AUTO1 : Invitation to the Annual General Meeting including the Agenda

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No-par value bearer shares

WKN A2LQ88

ISIN DE000A2LQ884 / DE000A4BGG70

Invitation to the Annual General Meeting

of AUTO1 Group SE with its registered office in Munich

Munich Local Court, HRB 241031

We would like to invite our shareholders* to the Annual General Meeting to be held on

Thursday, June 6, 2024, 10:00 a.m.,

which is to be held as a

virtual Annual General Meeting

without the physical presence of shareholders or their proxies at the venue of the Annual General Meeting. Shareholders entitled to participate and their proxies can register via the Internet-based,password-protected Annual General Meeting and voting system (InvestorPortal) of AUTO1 Group SE (Company) at

https://ir.auto1-group.com/agm

by entering the access data, which will be sent to them after proper registration and proof of share ownership, and in this way participate in the virtual Annual General Meeting and exercise their voting rights and other shareholder rights.

The venue of the Annual General Meeting within the meaning of the German Stock Corporation Act is the business premises of Grünebaum Gesellschaft für Event Logistik mbH at "The Burrow Berlin", Karl-Heinrich-Ulrichs-Straße 22/24 / Lützowplatz 15, 10785 Berlin.

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With the exception of the proxies appointed by the Company, shareholders and their proxies have no right or opportunity to be present at the venue of the Annual General Meeting with regard to the holding of the Annual General Meeting as a virtual Annual General Meeting.

All members of the Company's Management Board and Supervisory Board intend to attend the entire Annual General Meeting.

Further provisions and explanations regarding the participation of shareholders or their proxies in the virtual Annual General Meeting and the exercise of voting rights are printed at the end of the agenda.

*All personal designations in this document apply equally to all genders, even if the masculine form is used for reasons of better readability.

1. Agenda

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements of AUTO1 Group SE and the combined management and Group management report for AUTO1 Group SE, including the notes to the disclosures pursuant to sections 289a and 315a of the German Commercial Code and the report of the Supervisory Board, each for the financial year 2023
   The Supervisory Board has approved the annual financial statements and consolidated financial statements prepared by the Management Board; the annual financial statements are thus adopted. Adoption of the annual financial statements and approval of the consolidated financial statements by the Annual General Meeting are not required by law in this case. Instead, the aforementioned documents are merely to be made available to the Annual General Meeting in accordance with the statutory provisions (section 176 (1) sentence 1 of the German Stock Corporation Act). Accordingly, no resolution will be adopted by the Annual General Meeting on agenda item 1.
2. Resolution on the discharge of the members of the Management Board of AUTO1 Group SE for the financial year 2023
   The Management Board and the Supervisory Board propose that the actions of the members of the Management Board of AUTO1 Group SE who were in office in the financial year 2023 each be approved.

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3 Resolution on the discharge of the members of the Supervisory Board of AUTO1 Group SE for the financial year 2023

The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board of AUTO1 Group SE who were in office in the financial year 2023 each be approved.

4. Resolution on the appointment of the auditor for the financial year 2024 and the auditor for a review or audit of interim financial reports or financial information

1. The Supervisory Board proposes - based on a corresponding recommendation by its Audit Committee - that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be appointed as auditor for the Company and the Group for the financial year 2024.
2. The Supervisory Board proposes - based on a corresponding recommendation by its Audit Committee - that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be appointed as auditor for any review or audit of the Company's interim financial reports and financial information for the financial year 2024.
3. The Supervisory Board proposes - based on a corresponding recommendation by its Audit Committee - that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be appointed as auditor for any review or audit of the Company's interim financial reports and financial information for the financial year 2025 in the period until the next Annual General Meeting in 2025.

It is intended to put agenda items 4.1, 4.2 and 4.3 to the vote individually.

