6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2018.

Commission File Number: 001-38252

Spark Networks SE

(Translation of registrant's name into English)

Kohlfurter Straße 41/43

Berlin 10999

Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x   Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

Annual General Meeting of Shareholders

Attached hereto as Exhibit 99.1 is the invitation to the Annual General Meeting of Spark Networks SE (the “Company”) to be held on June 5, 2018, at 10:00 a.m. (CEST) at the Radisson Blu Hotel, Karl-Liebknecht-Strasse 3, 10178 Berlin, which invitation was mailed to shareholders of the Company. Attached hereto as Exhibit 99.2 is the Report of the Administrative Board of the Company which was provided to shareholders along with the meeting invitation. Additional meeting materials are available on the Company’s website at http://investor.spark.net/shareholder-services/annual-meeting.

Exhibit Index

Exhibit No.	Description
99.1	Invitation to the Annual General Meeting of Spark Networks SE
99.2	Report of the Administrative Board of Spark Networks SE

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPARK NETWORKS SE
Date: May 17, 2018	By:	/s/ Robert O’Hare
		Name: Robert O’Hare
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Convenience Translation.

The German language version shall prevail in the event of any dispute or ambiguity.

  

Spark Networks SE

Munich

ISIN DE000A2E4RU2

ISIN DE000A2G9KZ3

ISIN DE000A2H5188

ISIN US8465171002 (ADR)

Invitation to the Annual General Meeting

We hereby invite our shareholders to the Annual General Meeting of
Spark Networks SE with registered seat in Munich to be held on

Tuesday, 5 June 2018, at 10.00 a.m. (CEST),

at Radisson Blu Hotel, Karl-Liebknecht-Strasse 3, 10178 Berlin.

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I. AGENDA

1. Presentation of the adopted Annual Financial Statements for 31 December 2017 and the report of the Administrative Board for the 2017 financial year

The above mentioned documents are available on the Company’s website at

http://investor.spark.net/shareholder-services/annual-meeting

and are laid out in the offices of the Company (Kohlfurter Straße 41/43, 10999 Berlin) for inspection by the shareholders from as of the day of the convening of the Annual General Meeting. They will also be sent to the shareholders by e-mail on request. In addition, the said documents will be available at the Annual General Meeting and will be explained in more detail there.

In accordance with the statutory provisions, no resolution of the Annual Generals Meeting is proposed for this agenda item 1 because the Administrative Board has already approved the annual financial statements for the financial year 2017 and the annual financial statements for the financial year 2017 is thereby approved according to Art. 9 ss. 1 c) ii), Art. 10 SE-Regulation in connection with Sec. 172 Stock Corporation Act. Approval of the annual financial statements for the financial year 2017 by the Annual General Meeting is therefore not required according to Art. 9 ss. 1 c) ii), Art. 10 SE-Regulation in connection with Sec. 173 Stock Corporation Act. For the remaining documents referred to under this agenda item, the statutory law provides only for general information to the shareholders but no resolution by the General Meeting.

For information purpose a Form 20-F will be made accessible on the Company’s website which contains consolidated financial information according to US IFRS standards.

2. Resolution on the discharge of the members of the Administrative Board for the 2017 financial year

The Administrative Board proposes that discharge be granted to the Administrative Board members in office in the financial year 2017 for the said period.

3. Resolution on the discharge of the Managing Directors for the 2017 financial year

The Administrative Board proposes that discharge be granted to the Managing Directors in office in the financial year 2017 for the said period.

4. Election of the Auditor for the Financial Statements and for the Consolidated Financial Statements as well as for review of interim reports

KPMG AG Wirtschaftsprüfungsgesellschaft, Niederlassung Leipzig, Münzgasse 2, 04107 Leipzig, will be elected as auditor for the parent-company and consolidated financial statements for the 2018 fiscal year and for any required auditors‘ review of interim financial reports for the 2018 fiscal year and for any auditors review of interim financial reports for the 2019 fiscal year issued before the 2019 Annual General Meeting.

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5. Resolution on the election of Administrative Board members and substitute members

According to Art. 43 ss. 2 und ss. 3 SE-Regulation and Sec. 23 SE-Implementation Act (SEAG) in connection with Sec. 10 ss. 1 sentence 2 of Articles of Association of the Company in connection with the resolution of the Annual General Meeting on 25 October 2017 (agenda item 6) the Administrative Board of the Company currently consists of seven members elected by the Annual General Meeting. The members of the Administrative Board Clare Johnston and Joshua Keller resigned from office. Two new members are therefore to be elected to the Administrative Board as replacements.

