bet-at-home.com AG: invitation to the annual general meeting

bet-at-home.com AG
Düsseldorf

WKN A0DNAY
ISIN DE000A0DNAY5

Invitation to the Virtual Annual General Meeting

We hereby invite the shareholders of bet-at-home.com AG, Düsseldorf, to the

Virtual Annual General Meeting

to be held on Friday, May 26, 2023, at 10:00 a.m.

The Management Board, with the consent of the Supervisory Board, decided on the basis of Section 26n (1) of the Introductory Act to the German Stock Corporation Act (EGAktG) to hold the Annual General Meeting in the form of a virtual Annual General Meeting pursuant to Section 118a (1) sentence 1 of the German Stock Corporation Act (AktG) without the physical presence of shareholders or their proxies (except for the proxy representatives nominated by the Company) at the location of the Annual General Meeting. The physical presence of shareholders and their proxies (except for the proxy representatives nominated by the Company) at the place of the General Meeting is therefore excluded. The Annual General Meeting will be broadcast with vision and sound at a password-protected InvestorPortal for duly registered and legitimised shareholders on the day of the Annual General Meeting. Access to the InvestorPortal can be found at:

https://www.bet-at-home.ag/de/shareholdermeeting

We kindly ask our shareholders and their proxies to pay particular attention to the information contained in Section III of this Notice of Annual General meeting, when exercising their rights.

I. Agenda

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2022, the combined management report for the fiscal year 2022 together with the explanatory report of the Management Board on the disclosures pursuant to Section 289a and Section 315a of the German Commercial Code (HGB), and the report of the Supervisory Board for the fiscal year 2022

The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board. The annual financial statements have been thus adopted. The other aforementioned documents have been made available to the Annual General Meeting in accordance with Section 176 (1) sentence 1 of the German Stock Corporation Act (AktG), without any resolution being required in this respect. The Annual General Meeting therefore does not need to pass a resolution on Agenda item 1.

2. Resolution on the approval of the actions of the Management Board in the fiscal year 2022

The Management Board and the Supervisory Board propose that the actions of the members of the Management Board in the fiscal year 2022 be approved.

3. Resolution on the approval of the actions of the Supervisory Board in the fiscal year 2022

The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in the fiscal year 2022 be approved.

4. Resolution on the appointment of auditors for the audit of the financial statements and the consolidated financial statements for the fiscal year 2023 and for the review of the half-yearly financial report 2023

The Supervisory Board proposes that PKF Fasselt Partnerschaft mbB, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Rechtsanwälte, Duisburg branch, 47059 Duisburg, Germany, be appointed as auditors of the annual financial statements and auditors of the consolidated financial statements for the fiscal year 2023 and as auditors for any review of the condensed interim financial statements and interim management report as of June 30, 2023, in accordance with Section 115 (5) of the German Securities Trading Act (WpHG).

Note:

The Supervisory Board of the Company consists of three members. If the Supervisory Board consists of only three members, it shall also be formed an Audit Committee (cf. Section 107 (4) of the German Stock Corporation Act (AktG)). Pursuant to Art. 16 (2) subpara. 3 of the EU Regulation on statutory auditors or audit firms (Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014), the audit committee shall state that its recommendation pursuant to Art. 16 (2) subpara. 3 of the EU Regulation on statutory auditors or audit firms is free from influence by a third party and that no clause of the kind referred to in Art. 16 (6) of the EU Regulation on statutory auditors or audit firms has been imposed upon it. These requirements apply to the Supervisory Board and its election proposal.

5. Resolution on an amendment to the Articles of Association by inserting § 21 to allow for a virtual general meeting to be held

The “Gesetz zur Einführung virtueller Hauptversammlungen von Aktiengesellschaften und Änderung genossenschafts- sowie insolvenz- und restrukturierungsrechtlicher Vorschriften” (the German Act on the introduction of virtual general meetings at stock corporations and amendment of cooperative, insolvency and restructuring regulations) dated July 20, 2022 (BGBl. I 2022, p. 1166 et seqq.) made it possible to hold general meetings without the physical presence of shareholders or their proxies at the place of the general meeting in future (virtual general meeting).