In accordance with Art. 16 (2) subparagraph 3 of the Regulation (EU) No. 537/2014 (EU Audit Regulation), the Audit Committee of the Supervisory Board has declared in its recommendation that it is free from undue influence by third parties and that no restriction has been imposed on it with regard to the selection of a particular auditor or audit firm within the meaning of Art. 16 (6) of the EU Audit Regulation.

5. Resolution on the approval of the Remuneration Report

In accordance with section 162 of the German Stock Corporation Act, the Management Board and Supervisory Board prepare an annual report on the remuneration granted and owed to each individual current or former member of the Management Board and Supervisory Board in the last financial year (Remuneration Report) and submit this Remuneration Report to the Annual General Meeting for approval in accordance with section 120a (4) of the German Stock Corporation Act.

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The Remuneration Report prepared by the Management Board and Supervisory Board for the financial year 2023 was audited by the Company's auditor in accordance with the requirements of section 162 (3) of the German Stock Corporation Act to determine whether the legally required disclosures pursuant to section 162 (1) and (2) of the German Stock Corporation Act were made. The report on the audit of the Remuneration Report is attached to the Remuneration Report.

The Remuneration Report and the auditor's report are attached to this agenda item 5 in Section II.1. of this invitation. In addition, the Remuneration Report is available on the Internet from the date on which the Annual General Meeting is convened at

https://ir.auto1-group.com/agm

as part of the invitation to the Annual General Meeting published there. It will also be available there during the Annual General Meeting.

The Management Board and Supervisory Board propose that the Remuneration Report for the financial year 2023, prepared and audited in accordance with section 162 of the German Stock Corporation Act, be approved.

6. Resolution on the election of new members of the Supervisory Board

The terms of office of four of the six current members of the Supervisory Board, namely Dr. Gerhard Cromme, Gerd Häusler, Hakan Koç and Sylvie Mutschler-von Specht, will end at the end of the Annual General Meeting on 6 June 2024. Four new members of the Supervisory Board are therefore to be elected by the Annual General Meeting.

In accordance with Art. 40 (2) and (3) of the SE Regulation, section 17 (1) of the German SE Implementation Act (SEAG) in conjunction with Section 9 (1) of the Company's Articles of Association, the Supervisory Board of the Company consists of six members, all of whom are elected by the Annual General Meeting. The Annual General Meeting is not bound by election proposals.

In accordance with Section 9 (2) sentence 1 and sentence 2 of the Company's Articles of Association, the members of the Supervisory Board are appointed until the end of the Annual General Meeting that resolves on the discharge for the fourth financial year after the start of the term of office, unless the Annual General Meeting determines a shorter term of office at the time of election, but for no longer than six years; the financial year in which the term of office begins is not included in this calculation.

In order to ensure that the composition of the Supervisory Board can continue to respond flexibly to any changes in skills requirements in the future, the terms of office proposed for the following candidates in these new elections are to vary in length and a staggered board structure is to be continued. This is intended to avoid the need for a new election of all Supervisory Board members at an Annual General Meeting, which could lead to a loss of expertise. In contrast, a staggered board - in

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addition to increasing the board's flexibility - creates a greater balance between retaining existing expertise and gaining new expertise, thereby strengthening the continuity of the Supervisory Board's work. This also regularly improves the familiarization of new members of the Supervisory Board with their new Supervisory Board tasks. Finally, different terms of office facilitate the search for suitable successor candidates for the Supervisory Board, as the members of the Supervisory Board do not have to be re-elected in a single Annual General Meeting.

The Supervisory Board therefore proposes - based on a corresponding recommendation by its Nomination Committee - that the following persons be elected individually to the Company's Supervisory Board for the following terms of office:

1. Mr. Hakan Koç, self-employed entrepreneur, resident in London, United Kingdom, for a term of office until the end of the Annual General Meeting that resolves on the discharge for the financial year 2027;
2. Ms. Sylvie Mutschler-von Specht, entrepreneur, resident in Küsnacht, Switzerland, for a term of office until the end of the Annual General Meeting that resolves on the discharge for the financial year 2025;
3. Ms. Anne Claudia Frese, Chairwoman of the Management Board of STRATO AG, Berlin, Germany, resident in Berlin, Germany, for a term of office until the end of the Annual General Meeting that resolves on the discharge for the financial year 2026; and
4. Mr. Christian Miele, self-employed entrepreneur, resident in Berlin, Germany, for a term of office until the end of the Annual General Meeting that resolves on the discharge for the financial year 2026.

