuant to § 13 (1) sentence 1 SEBG."

7. Elections to the Supervisory Board

Effective as of the end of the Annual General Meeting to be held on May 24, 2023, the terms of office for Dr. Abraham (Abe) Peled, Axel Salzmann, Dr. Jörg Rockenhäuser and Stefan Dziarski on the Supervisory Board of TeamViewer SE (formerly TeamViewer AG) will end. A new election of shareholder representatives by the Annual General Meeting is therefore necessary.

In addition, Jacob Fonnesbech Aqraou has resigned from his position as a member of the Supervisory Board of TeamViewer SE (formerly TeamViewer AG) as of August 22, 2022. Upon request of the Management Board, the Local Court of Ulm thereupon appointed Ralf W. Dieter as a member of the Supervisory Board on October 17, 2022. As Ralf W. Dieter was appointed by the Court's order, he shall now also be proposed at the Annual General Meeting for election as a shareholder representative on the Supervisory Board in accordance with the principles of Good Corporate Governance.

In addition - assuming approval by the Annual General Meeting of the expansion of the Supervisory Board to eight members proposed under Agenda Item 6 and corresponding amendment of § 9 (1) of the Articles of Association - the election of two new Supervisory Board members is required. In this context, the proportion of female members on the Supervisory Board will be significantly increased.

The Supervisory Board of TeamViewer SE shall be composed in accordance with Art. 40 para. 2, para. 3 of Council Regulation (EC) No. 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (SE Regulation), § 17 of the SE Implementation Act (SE-Ausführungsgesetz, SEAG), § 21 para. 3 of the SE Participation Act (SEBG), § 19 of the Agreement on the Participation of Employees in TeamViewer SE (formerly TeamViewer AG) as amended on January 19, 2023 (hereinafter referred to as the "Participation Agreement"), § 5 of the Supplementary Agreement to the Involvement Agreement dated January 19, 2023 (hereinafter referred to as the "Supplementary Agreement") and § 9 para. 1 of the Articles of Association of the Company currently consists of six (6) members and, after the expansion of the Supervisory Board as proposed under Agenda Item 6 and the corresponding amendment of § 9 (1) of the Articles of Association becomes effective, of eight (8) members who are elected by the Annual General Meeting.

The Supervisory Board proposes - in accordance with the recommendation of the Nomination Committee and Compensation Committee - to elect the following persons as members of the Supervisory Board with effect from the end of the Annual General Meeting on May 24, 2023 for a period until the end of the Annual General Meeting that resolves on ratification of actions for the fiscal year 2026:

7.1. Dr. Abraham (Abe) Peled, Washington D.C., United States of America, Partner of Peled Ventures and industry advisor to Hg Capital Private Equity, independent;

1. Axel Salzmann, Großhansdorf, Germany, Managing Director and CFO of Best Secret GmbH, independent;
2. Dr. Jörg Rockenhäuser, Frankfurt am Main, Germany, Partner at Permira, Chairman of the DACH region and member of the Global Investment Committee, not independent;
3. Stefan Dziarski, Frankfurt am Main, Germany, Partner at Permira, not independent;
4. Ralf W. Dieter, Stuttgart, Germany, Entrepreneur and Managing Partner of RWD Vermögens- und Beteiligungsgesellschaft, independent.

In addition, the Supervisory Board proposes, based on the recommendation of its Nomination Committee and Compensation Committee, that the following persons are elected as members

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of	the Supervisory	Board,	in each case	with effect from the entry of the amendment to
§	9 (1) of the	Articles of Association proposed for resolution under Agenda Item 6 and for
a	period until	the	end of	the Annual	General Meeting which resolves on the ratification

of the acts of the Supervisory Board for the fiscal year 2026:

1. Swantje Conrad, Munich, Germany, self-employed consultant and Non-Executive Director, independent;
2. Christina Stercken, Munich, Germany, self-employed consultant and Non-Executive Director, independent.

It is intended that Agenda Items 7.1 through 7.7 will be voted on individually.

The election proposals take into account the principles of the requirements of the German Corporate Governance Code (as amended on April 28, 2022, hereinafter referred to as "GCGC") and thus the objectives specified by the Supervisory Board for its composition in accordance with recommendation C. 1 GCGC, and aim to fulfill the competence profile and diversity concept developed for the entire Supervisory Board.

Stefan Dziarski, Axel Salzmann, Swantje Conrad and Christina Stercken have expertise in the fields of accounting and auditing within the meaning of § 100 (5) AktG.

All candidates are independent within the meaning of the recommendations of the GCGC. The Supervisory Board has also assured itself that all candidates are able to devote the expected amount of time.

It is intended that Ralf W. Dieter, if elected by the Annual General Meeting, will stand for election as Chairman of the Supervisory Board. It is further intended that Ms. Swantje Conrad, in the event of approval by the Annual General Meeting of the expansion of the Supervisory Board to eight members proposed for resolution under Agenda Item 6 and the corresponding amendment of § 9 (1) of the Articles of Association, as well as her election by the Annual General Meeting, will stand for Chair of the Audit Committee.

Supplementary information on Agenda Item 7 pursuant to recommendation C. 13 GCGC

With respect to recommendation C. 13 of the GCGC, it is disclosed that Dr. Jörg Rockenhäuser and Stefan Dziarski are partners at Permira. Permira advises, among others, funds controlling TigerLuxOne S.à r.l. ("TLO"). TLO is a shareholder with a material interest in the Company within the meaning of recommendation C. 13 of the DCGK, holding 20.1% of the voting shares of the Company. The Supervisory Board therefore considers Dr. Jörg Rockenhäuser and Stefan Dziarski as not independent.

With the exception of Dr. Jörg Rockenhäuser and Stefan Dziarski, the Supervisory Board is of the opinion that there are no personal or business relationships between the candidates proposed for election and TeamViewer SE (formerly TeamViewer AG) or its group companies, the corporate bodies of TeamViewer SE (formerly TeamViewer AG), or a significant shareholder with an interest in the Company that would be relevant for the election decision of an objectively judging shareholder.

For transparency reasons, it is disclosed that Axel Salzmann is the CFO and Managing Director of Best Secret GmbH. This company is controlled by funds advised by Permira. These funds are distinct from and not affiliated with the funds controlling TLO. The Supervisory Board considers him to be independent.

The curricula vitae of the proposed candidates, including information on memberships of other statutory supervisory boards, and of comparable German and international supervisory bodies of business enterprises, as well as overviews of their main activities in addition to their Supervisory Board mandate, are listed in Section II.2 following the Agenda and are available from the date convening the Annual General Meeting on https://ir.teamviewer.com/agm and in annually updated

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