The Management Board and the Supervisory Board hold the view that the virtual format of the annual general meeting has proven itself in practice in the wake of the COVID-19 pandemic on the basis of the “Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie” (the German Act on measures in the law on companies, cooperatives, associations, foundations and condominiums to combat the effects of the COVID-19 Pandemic) (GesRuaCOVBekG). Moreover, under the German Act on the introduction of virtual general meetings at stock corporations and amendment of cooperative, insolvency and restructuring regulations dated July 20, 2022, the requirements with regards to the virtual general meeting have been significantly changed compared to the German Act on measures in the law on companies, cooperatives, associations, foundations and condominiums to combat the effects of the COVID-19 Pandemic (GesRuaCOVBekG), in order to bring the rights of shareholders at virtual shareholder general meetings even closer to those at general shareholder meetings with the physical presence.

The Management Board and the Supervisory Board are of the opinion that the possibility to hold virtual annual general meetings in future should be kept open in accordance with the new legal requirements. However, the maximum term of authorization, which will be adopted in the Articles of Association, of five years possible under Section 118a (4) sentence 2 of the German Stock Corporation Act (AktG) should not be used, but the authorization should initially be limited to two years after it is registered in the commercial register.

Pursuant to Section 118a of the German Stock Corporation Act (AktG), the Articles of Association may allow for, or authorize the Management Board to allow for, the shareholder meeting to be held without the physical presence of shareholders or their proxies at the place of the general meeting. In the opinion of the Management Board and the Supervisory Board, it would be more efficient not to directly allow by the Articles of Association for a virtual general meeting to be held, but to authorize the Management Board by the Articles of Association to allow for a general meeting to be held as a virtual meeting or as a meeting with the physical presence.

When deciding on the format of a general meeting, the Management Board shall carefully consider which format is in the best interests of the Company and its shareholders and coordinate it with the Supervisory Board. This includes considering and weighing up the fact that there may be agenda items for which, due to their importance, the physical presence of shareholders or their proxies at a general meeting may be more appropriate than the virtual format.

The safeguarding of shareholders' rights will play a central role in the virtual format, as it is planned for the virtual Annual General Meeting to be held on May 26, 2023. Thus, the Management Board has deliberately decided not to use the option of partially shifting the right to ask questions before the meeting in order to bring the virtual format as close as possible to the format of shareholder meetings with the physical presence. Even if an authorization granted by the Annual General Meeting to amend the Articles of Association were to be used in future, from today's perspective the Management Board does not intend to make a partial shift of the right to ask questions before a virtual general meeting, which would limit the right to ask questions at the Annual General Meeting.

The Management Board and the Supervisory Board propose to approve the following resolution:

The following § 21 will be inserted into the Articles of Association of the Company:

"§ 21

Virtual general meeting

The Management Board is authorized to allow for the Annual General Meeting to be held without the physical presence of shareholders or their proxies at the place of the Annual General Meeting (virtual Annual General Meeting). This authorization should be valid for a period of two years after the registration of this provision of the Articles of Association in the commercial register of the Company. All provisions of these Articles of Association for general meetings, including § 19 para. 4, should apply to the virtual general meeting, unless the law mandatorily provides otherwise or these Articles of Association expressly provide otherwise."

6. Resolution on an amendment to the Articles of Association to enable members of the Supervisory Board to participate in the Annual General Meeting by means of video and audio transmission by inserting § 19 para. 5 into the Articles of Association

The members of the Management Board and the Supervisory Board shall participate in the general meeting in accordance with Section 118 (3) of the German Stock Corporation Act (AktG). However, the Articles of Association can provide for certain cases, in which the members of the Supervisory Board can participate in shareholder meetings by means of video and audio transmission. The Company's Articles of Association do not yet contain a corresponding provision. In particular, the experience during the COVID-19 pandemic has revealed that a corresponding option can be useful for factual reasons. Participation of members of the Supervisory Board in the Annual General Meeting by means of video and audio transmission shall therefore be made possible in future within narrow limits, in particular also in the case of Annual General Meetings held as virtual Annual General Meetings.

The Management Board and the Supervisory Board propose to approve the following resolution:

Paragraph 5 should be added to § 19 of the Articles of Association (Chair):

"(5) The Supervisory Board members who do not chair the Annual General Meeting may participate in the Annual General Meeting by means of video and audio transmission, if (i) the physical presence does not appear justifiable, due to health risks for a member in question or other participants, (ii) participation of a member in question at the place of the Annual General Meeting would involve disproportionately high travel expenses, or (iii) the Annual General Meeting is held as a virtual Annual General Meeting. The Supervisory Board members chairing the general meeting shall always be present at the place of the general meeting."

