Invitation to the Annual General Meeting (PDF)

This is a convenience translation from the original document available in German. The text in German is authoritative.

artnet AG Berlin

ISIN DE000A1K0375 / WKN A1K037

Invitation to the Annual Shareholders’ Meeting 2020

We cordially invite the shareholders* of our Company to the Annual Shareholders’ Meeting of artnet AG, Berlin, which will take place on Tuesday, December 15, 2020, at 10 a.m. CET (9 a.m. UTC), as a virtual annual meeting without physical presence of shareholders or their proxies.

The shareholders as well as their proxies (with the exception of the proxies appointed by the company) are not entitled or able to attend at the place of the Annual Shareholders‘ Meeting.

According to the Act on Measures in Company Law, Cooperative Law, Association Law, Foundation and Condominium Law to Combat the Effects of the COVID-19 Pandemic (COVID-19 Act) (Art. 2 of the Act on the Mitigation of the Consequences of the COVID-19 Pandemic in Civil, Insolvency and Criminal Law, German Federal Law Gazette I 2020, p. 569), the entire Annual Shareholders’ Meeting, with the consent of the Supervisory Board, will be broadcast live on the Internet for registered shareholders and their proxies. This transmission does not enable participation in the Annual Shareholder’s Meeting within the meaning of section 118 paragraph 1 clause 2 of the German Stock Corporation Act (Aktiengesetz – AktG). Shareholders and their proxies may only exercise their voting rights by electronic communication (absentee voting) or by granting power of attorney to the proxies appointed by the Company. The company’s headquarters, Oranienstraße 164, 10969 Berlin, Germany, is the location of the Annual General Meeting within the meaning of the AktG.

The Annual General Meeting is convened by the Management Board of artnet AG (with the consent of the Supervisory Board) in its own right. In addition, it also takes into account a written request of the shareholder Weng Fine Art AG dated September 2, 2020, pursuant to sec. 122 para. 1 AktG, which covers items 1 to 6 of the following agenda and has submitted own election or resolution proposals (only) for items 5 to 6 of the following agenda (attached there as items 5.2 and 6.2).

* Here and in the following male / female / divers.

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I. Agenda

ITEM 1: Presentation of the adopted annual financial statements and the approved consolidated financial statements for the fiscal year 2019, the management report of the Company and the Group management report including the explanatory report on the disclosures pursuant to sections 289a para. 1, 315a para. 1 of the German Commercial Code (Handelsgesetzbuch – HGB) for the fiscal year 2019 as well as the report of the Supervisory Board for the fiscal year 2019

The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board. The annual financial statements have thus been adopted. No resolution will therefore need to be passed by the Shareholders’ Meeting with regard to this item on the agenda.

The above mentioned documents are available to the shareholders on the website http://www.artnet.com/investor-relations/annual-shareholders-meeting.

ITEM 2: Resolution to grant discharge to the members of the Management Board for the 2019 fiscal year The Management Board and the Supervisory Board propose granting discharge to the members of the Management Board in office in the 2019 fiscal year for this period.

ITEM 3: Resolution to grant discharge to the members of the Supervisory Board for the 2019 fiscal year The Management Board and the Supervisory Board propose granting discharge to the members of the Supervisory Board in office in the 2019 fiscal year for this period.

The chairman of the Supervisory Board, who also chairs the Shareholders’ Meeting in accordance with the Articles of Association, intends to execute the resolution upon the discharge of the members of the Supervisory Board individually.

ITEM 4: Resolution on the election of the auditor for the 2020 fiscal year

The Supervisory Board proposes the election of Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, as auditor of the annual and the consolidated financial statements for the fiscal year 2020 and as auditor for the potential review of interim financial reports prepared until the Annual Shareholders’ Meeting 2021. - 3 -

ITEM 5: Elections to the Supervisory Board

Pursuant to sec. 95, 96 para. 1, 101 para.1, 111 para.5 AktG and pursuant to sec. 11 para. 1 of the Articles of Association of artnet AG, the Supervisory Board is composed of three members to be elected by the Shareholders’ Meeting. The terms of all current members of the Supervisory Board will end with the conclusion of the Annual Shareholders’ Meeting on December 15, 2020, making a new election necessary.

5.1 The Supervisory Board proposes to elect the following candidates as members of the Supervisory Board:

a) Mr. Hans Neuendorf, Berlin, Germany, independent art dealer, member of the management board of Galerie Neuendorf AG.

The election becomes effective upon the conclusion of this Annual Shareholders’ Meeting until the conclusion of the Annual Shareholders’ Meeting that resolves on the discharge for the 2021 fiscal year.

Mr. Neuendorf is neither a member of any other statutory supervisory board nor of a comparable supervisory body in Germany or abroad.

Mr. Neuendorf is currently the chairman of the Supervisory Board of artnet AG and, furthermore, member of the management board and significant shareholder of Galerie Neuendorf AG, which is a 27.06% shareholder of artnet AG. Mr. Neuendorf has a family relationship to Jacob Pabst, sole member of the Management Board of artnet AG. Furthermore, there is a consultancy agreement between Galerie Neuendorf AG and artnet AG with a term until August 2021 with regard to certain activities that are not covered by the Supervisory Board mandate.

Apart from that, in the opinion of the Supervisory Board, Mr. Neuendorf does not have any other personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance the German Corporate Governance Code. In the opinion of the Supervisory Board, Mr. Neuendorf is able to commit the time expected to be needed for his work as member of the Supervisory Board of artnet AG.

b) Mr. Dr. Pascal Decker, Berlin, Germany, independent attorney.

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In addition to his membership in the Supervisory Board of artnet AG, Dr. Decker is Chairman of the Supervisory Board of Aktiengesellschaft TOKUGAWA (in liquidation). Dr. Decker is not a member of a comparable supervisory body in Germany or abroad.

In the opinion of the Supervisory Board, Dr. Decker is able to commit the time expected to be needed for his work as member of the Supervisory Board of artnet AG and, with the exception of his mandate as member of the Supervisory Board of artnet AG, does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance with the German Corporate Governance Code. c) Prof. Dr. Michaela Diener, Berlin, Germany, Art historian and professor of art and design history.

Prof. Dr. Michaela Diener is neither a member of any other statutory Supervisory Board nor of a comparable supervisory body in Germany or abroad.

In the opinion of the Supervisory Board, Prof. Dr. Diener is able to commit the time expected to be needed for her work as member of the Supervisory Board of artnet AG and, with exception from her mandate as member of the Supervisory Board of artnet AG, does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance with the German Corporate Governance Code.

The CVs of the above-mentioned candidates with further details of their respective relevant knowledge, skills and experience are available on http://www.artnet.com/investor-relations/annual-shareholders-meeting and are also attached at the end of this invitation.

The election proposals take into account the objectives adopted by the Supervisory Board’s for its composition in accordance with to the German Corporate Governance Code and seek to fulfil the competence profile developed by the Supervisory Board for the entire Board.

All candidates proposed for election are familiar with the sector in which the Company operates.

It is intended that the Shareholders’ Meeting decides by way of separate ballot on the election of the new members of the Supervisory Board. - 5 -

If elected to the Supervisory Board, Mr. Neuendorf intends to run for the chairmanship of the Supervisory Board.

5.2 In opposition to this, the shareholder Weng Fine Art AG proposes to elect a) Mr. Christian W. Röhl, Berlin, entrepreneur/investor as well as b) Mr. Rüdiger K. Weng, Düsseldorf, sole member of the Management Board of Weng Fine Art AG, as members of the Supervisory Board.

