Notice is hereby given that a general meeting of the Company will be held at the Malmaison Hotel, 18-21 Charterhouse Square,
London, EC1M 6AH, United Kingdom, on 19 November 2014 at 9.00 a.m. (GMT). You will be asked to consider and pass the resolution
below, which will be proposed as a special resolution.
To change the name of the Company to ZEAL Network SE and accordingly to vary the Statutes of the Company by deleting Statute
4 and substituting the following:
Tipp24 SE
25 Southampton Buildings
London WC2A 1AL
EXPLANATION OF BUSINESS
The resolution is proposed as a special resolution. This means that for the resolution to be passed, 75% or more of the votes
cast must be in favour of the resolution.
The resolution changes the name of the Company to Zeal Network SE. As the name of the Company is present in the statutes of
the Company, the wording in the statutes needs to be changed as well.
DOCUMENTS ENCLOSED
This notice of meeting is being sent to all members and all CI Holders (as defined in the Company’s statutes) (collectively,
‘Shareholders‘) as well as all members of the Supervisory Board and the Executive Board of the Company, together with an ‘intention to
attend’ form and a proxy form.
ENTITLEMENT TO ATTEND AND VOTE
The Company, pursuant to clauses 75, 76, 121 and 122 of the Company’s statutes, specifies that only those Shareholders entered
in the register of members of the Company or the CI Register (as defined in the Company’s statutes) (collectively, the ‘Registers of Members‘, and each a ‘Register of Members‘) at 6:00 p.m. CEST on 17 November 2014, or, if the general meeting is adjourned, in the appropriate Register of Members
48 hours before the time of any adjourned general meeting, shall be entitled to attend and vote at the general meeting in
respect of the number of shares or CIs registered in their name at that time. Changes to the entries in the Registers of Members
after 6:00 p.m. CEST on 17 November 2014 or, if this general meeting is adjourned, in the Registers of Members less than 48
hours before the time of any adjourned general meeting, shall be disregarded in determining the rights of any person to attend
or vote at the general meeting.
PROXIES
Registered Shareholders may appoint one or more proxies (who need not be a Shareholder) to exercise all or any of their rights
to attend and to speak and vote at the general meeting, provided that each proxy is appointed to exercise the rights attached
to a different share or shares held by his appointer. A Shareholder may appoint a proxy or proxies by completing and returning
the proxy form enclosed with this notice to Tipp24 SE, c/o Computershare Investor Services PLC, PO Box 1075, Bristol BS99
3FA, United Kingdom, or by sending a scan of the proxy form as an attachment to an email, addressed meetingservices@computershare.co.uk.
You may not use any electronic address provided in this notice to communicate with the Company for any purposes other than
those expressly stated.
To appoint more than one proxy, or if you have not received a proxy form, please contact Computershare by email to meetingservices@computershare.co.uk.
IMPORTANT: Your proxy form must be received no later than 9.00 a.m. (GMT) on 17 November 2014.
NOMINATED PERSONS
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information
rights (a ‘Nominated Person‘) may have a right, under an agreement between him and the Shareholder by whom he was nominated, to be appointed (or to have
someone else appointed) as a proxy for the general meeting. If a Nominated Person has no such proxy appointment right or does
not wish to exercise it, he may, under any such agreement, have a right to give instructions to the Shareholder as to the
exercise of voting rights.
The statement of Shareholders’ rights in relation to proxy appointment described above under Proxies above does not apply
to Nominated Persons. Only the Company’s Shareholders may exercise the rights described in those paragraphs.
CORPORATE REPRESENTATIVES
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of
its powers provided that they do not exercise their powers differently in relation to the same shares, in which case the power
is treated as not exercised. Any corporate Shareholder who wishes (or who may wish) to appoint more than one corporate representative
should contact Computershare by email to meetingservices@computershare.co.uk.
TOTAL VOTING RIGHTS
As at 15 October 2014 (being the last practicable date before this notice’s publication) the Company’s issued share capital
consisted of 8,385,088 shares, carrying one vote each. Therefore, the total number of voting rights in the Company as at 15
October 2014 is 8,385,088.
SHAREHOLDERS’ RIGHTS TO ASK QUESTIONS
Any Shareholder attending the general meeting has the right to ask questions. The Company must cause to be answered any such
question relating to the business being dealt with at the general meeting but no such answer need be given if: (i) to do so
would interfere unduly with the preparation for the general meeting or involve the disclosure of confidential information,
(ii) the answer has already been provided on a website in the form of an answer to a question, or (iii) it is undesirable
in the interests of the Company or the good order of the general meeting that the question be answered.
WEBSITE
A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at: www.tipp24.co.uk.
A copy of the Company’s statutes is also available on the Company’s website.
ATTENDING THE GENERAL MEETING
If you wish to attend, please arrive a few minutes early for security and registration formalities. A map of the general meeting’s
location is available at the following URL: www.tipp24.co.uk.
LOCATION
Malmaison Hotel, 18-21 Charterhouse Square, London, EC1M 6AH, United Kingdom, on 19 November 2014.