7. Resolution on the authorization to acquire and use treasury shares pursuant to Section 71 (1) No. 8 of the German Stock Corporation Act (AktG) and to exclude the right to tender and the subscription right as well as to cancel treasury shares

The Annual General Meeting of May 18, 2021 authorized the Management Board under Agenda item 7, with the consent of the Supervisory Board, to acquire treasury shares of up to 10% of the share capital existing at the time of the resolution until May 17, 2023. The company has not yet made use of this authorization. Due to the expiry of the authorization at the time of the Annual General Meeting on May 26, 2023, a new authorization to acquire treasury shares shall be granted.

The Management board and the Supervisory board propose to approve the following resolution:

a) Authorization to acquire treasury shares pursuant to Section 71 (1) No. 8 of the German Stock Corporation Act (AktG) and to exclude the right to tender shares

The Management Board shall be authorized, with the consent of the Supervisory Board, to acquire treasury shares until May 25, 2025 for an amount of up to 10% of the share capital of the Company existing when this authorization is granted, or (if this value is lower) 10% of the share capital existing at the time of enforcement of this authorization. In this context, the shares acquired following this authorization, together with other shares of the Company, which the Company has already acquired and still holds or which are attributable to the Company pursuant to Sections 71a et seq. of the German Stock Corporation Act (AktG), should at no time exceed 10 % of the share capital. The authorization should not be used for the purpose of trading in treasury shares.

b) Ways of share acquisition

The shares may be acquired (i) via the stock exchange, or (ii) by means of a public purchase offer or a public invitation to submit offers for sale.

1. If treasury shares are acquired via the stock exchange, the acquisition price per share (excluding incidental acquisition costs) should not be more than 10% above or below the average (arithmetic mean) of the closing prices of the share in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the last three trading days prior to the obligation to acquire.
2. If treasury shares are acquired by means of a public purchase offer or a public invitation to submit offers for sale, the purchase price or the limits of the purchase price range per share (excluding incidental acquisition costs) should not exceed or fall below the average (arithmetic mean) of the closing prices of the share in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the last three trading days prior to the day of publication of the purchase offer or the public invitation to submit an offer for sale by more than 10%.

If, after the publication of the purchase offer or the publication of the invitation to submit an offer to sell, the stock exchange price deviates significantly from the purchase price or the limits of the fixed purchase price range, the offer or the invitation to submit offers to sell is to be adjusted. In this case, the average (arithmetic mean) of the closing prices of the share in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the last three trading days prior to the publication of the adjustment should be used.

If the number of shares tendered or offered for purchase (in the case of equivalent offers) exceeds the existing repurchase volume, the purchase or acceptance should be made with partial exclusion of a tender right of the shareholders in proportion to the respective shares offered.

Preferential acceptance of small numbers of up to 100 shares offered for purchase per shareholder may be provided for, to this extent partially excluding the tender rights of other shareholders. In addition, rounding according to commercial principles may be provided for in order to avoid fractions of shares.

c) Use of treasury shares / exclusion of subscription rights

The Management Board is authorized, with the consent of the Supervisory Board, to use the treasury shares acquired pursuant to this authorization, as follows:

(1) The acquired treasury shares may be sold on the stock exchange or by means of a public offer to all shareholders in compliance with the principle of equal treatment (Section 53a of the German Stock Corporation Act (AktG)).

(2) The acquired treasury shares may be sold to third parties for payment in kind, excluding the shareholders' subscription rights, in particular in connection with mergers and acquisitions of companies, parts of companies and/or participations in companies.

(3) The acquired treasury shares may also be sold in a manner other than via the stock exchange or by means of a public offer to all shareholders, if they are sold for cash at a price, which is not more than 5% lower than the average (arithmetic mean) of the closing prices of the share in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange during the last three trading days before the obligation to sell. The subscription right of the shareholders to acquired treasury shares is excluded to this extent.

(4) The acquired treasury shares may be redeemed without any resolution of the General meeting for the redemption or its implementation. The redemption of no-par value shares should be implemented with or without capital reduction. If the redemption of no-par value shares takes place without capital reduction, the proportion of the remaining shares in the share capital should be increased in accordance with Section 8 (3) of the German Stock Corporation Act (AktG). In this case, the Management Board is authorized to adjust the number of shares of the Company in the Articles of Association (Section 237 (3) No. 3 of the German Stock Corporation Act (AktG)).

