Phoenix Spree Deutschland : Special Resolutions Passed at AGM

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COMPANY NUMBER: 97031

THE COMPANIES (JERSEY) LAW 1991

Public Company Limited by Shares

Special Resolution

of

Phoenix Spree Deutschland Limited

(the "Company")

Passed on 2nd July 2024

At the Annual General Meeting of the above named Company, duly convened and held at IFC5, St Helier, Jersey JE1 1ST on 2nd July 2024 at 11:00am, the following Special Resolutions were duly passed:

SPECIAL RESOLUTIONS

THAT, in substitution for any existing authority, the Company be generally and unconditionally authorised to make market purchases of and to cancel or hold in treasury up to 13,764,921 Ordinary Shares (representing approximately 14.99 per cent. of the issued share capital as at the Latest Practicable Date (excluding any Ordinary Shares held in treasury)) in accordance with the Articles, on such terms as the Directors think fit, provided that:

1. the minimum price, exclusive of any expenses, which may be paid for each Ordinary Share is one penny per Ordinary Share; and
2. the maximum price, exclusive of any expenses, which may be paid for each Ordinary Share is an amount equal to the higher of:
3. 1. 105 per cent. of the average of the middle market quotations for an Ordinary Share for the five Business Days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and
   1. the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out; and
4. the authority hereby conferred shall expire, unless previously revoked or varied, at the conclusion of the Company's annual general meeting in 2025, or, if earlier, 18 months from the date of this Notice of Annual General Meeting, except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry.

THAT, in substitution for all previous authorities, the Directors of the Company be and are hereby generally and unconditionally authorised to allot and issue (and/or sell from treasury) an aggregate of up to 10,075,141 Ordinary Shares for cash (representing approximately 10 per cent. of the issued share capital at the Latest Practicable Date) as if any pre-emption rights conferred by the Articles did not apply to such allotment and issue (and/or sale from treasury), such authority to expire after the conclusion of the Company's annual general meeting in 2022 or, if earlier, 18 months from the date of the date of this Notice of Annual General Meeting (unless previously renewed, varied or revoked by the Company in general meeting) save that the

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Company may at any time prior to the expiry of such authority, make an offer or enter into an agreement which would, or might, require Ordinary Shares to be allotted and issued (and/or sold from treasury) after the authority expires and the Directors may allot and issue (and/or sell from treasury) Ordinary Shares under any such offer or agreement as if such authority had not expired.

________________________________

Robert Hingley

For and on behalf of

Phoenix Spree Deutschland Limited