In each case, the election is for a maximum of six years.

The election proposals take into account the objectives resolved by the Supervisory Board for its composition and aim to fulfill the profile of skills and expertise developed by the Supervisory Board for the entire Board. The candidates proposed for election have given an assurance that they will be able to devote the expected amount of time required for their work on the Company's Supervisory Board.

Mr. Hakan Koç, Mr. Lars Santelmann and Mr. Christian Miele in particular have the accounting expertise required by section 100 (5) of the German Stock Corporation Act for at least one member of the Supervisory Board. Mr. Hakan Koç, Mr. Lars Santelmann, Ms. Anne Claudia Frese and Mr. Christian Miele in particular also have the expertise in the field of auditing required by section 100 (5) of the German Stock Corporation Act for at least one other member of the Supervisory Board.

The Supervisory Board is convinced that the members of the Supervisory Board as a whole will continue to be familiar with the sector in which the Company operates

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within the meaning of section 100 (5) last half-sentence of the German Stock Corporation Act.

It is intended that Mr. Hakan Koç will seek the appointment as Chairman of the Supervisory Board if he is re-elected by the Annual General Meeting.

Further information on all candidates proposed for election, including a curriculum vitae providing information on relevant knowledge, skills and professional experience as well as information on memberships in statutory supervisory boards and comparable domestic and foreign supervisory bodies of commercial enterprises (section 125 (1) sentence 5 of the German Stock Corporation Act) and in accordance with recommendations C.13 and C.14 of the German Corporate Governance Code (GCGC), is provided in Section II.2 following the agenda. This information is also available on the Company's website at

https://ir.auto1-group.com/agm.

7. Resolution on the cancellation of the existing Authorized Capital 2021 and the creation of a new authorized capital with the exclusion of preemptive rights and with authorization to exclude preemptive rights and on the corresponding amendment of the Articles of Association

Based on the authorization in Section 4 (3) of the Company's Articles of Association, the Company's Management Board is authorized, with the approval of the Supervisory Board, to increase the Company's share capital on one or more occasions until 7 February 2026 (inclusive) against cash and/or non-cash contributions to the extent specified in the Articles of Association by issuing new no- par value bearer shares (Authorized Capital 2021).

The Company intends to enable the servicing of claims from participation programs and share-based remuneration in the future by means of a securities loan in order to accelerate and facilitate the settlement for the beneficiaries. For this reason, the existing Authorized Capital 2021 is to be cancelled and newly created in a supplemented form as Authorized Capital 2024/I.

The main purpose of the new creation is to provide for the additional possibility in the authorization to issue and use shares in connection with the granting and repayment of securities loans. In all other respects, the authorizations under the Authorized Capital 2021 for the new authorized capital to be created are to be continued largely unchanged. In particular, the volume of the authorized capital is not to be increased to the legally permissible volume of 50 % of the share capital existing at the time of the resolution. Rather, the volume of the Authorized Capital 2021 existing at the time the Annual General Meeting is convened is proposed for the new authorized capital to be created.

The previous authorization to exclude shareholders' preemptive rights for the issuance of new shares to service the claims of lenders under a convertible loan

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agreement is no longer required and will therefore not be included in the new authorized capital to be created. To protect shareholders, a comprehensive deduction clause will also be included in the new authorization to be created for the authorization to exclude preemptive rights for the purpose of servicing claims from participation programs or claims as part of share-based remuneration, which ensures that the volume of shares issued or treasury shares used for these purposes on the basis of various authorizations does not exceed a total of 10 % of the Company's share capital.