In accordance with the recommendation of the presiding committee, the Administrative Board proposes to elect the following individuals, each with a term beginning from the close of the Annual General Meeting on 5 June 2018 for a period until the close of the Annual General Meeting which resolves on granting discharge to the Administrative Board members for the 2018 fiscal year, however, for a term of six years at the longest, to the Administrative Board of Spark Networks SE:

a) Cheryl Law, Chairman of the Board of Compare.com, a car insurance comparison site serving US consumers in 49 states, residing in San Francisco, California, USA

b) Hermione McKee, Chief Financial Officer Wooga GmbH, residing in Berlin, Germany.

On the proposal of the Administrative Board, the following persons are appointed as substitute members for the above proposed members of the Administrative Board:

c) Laura Lee, digital advisor and senior digital and media executive (self-employed), residing in New York, USA as substitute member for Cheryl Law;

d) Christian Vollmann, Managing Director Good Hood GmbH, residing in Berlin as substitute member for Hermione McKee.

The substitute members will become members of the Administrative Board if the Administrative Board member as whose substitute they were appointed retires before the end of its regular term of office. His/ her office ends if after the substitution situation has occurred a successor for the withdrawing Administrative Board member is elected by way of a by-election, with the close of the Annual General Meeting in which the by-election is resolved on, otherwise with the end of the remaining term of office of the withdrawing Administrative Board member.

With regard to the Administrative Board members proposed for the election, the following information is provided pursuant to Sec. 125 ss. 1 sentence 5 AktG:

None of the proposed Administrative Board members is a member in another domestic supervisory board the establishment of which is required by law.

The following memberships in comparable domestic or foreign controlling bodies of commercial enterprises exist:

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Nominee	Memberships in comparable domestic or foreign controlling bodies  of commercial enterprises
Cheryl Law	n/a
Hermione McKee	n/a
Laura Lee	n/a
Christian Vollmann	Inkitt GmbH; One Week Experience e.V.

In the Administrative Board’s assessment, no personal or professional relationships within the meaning of Section 5.4.1 of the German Corporate Governance Code exist between the proposed candidates and Spark Networks SE, its group companies or the executive bodies of Spark Networks SE, except that Christian Vollmann is an indirect shareholder of Spark Networks SE (via Mercution GmbH) and he is an investor in Sunshine Smile GmbH, a company closely associated with David Khalil, the chairman of the Administrative Board of Spark Networks SE.

The election proposals of the Administrative Board observe statutory requirements as well as the objectives determined by the Administrative Board of Spark Networks SE regarding its composition. The Administrative Board has assured itself with regard to each proposed candidate that the candidate can devote the expected amount of time required to fulfil his/her duties as member of the Administrative Board.

Short CV and further information regarding the Administrative Board candidates can be obtained at the Company’s website at

http://investor.spark.net/shareholder-services/annual-meeting.

It is intended to have the General Meeting of Shareholders decide on the elections to the Administrative Board by way of separate ballot.

6. Resolution on the amendment to the Articles of Association with regard to the change of the object of the company

To provide legal certainty the holding activity of the company shall be mentioned in Sec. 3 para. 1 AoA as main activity. Therefore the registered object of the company is to be adapted.

Sec. 3 para 1 and 2 AoA of Spark Network SE currently reads as follows:

“(1) The object and purpose of the Company is

- the operation and the provision of services in particular in the areas of matchmaking, dating and contact initiation;

- the development, operation and marketing of software, maintenance of networks of contacts, design and creation of computer programs for data processing and tracking;

- the design and creation of homepages and Internet web sites, communication services and entertainment services;

- the arranging and conducting of social events, advertising and marketing services and e-commerce activity.

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(2) The Company is entitled to carry out all transactions and actions which are related to the aforementioned lines of business or otherwise appropriate to serve directly or indirectly the objects of the Company.”

The Administrative Board proposes the following resolution:

Sec. 3 para 1 and para 2 AoA of Spark Networks SE is amended to read as follows:

“(1) The object and purpose of the Company is the investment in as well as the establishment and managing of companies or the administration of equity interests in companies as well as the provision of administrative and holding functions for its affiliated companies that operate in the following business areas or parts thereof:

- the operation and the provision of services in particular in the areas of matchmaking, dating and contact initiation;

- the development´, operation and marketing of software, maintenance of networks of contacts, design and creation of computer programs for data processing and tracking;

- the design and creation of homepages and Internet web sites, communication services and entertainment services;

- the arranging and conducting of social events, advertising and marketing services and e-commerce activity.