With regard to additional information on Mr. Röhl and Mr. Weng, the shareholder Weng Fine Art AG refers in its written request to convene the Annual General Meeting of September 2, 2020, to an earlier letter dated August 13, 2020, with countermotions and election proposals for the Annual General Meeting (originally) scheduled for September 2, 2020. These earlier statements by the shareholder Weng Fine Art AG are as follows:

About Mr. Christian W. Röhl:

Mr. Christian W. Röhl is Chairman of the Supervisory Board of Weng Fine Art AG, based in Krefeld. Furthermore, Mr. Röhl is not a member of any other statutory Supervisory Board or of a comparable supervisory body of a corporation in Germany or abroad.

Mr. Christian W. Röhl does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or a major shareholder of artnet AG that shall be disclosed under the German Corporate Governance Code.

About Mr. Rüdiger K. Weng:

Mr. Rüdiger K. Weng is Chairman of the Board of WFA Online AG, based in Zug, Switzerland. Furthermore, Mr. Weng is not a member of any other statutory Supervisory Board or of a comparable supervisory body of a corporation in Germany or abroad.

Mr. Rüdiger K. Weng is the sole shareholder of Rüdiger K. Weng A+A GmbH and the majority shareholder of Weng Fine Art AG, and currently holds, personally and via Rüdiger K. Weng A+A GmbH and Weng Fine Art AG, more than 24% of the voting rights from shares of artnet AG. Weng Fine Art AG and WFA Online AG sell artworks - 6 -

via the online auctions of artnet AG and use the art database of artnet AG. In addition, both companies advertise their products on the website of artnet AG and appear on the galleries platform of artnet AG.

Apart from that, Mr. Weng does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or a major shareholder of artnet AG that shall be disclosed under the German Corporate Governance Code.

In addition, the shareholder Weng Fine Art AG provided the following information in its previous letter dated August 13, 2020, regarding the two candidates proposed by it:

The candidates proposed for election by Weng Fine Art AG are familiar with the sector in which artnet AG operates. Both Mr. Rüdiger K. Weng and Mr. Christian W. Röhl qualify as financial experts according to sec. 100 para. 5 AktG.

Finally, the shareholder Weng Fine Art AG, in its previous letter dated August 13, 2020, provided CVs of Mr. Christian W. Röhl and Mr. Rüdiger K. Weng, which are attached at the end of this invitation (after the CVs of the candidates of the Supervisory Board).

The above information on Mr. Christian W. Röhl and Mr. Rüdiger K. Weng as well as the information in the CVs of these two candidates all originate from the shareholder Weng Fine Art AG; artnet AG does not assume any liability for their correctness or completeness.

ITEM 6: Resolution on the creation of a new Authorized Capital 2020 with the option to exclude subscription rights and corresponding amendment of the Articles of Association

The Authorized Capital 2014 resolved by the Annual Shareholders’ Meeting on July 16, 2014, under item 6, regulated in Article 6 of the Articles of Association, expired on July 15, 2019. It is therefore proposed to create a new Authorized Capital 2020 with the option to exclude subscription rights, which is to replace the previous, unused Authorized Capital 2014, and Article 6 of the Articles of Association is to be revised with the cancellation of the previous provision.

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6.1. The Management Board and the Supervisory Board propose to resolve as follows:

1. Creation of an Authorized Capital 2020

The Management Board is authorized, with the approval of the Supervisory Board, to increase the Company's share capital on one or more occasions in the period up to December 14, 2025, by a maximum of EUR 2,800,000.00 by issuing up to 2,800,000 new no-par value shares of common shares in return for cash contributions or contributions in kind (Authorized Capital 2020). The new shares must generally be offered to the shareholders for subscription. The new shares may also be subscribed by one or more credit institutions designated by the Management Board or by one or more companies operating in accordance with sec. 53 para. 1 cl. 1 or sec. 53b para. 1 cl. 1 or para. 7 of the German Banking Act (Kreditwesengesetz – KWG) with the obligation to offer them to the shareholders for subscription (so-called indirect subscription right). However, the Management Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders' statutory subscription right in the following cases:

a) to equalize fractional amounts;

b) in the case of capital increases against cash contributions, if the issue price of the new shares is not significantly lower than the stock market price of the Company's already listed shares at the time when the issue price is determined by the Management Board. The proportionate amount of the share capital attributable to the new shares issued under exclusion of subscription rights in accordance with sec. 186 para. 3 cl. 4 AktG may not exceed 10% of the share capital. The share capital at the time this authorization takes effect or – if this value is lower – at the time this authorization is exercised, shall be decisive. Shares which are issued during the term of this authorization until its exercise or disposed of as treasury shares in direct or analogous application of sec. 186 para. 3 cl. 4 AktG are to be taken into account when calculating the limit. Rights issued during the term of this authorization until its utilization in analogous application of sec. 186 para. 3 cl. 4 AktG and which enable or oblige the subscription of shares of the Company shall also count towards this limit.

c) to carry out a so-called scrip dividend, which offers shareholders the option of contributing their dividend claim to the Company as a contribution in kind against the granting of new shares.

subscription rights in the share capital does not exceed 10% of the share capital. The share capital at the time this authorization becomes effective or – if this value is lower – at the time this authorization is exercised shall be authoritative. Shares which during the term of this authorization until its exercise are issued under exclusion of the shareholders’ subscription rights are to be taken into account when calculating the limit. Rights issued under exclusion of the shareholders’ subscription rights during the term of this authorization until its exercise which enable or oblige to the subscription of shares in the Company are also to be taken into account.

The Management Board, with the consent of the Supervisory Board, will decide on the further details of the capital increase, the further content of the share rights and the conditions of the share issue. The Supervisory Board is authorized to amend the wording of the Articles of Association according to the respective use of the Authorized Capital 2020 or after expiration of the authorization period.

2. Amendment of the Articles of Association

Article 6 of the Articles of Association (Authorized Capital) is to be revised with the cancellation of the previous provision as follows:

„The Management Board is authorized, with the approval of the Supervisory Board, to increase the Company's share capital on one or more occasions in the period up to December 14, 2025, by a maximum of EUR 2,800,000.00 by issuing up to 2,800,000 new no-par value shares of common shares in return for cash contributions or contributions in kind (Authorized Capital 2020). The new shares must generally be offered to the shareholders for subscription. The new shares may also be subscribed by one or more credit institutions designated by the Management Board or by one or more companies operating in accordance with sec. 53 para. 1 cl. 1 or sec. 53b para. 1 cl. 1 or para. 7 of the German Banking Act (Kreditwesengesetz – KWG) with the obligation to offer them to the shareholders for subscription (so-called indirect subscription right). However, the Management Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders' statutory subscription right in the following cases:

a) to equalize fractional amounts;

authorization is exercised shall be decisive. Shares which are issued during the term of this authorization until its exercise or disposed of as treasury shares in direct or analogous application of sec. 186 para. 3 cl. 4 AktG are to be taken into account when calculating the limit. Rights issued during the term of this authorization until its utilization in analogous application of sec. 186 para. 3 cl. 4 AktG and which enable or oblige the subscription of shares of the Company shall also count towards this limit.

c) to carry out a so-called scrip dividend, which offers shareholders the option of contributing their dividend claim to the Company as a contribution in kind against the granting of new shares.

The Management Board may only make use of the above authorizations to exclude subscription rights to the extent that the pro-rata amount of the share capital attributable to the new shares issued under exclusion of the shareholders’ subscription rights in the share capital does not exceed 10% of the share capital. The share capital at the time this authorization becomes effective or – if this value is lower – at the time this authorization is exercised shall be authoritative. Shares which during the term of this authorization until its exercise are issued under exclusion of the shareholders’ subscription rights are to be taken into account when calculating the limit. Rights issued under exclusion of the shareholders’ subscription rights during the term of this authorization until its exercise which enable or oblige to the subscription of shares in the Company are also to be taken into account.

