Hassanein Hiridjee/Director

0001104659-25-082968.txt : 20250826 0001104659-25-082968.hdr.sgml : 20250826 20250826130653 ACCESSION NUMBER: 0001104659-25-082968 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20250826 DATE AS OF CHANGE: 20250826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jumia Technologies AG CENTRAL INDEX KEY: 0001756708 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90984 FILM NUMBER: 251255386 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: SKALITZER STRASSE 104 CITY: BERLIN PROVINCE COUNTRY: 2M ZIP: 10997 BUSINESS PHONE: 0033668328384 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: SKALITZER STRASSE 104 CITY: BERLIN PROVINCE COUNTRY: 2M ZIP: 10997 FORMER COMPANY: FORMER CONFORMED NAME: Africa Internet Holding GmbH DATE OF NAME CHANGE: 20181023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Axian Telecom CENTRAL INDEX KEY: 0002069822 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 1231 LEGAL ENTITY IDENTIFIER: 984500C6FIA50FZSE337 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: STANDARD CHARTERED TOWER, 19 CYBERCITY STREET 2: C/O DTOS LTD,10TH FLOOR CITY: EBENE PROVINCE COUNTRY: O4 ZIP: 00000 BUSINESS PHONE: 230-549-667-00 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: STANDARD CHARTERED TOWER, 19 CYBERCITY STREET 2: C/O DTOS LTD,10TH FLOOR CITY: EBENE PROVINCE COUNTRY: O4 ZIP: 00000 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001104659-25-055044 0002069822 XXXXXXXX LIVE 2 Ordinary Shares, no par value, American Depositary Shares, each representing two Ordinary Shares 08/25/2025 false 0001756708 48138M105 Jumia Technologies AG

Skalitzer Strasse 104 Berlin 2M 10997

Axian Telecom 971559272635 Standard Chartered Tower, 19 Cybercity c/o DTOS Ltd., 10th Floor Ebene O4 72201 0002069822 N Axian Telecom b BK OO N O4 0.00 24427676.00 0.00 24427676.00 24427676.00 N 9.97 CO (1) Axian Telecom Holding and Management PLC ("ATHMP"), as the sole shareholder of Axian Telecom ("Axian"), may be deemed to have shared beneficial ownership over the Ordinary Shares, no par value per share (the "Ordinary Shares"), of Jumia Technologies AG (the "Issuer"), a company incorporated under the laws of the Federal Republic of Germany, beneficially owned by Axian. Hassanein Hiridjee, as the sole shareholder of ATHMP, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by ATHMP and Axian. (2) Reflects 24,427,676 Ordinary Shares; each of the Issuer's American Depositary Shares ("ADSs") represent two Ordinary Shares. The percentage reflected in row 13 in the table above is calculated on the basis of 244,925,650 Ordinary Shares outstanding as of December 31, 2024, as reflected in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 7, 2025. Y Axian Telecom Holding and Management PLC b OO N C0 0.00 24427676.00 0.00 24427676.00 24427676.00 N 9.97 CO (1) ATHMP as the sole shareholder of Axian, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Axian. Hassanein Hiridjee, as the sole shareholder of ATHMP, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by ATHMP and Axian. (2) Reflects 24,427,676 Ordinary Shares; each of the Issuer's ADSs represent two Ordinary Shares. The percentage reflected in row 13 in the table above is calculated on the basis of 244,925,650 Ordinary Shares outstanding as of December 31, 2024, as reflected in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 7, 2025. Y Hassanein Hiridjee b OO N I0 0.00 24427676.00 0.00 24427676.00 24427676.00 N 9.97 IN (1) ATHMP as the sole shareholder of Axian, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Axian. Hassanein Hiridjee, as the sole shareholder of ATHMP, may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by ATHMP and Axian. (2) Reflects 24,427,676 Ordinary Shares; each of the Issuer's ADSs represent two Ordinary Shares. The percentage reflected in row 13 in the table above is calculated on the basis of 244,925,650 Ordinary Shares outstanding as of December 31, 2024, as reflected in the Issuer's Form 20-F filed with the Securities and Exchange Commission on March 7, 2025. Ordinary Shares, no par value, American Depositary Shares, each representing two Ordinary Shares Jumia Technologies AG Skalitzer Strasse 104 Berlin 2M 10997 This Amendment No. 2 to the Schedule 13D filed with the Securities and Exchange Commission on August 26, 2025 amends and supplements Item 4, Item 5 and Item 7. The Reporting Persons beneficially own 12,213,838 ADSs and do not own any Ordinary Shares. For the purposes of this Schedule 13D, the Reporting Persons have illustrated their ownership and trading history in Ordinary Shares. Item 4 of this Schedule 13D is hereby amended and supplemented by the following: The Issuer's Supervisory Board (the "Board") has recommended and approved the filing of, and the Issuer's Management Board (the "Management Board") has filed, a petition with the Local Court of Charlottenburg, Berlin, Germany (the "Court") to appoint Hassanein Hiridjee, one of the Reporting Persons, to the Board (the "Petition"). Hassanein Hiridjee has expressed his support for the Petition and willingness to accept the appointment as a member of the Board. A copy of the Petition is attached hereto as Exhibit 3. The Reporting Persons are engaging, and may continue to engage, in discussions with the Board and the Management Board concerning the foregoing. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board, other stockholders or the Issuer or other third parties regarding such matters. Item 5(a) of this Schedule 13D is hereby amended and supplemented by the following: As of the date hereof, Axian owns 12,213,838 ADSs, which may be exchanged for Ordinary Shares on a two-for-one basis representing approximately 9.97% of the Ordinary Shares outstanding. Item 7 of this Schedule 13D is hereby amended and supplemented by the following: 1. Annex B - 60-Day Trading History 3. The Petition to the Court Concerning the Appointment of Hassanein Hiridjee to the Board Axian Telecom /s/ Hassanein Hiridjee Hassanein Hiridjee/Director 08/26/2025 Axian Telecom Holding and Management PLC /s/ Hassanein Hiridjee Hassanein Hiridjee 08/26/2025 Hassanein Hiridjee /s/ Hassanein Hiridjee Hassanein Hiridjee 08/26/2025 EX-99.B 2 tm2523326d1_annex-b.htm ANNEX B