Activities which require approval under the Capital Investment Code (KAGB) or the Banking Act (KWG) are excluded.

(2) The Company is entitled to carry out itself activities and operations in the aforementioned lines of business. The Company is entitled to carry out all transactions and actions which are related to the aforementioned lines of business or otherwise appropriate to serve directly or indirectly the objects of the Company.”

II. FURTHER INFORMATION

1. Total number of shares and voting rights

The Company’s share capital at the time of convocation of this Annual General Meeting amounts to 1,316,866. The capital stock is subdivided into € 1.316.866 registered ordinary shares with no par value, each granting one vote. The total amount of voting rights thus amounts to 1,316,866 voting rights. The Company at the time of the calling of the General Meeting indirectly holds 23,667 of its own shares which do not grant voting rights.

2. Participation in the General Meeting and exercise of voting rights

Shareholders who are entered in the share register and have given notice in due time to the company of their intention to attend are entitled to participate in the General Meeting and exercise their voting rights. Such notification must be received by the company by no later than 29 May 2018 in writing or in text form (s. Sec. 126b BGB) or by telefax or by e-mail to the following address:

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Spark Networks SE

c/o Link Market Services GmbH

Landshuter Allee 10

80637 Munich

Germany

or by telefax to: +49 (0) 89 210 27 288

or by e-mail to: namensaktien@linkmarketservices.de

Upon receipt of registration, admission tickets for the Annual General Meeting will be sent to the shareholders or their nominated proxy by the registration office. Unlike registration for the Annual General Meeting, admission tickets are merely organizational aids and are not a prerequisite for participation in the Annual General Meeting or the exercise of voting rights.

Pursuant to Sec. 67 ss. 2 sentence 1 Stock Corporation Act, only those who are listed in the share register are considered shareholders of the company. As a result, the status of the entries in the share register on the day of the General Meeting is decisive for determining the right to participate as well as the number of votes the authorized participant is entitled to. For technical processing reasons, however, no changes to the share register will be carried out (“registration stop”) between the end of 29 May 2018 (“technical record date”), and the conclusion of the General Meeting. Therefore, the entry status in the share register on the day of the General Meeting will correspond to the status after the last change of registration on 29 May 2018. The registration stop does not mean the shares are blocked for disposal. Share buyers whose change of registration requests are received by the company after 29 May 2018 however, cannot de facto exercise the rights to participate and vote on the basis of these shares, unless they have obtained a power of attorney to do so or an authorization to exercise such rights. In such cases, participation and voting rights are retained by the shareholder entered in the share register until the change of registration. All buyers of the company’s shares who are not yet registered in the share register are therefore requested to submit change of registration requests in due time.

3. Exercise of voting rights by authorized representatives

Shareholders registered in the share register may also be represented and have their voting rights exercised by an authorized representative (proxy) – for example, a bank or a shareholders’ association. The issue of the power of attorney, its cancellation and proof of the proxy authorization vis-à-vis the company are required, in principle, in text form if the power of attorney to exercise the voting right is granted neither to a bank, or an institution or company with an equivalent status pursuant to Sec. 135 ss. 10 Stock Corporation Act in conjunction with Sec. 125 ss. 5 Stock Corporation Act, nor to a shareholders’ association, or another person with an equivalent status pursuant to Sec. 135 ss. 8 Stock Corporation Act.

Registration in due time for the General Meeting is necessary to be able to issue powers of attorney (proxy authorization).

If powers of attorney to exercise voting rights are issued to banks, to institutions or companies with an equivalent status pursuant to Sec. 135 ss. 10 Stock Corporation Act in conjunction with Sec. 125 ss. 5 Stock Corporation Act or to shareholders’ associations or other persons with an equivalent status pursuant to Sec. 135 ss. 8 Stock Corporation Act, the requisite form for these is specified, where appropriate, by the recipients.

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The company also offers its shareholders the possibility of being represented by company employees appointed by the company as proxies to exercise shareholders’ voting rights at the General Meeting. These company proxies will only vote in accordance with the instructions issued to them. The power of attorney and the instructions must be sent in text form to the registration address using the options described above.

Details on how to issue a power of attorney and instructions are given in the documents sent to the shareholders.

4. Requesting documents for the General Meeting

Requests for documents for the General Meeting, in particular the documents for Item 1 of the Agenda, can be sent to the following address:

Spark Networks SE

c/o Link Market Services GmbH

Landshuter Allee 10

80637 Munich

Germany

or by telefax to: +49 (0) 89 210 27 288

or by e-mail to: namensaktien@linkmarketservices.de

Documents for and additional information concerning the General Meeting are also accessible through the Internet at

http://investor.spark.net/shareholder-services/annual-meeting.