6.2. In contrast, the shareholder Weng Fine Art AG proposes to pass the following resolution:

The Management Board is authorized, with the consent of the Supervisory Board, to increase the share capital of the Company once or several times for a period of five years from the date of the General Shareholders' Meeting, but by no more than EUR 2,800,000.00 by issuing up to 2,800,000 new registered common shares in the form of no-par value shares against cash contributions (Authorized Capital 2020). The new shares shall generally be offered to the shareholders for subscription. The new shares may also be subscribed by one or more credit institutions designated by the Management Board or by one or more companies operating in accordance with Sec. 53 - 10 -

para. 1 cl. 1 or Sec. 53b para. 1 cl. 1 or para. 7 of the German Banking Act (KWG) with the obligation to offer them to the shareholders for subscription (so-called indirect subscription right). However, the Management Board shall be authorized, with the consent of the Supervisory Board, to exclude the statutory subscription right of the shareholders exclusively to equalize fractional amounts. A further exclusion of the subscription right of the shareholders is inadmissible.

The Management Board shall decide on the further details of the capital increase, the further content of the share rights and the conditions of the share issue with the consent of the Supervisory Board under the condition that an exclusion of the subscription right of the shareholders shall be permissible solely to equalize fractional amounts. The Supervisory Board shall be authorized to amend the text of the Articles of Association in accordance with the respective use of the Authorized Capital 2020 or after the expiration of the authorization period.

Article 6 of the Articles of Association (Authorized Capital) shall be revised as above, with the cancellation of the previous provision.

Item 7: Resolution on the cancellation of Article 20 para. 4 of the Articles of Association

Article 20 para. 4 of the Articles of Association governs the transmission of notifications in accordance with sec 125 para. 1 and 2 AktG (old version) and restricts them to electronic communication, provided that the requirements of sec. 30b para. 3 of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) (old version) are met. Sec 125 AktG was recently amended by the Act on the Implementation of the Second Shareholder Rights Directive (ARUG II) and is applicable in this new version since September 3, 2020, and, for the first time, to those General Meetings that are convened after September 3, 2020. In this new version, Sec. 125 AktG no longer provides that the Articles of Association may restrict transmission to electronic communication. Rather, sec. 125 para. 5 AktG in conjunction with the EU Implementing Regulation (DVO) 2018/1212 contains a separate provision in this respect. Article 20 para. 4 of the Articles of Association therefore no longer applies and should be deleted.

The Management Board and the Supervisory Board propose to resolve as follows:

Article 20 para. 4 of the Articles of Association shall be canceled without replacement.

Apart from that, article 20 of the Articles of Association shall remain unaffected.

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Item 8: Resolution on the authorization of the Management Board to acquire and use treasury shares in accordance with section 71 para. 1 No. 8 AktG

The Management Board and the Supervisory Board propose to resolve as follows:

a) The Management Board shall be authorized, with the consent of the Supervisory Board, to acquire treasury shares of the Company in an amount of up to 10% of the share capital for any purpose permitted under sec. 71 para. 1 No. 8 AktG until the end of December 14, 2025. Together with treasury shares acquired for other reasons that are in the possession of the Company or are attributable to it in accordance with secs. 71d et seq. AktG, the shares acquired on the basis of this authorization may at no time exceed 10% of the Company's share capital. Treasury shares may only be acquired to the extent that the Company could form a reserve in the amount of the expenditures for the acquisition without reducing the share capital or a reserve to be formed in accordance with the law or the Articles of Association, which may not be used for payments to the shareholders. The authorization may not be used for the purpose of trading in treasury shares.

The acquisition of the shares shall be conducted in compliance with the principle of equal treatment pursuant to sec. 53a AktG at the discretion of the Management Board either (1) on the public markets or (2) by means of a public purchase offer to all shareholders of the Company:

(1) If the shares are acquired on a stock exchange, the purchase price per share paid by the Company (excluding ancillary acquisition costs) may not be more than 10% higher or lower than the closing price determined for Company shares carrying the same rights on the Xetra trading system (or a corresponding successor system) of the Frankfurt Stock Exchange on the trading day preceding the acquisition.

(2) If the shares are acquired via a public purchase offer or a public invitation to submit a purchase offer to all shareholders of the Company, the purchase price offered or the limits of the purchase price range offered per share (excluding ancillary acquisition costs) may not exceed the arithmetic mean (not the volume- weighted average) of the closing prices quoted for Company shares carrying the same rights in Xetra trading (or a corresponding successor system) on the Frankfurt Stock Exchange from the third to the eighth (up to and including) trading day before the day of publication of the purchase offer or the invitation to submit a purchase offer. The price of the shares to be purchased may not be more than 10% higher or lower than the price determined on the third to eighth (up to and including) trading day before the day of publication of the purchase offer or the public invitation to tender. If there are significant price movements in Xetra trading after the publication of a purchase offer or the public invitation to tender, the offer or the invitation to tender may be adjusted. In this case, the arithmetic mean of the closing prices from the third to the eighth (up to and - 12 -

including) trading day before the publication of any adjustment will be used. The purchase offer or the invitation to submit such an offer may stipulate further conditions, in particular a limitation of the volume. If the total subscription to the purchase offer exceeds this volume or, in the case of an invitation to tender, if not all of several equivalent offers are accepted, acceptance must be in proportion to the shares subscribed or offered in each case. A preferential acceptance of small offers or small parts of offers up to a maximum of 100 shares of the Company offered for purchase may be provided for.

The authorization may be exercised in whole or in part, once or repeatedly, in pursuit of one or more purposes within the scope of the aforementioned restriction by the Company, but also by affiliated companies subordinate to the Company and commissioned by the Company to exercise the authorization, or by third parties acting on its or their behalf. b) The Management Board is authorized to use the acquired shares for all legally permissible purposes and to sell them in whole or in part on the stock exchange or by way of an offer to all shareholders, in particular in compliance with the principle of equal treatment pursuant to sec. 53a AktG. Furthermore, the Management Board is authorized, with the consent of the Supervisory Board, to use the acquired shares as follows:

(1) Sale against cash payment if the price at which shares in the Company are sold is not significantly lower than the price of the Company's shares traded on the stock exchange on the day of the binding agreement with the purchaser (excluding ancillary costs). The proportionate amount of the share capital attributable to the shares to be sold may not exceed the limit of 10% of the share capital in total. The 10% limit is calculated on the basis of the share capital figure at the time of the resolution of this authorization. Should the share capital figure be lower at the time the authorization is exercised, this number shall be decisive. If, during the duration of this authorization until it is exercised, other authorizations to issue or sell shares of the Company or to issue rights that enable or oblige to subscribe to shares of the Company are exercised and the subscription right is excluded in accordance with or pursuant to sec. 186 para. 3 cl. 4 AktG, this shall be offset against the aforementioned 10% limit;

(2) to carry out a so-called scrip dividend, which offers the shareholders the option to deposit their dividend claim in the Company in return for new shares;

(3) redemption of the shares without requiring a further resolution of the General Meeting for the redemption or the implementation of the redemption, whereby the redemption may be effected either by reducing the share capital or by increasing the proportion of the share capital represented by the remaining shares. In the latter case, the Management Board is also authorized to adjust the number of shares stated in the Articles of Association. - 13 -

The above authorizations may be exercised in whole or in part, once or repeatedly, individually or jointly. The authorization under no. (1) may also be exercised by dependent or majority-owned companies commissioned by the Company to exercise the authorization or by third parties acting on its or their behalf. Shareholders' subscription rights to the Company's treasury shares are excluded to the extent that these shares are used in accordance with the above authorizations.