The Authorized Capital 2021 serves, among other things, to satisfy claims under the Company's various participation programs adopted by the Management Board and Supervisory Board. The purpose of the participation programs is to offer variable remuneration elements to the members of the Management Board and the employees of AUTO1 Group SE as well as the managing directors and employees of its dependent companies, thereby aligning their interests with those of the Company's shareholders. The Authorized Capital 2021 has so far only been partially used to service entitlements from these participation programs and still exists in the amount of EUR 94,582,400.00 at the time of convening this Annual General Meeting.

The Management Board has reported to the Annual General Meeting on the utilization of the Authorized Capital 2021 in relation to the relevant financial year. The Management Board's report on the utilization of the Authorized Capital 2021 in the period from the date of the Annual General Meeting 2023, i.e. 7 June 2023, to the date of the convening of this Annual General Meeting 2024 is available on the Company's website at

https://ir.auto1-group.com/agm

from the time the Annual General Meeting is convened. It will also be available there during the Annual General Meeting.

The use of securities loans significantly accelerates the servicing of claims from the participation programs and the share-based remuneration to the benefit of the participants. Instead of issuing new shares, which are created from the authorized capital and only come into existence when the capital increase from the authorized capital is registered with the commercial register, the entitlements from the participation programs could then also be serviced with existing, borrowed shares. In this case, the beneficiaries of the participation programs receive existing shares directly, which were previously made available to a bank or another company meeting the requirements of section 186 (5) sentence 1 of the German Stock Corporation Act by way of a securities loan. The new shares to be created from the authorized capital would then be issued and used for the purpose of repaying the securities loan. The previous authorization under the Authorized Capital 2021 does not yet allow for this procedure. For this reason, the previous authorization is to be cancelled and a new authorization supplemented accordingly is to be created.

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The Management Board's report on the reasons for the exclusion of shareholders' preemptive rights and the authorization to exclude shareholders' preemptive rights when issuing new shares under the new authorized capital to be created is available on the Company's website at

https://ir.auto1-group.com/agm

from the time the Annual General Meeting is convened. It will also be available there during the Annual General Meeting.

The Management Board and Supervisory Board therefore propose that the following resolution be adopted:

1. Cancellation of the existing Authorized Capital 2021
2. 1. 
      The existing authorization of the Company's Management Board, with the approval of the Supervisory Board, to increase the Company's share capital on one or more occasions until 7 February 2026 (inclusive) against cash and/or non-cash contributions to the extent specified in the provision of the Articles of Association by issuing new no-par value bearer shares is cancelled subject to the condition precedent of the new Authorized Capital 2024/I under
   2. of this agenda item 7 becoming effective and the registration with the commercial register of the amendment to Section 4 (3) of the Company's Articles of Association under c) of this agenda item 7.
3. Creation of a new authorized capital with the exclusion of preemptive rights and with the authorization to exclude shareholders' preemptive rights
4. 
   The Management Board is authorized, subject to the consent of the
   Supervisory Board, to increase the Company's share capital on one or more occasions on or before 5 June 2029, by not more than in total EUR 94,582,400.00 in return for contributions in cash and/or in kind, by issuing new no-par value bearer shares (Authorized Capital 2024/I).
   The Management Board is authorized, subject to the consent of the Supervisory Board, to define the further content of the shareholder rights and the terms and conditions for the new stock issuance. Thereby, the profit entitlements of the new shares may be determined in deviation from section 60 (2) of the German Stock Corporation Act; in particular, the new shares may participate in the profits from the beginning of the fiscal year preceding their issuance provided that the shareholders' meeting has not already resolved on the appropriation of profits for such fiscal year when the new shares are issued.
   As a rule, the shareholders shall be granted the statutory preemptive rights to the new shares. The preemptive rights can also be granted by way of indirect

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preemptive rights within the meaning of section 186 (5) sentence 1 of the German Stock Corporation Act.