Furthermore, these documents will be available at the General Meeting and – if necessary – will be explained in more detail.

5. Rights of the shareholders according to Art. 53 and Art. 56 sentence 2 and sentence 3 SE Regulation, Sec. 50 ss. 2 SEAG, Sec. 122 ss. 2, Sec. 126 ss. 1, Sec. 127, Sec. 131 ss. 1 Stock Corporation Act

Addition to the Agenda at the request of a minority according to Art. 56 sentence 2 and sentence 3 SE Regulation, Sec. 50 ss. 2 SEAG, Sec. 122 ss. 2 Stock Corporation Act

Shareholders whose aggregate shareholdings represent five percent of the share capital or the proportionate amount of € 500,000.00 (this corresponds to 500,000 non-par value shares) may request that items be placed on the Agenda and published. The request must be addressed in writing to the Administrative Board of the company and be received by the company at the latest on 5 May 2018. Please send such requests to the following address:

Spark Networks SE

- Administrative Board -

c/o Link Market Services GmbH

Landshuter Allee 10

80637 Munich

Germany

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Each new item of the Agenda must also include a reason or a resolution proposal. The publication and forwarding of requests for additions are carried out in the same way as in the convocation.

Shareholders’ counterproposals and election proposals pursuant to Art. 53 SE-Regulation, Sec. 126 ss. 1, Sec. 127 Stock Corporation Act

The company’s shareholders may submit counterproposals to the proposals of the Administrative Board on specific Agenda Items and election proposals for the election of Administrative Board members or auditors. Such proposals (with their reasons) and election proposals are to be sent solely to:

Spark Networks SE

c/o Link Market Services GmbH

Landshuter Allee 10

80637 Munich

Germany

or by telefax: +49 (0) 89 210 27 298

or by e-mail to: antraege@linkmarketservices.de

Counterproposals must stipulate a reason; this does not apply to election proposals.

Shareholders’ counterproposals and election proposals that fulfill the requirements and are received by the company at the address specified above by 21 May 2018, at the latest, will be made accessible through the website

http://investor.spark.net/shareholder-services/annual-meeting

along with the name of the shareholder and, specifically in the case of counterproposals, the reason and, in the case of election proposals, the additional information to be provided by the Administrative Board pursuant to Sec. 127 sentence 4 Stock Corporation Act, as well as any comments by the Administrative Board.

The Company is not required to make a counterproposal and its reason or an election proposal accessible if one of the exclusionary elements pursuant to Sec. 126 ss. 2 Stock Corporation Act exists, for example, because the election proposal or counterproposal would lead to a resolution by the General Meeting that breaches the law or the Articles of Association or its reason apparently contains false or misleading information with regard to material points. Furthermore, an election proposal need not be made accessible if the proposal does not contain the name, the current occupation and the place of residence of the proposed person as well as his / her membership in other statutory supervisory boards. The reason for a counterproposal need not be made accessible if its total length is more than 5,000 characters.

Notice is given that counterproposals and election proposals, even if they have been submitted to the company in advance in due time, will only be considered at the General Meeting if they are submitted / put forward verbally there. The right of every shareholder to put forward counterproposals on the various Agenda Items or election proposals even without a previous submission to the company remains unchanged.

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Right to obtain information pursuant to Sec. 131 ss. 1 Stock Corporation Act

At the General Meeting, every shareholder may request information from the Administrative Board about company matters insofar as the information is required for a proper evaluation of the relevant matter on the Agenda (cf. Sec. 131 ss. 1 Stock Corporation Act). The duty to provide information covers the company’s legal and business relations with affiliated companies as well as the position of Spark Networks Group and of the companies included in the Consolidated Financial Statements of Spark Networks SE. In principle, requests for information are to be put forward at the General Meeting verbally.

The Administrative Board may refrain from answering individual questions for the reasons specified in Sec. 131 ss. 3 Stock Corporation Act, for example, if providing such information, according to sound business judgement, is likely to cause material damage to the company or an affiliated company. Pursuant to the Articles of Association, the Chair of the General Meeting, over the course of the General Meeting, may determine appropriate restrictions on the speaking time, the time for putting questions and / or the total time available in general for speaking and putting questions or for individual speakers (cf. Sec. 19 ss. 3 sentence 2 of the Articles of Association).

Additional information

Additional information on shareholders’ rights pursuant to Sec. 122 ss. 2, Sec. 126 ss. 1, Sec. 127 and Sec. 131 ss. 1 Stock Corporation Act can be found on the company’s website at

http://investor.spark.net/shareholder-services/annual-meeting.