II. Report of the Management Board on the exclusion of subscription rights under item 6 pursuant to sec. 203 para. 2 cl. 2 in conjunction with sec. 186 para. 4 cl. 2 AktG

The Management Board and the Supervisory Board propose to the Annual Shareholders' Meeting under agenda item 6 the creation of an Authorized Capital 2020 of up to EUR 2,800,000.- by issuing up to 2,800,000 new ordinary shares. It shall be available for a total period of five years for cash capital increases as well as for a certain form of a non-cash capital increase (for the purpose of implementing a so-called scrip dividend) and can also be used in partial amounts provided that the total amount is not exceeded. The new Authorized Capital 2020 shall replace the existing authorized capital 2014, which expired on July 15, 2019.

The new Authorized Capital 2020 is intended to enable the Company to flexibly adjust its equity base to business requirements. In addition, it enables the Company to act quickly without having to wait for an annual or extraordinary shareholders’ meeting. When the Authorized Capital 2020 is used, the shareholders generally have a subscription right. To facilitate processing, the new shares may also be acquired by credit institutions or companies within the meaning of sec. 186 para. 5 cl. 1 AktG with the obligation to offer them to the shareholders for subscription.

However, it is proposed that the Management Board shall be authorized, with the consent of the Supervisory Board, to exclude the shareholders' subscription rights in certain cases:

• The authorization to exclude subscription rights pursuant to letter a) of the authorization (equalization of fractional amounts) serves the purpose of enabling a smooth and manageable subscription ratio in the event of capital increases, which facilitates the processing of the issuance of shares with a general subscription right for the shareholders. Usually, the value of the fractional amounts per shareholder is very low, so that the possible dilution effect is also regarded as very low. The issuance of shares without such exclusion would imply significantly higher efforts and cause additional costs.

• The exclusion of subscription rights in case of capital increases against cash contributions under letter b) of the authorization is intended to enable the management to take advantage of favourable stock market situations on short notice. Due to the organizational measures to be taken and the subscription period to be observed, the issuance of shares with subscription rights takes much more time than placements under exclusion of subscription rights. By such placements the usual discounts for the issuance - 14 -

of shares with subscription rights may be avoided. The Company's own resources can therefore be strengthened to a greater extent if subscription rights are excluded than would be the case if subscription rights were granted. Not least because of these considerations, sec. 186 para. 3 cl. 4 of the AktG declares the exclusion of subscription rights under the conditions of letter b) of the proposed resolution on agenda item 6 to be permissible. The scope of this cash capital increase under exclusion of subscription rights is limited to up to 10% of the share capital at the time the authorization becomes effective or – if this value is lower – at the time the authorization is exercised. Shares which during the term of this authorization until its exercise are issued or disposed of as treasury shares in direct or analogous application of sec. 186 para. 3 cl. 4 AktG are to be taken into account when calculating the limit. Rights issued during the term of this authorization until its exercise in analogous application of sec. 186 para. 3 cl. 4 AktG and which enable or oblige to the subscription of shares in the Company are also to be taken into account. The subscription rights may only be excluded if the issue price of the new shares is not significantly lower than the stock market price of the Company's shares already listed on the stock exchange at the time the issue price is determined by the Management Board. By limiting the volume of the capital increase, a dilution of existing investments and a loss of influence for the shareholders may only occur to a small extent.

• The exclusion of the subscription right in the case of capital increases against contributions in kind under letter c) of the authorization serves the purpose of being able to carry out a so-called scrip dividend. This means that shareholders can be given the opportunity not to assert their claim to payment of a cash dividend but to make a deposit into the Company as a contribution in kind and in return to be granted new shares. Such a scrip dividend offers advantages for both the Company and the shareholders. In exercising this option, the Company has the advantage that there is no outflow of liquidity, as it satisfies the dividend claim by issuing treasury shares. For shareholders, the scrip dividend offers the opportunity to acquire additional shares at favourable conditions.

• The proposed authorizations to exclude subscription rights are further subject to an additional general upper limit of 10% of the share capital: The Management Board may only make use of them to the extent that the pro-rata amount of the share capital attributable to the new shares issued under exclusion of subscription rights does not exceed 10% of the share capital. The share capital at the time this authorization becomes effective or – if this value is lower – at the time this authorization is exercised shall be authoritative. Shares which during the term of this authorization until its exercise are issued under exclusion of the shareholders’ subscription rights are to be taken into account when calculating the limit. Rights issued under exclusion of the shareholders’ subscription rights during the term of this authorization until its exercise which enable or oblige to the subscription of shares in the Company are also to be taken into account. By setting this overall upper limit and taking into account further shares or stock options issued under exclusion of subscription rights on the basis of other authorizations the shareholders' need for protection against dilution of their shareholdings is being considered to a greater extent.

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In consideration of all circumstances, the Management Board, in accordance with the Supervisory Board, deems the authorization to exclude the subscription rights to be objectively justified and appropriate for the reasons outlined above, also taking into account the possible dilution effect of it being utilized.

There is currently no concrete project to make use of the proposed authorization. In each case, the Management Board will carefully examine whether to make use of the authorization to utilize the Authorized Capital 2020 and will only do so if the exclusion of the subscription rights, in its opinion and that of the Supervisory Board, is in the interest of the Company and its shareholders. The Management Board will report on each utilization of the Authorized Capital 2020 at the next Shareholders’ Meeting.

The Supervisory Board will only grant its consent required for the utilization of the authorized capital under exclusion of the subscription rights if the described as well as all legal prerequisites are fulfilled.

III. Report of the Management Board on the exclusion of subscription rights under item 8 pursuant to sec. 71 para. 1 No. 8 cl. 5 in conjunction with sec. 186 para. 4 cl. 2 AktG

The Management Board and Supervisory Board propose to the Annual General Meeting in item 8 to authorize the Management Board, with the consent of the Supervisory Board, to acquire treasury shares of the Company in an a amount of up to 10% of the share capital until the end of December 14, 2025, i.e. for a period of five years from this year's Annual General Meeting, for any purpose permitted under sec. 71 para 1 No. 8 AktG. In accordance with the principle of equal treatment of all shareholders provided for in the AktG, the acquisition of treasury shares may only be made on a stock exchange or on the basis of a public purchase offer or a public invitation to submit a purchase offer to all shareholders.

Furthermore, the Management Board and Supervisory Board propose to authorize the Management Board to use the acquired shares for all legally permissible purposes and, in particular, to sell them in whole or in part via a stock exchange or via an offer to all shareholders in compliance with the principle of equal treatment pursuant to sec. 53a AktG. In addition, however, the Management Board shall also be authorized, with the consent of the Supervisory Board, to use the acquired shares for other purposes in which the subscription right of the shareholders is excluded. The reasons for this exclusion of subscription rights are as follows:

• On the basis of the authorization, the Company may sell treasury shares, subject to a restriction of the shareholders' subscription right in the corresponding application of sec. 186 para. 3 cl. 4 AktG, also outside the stock exchange for cash at a price that is not significantly lower than the stock exchange price of the shares at the time of the sale. This is in the interest of the Company and enables it to cover any capital requirements, even on very short notice, in order to take advantage of market opportunities in various business areas. Furthermore, the Company is able to acquire additional German and foreign investors by selling its own shares, for example to - 16 -

institutional or strategic investors, and to react quickly and flexibly to favorable stock market scenarios.

The interests of the shareholders are protected in this type of sale of treasury shares with the exclusion of the subscription right: the shares to be sold with the exclusion of the subscription right may not initially exceed a total of 10% of the share capital (at the time of the resolution on the authorization to acquire treasury shares and at the time of the sale of acquired treasury shares). If, during the duration of this authorization until it is exercised, other authorizations to issue or sell shares of the Company or to issue rights that enable or oblige to subscribe to shares of the Company are exercised and the subscription right is excluded in accordance with or pursuant to sec. 186 para. 3 cl. 4 AktG, this shall be offset against the aforementioned 10% limit.