The total amount of treasury shares sold under exclusion of subscription rights pursuant to this authorization should not exceed 10% of the share capital, neither in relation to the share capital at the time this authorization becomes effective nor in relation to the time it is exercised. Shares, which (i) were issued or sold during the term of this authorization before or at the same time on the basis of another authorization with exclusion of subscription rights shall be counted towards the aforementioned limit of 10%; furthermore, (ii) there shall be counted those shares, which were issued to service bonds with conversion, or option rights, or an option, or conversion obligation, provided that these bonds were previously or simultaneously issued during the term of this authorization by the Company, or a direct or indirect majority-owned subsidiary of the Company on the basis of a corresponding authorization. The maximum limit reduced in accordance with the above sentences after a deduction should be increased again, when a new authorization to exclude the subscription right pursuant to or in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) approved by the Annual General Meeting becomes effective; namely to the extent that the subscription right pursuant to or in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) is excluded under the new authorization, or in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG), but at most up to an amount that does not exceed 10% of the share capital existing at the time this authorization becomes effective and at the time this authorization is exercised.

d) Further details

The Management Board should determine further details of the respective use of the authorization with the consent of the Supervisory Board. The authorization can be exercised by the Company in whole or in partial amounts, once or several times, for one or several purposes. It may also be used by dependent companies or companies, in which the Company holds a majority interest or by third parties for its or their account.

Notice:

The Management Board prepared a written report on the reasons for the proposed authorization to exclude subscription rights pursuant to Section 71 (1) No. 8, Section 186 (4) sentence 2 of the German Stock Corporation Act (AktG), which is available at:

https://www.bet-at-home.ag/de/shareholdermeeting.

8. Resolution on the approval of the compensation system for the members of the Management Board

Pursuant to Section 120a of the German Stock Corporation Act (AktG), the Annual General Meeting of the listed company shall resolve on the approval of the compensation system for the members of the Management Board presented by the Supervisory Board whenever there is a significant change to the compensation system, but at least every four years. The Annual General Meeting of the Company on May 17, 2022 last approved the compensation system for the members of the Management Board resolved by the Supervisory Board of the Company in the financial year 2022 pursuant to (Compensation System 2022). On March 29, 2023, the Supervisory Board adopted an amended compensation system (Compensation System 2023) for the members of the Management Board.

The Supervisory Board proposes to resolve the compensation system 2023 for the members of the Management Board, which was adopted by the Supervisory Board and presented below under item II. A.

9. Resolution on the approval of the compensation report pursuant to Sec. 162 AktG

Pursuant to Section 162 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of the listed company prepare an annual report on the compensation granted and owed by the company and by companies of the same group (Section 290 of the German Commercial Code (HGB)) to each individual current or former member of the Management Board and Supervisory Board in the past financial year (compensation report). The compensation report for the financial year 2022 prepared by the Management Board and the Supervisory Board was audited by the auditor in accordance with the requirements of Section 162 (3) of the German Stock Corporation Act (AktG). The auditor's report is attached to the compensation report. Pursuant to Section 120a (4) of the German Stock Corporation Act (AktG), the Annual General Meeting of the listed company shall resolve on the approval of the audited compensation report.

The Management Board and the Supervisory Board propose that the compensation report for the financial year 2022, which was prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG), and which is presented together with the report on the audit of the compensation report under II. B., be approved.

II. Description A. of the Compensation System 2023 and B. of the Compensation Report for the Financial Year 2022

1. Compensation system for the members of the Management Board (Compensation system 2023):

Compensation system for the members of the Management Board of bet-at-home.com AG resolved by the Supervisory Board on March 29, 2023 ("Compensation System 2023").