Holders of American Depositary Shares relating to common stock of the company will receive information regarding the Annual General Meeting via the Bank of New York Mellon, New York, USA (Depositary).

6. Notice on the company’s website

Information pursuant to Sec. 124 a Stock Corporation Act on this year’s Ordinary General Meeting is accessible on the company’s website at

http://investor.spark.net/shareholder-services/annual-meeting.

Following the General Meeting, the voting results will be announced at the same Internet address.

7. Notice on Data Protection

On May 25, 2018, new regulations on data protection take effect in the EU. The protection and compliant processing of your personal data have high priority for us. In our data protection notice you can find detailed information about processing personal data of our shareholders. From 25 May, 2018, you will find the new data protection notice here:

http://investor.spark.net/shareholder-services/annual-meeting.

Berlin, April 2018

Spark Networks SE

The Administrative Board

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EX-99.2

Exhibit 99.2

 

REPORT OF THE ADMINISTRATIVE BOARD

OF

SPARK NETWORKS SE

Dear Shareholders,

The financial year 2017 was of highest strategic relevance for Spark Networks SE (the “Company”). With the close of the cross-border merger of Affinitas GmbH and Spark Networks, Inc. under Spark Networks SE as parent company on 2nd November 2017, we have created a leader in the dating industry with increased scale and a portfolio of well-known brands.

Spark Networks SE was formed on 29^th March, 2017 under the company name “Blitz- 17-655 SE” as shelf company and was acquired by Affinitas GmbH on 12^th April, 2017 for the purpose of becoming the ultimate holding company of the business combination of Spark Networks Inc. in the US and Affinitas GmbH in Germany following the completion of the cross-border merger. In the course of the transaction of the cross-border merger on 24^st August 2017, the company´s name, Blitz- 17-655 SE was changed to Spark Networks SE. Before the merger, Spark Networks SE did not conduct any activities other than those incidental to its formation and the implementation of the business combination under the cross-border merger.

Since the formation of Spark Networks SE on 29^th March, 2017, the management of the SE is the responsibility of a single company organ, the Administrative Board according to the single-tier system pursuant to Art. 43 - 45 SE Regulation, in conjunction with Sections 20 et seq. of the German SE Implementation Act (SE-Ausführungsgesetz, “SEAG”). The Administrative Board manages the Company, determines the Company’s basic business strategies and monitors the implementation of said strategies carried out by the managing directors. The managing directors manage the Company’s business, represent the Company in and out of court and are bound by instructions from the Administrative Board.

From 29^th March, 2017 to 4^th November, 2017, the Administrative Board had only one member. After completion of the merger, the number of the board members of the Administrative Board was increased to a minimum of three members effective as of 4^th November, 2017. The current members of the Administrative Board were elected by the Company's extraordinary general meeting on October 25th, 2017 when the number of board members has been set at seven members. The elected members' regular term ends at the end of the annual general meeting that resolves on the discharge for the financial year 2021.

In the course of the business year 2017, the members of the Administrative Board were in permanent close contact with the managing directors of Spark Networks SE in order to complete the merger on 2^nd November, 2017 and to analyze and assess the Company's situation on a regular basis and to discuss material issues in connection with the Company's business strategy, the post-merger integration process and the planning for the financial year 2018.

Spark Networks SE, Kohlfurter Straße 41/43, 10999 Berlin, Germany

Commercial Register: München, HRB 232591

Tax No. 37/539/50132, VAT ID: DE316294650

Chairman of the Board: David Khalil

Managing Directors: Rob O’Hare, Jeronimo Folgueira Sanchez, Michael Schrezenmaier

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Monitoring and Advising the Management Board 

In the business year 2017, the Administrative Board of Spark Networks SE performed its tasks provided by law, the Articles of Association of the Company, the Rules of Procedure of the Administrative Board, the Charters of the Committees of the Administrative Board, the Corporate Governance Guidelines of the Administrative Board and Code of Ethics of the Company with utmost diligence. The Administrative Board regularly advised and monitored the managing directors of Spark Networks SE with regard to the business operations of the Company, including but not limited to the setup and implementation of the new business combination and the short-term and long-term financial and strategic planning. The Administrative Board also reviewed the risk management and compliance. The Administrative Board stated that the Company has already started elaborating and implementing a compliance and risk management system. In the course of 2017, the Company has not yet implemented a complete Compliance and Risk Management System covering all consolidated companies due to the formation of the combined business at the end of the business year 2017. However, the Administrative Board decided to examine the existing internal processes and to adjust these processes at a group level to the need of the combined business and implement further compliance management measures and a comprehensive risk management system in the course of 2018.