Furthermore, the sale price of the treasury shares may not be significantly lower than the quoted price of the Company's shares already traded on the stock exchange at the time of the binding agreement with the purchaser. When determining the selling price, the Management Board will attempt to keep any discount to the stock market price that may become necessary as low as possible; the discount will under no circumstances exceed 5% of the stock market quote. Therefore, shareholders have the opportunity to acquire shares on the stock exchange at approximately the same cost as the purchaser of the shares sold by the Company in order to maintain their ownership interest and relative voting rights. In this way, the notion of protection against dilution is taken into account.

• The Management Board shall be authorized to use the repurchased shares to carry out a so-called scrip dividend. Shareholders are thus given the opportunity not to assert their claim to a cash dividend but to use it as payment in kind to acquire shares. Such a scrip dividend offers advantages for both the Company and the shareholders. When exercising this option, the Company has the benefit that no liquidity is lost, since it satisfies the dividend claim by granting treasury shares. For shareholders, the scrip dividend offers the opportunity to acquire additional shares at favorable conditions.

• In accordance with sec. 71 para.1 No. 8 cl. 6 AktG, the authorization also provides for a redemption of the acquired shares without a new resolution by the General Meeting. The redemption may be combined with a reduction in the capital stock. Alternatively, the Management Board is authorized to carry out the redemption in accordance with sec. 237 para. 3 No. 3 AktG without a capital decrease; in this case, the share capital remains unchanged and the redemption in accordance with sec. 8 para. 3 AktG proportionately increases the pro rata arithmetical share of the (unchanged) share capital attributable to each remaining share.

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There are currently no concrete plans to make use of the proposed authorization. The Management Board will in any case carefully examine whether to make use of the authorization and will only do so if, in its opinion and that of the Supervisory Board, the exclusion of the subscription right is in the interest of the Company and its shareholders. The Management Board will report on each utilization of the authorization at the following General Shareholders' Meeting.

The Supervisory Board will only grant its required consent if the aforementioned prerequisites and all legal requirements are met.

IV. Total number of shares and voting rights at the time the Annual Shareholders’ Meeting is convened

The share capital of the Company at the time the Annual Shareholders’ Meeting is convened is divided into 5,631,067 no-par value registered shares, with each share granting one vote. The total number of voting rights at the time the Annual Shareholders’ Meeting is convened thus amounts to 5,631,067 voting rights. At the time the Annual Shareholders’ Meeting is convened, the Company holds 78,081 own shares, which do not confer any voting rights to the Company.

V. Information on the holding of the virtual Annual Shareholders’ Meeting With the consent of the Supervisory Board of the Company, the Annual Shareholders’ Meeting will be held as a virtual Annual Shareholders’ Meeting without the physical presence of the shareholders or their proxies according to the COVID-19 Act.

The entire Annual Shareholders’ Meeting will be broadcast live with image and sound transmission (German only) on December 15, 2020, from 10.00 a.m. (CET) (9.00 a.m. UTC) for duly registered shareholders at the website address http://www.artnet.com/investor- relations/annual-shareholders-meeting using a password-protected internet service. This transmission does not enable participation in the Annual Shareholders’ Meeting within the meaning of sec. 118 para. 1 cl.2 AktG.

Shareholders who wish to exercise their shareholder rights at the virtual Annual Shareholders’ Meeting must register in advance (see below under “VI. Participation conditions”). Shareholders can exercise their shareholder rights online at the website address http://www.artnet.com/investor-relations/annual-shareholders-meeting using a password- protected internet service. Shareholders (and, if applicable, their proxies) can register for the Annual Shareholders’ Meeting, exercise their voting rights by electronic absentee voting, grant powers of attorney to third parties and grant powers of attorney and issue instructions to the proxies appointed by the Company, submit questions and record objections in the minutes in accordance with the procedure provided for and the following provisions.

Access authorisation is required to use the password-protected internet service for the Annual Shareholders’ Meeting. Details can be found below in section “VI. Participation conditions”.

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Shareholders (and, if applicable, their proxies) may only exercise their voting rights electronically (absentee voting) or by granting power of attorney to the proxies appointed by the Company.

Questions from registered shareholders must be submitted to the Company no later than two days before the Annual Shareholders’ Meeting, i.e. no later than December 12, 2020, 12.00 p.m. (CET) (11.00 p.m. UTC) by way of electronic communication in German language using the password-protected internet service at the website http://www.artnet.com/investor- relations/annual-shareholders-meeting. Any other form of transmission is excluded. It is not possible to submit questions during the Annual Shareholders’ Meeting. The Management Board will decide in its due and free discretion which questions to answer in which manner.

Shareholders exercising their voting right may object to the resolutions passed by the Annual Shareholders’ Meeting by submitting from the beginning of the virtual Annual Shareholders’ Meeting on December 15, 2020, until the end of the meeting their objection to the notary instructed to keep the record of the Annual Shareholders’ Meeting via the password-protected internet service at the website address http://www.artnet.com/investor-relations/annual- shareholders-meeting. Any other form of transmission is excluded.

VI. Participation conditions

Only those shareholders who (i) are registered as shareholders of the Company with the share register of the Company on the day of the Annual Shareholders’ Meeting and (ii) have duly registered with the Company before the Annual Shareholders’ Meeting, but no later than December 11, 2020, 12.00 p.m. (CET) (11.00 p.m UTC), are entitled to participate in the Annual Shareholders’ Meeting and exercise their voting rights.

Registration can be carried out electronically using the password-protected internet service or in text form.

Registration with the Company using the password protected internet service

Shareholders may register with the Company electronically using the password-protected internet service for the Annual Shareholders’ Meeting at the website address http://www.artnet.com/investor-relations/annual-shareholders-meeting in accordance with the procedure defined by the Company.

Access authorisation is required to use the password-protected internet service for the Annual Shareholders’ Meeting. Shareholders who are entered in the Company’s share register by December 3, 2020, 0.00 a.m.(CET) at the latest will be sent their individual login details (shareholder number and access password) together with the notice of the convocation of the virtual Annual Shareholders’ Meeting.

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Registration in text form

Shareholders can register with the Company in text form using the following address, fax number or email address: artnet AG c/o Better Orange IR&HV AG Haidelweg 48 81241 Munich Germany Fax: +49 (0)89 889 690 633 E-Mail: [email protected]

Better Orange IR & HV AG is the authorized receiving agent of the Company for registration.

To facilitate registration in text form, a registration form will be sent by the Company to shareholders who are entered in the Company’s share register by December 3, 2020, 0.00 a.m. (CET) at the latest, together with the notice of the convocation of the virtual Annual Shareholders’ Meeting. This registration form can be downloaded from the Company’s website at http://www.artnet.com/investor-relations/annual-shareholders-meeting. It can also be requested free of charge from the Company, e.g. by sending an email to artnet@better- orange.de. If the form sent by the Company is not used for registration, the registering shareholder must be clearly identified, e.g. by providing the full name or company name of the shareholder, the address and the shareholder number.

Pursuant to sec. 67 para. 2, cl. 1 AktG, in relation to the Company, rights and obligations arising from shares exist only for and against those who are registered in the share register. Accordingly, the registration status on the day of the Annual Shareholders’ Meeting is the decisive criterion for the right to participate, as well as the for the number of voting rights granted at the Annual Shareholders’ Meeting to a person eligible to participate. For technical reasons, however, no entries will be made in the share register in the period between December 12, 2020, 0.00 a.m. (CET) and December 15, 2020, 12.00 p.m. (CET) (so-called Registration Stop). Therefore, the registration status on the day of the Annual Shareholders’ Meeting corresponds to the status at the end of the registration cut-off period, i.e. at the end of the day December 11, 2020 (so-called Technical Record Date).