However, the Management Board is authorized, subject to the consent of the Supervisory Board and the following more-detailed provisions, to in whole or in part exclude the shareholders' preemptive rights:

1. The Management Board is authorized, subject to the consent of the
   Supervisory Board, to exclude the shareholders' preemptive rights regarding fractional amounts.
2. The Management Board is authorized, subject to the consent of the
   Supervisory Board, to exclude the shareholders' preemptive rights to the extent it is required in order to grant to holders or creditors, respectively, of conversion or option rights attached to convertible and/or option bonds or convertible profit participation rights, that are or were issued by the Company or a national or foreign subsidiary in which the Company either directly or indirectly holds a majority in terms of voting rights and capital, or, in case of an own conversion right of the Company, to holders or creditors, respectively, being obligated hereby, preemptive rights to the extent they would be entitled to after exercising the conversion or option rights or after fulfilling a conversion or option obligation, respectively.
3. The Management Board is authorized, subject to the consent of the
   Supervisory Board, to exclude the shareholders' preemptive rights pursuant to section 186 (3) sentence 4 of the German Stock Corporation Act with respect to capital increases against cash contributions, if the issue price of the new shares is not substantially below the stock exchange price and the shares that are issued when this authorization for the exclusion of preemptive rights is used, in total do not exceed 10% of the registered share capital, namely neither at the time this authorization becomes effective nor at the time it is used. To this limit of 10%, new and existing shares of the Company that are issued or sold during the term of this authorization on the basis of different authorization with exclusion of preemptive rights pursuant to section 186 (3) sentence 4 of the German Stock Corporation Act or by applying it accordingly, have to be imputed; furthermore, shares of the Company are to be imputed, that are or still can be issued for the purpose of servicing conversion or option rights or fulfilling conversion or option obligations attached to convertible and/or option bonds or convertible participation rights to the extent that the bonds or participation rights are issued during the term of this authorization on the basis of a different authorization with exclusion of preemptive rights by applying section 186 (3) sentence 4 of the German Stock Corporation Act accordingly.
4. The Management Board is authorized, subject to the consent of the
   Supervisory Board, to exclude the shareholders' preemptive rights when

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increasing the share capital in exchange for contributions in kind, in particular to acquire companies, parts of companies or shareholdings, in the scope of joint ventures and mergers and/or for the purpose of acquiring other assets including rights and claims.

1. The Management Board is authorized, subject to the consent of the
   Supervisory Board, to exclude the shareholders' preemptive rights for the purpose of issuing the new shares as cash and/or in-kind contributions as part of participation programs and/or share-based remuneration to the extent no other authorization for the exclusion of shareholders' preemptive rights is used for this purpose. The shares may only be issued to persons who participate in the participation program as a member of the Company's Management Board, as a member of the management of a company dependent from the Company or as an employee of the Company or a company dependent from the Company and/or as a service provider of the Company or a company dependent from the Company, or to whom the share-based remuneration is or was granted as a member of the Company's Management Board, as a member of the management of a company dependent from the Company or as an employee of the Company or a company dependent from the Company and/or as a service provider of the Company or a company dependent from the Company, or to third parties who grant to these persons the economic ownership of the shares and/or the economic fruits from the shares. In particular, the new shares may also be issued on preferential terms (including an issue at the lowest issue price within the meaning of section 9 (1) of the German Stock Corporation Act) and/or against contribution of remuneration claims. The new shares may also be issued through a credit institution, a securities institution or a company operating in accordance with section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the German Banking Act (KWG) which assumes these shares subject to an obligation to offer them to the persons mentioned above. The new shares may also be used to repay securities loans and issued for this purpose to a credit institution, a securities institution or a company operating in accordance with section 53 (1) sentence 1 or section 53b (1) sentence 1 or (7) of the German Banking Act (KWG) if the securities loan serves to procure shares that are or were transferred to persons as part of participation programs and/or share-based remuneration who participate in the participation program as a member of the Company's Management Board, as a member of the management of a company dependent from the Company or as an employee of the Company or a company dependent from the Company and/or as a service provider of the Company or a company dependent from the Company, or to whom the

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