In 2017, the Administrative Board and the managing directors consulted each other with regard to the cross-border merger and Spark Networks SE´s business strategy and regularly discussed the status of the merger and, after its completion, the implementation of the business strategy. The Administrative Board was directly involved in all decisions important to Spark Networks SE already at an early stage and in accordance with law and the Company´s Articles of Association and Rules of Procedure of the Administrative Board. The managing directors regularly, in due time and extensively informed the Administrative Board in writing and orally about the transaction of the merger, the business planning, the course of business, the development strategy as well as the Company´s current situation. The managing directors also addressed any and all deviations in the course of business from the plans, in due time and explained the deviations as well as the required corrective measures. The subject and scope of the managing directors´ reports met the requirements defined by law and the Administrative Board. In addition to the reports, the Administrative Board frequently requested supplementary information from the managing directors. The managing directors attended the Administrative Board meetings in order to provide direct reports and in-person assistance to the Administrative Board when discussing and answering their questions. Any strategical or financial transactions of importance in the course of 2017 that required the Administrative Board’s approval were discussed with the managing directors and reviewed in detail, whereby the focus was on the benefits and the consequences of the respective transaction.

Spark Networks SE, Kohlfurter Straße 41/43, 10999 Berlin, Germany

Commercial Register: München, HRB 232591

Tax No. 37/539/50132, VAT ID: DE316294650

Chairman of the Board: David Khalil

Managing Directors: Rob O’Hare, Jeronimo Folgueira Sanchez, Michael Schrezenmaier

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The entire Administrative Board was extensively informed in the periods between the meetings of the Administrative Board and its committees. In this way the strategy, the current business development, the status of the Company, material issues and decisions were regularly discussed by the managing directors and the Administrative Board. The only member of the Administrative Board and subsequently the Chairman of the Administrative Board was further notified by the managing directors without undue delay of all material events relevant for the Company´s status and management. Before 2^nd November, 2017, the only member of the Administrative Board and after 2^nd November, 2017 the Audit Committee and the Administrative Board reviewed and discussed the quarterly figures and reports of the Company during the financial year 2017. Ms. Clare Johnston resigned as member of the Administrative Board with effect as of 28 November 2017 and, as a consequence, did not attend the in-person meeting on 28/29 November 2017. Apart from that, all members of the Administrative Board attended all meetings.

Topics in Administrative Board Meetings

From the date of formation of the Company in 2017 until 4^th November, 2017, the only member of the Administrative Board passed written resolutions twice. The multiple-member Administrative Board, as elected with effective as of 4th November, 2017, held two meetings in 2017 – one meeting by telephone on November 13, 2017 and one in-person meeting in Berlin on 29/30 November 2017. In addition to that, the Administrative Board passed various resolutions by way of circular voting.

On 12^th April, 2017 and 1^st November, 2017, the only member of the Administrative Board passed resolutions which were required for the completion of the cross-border merger transaction including appointment of the managing directors and the Chairman of the Board, adopting the Rules of Procedure of the Administrative Board and the Charters of the Audit Committee and the Presiding and Nomination Committee, the Code of Ethics, the Supplemental Code of Ethics, the Whistleblower Policy, the Insider Trading Policy and the Corporate Governance Guidelines of the Company and all transactional resolutions necessary for the listing of the Company´s shares (represented by American Depositary Shares) on NYSE American LLC.

On 8^th November, the entire Administrative Board passed a resolution by way of circular voting in connection with the transaction of the merger on approving the certification of all no-par-value shares of the Company for the sole purpose of being held in global custody (Girosammelverwahrung) with Clearsteam Banking AG in one or several global share certificates each with respective global bearer coupon sheet.

On 13^th November, 2017, the entire Administrative Board by conference call among other topics (i) dealt with the new D&O insurances for the new business combination, (ii) elected the members and chairman of the Presiding and Nominating Committee, (iii) appointed Rob O´Hare as managing director of Spark Networks Inc. (subsidiary of Spark Networks SE), (iv) discussed financial reporting requirements of the Company and the way of reporting and form of information package to be provided by managing directors on a monthly basis and (v) discussed the planned financial calendar for 2018.