The Registration Stop does not mean that a disposal of the shares will be blocked. However, those who acquire shares and whose registration request is received by the Company after December 11, 2020, cannot exercise participation rights and voting rights arising from these shares, unless they have been authorized to act as a proxy or are empowered to exercise such rights.

All acquirers of shares of the Company who are not yet entered in the share register are therefore asked to submit registration requests in a timely manner.

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The individual log-in details (shareholder number and access password) for the password- protected internet service for the Annual Shareholders’ Meeting will be sent to the shareholders, who are entered in the Company’s share register later than December 3, 2020, 00.00 a.m. (CET) until the Technical Record Date and therefore have not yet received from the Company a notice of the convocation of the virtual Annual Shareholders’ Meeting including the individual log-in details, after receipt of the registration by the Company.

Intermediaries, shareholder associations, and proxy advisors as well as persons with equivalent status pursuant to sec. 135 para. 8 AktG may only exercise the voting right for shares that do not belong to them, but for which they are registered in the share register as the owner, on the basis of an authorization. This point is governed in greater detail by sec. 135 AktG (see below).

VII. Proxy voting

Shareholders who are entered in the share register on the day of the Annual Shareholders’ Meeting and are duly registered may have their voting rights exercised by authorised persons such as intermediaries, shareholders’ associations, proxy advisors or other third parties. In this event too, timely registration for the virtual Annual Shareholders’ Meeting is required. If an intermediary is registered in the share register, he may only exercise the voting right for shares that do not belong to him on the basis of an authorization.

Use of the password-protected internet service by the agent requires that the agent receives the relevant log-in details from the principal.

The proxy authorisation must be granted or revoked and proof of authorisation to be provided to the Company must be provided in text form; sec. 135 AktG remains unaffected. If powers of attorney to exercise voting rights are issued to intermediaries, shareholders’ associations, proxy advisors or other persons specified in sec.135 para. 8 AktG, neither the law nor the Articles of Association of the Company require a specific form. However, in these cases the persons to be authorised may require a special form of proxy as they must record this in a verifiable way in accordance with sec. 135 para. 1 cl. 2 AktG. Please contact the authorized institution or person in a timely manner about any special requirements that may need to be taken into account.

The power of attorney may be declared to the person to be authorised or to the Company. A form that can be used to grant power of attorney will be sent to the shareholders together with the notice of the convocation of the virtual Annual Shareholders’ Meeting. These forms can also be downloaded at http://www.artnet.com/investor-relations/annual-shareholders- meeting.

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Proof of authorisation may be sent to the Company, amended or revoked no later than December 14, 2020, 12.00 p.m. (CET) (11.00 p.m UTC) using the following postal address, fax number or email address

artnet AG c/o Better Orange IR & HV AG Haidelweg 48 81241 München Germany

Telefax: +49 (0)89 8896906-33 E-Mail: [email protected]

The date of receipt by the Company will be decisive.

Proof of authorisation may also be sent, amended or revoked using the password-protected internet service at http://www.artnet.com/investor-relations/annual-shareholders-meeting, even during the day of the virtual Annual Shareholders’ Meeting.

The aforementioned sending options are also available until the aforementioned points in time if the proxy is to be granted by declaration to the Company. In this event, separate evidence of the granting of the proxy is not required. The revocation or amendment of a power of attorney already granted may also be declared directly to the Company using the aforementioned sending options up to the aforementioned points in time.

Proxies may not physically attend the virtual Annual Shareholders’ Meeting. Proxies may exercise the voting rights for the shareholders they represent by means of absentee voting or by (sub)authorising the proxies appointed by the Company.

Voting by proxies appointed by the Company and bound by specific instructions

The Company offers its shareholders the possibility of authorising proxies, who have been appointed by the Company and are bound by the shareholders’ instructions, to exercise their voting rights, already before the General Meeting. The proxies appointed by the Company are obliged to vote in accordance with the instructions given to them by the shareholders. Even if a power of attorney has been granted, they are only authorised to exercise voting rights if express instructions have been given regarding the proposed resolutions.

The granting of power of attorney and instructions to the proxies appointed by the Company require text form according to sec. 126b of the German Civil Code (Bürgerliches Gesetzbuch – BGB).

A form that can be used to grant power of attorney and issue instructions to the proxies appointed by the Company will be sent to the shareholders together with the notice of the convocation of the virtual Annual General Meeting. It can also be downloaded from the - 22 -

Company’s website at http://www.artnet.com/investor-relations/annual-shareholders- meeting.

Powers of attorney may be granted and instructions to the proxies appointed by the Company may be issued by post, fax or email using the following address, fax number or email address no later than December 14, 2020, 12.00 p.m. (CET) (11.00 p.m. UTC):

artnet AG c/o Better Orange IR & HV AG Haidelweg 48 81241 München Germany

Telefax: +49 (0)89 8896906-33 E-Mail: [email protected]

Power of attorney can be granted and instructions to the proxies appointed by the Company can also be issued electronically using the password-protected internet service on the Company’s website at http://www.artnet.com/investor-relations/annual-shareholders- meeting in accordance with the procedures provided for this purpose. This means of granting power of attorney and issuing instructions to the proxies appointed by the Company is also available during the virtual Annual Shareholders’ Meeting on December 15, 2020, until the point in time to be determined by the chairman of the Annual Shareholders’ Meeting on December 15, 2020.

With regard to revocation of the power of attorney granted to the proxies appointed by the Company or the change of instructions, the information set out above on the sending options and deadlines apply accordingly.

If power of attorney is granted to the proxies appointed by the Company, they must in any event be given instructions for exercising the voting rights. The proxies are obliged to vote in accordance with the instructions given to them. Even if a power of attorney has been granted, they are only authorised to exercise voting rights if express instructions have been given regarding the proposed resolutions of the Management Board and/or Supervisory Board already set out in the convocation of the Annual General Meeting or regarding proposed resolutions of shareholders announced either in the convocation or with a possible addendum to the agenda in accordance with sec. 122 para. 2 AktG as well as regarding countermotions and nominations by shareholders published in advance in accordance with sec. 126 and 127 AktG.

If an individual vote is taken on an agenda item without notification of this being provided in advance of the virtual Annual Shareholders’ Meeting, an instruction on this agenda item as a whole will also be deemed to be a corresponding instruction for each item of the individual vote.

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VIII. Exercising voting rights by absentee voting

Duly registered shareholders may cast their votes by absentee vote via electronic communication. This is done exclusively by using the password-protected internet service for the Annual General Meeting on the Company’s website at http://www.artnet.com/investor- relations/annual-shareholders-meeting in accordance with the procedures provided for this purpose. This means of absentee voting is also available during the virtual Annual Shareholders’ Meeting on December 15, 2020, until the point in time to be determined by the Chairman of the Annual Shareholders’ Meeting on December 15, 2020.

With regard to revocation or change of vote by electronic absentee voting, the information set out above on the sending options and the deadlines apply accordingly.

The casting of votes by electronic absentee voting is limited to voting on the proposed resolutions of the Management Board and/or the Supervisory Board already indicated in the convocation of the virtual Annual Shareholders’ Meeting and to proposed resolutions of shareholders announced either in the convocation or with a possible addendum to the agenda in accordance with sec. 122 para. 2 of the AktG as well as to countermotions and nominations by shareholders published in advance in accordance with sec.126 and 127 AktG.

If an individual vote is taken on an agenda item without the Annual General Meeting having been notified in advance, the vote cast by electronic absentee voting on this agenda item as a whole will also be deemed to be a corresponding vote for each item of the individual vote.

IX. Rights of shareholders:

1. Additional items to be added to the agenda (sec. 122 para. 2 AktG) Shareholders whose combined shares form one twentieth part of the share capital (this currently corresponds to 281,554 shares) can request that items will be added to the agenda and published. Each new agenda item must be accompanied by a reason or a resolution proposal. Requestors must prove that they have been owners of the necessary quorum of shares for at least 90 days before the day of the receipt of the request and that they will hold the shares until the decision on the request.

