JUMIA TECHNOLOGIES AG AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • April 10th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses • New York
DEPOSIT AGREEMENT dated as of , 2019 among JUMIA TECHNOLOGIES AG, a stock corporation incorporated under the laws of the Federal Republic of Germany (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Jumia Technologies AG American Depositary Shares Each Representing Two Ordinary Shares, no par value SALES AGENCY AGREEMENTSales Agency Agreement • August 6th, 2024 • Jumia Technologies AG • Retail-catalog & mail-order houses • New York
Jumia Technologies AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) in Berlin, Germany, under number HRB 203542 (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 40,455,472 ordinary bearer shares with no par value (auf den Inhaber lautende Stammaktien ohne Nennwert (Stückaktien)) and a notional attributable value (rechnerischer Nennwert) of €1.00 (the “Shares”) to RBC Capital Markets, LLC (“RBC”) and Berenberg Capital Markets LLC (“Berenberg”), as sales agents (the “Agents”), in the form of American Depositary Shares (the “Placement ADSs”), each representing two Shares (the “Underlying Shares”) on the terms set forth in this Agreement. The Placement ADSs will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to the Deposit Agreement dated April 11,
PRIVATE PLACEMENT AGREEMENT betweenPrivate Placement Agreement • March 28th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses
This Agreement shall terminate (i) at any time upon the written consent of both the Company and the New Investor, (ii) upon the withdrawal by the Company of the Registration Statement, or (iii) on 31 May 2019 if the Closing has not occurred.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 12th day of December 2018, by and among Africa Internet Holding GmbH, a German limited liability company, having its registered office at Charlottenstraße 4, 10969 Berlin, Germany, registered with the commercial register of the local court of Charlottenburg under HRB 142937 B (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and, the Investors together with the Company, the “Parties” and each, a “Party.”
FORM OF INFORMATION SHARING AGREEMENTInformation Sharing Agreement • March 28th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses
This INFORMATION SHARING AGREEMENT (the “Agreement”), is entered into with effect from the date that the Shareholders’ Agreement (as defined below) terminates (the “Effective Date”) (as contemplated in Clause 1 below) by and among:
American Depositary Shares Representing an Aggregate of Ordinary Shares JUMIA TECHNOLOGIES AG AMERICAN DEPOSITARY SHARES, EACH REPRESENTING [●] ORDINARY SHARES, NO PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses • New York
This letter is being delivered to you in connection with the offering by Jumia Technologies AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) in Berlin, Germany, under number [●] (the “Company”) of [●] American Depositary Shares, representing an aggregate of [●] ordinary bearer shares with no par value (the “Stock”), of the Company and the lock-up letter dated , 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Stock (the “Shares”).
INVESTMENT AGREEMENT betweenInvestment Agreement • March 12th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses
with its seat in Berlin, Germany, registered with the commercial register at the local court of Charlottenburg (Amtsgericht Charlottenburg), Germany, under no. HRB 142937 B, having its business address at Charlottenstrasse 4, 10969 Berlin,
Post-Conversion Shareholders’ Agreement regarding Jumia Technologies AG betweenShareholder Agreements • March 12th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses
stock exchange or CWH or required by applicable law. Rocket and MTN may each suggest improvements of, updates to and replacements of the shareholders group accounting manual and Schedule 1(e)(vi) from time to time, which shall be approved by the Supervisory Board with simple majority, such approval not to be unreasonably withheld.