Spark Networks SE, Kohlfurter Straße 41/43, 10999 Berlin, Germany

Commercial Register: München, HRB 232591

Tax No. 37/539/50132, VAT ID: DE316294650

Chairman of the Board: David Khalil

Managing Directors: Rob O’Hare, Jeronimo Folgueira Sanchez, Michael Schrezenmaier

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On 29^th/30^th November, 2017, the entire Administrative Board met in person in Berlin and among other topics (i) re-elected David Khalil as Chairman of the Administrative Board, (ii) elected Brad Goldberg as vice-chairman of the Administrative Board, (iii) dealt with the service agreement of the managing directors of the Company, (iv) dealt with contracts between the Company and affiliated persons, (v) elected the chairman and members of the Audit Committee, (vi) dealt with and approved a Virtual Stock Option Program for the Group, (vii) dealt with corporate matters of the subsidiary of the Company and (viii) discussed and approved the proposed Budget for 2018. In this meeting the Administrative Board members and the managing directors participated in a corporate law and capital market law compliance workshop where they received training about the latest developments in these areas.

Corporate Governance

In 2017, the Administrative Board discussed and monitored the process and implementation of compliance with the recommendations of the German Corporate Governance Code (Deutscher Corporate Governance Kodex, “DCGK”) taking into consideration the particulars of the Company ́s single-tier system. The Administrative Board addressed and reviewed exceptions to be disclosed in the Company´s declaration of conformity according to Section161 German Stock Corporation Act (Aktiengesetz, AktG).

As a general rule, due to the Company´s single-tier board system, Spark Networks SE (i) applies those provisions of the DCGK to its Administrative Board which, in the two-tier system of a German stock corporation (Aktiengesellschaft), would apply to the Supervisory Board (Aufsichtsrat) and (ii) applies those provisions of the DCGK to its Managing Directors which, in the two-tier system of a German stock corporation (Aktiengesellschaft), would apply to the Management Board (Vorstand), in each case of (i) and (ii) if and to the extent such provisions are applicable against the background of the statutory provisions applicable to Spark Networks SE as an SE with a single-tier governance system pursuant to Art. 43 - 45 SE-VO, in conjunction with Sections 20 et seq. SEAG.

As the shares of the Company are listed on the NYSE American LLC, the Company has adopted corporate governance policies implementing the corporate governance standards set by the New York Stock Exchange Rules. These rules do not completely correspond to the recommendations of the DCGK. As the shares of the Company are not listed on a German stock exchange, a separate German Corporate Governance Report will not be released.

The Managing Directors and the Administrative Board approved their declaration of conformity regarding the recommendations of the Government Commission of the DCGK pursuant to Section 161 German Stock Corporation Act (Aktiengesetz, AktG) on 24^th April, 2018 and will make it permanently available to the shareholders on the Company’s website at www.spark.net upon publication of the 2017 financial statements and the invitation to the 2018 annual general meeting.

Spark Networks SE, Kohlfurter Straße 41/43, 10999 Berlin, Germany

Commercial Register: München, HRB 232591

Tax No. 37/539/50132, VAT ID: DE316294650

Chairman of the Board: David Khalil

Managing Directors: Rob O’Hare, Jeronimo Folgueira Sanchez, Michael Schrezenmaier

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Conflict of Interest

The members of the Administrative Board are required to disclose any potential conflict of interest immediately in accordance with Section 5.5 of the DCGK and securities laws of the United States. In 2017, no such disclosures were made with the exception of Joshua Keller who informed the Administrative Board that Union Square Media, a company closely associated with him, provides services to Spark Networks SE. Joshua Keller did not participate in discussions about the service contract and he abstained from voting when the Administrative Board approved it. Joshua Keller has resigned from office as Administrative Board member with effect as of the end of the general meeting 2018 to avoid any conflict of interest.

Committees

The Administrative Board set up two committees in accordance with the Company´s Articles of Associations after completion of the merger: the Audit Committee and the Presiding and Nominating Committee. Both Committees shall consist of at least three members in accordance with the Articles of Association of the Company and the Rules of Procedure of the Administrative Board taking into consideration the rules of the NYSE American LLC regarding independence of the board members. The Audit Committee is chaired by Colleen Birdnow Brown and the Presiding and Nominating Committee is chaired by Bradley J. Goldberg.

Audit Committee

The Audit Committee is responsible for accounting issues and monitoring the accounting process, the internal control system, the risk management, the compliance and the statutory audit process of the financial statements, as well as, issuance of the audit mandate to the statutory auditors.

The audit committee's activity in the reporting year 2017 focused on monitoring of the accounting process, the financial performance of the combined business, the pre-audit of the annual financial statements of 2017 (Jahresabschluss) according to the German Commercial Code (Handelsgesetzbuch, HGB) and IFRS, and the preparation of the Administrative Board resolutions on these topics.