The request must be sent to the Management Board of the Company in writing, and, pursuant to sec.1 para. 3 cl. 4 of the COVID-19 Act, must be received by the Company at least 14 days before the Shareholders’ Meeting, i.e. no later than November 30, 2020, 12.00 p.m. (CET) (11.00 p.m. UTC). Please send such requests to the following address:

Management Board of artnet AG Oranienstraße 164 10969 Berlin Germany

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Additions to the agenda that must be published — provided they were not already made public when the meeting was convened — will be published immediately upon receipt of the request in the Federal Gazette and forwarded for publication to such media where it is conceivable that the information will be distributed throughout the entire European Union. They will also be published on the website http://www.artnet.com/investor-relations/annual-shareholders- meeting and communicated to shareholders.

Motions regarding items already contained in the agenda or agenda items to be added to the agenda according to sec. 122 para. 2 AktG, which are duly received by November 30, 2020, 12.00 p.m. (CET) (11.00 p.m. UTC) will be treated in the virtual Annual Shareholders’ Meeting as if they were submitted during the Annual Shareholders’ Meeting.

2. Countermotions and nominations by shareholders (sec. 126 para. 1 and 127 AktG)

Shareholders may submit to the Company countermotions against a proposal of the Management Board and/or the Supervisory Board regarding a particular item on the agenda as well as nominations for the election of auditors or Supervisory Board members. Provided the other statutory prerequisites are met, countermotions and nominations received at the latest on November 30, 2020, 12.00 p.m. (CET) (11.00 p.m. UTC) under the address, fax number or email address

artnet AG c/o Better Orange IR & HV AG Haidelweg 48 81241 München Germany

Telefax: +49 (0)89 8896906-55 E-Mail: [email protected]

will be made available to the other shareholders on the website http://www.artnet.com/investor-relations/annual-shareholders-meeting. Any comments by management will also be published on the aforementioned website after November 30, 2020. Countermotions and nominations addressed otherwise will not be made available.

Motions and nominations which are duly received by November 30, 2020, 12.00 p.m. (CET) (11.00 p.m. UTC) will be treated in the virtual Annual Shareholders’ Meeting as if they were submitted during the Annual Shareholders’ Meeting.

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3. Shareholder right to ask questions (sec. 1 para. 2 No. 3 cl. 2 COVID-19 Act)

Questions from shareholders must be submitted to the Company no later than two days before the Annual Shareholders’ Meeting, i.e. no later than December 12, 2020, 12.00 p.m. (CET) (11.00 p.m. UTC) (as described above under “Information on the holding of the virtual Annual Shareholders’ Meeting”) by way of electronic communication in German language using the password-protected internet service at the website address http://www.artnet.com/investor-relations/annual-shareholders-meeting, sec. 1 para. 2 cl. 1 no. 3, COVID-19 Act. It is not possible to submit questions during the Annual Shareholders’ Meeting. The Management Board will decide in its due and free discretion which questions to answer in which manner.

The shareholders do not have any further right to information. Shareholders will only have the opportunity to ask questions. There is no right to an answer associated herewith. The Management Board will give the answers in its due and free discretion. The Management Board is not obliged to answer all questions. It may rather summarise questions, select useful questions in the interests of the other shareholders and give preference to shareholder associations and institutional investors with significant voting shares.

4. Right of objection to the resolutions of the Annual Shareholders‘ Meeting

The need to be physically present at the Annual Shareholders‘ Meeting being waived, shareholders having exercised their voting right may object to the resolutions passed by the Annual Shareholders’ Meeting by way of electronic communication using the password- protected internet service at the website address http://www.artnet.com/investor- relations/annual-shareholders-meeting. Shareholders have the right to object as of the beginning of the Annual Shareholders’ Meeting on December 15, 2020 until its closure by the Chairman of the Annual Shareholders’ Meeting.

5. Further Information

Further information on the rights of shareholders in accordance with sec. 122 para. 2, sec. 126 para. 1, sec. 127 AktG, sec. 1 para. 2 cl. 1 no. 3 cl. 2 COVID-19 Act can be found online at http://www.artnet.com/investor-relations/annual-shareholders-meeting.

X. Further information on votes according to Table 3 DVO (EU) 2018/1212

Under agenda item 1, no proposal for a resolution is submitted and therefore no vote is planned (for an explanation see there). For all other items on the agenda, the votes on the published proposals for resolutions or elections are binding. The shareholders may vote in each case with "Yes" (approval) or "No" (rejection) or abstain from voting (abstention), i.e. not participate in the vote.

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XI. Publications on the Company’s website

Information pursuant to sec. 124a AktG will be published online at http://www.artnet.com/investor-relations/annual-shareholders-meeting.

XII. Data Protection

1. Notes regarding the Data Protection

The Company processes personal data of its shareholders and any shareholder representatives for the preparation and conduct of its Annual Shareholders’ Meeting. These data include, in particular, the name, the place of residence or address, any e-mail address, the number of shares held in each case, the shareholder number/shareholders’ meeting ticket number and the granting of any voting proxies. Depending on the circumstances of the case, other personal data may also be concerned.

2. Controller, purpose and legal basis

Regarding the processing of personal data, the Company is the controlling party. The purpose of the processing of personal data is to enable shareholders and shareholder representatives to participate in the Annual Shareholders’ Meeting and to exercise their rights before and during the Annual Shareholders’ Meeting. The legal basis for the processing of personal data is article 6 para. 1 cl. 1 lit. c GDPR.

3. Recipient

The Company commissions various service providers and consultants for its Annual Shareholders’ Meeting. They will receive from the Company only such personal data that are necessary for the performance of the respective task. The service providers and consultants process these data exclusively in accordance with the Company's instructions. In addition, personal data are made available to shareholders and shareholder representatives within the framework of statutory provisions, namely via the list of participants.

4. Storage period

Personal data will be stored as long as required by law or the Company has a legitimate interest in storing such data, e.g. in the event of juridical or non-juridical disputes arising in connection with the Annual Shareholders’ Meeting. Afterwards, the personal data will be deleted.

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5. Rights of data subjects

Under certain legal conditions you have the right of access, rectification, restriction, objection and erasure with regard to your personal data or their processing as well as the right to data portability in accordance with Chapter III GDPR. You also have the right to file a complaint with the data protection supervisory authorities in accordance with article 77 GDPR.

6. Contact details

The contact details of the Company are as follows

artnet AG Oranienstr. 164 10969 Berlin Germany

Telefax: +49 (0)30 209178-29 E-Mail: [email protected]

You can reach our data protection officer at

artnet AG Datenschutz Oranienstr. 164 10969 Berlin Germany

Telefax: +49 (0)30 209178-29 E-Mail: [email protected]

Berlin, November 2020 artnet AG The Management Board - 28 -

CVs of the candidates for the Supervisory Board proposed by the Supervisory Board (Item 5.1)

Hans Neuendorf

Year of Birth • 1937

Profession • Independent art dealer, member of the Management Board of Galerie Neuendorf AG

Place of Residence • Berlin, Germany

Current Member of the Supervisory Board (artnet AG) • Member of the Supervisory Board since July 2013 • Elected until the conclusion of the Annual Shareholders’ Meeting that resolves the discharge for the 2019 fiscal year

Membership in Other Statutory Supervisory Boards or in Comparable Domestic or Foreign Supervisory Bodies of Business Enterprises • Mr. Neuendorf is neither a member of any other statutory Supervisory Board nor of a comparable supervisory body of a corporation in Germany or abroad.

