SCHEDULE: Axian Telecom Seeks Jumia Board Seat Amid Vacancies

Axian Telecom, Jumia's largest shareholder, has initiated a court petition to appoint its director, Hassanein Hiridjee, to Jumia's Supervisory Board.

Summary

• Axian Telecom, along with its parent company and indirect majority shareholder Hassanein Hiridjee, beneficially owns 24,427,676 Ordinary Shares of Jumia Technologies AG, representing 9.97% of the outstanding shares.
• Jumia's Supervisory Board and Management Board have filed a petition with the Local Court of Charlottenburg, Berlin, to appoint Hassanein Hiridjee to the Supervisory Board.
• The appointment is sought because the Supervisory Board currently has only four members, while the Articles of Association require six. Two members, Ms. Elizabeth J. Huebner and Ms. Angela Kaya Mwanza, resigned on September 13, 2024, and June 23, 2025, respectively.
• Jumia's Annual General Meeting on June 19, 2025, rejected a proposal to reduce the board size to five members.
• No extraordinary general meeting is planned to appoint a new member due to associated costs, necessitating a court appointment.
• Axian Telecom recently purchased 688,638 Ordinary Shares on June 27, 2025, at $1.6731 per share and 398,296 Ordinary Shares on June 30, 2025, at $1.7895 per share.

Sentiment

Score: 6

Explanation: The filing indicates a positive step towards strengthening corporate governance by filling vacant board seats with a representative of a major shareholder, which could bring strategic alignment. However, the need for a court petition and previous rejections of board size reduction suggest underlying governance complexities or shareholder disagreements.

Positives

• The appointment of Hassanein Hiridjee, a director and indirect majority shareholder of Axian Telecom (Jumia's largest shareholder), could align strategic interests between the major investor and the company.
• Hiridjee's extensive experience on 28 company boards, particularly in the telecom sector, could bring valuable expertise to Jumia's Supervisory Board.
• Filling the vacant board seats ensures the Supervisory Board meets its statutory requirements and can function effectively.

Negatives

• The need for a court petition to appoint a board member, rather than a shareholder vote, indicates potential governance challenges or disagreements within the company regarding board composition or the cost of an Extraordinary General Meeting (EGM).
• The rejection of the proposal to reduce board size at the Annual General Meeting suggests a lack of consensus among shareholders or between management/board and shareholders on optimal board structure.
• Two board members resigned within a year, indicating potential instability or dissatisfaction at the board level.

Risks

• Potential for ongoing governance challenges if there are underlying disagreements that led to the board vacancies and the need for a court appointment.
• The cost associated with holding an extraordinary general meeting was cited as a reason for not pursuing a shareholder vote, which could indicate financial constraints or a desire to avoid additional expenses.
• Hiridjee's extensive board commitments (28 companies) could raise questions about his capacity to dedicate sufficient time and attention to Jumia's Supervisory Board, although the filing clarifies these are mostly one-tier boards in subsidiaries.

Future Outlook

The reporting persons may continue to engage in discussions with Jumia's Board and Management Board regarding their investment and may formulate future plans or proposals concerning Jumia's strategic direction, subject to applicable law.

Management Comments

• The Issuer's Supervisory Board has recommended and approved the filing of, and the Issuer's Management Board has filed, a petition with the Local Court of Charlottenburg, Berlin, Germany to appoint Hassanein Hiridjee to the Board.
• Hassanein Hiridjee has expressed his support for the Petition and willingness to accept the appointment as a member of the Board.
• The Company's annual general meeting on 19 June 2025 rejected the resolution proposed by the Management Board and Supervisory Board under agenda item 6 to reduce the size of the Supervisory Board to five members.
• Especially with respect to costs associated therewith, it is not intended to hold an extraordinary general meeting of the Company in the near future to appoint an additional member of the Supervisory Board.

Industry Context

This filing highlights the increasing influence of major shareholders in shaping corporate governance, particularly in emerging market e-commerce companies like Jumia, which operates across Africa. The appointment of a representative from a significant telecom player like Axian could signal a strategic pivot or deeper integration with digital infrastructure, a common trend in developing digital economies.

Management Changes

Corporate Governance

Legal Proceedings

• A petition has been filed with the Local Court of Charlottenburg, Berlin, Germany, to appoint Hassanein Hiridjee to the Supervisory Board.

Stakeholder Impact

• Shareholders: The appointment of a representative from the largest shareholder could lead to better alignment of interests and potentially influence strategic decisions. The rejection of the board size reduction at the AGM shows active shareholder engagement.
• Management/Board: The Management Board and Supervisory Board initiated the petition, indicating their support for Hiridjee's appointment to address governance gaps.
• Regulatory Authorities: The filing is a compliance requirement (Schedule 13D/A) and the court petition is a legal process to ensure the company adheres to German corporate law regarding board composition.

Next Steps

• The Local Court of Charlottenburg, Berlin, Germany, will consider the petition for the appointment of Hassanein Hiridjee to Jumia's Supervisory Board.
• The Reporting Persons may continue discussions with Jumia's Board and Management Board regarding their investment.
• Jumia's next Annual General Meeting is expected in June 2026.

Key Dates

Recommendation

The filing indicates a move towards strengthening corporate governance by filling vacant board seats with a representative of a significant shareholder. This could bring strategic alignment and valuable expertise. However, the underlying reasons for the board vacancies and the need for a court petition, coupled with the rejection of a board size reduction by shareholders, suggest potential internal complexities. While the increased ownership and board representation by Axian Telecom are positive, the overall situation warrants a 'hold' as investors assess the impact of these governance changes and the company's future strategic direction.

Keywords

Jumia Technologies AG, Axian Telecom, Hassanein Hiridjee, Supervisory Board, Board Appointment, SEC Filing, Schedule 13D/A, Beneficial Ownership, Corporate Governance, E-commerce Africa