ANNEX B

Annex B is hereby amended and supplemented as follows:

60-Day Trading History

Trade Date

Ordinary Shares

Purchased/(Sold)^*

Weighted Average Price
Per Share

Name of Entity

06-27-2025

688,638

1.6731

Axian Telecom

06-30-2025

398,296

1.7895

Axian Telecom

The Reporting Persons beneficially own ADSs, each representing two Ordinary Shares, and do not own any Ordinary Shares. For the purposes of this Schedule 13D, the Reporting Persons have illustrated their ownership and trading history in Ordinary Shares.

EX-99.3 3 tm2523326d1_ex3.htm EXHIBIT 3

Exhibit 3

CONVENIENCE TRANSLATION ONLY

Noerr PartGmbB / Charlottenstraße 57 / 10117 Berlin To the Local court of Charlottenburg – Register court – electronic filing		Anne-Kristin Schiller Rechtsanwältin Noerr Partnerschaftsgesellschaft mbB Rechtsanwälte Steuerberater Wirtschaftsprüfer Charlottenstraße 57 10117 Berlin Germany noerr.com

Berlin, 25. August 2025 Jumia Technologies AG (HRB 203542 B) Application for appointment of a member of the supervisory board by court pursuant to Section 104 (2) sentence 1 AktG		T +49 30 20942000 (ext.) T +49 30 20942000 F +49 30 20942094 Anne-Kristin.Schiller@noerr.com Our Ref: SLR/MBRA



In the commercial register case of Jumia Technologies AG with seat in Berlin, registered with the commercial register of the local court of Charlottenburg under HRB 203542 B ("Company") we hereby apply, by proxy of all members of the management board of the Company ("Management Board"), namely Francis Dufay and Antoine Maillet-Mezeray, on behalf of the Management Board to appoint with immediate effect one (1) new member of the supervisory board by the local court of Charlottenburg pursuant to Section 104 (2) sentence 1 AktG to supplement the supervisory board of the Company. The proper authorization by the members of the Management Board is hereby assured.

48260961 Page 1/4 Confidential		Noerr Partnerschaftsgesellschaft mbB has its registered office in Munich, Germany, and is entered in the partnership register of the Local Court in Munich, Germany (Amtsgericht Muenchen) under no. PR 512. For further information, please refer to noerr.com. For information on data protection at Noerr, please refer to noerr.com/data-protection. Further details overleaf

CONVENIENCE TRANSLATION ONLY

Motion

We hereby apply

to appoint Hassanein Shahreza Hiridjee, born on 24 March 1975, citizen of France, resident of Antananarivo, Madagascar, Director of the Board of Axian Telecom, a company organized in Mauritius, with principal business address at Standard Chartered Tower, 10th Floor, 19 Cybercity, Ebène, Mauritius,

as a member of the supervisory board of the Company with immediate effect pursuant to Section 104 (2) sentence 1 of the German Stock Corporation Act (Aktiengesetz; “AktG”) for the period until the end of the annual general meeting which decides on the discharge of the supervisory board members of the Company for the financial year 2025 and which is expected to take place in June 2026.