Career, Qualification, and Significant Activities in Addition to the Supervisory Board Mandate • April 1999 – July 2013: Sole Management board member of artnet AG • Founder of the Company • Mr. Neuendorf has the knowledge and qualifications required to be on the Supervisory Board due to his long-standing experience as the former CEO of artnet and as an art dealer.

Additional Information according to Corporate Governance Code

Mr. Neuendorf is member of the management board of Galerie Neuendorf AG, which is a 27.06% shareholder of artnet AG. Mr. Neuendorf has a family relationship to Jacob Pabst, member of the Management Board of artnet AG. Furthermore, there is a consultancy agreement between Galerie Neuendorf AG and artnet AG with a term until August 2021 with regard to certain activities that are not covered by the Supervisory Board mandate.

Apart from that, in the opinion of the Supervisory Board, Mr. Neuendorf does not have any other personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance with the German Corporate Governance Code. In the opinion of the Supervisory Board, Mr. Neuendorf is able to commit the time expected to be needed for his work as member of the Supervisory Board of artnet AG.

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Dr. Pascal Decker

Year of Birth • 1970

Profession • Independent attorney

Place of Residence • Berlin, Germany

Current Member of the Supervisory Board (artnet AG) • Member of the Supervisory Board since August 2018 • Elected until the conclusion of the Shareholders’ Meeting that resolves the discharge for the 2019 fiscal.

Membership in Other Statutory Supervisory Boards or in Comparable Domestic or Foreign Supervisory Bodies of Business Enterprises • Dr. Decker is chairman of the Supervisory Board of aktiengesellschaft TOKUGAWA in liquidation since 2005. • Dr. Decker is not a member of a comparable supervisory body of a corporation in Germany or abroad.

Career, Qualification, and Significant Activities in Addition to the Supervisory Board Mandate • Dr. Decker studied in Berlin, Edinburgh and Boston and completed his legal clerkship in Berlin and Lyon. He received his doctorate in broadcasting constitutional law from Professor Michael Fehling at the Bucerius Law School in Hamburg. • After several years with Boehmert & Boehmert in Berlin and Potsdam, he founded dtb rechtsanwälte in the spring of 2004 (focus on foundation, inheritance and estate planning as well as copyright and design law and trademark support). • From 2006 to 2014 he was chairman of KW Freunde e.V. • From 2006 to 2018, Dr. Decker was a member of the Management Board of the Brandenburger Tor Foundation, since 2014 as managing director. • Since May 2020 he is Co-Managing Director of the legeARTIS GmbH, a limited liability company, having its seat in Cologne, Germany.

Additional Information according to Corporate Governance Code • In the opinion of the Supervisory Board, Dr. Decker is able to commit the time expected to be needed for his work as member of the Supervisory Board of artnet AG and, with the exception of his mandate as member of the Supervisory Board of artnet AG, does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance with the German Corporate Governance Code.

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Prof. Dr. Michaela Diener

Year of Birth • 1958

Profession • Art historian / Professor of art and design history at the University of Applied Sciences, Hamburg (Hochschule für Angewandte Wissenschaften Hamburg - HAW Hamburg)

Place of Residence • Berlin

Membership in Other Statutory Supervisory Boards or in Comparable Domestic or Foreign Supervisory Bodies of Business Enterprises • Prof. Dr. Diener is neither a member of any other statutory Supervisory Board nor of a comparable supervisory body of a corporation in Germany or abroad.

Career, Qualification, and Significant Activities in Addition to the Supervisory Board Mandate • Master, Technical University Berlin (Technische Universität Berlin), „Adolph von Menzel. Ein Staatsbegräbnis und seine politische Bedeutung.“, 1990 • Doctorate, Technical University Berlin (Technische Universität Berlin), „Ein Fürst der Kunst ist uns gestorben. Adolph von Menzels Nachruhm im Kaiserlichen Deutschland (1905-1910)“, 1997 • Professorship of art and design history at the University of Applied Sciences, Hamburg (Hochschule für Angewandte Wissenschaften Hamburg), since 2008 • Vice dean, 2011-2016 • Lecturer at the University of Applied Science Berlin (Hochschule für Technik und Wirtschaft Berlin), 2001-2007 • Internationales Design-Zentrum Berlin e.V.: Raymond Loewy. Pionier des amerikanischen Industriedesigns (1990/91), Verzeichnis der Designerinnen und Designer aus den neuen Bundesländern einschließlich Berlin (1992/94) • Berliner Festspiele GmbH: Europa und der Orient (1990); Jüdische Lebenswelten (1991); Sieben Hügel. Bilder und Zeichen des 21. Jahrhunderts (1996-2000), Berlin/Moskau (2003) Gründungsmitglied und Vorstandsvorsitzende des Vereins, „Neues Bilderbuch e.V.“, since 2018

Additional Information according to Corporate Governance Code • In the opinion of the Supervisory Board, Prof. Dr. Diener is able to commit the time expected to be needed for her work as member of the Supervisory Board of artnet AG and, with the exception of his mandate as member of the Supervisory Board of artnet AG, does not have any personal or business relationships with artnet AG or its Group companies, the governing bodies of artnet AG or any major shareholder of artnet AG which shall be disclosed in accordance with the German Corporate Governance Code.

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CVs of the candidates for the Supervisory Board proposed by the shareholder Weng Fine Art AG (Item 5.2)

Rüdiger K. Weng

[based on information provided by Weng Fine Art AG]

Profession • CEO Weng Fine Art AG • Chairman of the Board of Directors of WFA Online AG • Managing Director of Rüdiger K. Weng A+A GmbH

Place of Residence • Düsseldorf

Career, Qualification, and Significant Activities in Addition to the Supervisory Board Mandate • Until 1994 mainly active in stock exchange trading and asset management Continued working as an analyst for an insolvency administrator In addition, owner of various companies that were active in the collector market1994 Gründung der Rüdiger K. Weng Fine Art e.K. • 1994 Foundation of the Rüdiger K. Weng Fine Art e.K. • 2004 Foundation of Weng Fine Art AG Responsible for strategy, purchasing, sales, financing, legal and tax • 2012 IPO of Weng Fine Art AG The company is currently the only listed art trading company in the world. • 2014 Foundation of WFA Online AG Responsible for strategy and financing The e-commerce company WFA Online AG is today considered the most profitable company in the art internet business. To date, Rüdiger K. Weng has sold more than 21,000 works of art on the art market through his two companies. 60 % of the sales in 2019 took place at the e-commerce company WFA Online AG. - 32 -

Christian W. Röhl

[based on information provided by Weng Fine Art AG]

Profession • Entrepreneur, Investor, Speaker • Röhl Capital GmbH, Managing Partner

Place of Residence • Berlin

Membership in Other Statutory Supervisory Boards or in Comparable Domestic or Foreign Supervisory Bodies of Business Enterprises • Mr. Röhl has been a Member of the Supervisory Board of Weng Fine Art AG since 2011 and Chairman of the Supervisory Board of Weng Fine Art AG since 2018

Career, Qualification, and Significant Activities in Addition to the Supervisory Board Mandate • For more than 20 years, active as an entrepreneur and investor in between the financial market and (online) media - including support and implementation of numerous capital market transactions (startups, capital increases, IPOs, listings, company sales, MBOs). Advisory services for international investment banks and capital investment companies as well as the establishment of digital information platforms and social media channels. • Author of numerous publications on investment and financing topics (current manager- magazine bestseller „Cool bleiben und Dividende kassieren“, Finanzbuch Verlag München) • Since 2006, Chairman of the Advisory Board of the isf Institute for Strategic Finance (formerly: Deutsches Institut für Portfolio-Strategien) at FOM University • Since 2011, Member of the Supervisory Board of Weng Fine Art AG - since 2018 Chairman of the Supervisory Board Since 2018, AGM speaker for DSW Deutsche Schutzvereinigung für Wertpapierbesitz e.V.