Tonies : Voting Form

STEP 2 :Vote by voting form

1. Fill in the "Voting form" in Schedule 1
2. Send the voting form no later than 24 May 2024 at 18.00 CEST by any of the following means of communication:
   By postal mail to:

Link Market Services GmbH

Landshuter Allee 10

80637 Munich, Germany

By email to:agm@linkmarketservices.de

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WHAT IS ON THE AGENDA?

The shareholders will deliberate and vote on the following agenda:

Agenda

Presentation of the combined consolidated management report of the management board of the

1. Company (the "Management Board") regarding the annual accounts of the Company and the consolidated financial statements for the financial year ended December 31, 2023.
   Presentation of the reports of the independent auditor (cabinet de révision agréé) of the
2. Company regarding the annual accounts of the Company and the consolidated financial statements for the financial year ended December 31, 2023.
3. Approval of the annual accounts of the Company for the financial year ended December 31, 2023.
   Acknowledgement of the results of the Company made with respect to the financial year ended
4. December 31, 2023, and resolution concerning the allocation of the results of the Company for the financial year ended December 31, 2023.
5. Approval of the consolidated financial statements of the Company for the financial year ended December 31, 2023.

Presentation of and advisory vote on the remuneration report for the members of the

6Management Board and the supervisory board of the Company ("Supervisory Board") in the financial year ended December 31, 2023.

Presentation of and advisory vote on the remuneration policy for the members of the

1. Management Board and the Supervisory Board applicable as from 1 January 2024.
   Granting of discharge (quitus) to Christian Bailly, as member of the Supervisory Board, for the
2. performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Anna Dimitrova, as member of the Supervisory Board, for the
3. performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Thilo Fleck, as member of the Supervisory Board, for the
4. performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Helmut Jeggle, as member of the Supervisory Board, for the
5. performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Alexander Kudlich, as member of the Supervisory Board, for
6. the performance of her duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Alexander Schemann, as member of the Supervisory Board,
7. for the performance of his duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.

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Granting of discharge (quitus) to Erika Wykes-Sneyd, as member of the Supervisory Board, for

1. the performance of her duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Stephanie Caspar, as member of the Supervisory Board, for
2. the performance of her duties as member of the Supervisory Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Jan Middelhoff, as member of the Management Board, for the
3. performance of his duties as member of the Management Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Patric Faßbender, as member of the Management Board, for
4. the performance of his duties as member of the Management Board for and in connection with the financial year ended December 31, 2023.
   Granting of discharge (quitus) to Marcus Stahl, as member of the Management Board, for the
5. performance of his duties as member of the Management Board for and in connection with the financial year ended December 31, 2023.
   Re-Appointment of Christian Bailly as member of the Supervisory Board until the general
6. meeting called to approve the annual accounts of the Company for the financial year ending December 31, 2026.
   Re-Appointment of Helmut Jeggle as member of the Supervisory Board until the general
7. meeting called to approve the annual accounts of the Company for the financial year ending December 31, 2026.
   Re-Appointment of Alexander Kudlich as member of the Supervisory Board until the general
8. meeting called to approve the annual accounts of the Company for the financial year ending December 31, 2026.
   Re-Appointment of Alexander Schemann as member of the Supervisory Board until the general
9. meeting called to approve the annual accounts of the Company for the financial year ending December 31, 2026.
   Re-Appointment of Erika Wykes-Sneyd as member of the Supervisory Board until the general
10. meeting called to approve the annual accounts of the Company for the financial year ending December 31, 2026.
11. Acknowledgement of the expiration of the mandate of Anna Dimitrova as member of theSupervisory Board with effect as of the date of this general meeting of shareholders.
12. Acknowledgement of the expiration of the mandate of Thilo Fleck as member of the Supervisory Board with effect as of the date of this general meeting of shareholders.
    Renewal of the mandate of Mazars Luxembourg as the independent auditor (cabinet de révision
13. agréé) of the Company, for the financial year ending on December 31, 2024.

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SCHEDULE 1

VOTING FORM

for the annual general meeting of shareholders of tonies SE to be held in Luxembourg on 29 May 2024 at 11:00 a.m. CEST at 41A, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg

Please return this form no later than on 24 May 2024 at 18.00 CEST

By postal mail to:

Link Market Services GmbH

Landshuter Allee 10

80637 Munich, Germany

By email to:agm@linkmarketservices.de

I, THE UNDERSIGNED,

If you are an individual, please indicate:

First name(s)

Last name

Address

OR

If you are a company, please indicate:

Corporate name

Registered officeor principal place of business

Registration authority

Registration number

HOLDER OF THE FOLLOWING SHARES

Check the type(s) of shares you own and fill in the number of corresponding shares as shown in the attached certificate(s):

Class A shares

Number of shares:

B-1

HEREBY ACKNOWLEDGE

that the annual general meeting of the Company will be held on 29 May 2024 at 11:00 a.m. CEST at 41A, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

EXPRESSION OF VOTES

The undersigned hereby votes as follows:

Resolution

1 The general meeting of shareholders acknowledges the combined consolidated management report of the Management Board regarding the annual accounts of the Company and the consolidated financial statements for the financial year ended December 31, 2023.

Resolution

2 The general meeting of shareholders acknowledges the reports of the independent auditor (réviseur d'entreprises agréé) of the Company regarding the annual accounts of the Company and the consolidated financial statements for the financial year ended December 31, 2023.

B-2