Grounds for the motion

Where, for a period longer than three months, the supervisory board is comprised of fewer members than the number stipulated by the law or in the articles of association, the court is to appoint the additional members, upon a corresponding motion having been filed, until the full number is obtained (Section 104 (2) sentence 1 AktG).

According to Section 8 (1) of the Company's articles of association ("Articles of Association"), the supervisory board of the Company (“Supervisory Board”) consists of six (6) members who are elected by the general meeting. The current Articles of Association are attached to this letter as Annex 1. The Company is not subject to employee co-determination in accordance with co-determination regulations.

The Supervisory Board currently consists of only four (4) members, as

–

Ms. Elizabeth J. Huebner resigned as a member of the Supervisory Board with effect as of 13 September 2024 and

–

Ms. Angela Kaya Mwanza resigned as a member of the Supervisory Board with effect as of 23 June 2025.

The letters of resignation are attached to this letter as Annex 2.

No substitute members (Ersatzmitglieder) have been appointed. No other persons have been appointed to the Supervisory Board since Ms. Elizabeth J. Huebner resigned from office.

Due to the resignation of Ms. Elizabeth J. Huebner, the Supervisory Board has had one (1) member less than the number stipulated in the Articles of Association for more than three months.

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. The minutes of the annual general meeting of the Company on 19 June 2025 are attached to this letter as Annex 3.

48260961

Page 2/4

Confidential

CONVENIENCE TRANSLATION ONLY

The Company's next annual general meeting is expected to take place in June 2026. 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. Against this background, the appointment of a further member of the Supervisory Board by court is required.

The appointment of the proposed Supervisory Board member by the court is therefore requested.

Information on the proposed Supervisory Board member

Our proposed Supervisory Board member Hassanein Shahreza Hiridjee ("Candidate") is a Director of the Board of Axian Telecom, a company organized in Mauritius, with principal business address at Standard Chartered Tower, 10th Floor, 19 Cybercity, Ebène, Mauritius, ("Axian"). Axian recently became the largest shareholder of the Company in May 2025. The Candidate, being both a Director and the indirect majority shareholder of Axian, has a significant vested interest in fostering the continued growth and success of the Company. Due to his personality, his own professional experience and expertise as well as his activities for Axian, the Candidate is very well suited for the office as member of the Supervisory Board. The Candidate has many years of professional experience in the business areas relevant to the Company. A brief curriculum vitae of the Candidate, which demonstrates his respective expertise, as well as a list of the supervisory bodies of which the Candidate is currently a member, are attached to this application as Annex 4. As indicated therein, the Candidate currently serves on the boards of 28 companies. This includes a directorship at Axian, the parent company of the Axian Group, and 27 board positions at fully consolidated subsidiaries of Axian. All entities in which the Candidate holds board positions, including Axian, are incorporated and headquartered outside of Germany. None of these have a two-tier board structure and therefore operate with one-tier boards. In his roles, the Candidate is able to exercise significant influence over the day-to-day management of each of these companies. Consequently, these positions are not equivalent to those of a supervisory board member under German law.

The Candidate has declared his willingness to accept the office as a member of the Supervisory Board in the event of his appointment by the court and assures that there are no obstacles to his appointment as a member of the Supervisory Board pursuant to Sections 100 and 105 AktG. The written declaration of acceptance of the Candidate together with the assurance is attached to this motion as Annex 5.

Delivery Note

As Mr. Hassanein Shahreza Hiridjee resides abroad, in his declaration of acceptance, which is attached as Annex 5, he has authorized the signatory as his authorized recipient to accept his appointment as a member of the Supervisory Board on his behalf.

48260961

Page 3/4

Confidential

CONVENIENCE TRANSLATION ONLY

We therefore request that his appointment is sent to the undersigned at the following address: Anne-Kristin Schiller, Noerr Partnerschaftsgesellschaft mbB, Charlottenstraße 57, 10117 Berlin.

We hereby declare that we are liable for the court fees incurred in connection with this application.

If you have any queries, please contact the undersigned by telephone on +49 30 20942439.

Yours sincerely,

Noerr Partnerschaftsgesellschaft mbB

Anne-Kristin Schiller

Rechtsanwältin

Annexes:

–

Articles of Association of the Company as Annex 1;

–

Letters of resignation of Ms. Elizabeth J. Huebner and Ms. Angela Kaya Mwanza as Annex 2;

–

Minutes of the annual general meeting of the Company held on 19 June 2025 as Annex 3;

–

Curriculum vitae of Mr. Hassanein Shahreza Hiridjee as Annex 4;

–

Written declaration of acceptance by Mr. Hassanein Shahreza Hiridjee including assurance as Annex 5.

48260961

Page 4/4

Confidential

GRAPHIC 4 image_001.jpg GRAPHIC begin 644 image_001.jpg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