Annual General Meeting of ad pepper media International N.V. on 18 June 2024 Voting proxy and voting instruction

If you are unable to attend the Annual General Meeting of Shareholders of ad pepper media International N.V. (the "Company") to be held on Tuesday, 18 June 2024 at 09:30 CEST at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands, (the "AGM") in person, you can authorise the Company's proxies or a third person to exercise your voting rights in accordance with your voting instruction below. Your timely registration and timely submission of proof of shareholding in accordance with the section "Registration for attendance in person" and "Proxy voting and voting instructions" in the convocation notice of the AGM is also required in this case.

Shareholders are requested to ensure that this voting proxy and voting instruction is completed and duly signed, and received by Computershare by email (e.g. as a PDF file) by no later than 18:00 CEST on Thursday 13 June 2024:

ad pepper media International N.V. c/o Computershare Operations Center, 80249 München, Germany

e-mail:

anmeldestelle@computershare.de

Proxy for the AGM

The undersigned:

(if the Shareholder is a private person)

Name (first name and surname)

Address

Postal code and city

Country

Passport number1 and country of issue

Number of shares held in the Company on the Record Date (i.e. Tuesday, 21 May 2024 (midnight CEST)

(if the Shareholder is a legal entity)

Company name

Office address

Legal representative(s)2

Passport number3 and country of issue

Number of shares held in the Company on the Record Date (i.e. Tuesday, 21 May 2024 (midnight CEST)

hereinafter referred to as the "Shareholder", hereby grants a power of attorney to: (please tick appropriate box)

NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands.

the following person:

Name (first name and surname)

Address

Postal code and city

Country

hereinafter referred to as the "Proxy Holder", to be present at the AGM on behalf of the Shareholder, to sign the presence registration forms, participate in deliberations, speak, exercise voting rights that are connected to all the shares held by the Shareholder in respect of the items on the AGM 2024 agenda in accordance with the voting instruction below, and do whatever the Proxy Holder may deem necessary, all with the authority of substitution.

  1. Please attach copy of valid passport.
  2. Please attach documents evidencing that the representative(s)/signator(y)(ies) is/are authorised to represent the legal entity (e.g. copy of the excerpt of the trade register evidencing the authority).
  3. Please attach copy of valid passport.

The Shareholder hereby agrees to indemnify and to hold harmless the Proxy Holder against any claims, actions or proceedings made against the Proxy Holder and against any damages, costs and expenses that the Proxy Holder might incur in connection with this power of attorney. This power of attorney is governed by Dutch law. Disputes, if any, with respect to this power of attorney shall be exclusively submitted to the competent court in the Netherlands. In the event that the Shareholder later

decides

to

attend

the AGM

in

person,

he/she/it

has

the possibility to withdraw this

power of

attorney

and

voting

instruction

prior

to the

AGM

at the

reception desk of the venue of

the AGM.

Voting instruction

For a valid vote, only mark one box per voting item. In the event that this power of attorney is granted without voting instruction, it shall be deemed to be a voting instruction in favour of the voting item if the proposal is made by the Managing Board and/or the Supervisory Board of the Company where no voting instruction was given, and against the other voting item for all other proposals.

Individual voting instruction for agenda items (voting items only):

FOR

AGAINST

ABSTAIN

Agenda item 3.: Advisory Vote on the Remuneration Report 2023

Agenda item 5.: Adoption of the remuneration policy for the Management Board

(voting item)

Agenda item 6.: Adoption of the remuneration policy for the Supervisory Board

(voting item)

Agenda item 7.1.: Adoption of the 2023 annual accounts

Agenda item 7.3.: Allocation of the result in the period 2023 to the accumulated

deficit

Agenda item 8.: Discharge of the member of the Management Board in respect of

the performance of his duties during the 2023 financial year

Agenda item 9.: Discharge of the members of the Supervisory Board in respect of

the performance of their duties during the 2023 financial year

Agenda item 10.: Re-election of Dagmar Bottenbruch as member of the

Supervisory Board

Agenda item 11.: Re-election of Dr Stephan Roppel as member of the

Supervisory Board

Agenda item 12.: Appointment of the auditor for the 2024 financial year

Agenda item 13.: Authorisation of the Management Board to buy back Company

stock for a period of 18 months

________________________

________________

_________________________________________________________

City

Date

Signature(s) (legal representative(s) of) Shareholder

Please state your phone number in case we have any further questions (voluntary):

______________________________________

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Disclaimer

ad pepper media International NV published this content on 07 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2024 06:38:06 UTC.