Ad-hoc: Marley Spoon Group SE – Marley Spoon Group SE: Loss of half of the share capital; Article 480-2 procedure to be addressed at the upcoming Annual General Meeting

Luxembourg, 30 April 2026 – The Management Board of Marley Spoon Group SE (ISIN: LU2380748603, the „Company“) has determined, during the finalization of the stand-alone annual financial statements prepared under Luxembourg GAAP for the 2025 financial year, that the Company’s net assets have fallen below one-half of its subscribed share capital.

Pursuant to Article 480-2 of the Luxembourg Law of 10 August 1915 on commercial companies, the Company is required to submit the question of its possible dissolution to a vote by the shareholders. The Management Board has decided to include this item on the agenda of the Annual General Meeting (AGM) which will take place on or before 30 June, 2026.

In accordance with the law, the Management Board will issue a special report setting out the causes of the financial situation and the measures taken or proposed to remedy it. In this report and at the AGM, the Management Board will explicitly recommend the continuation of the Company’s activities.

The full convening notice for the AGM and the special report will be made available to shareholders within the statutory notice periods.

Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.

Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com