In 2017, the audit committee held one meeting on November 30, 2017, in which two representatives of KPMG AG, Wirtschaftsprüfungsgesellschaft, the Company's appointed auditor for the reporting year, presented the 2017 audit work plan for the PCAOB audit of the financials prepared under IFRS IASB and the statutory audit of the HGB based financials.

Presiding and Nominating Committee

The Presiding and Nominating Committee is responsible for proposing suitable candidates for managing directors and board members, overseeing the evaluation of the Board and management, including appointment and dismissal and remuneration of the managing directors, reviewing the overall corporate governance of the Company.

Spark Networks SE, Kohlfurter Straße 41/43, 10999 Berlin, Germany

Commercial Register: München, HRB 232591

Tax No. 37/539/50132, VAT ID: DE316294650

Chairman of the Board: David Khalil

Managing Directors: Rob O’Hare, Jeronimo Folgueira Sanchez, Michael Schrezenmaier

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The Presiding and Nominating Committee did not meet during 2017 due to the timing of the merger in November 2017.

Annual Financial Statements/ Consolidated Annual Financial Statements

KPMG AG, Wirtschaftsprüfungsgesellschaft, Münzgasse 2, 04107 Leipzig, which was appointed the Company's financial auditor of the annual financial statements (Jahresabschluss) and the consolidated annual financial statements by the annual general meeting on October 25, 2017. The auditor audited the Company´s statutory annual financial statements prepared in accordance with the German Commercial Code (Handelsgesetzbuch, HGB) and the consolidated annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including the bookkeeping, and issued unqualified audit certificates.

The Audit Committee was closely involved in the audit process and informed on the current state of the audit process and its findings. The audit committee intensively discussed the annual financial statements according to German GAAP and the consolidated annual financial statements according to IFRS, each prepared by the managing directors, as well as the reports of KPMG AG on the audit of the annual financial statements according to German GAAP and the consolidated annual financial statements according to IFRS IASB, with representatives of KPMG AG in the meetings on the 10^th and 24^th of April, 2018. The auditor reported in detail to any and all findings and comprehensively answered questions of the audit committee.

The Administrative Board was kept informed regularly by way of telephone conferences and by e-mails on the process of the preparation of the annual financial statements according to German GAAP and the consolidated annual financial statements according to IFRS, each for the financial year 2017, and on the audit. The Administrative Board reviewed in detail the annual financial statements according to German GAAP and the consolidated annual financial statements according to IFRS, as well as, the audit reports and no objections have been made. The Administrative Board approved the Company's annual financial statements according to German GAAP and the consolidated annual financial statements according to IFRS on 24^th April, 2018 in accordance with Section 47(5) SEAG.

Personnel changes on the Administrative Board

From the date of formation of the Company until 12^th April, 2017, the only member of the Administrative Board was Larissa von Scotti. On 12^th April, 2017, Larissa von Scotti was removed and David Kahlil was elected as the only member of the Administrative Board. At the General Meeting of 25^th October, 2017 (i) David Khalil was removed and re-elected as Administrative Board member and (ii) six new members of the Administrative Board were elected with effect as of November 3, 2017, 24.00h (CET): Bradley J. Goldberg, Jeronimo Folgueira, Colleen Birdnow Brown, Clare Johnston, Joshua Keller and Axel Hefer. Due to urgent personal matters, Clare Johnston could only attend the board meeting held telephonically on 13^th November, 2017 and, subsequently, resigned from her position in the Administrative Board due to personal reasons with effect as of 28^th November, 2017. Joshua Keller resigned from his position in the Administrative Board with effect as of the end of the general meeting 2018 to avoid conflict of interest as described above. 

Spark Networks SE, Kohlfurter Straße 41/43, 10999 Berlin, Germany

Commercial Register: München, HRB 232591

Tax No. 37/539/50132, VAT ID: DE316294650

Chairman of the Board: David Khalil

Managing Directors: Rob O’Hare, Jeronimo Folgueira Sanchez, Michael Schrezenmaier

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The Administrative Board thanks the Managing Directors and all employees of the Group worldwide for all their efforts and achievements in 2017.

Berlin, 24^th April 2018

For the Administrative Board

David Khalil

Chairman of the Administrative Board

Spark Networks SE, Kohlfurter Straße 41/43, 10999 Berlin, Germany

Commercial Register: München, HRB 232591

Tax No. 37/539/50132, VAT ID: DE316294650

Chairman of the Board: David Khalil

Managing Directors: Rob O’Hare, Jeronimo Folgueira Sanchez, Michael Schrezenmaier

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