Compensation system for members of the management board:

1.                Principles of the compensation system for members of the management board of bet-at-home.com AG

The compensation system for the management board aims to remunerate management board members appropriately in line with their duties and responsibilities and to directly consider the performance of each management board member as well as the success of the Company. The structure of the compensation system for the management board of bet-at-home.com AG is aimed at achieving a sustainable increase in enterprise value and success-oriented corporate management. In principle, the supervisory board complies with the following guidelines when determining compensation levels and the compensation system:

The compensation system as a whole makes a significant contribution to promoting the business strategy. To this end, the variable compensation components in particular are also to be linked to the achievement of strategic targets. The focus here is on profitable growth, in particular measured against the target figures of (i) the Group's gross betting and gaming revenue and (ii) consolidated profit adjusted for income taxes, net financial income, depreciation and amortization (EBITDA). In order to ensure that the interests of shareholders are also considered, the variable compensation components are supplemented by a multi-year share price-based component. The creation and preservation of value for shareholders thus also leads to positive salary development. The performance of the management board members is appropriately considered by setting adequate and ambitious performance criteria within the variable compensation components ("pay for performance").

In addition, non-financial performance criteria such as integrity, employee satisfaction and diversity as well as sustainability/environmental social governance (ESG) aspects are included in the assessment of compensation.

The compensation system and the performance criteria of its variable components thus incentivize long-term and sustainable development of the bet-at-home.com AG Group.

2.                Procedures for determining, reviewing and implementing the compensation system

The compensation of the management board is determined by the supervisory board as a whole. The establishment of a separate Personnel Committee has been dispensed with, as the supervisory board of the Company consists of three members and there is therefore no need for such a committee. If necessary, independent external advisors are consulted. In accordance with the Rules of Procedure for the supervisory board, the members of the supervisory board are obliged to report any conflicts of interest without delay. The supervisory board designs the system for the compensation of management board members considering applicable laws and regulations, in particular the requirements of the AktG as amended, any regulatory requirements and the recommendations of the German Corporate Governance Code. In doing so, it shall ensure clarity and comprehensibility.

The management board compensation system thus adopted by the supervisory board will be submitted to the annual shareholders’ meeting for a resolution on its approval.

The supervisory board determines the specific target total compensation on the basis of the compensation system.

The supervisory board regularly reviews the compensation system for the management board and the appropriateness of the compensation. In accordance with the requirements of Section 120a (1) AktG, the supervisory board will submit the compensation system for the members of the management board to the annual shareholders’ meeting for approval in the event of significant changes, but at least every four years.

The present system of compensation for members of the management board shall apply to future management board service contracts. Existing service agreements with members of the management board may be amended in accordance with this compensation system. In accordance with the statutory provision (Section 87a (2) AktG), the supervisory board may temporarily deviate from the components of the compensation system described below in exceptional circumstances if this is necessary in the interests of the long-term welfare of the Company.

1.             Horizontal comparison

When designing the compensation system, an attempt was made to use a suitable peer group to assess the market standard of the overall compensation. In the opinion of the supervisory board, however, no suitable peer group (listed online betting and gaming providers) has been identified that provides reliable information for a horizontal comparison. However, generally accessible compensation studies were considered, but these only provide a comparative starting point in terms of company size and other non-specific aspects.

2.             Vertical comparison

The compensation and employment conditions of employees were considered as part of the vertical comparison. In line with previous practice, the supervisory board considers the relationship of compensation to senior executives in the Group, to the extended management group, and to the workforce as a whole. This consideration was also carried out over the course of the last three years.

3.                Compensation components in detail
   1.             Fixed compensation components

The fixed compensation components granted to the members of the management board under the compensation system comprise basic compensation and fringe benefits. The members of the management board do not receive a pension commitment.

1.      Fixed Compensation

The members of the management board shall receive a fixed basic compensation. Provision may be made for this to be payable monthly or in up to fourteen (14) monthly salaries.

2.      Fringe benefits

Fringe benefits are granted on the basis of service contracts with the individual members of the management board and may include, for example: private use of company cars, special payments such as payment of tuition, housing, rent and relocation expenses, reimbursement of fees for the preparation of income tax documents, reimbursement of fees, subsidies for pension insurance (with the exception of the pension commitments presented here), subsidies for accident , life and health insurance or other insurance. Fringe benefits may be provided on a one-time or recurring basis. The members of the management board are granted appropriate leave of absence.

3.      Pension commitments

The members of the management board do not receive any pension commitments.

2.             Variable Compensation 1 ("VC1")

Under the compensation system, the members of the management board are entitled to Variable Compensation 1, which can lead to an annual bonus payment. Variable Compensation 1 rewards the members of the management board for the success of the Group based on certain financial indicators and non-financial performance targets.

1.      Target amounts

With regard to Variable Compensation 1, target amounts are agreed with the management board members in their service agreements, which are granted to them if they achieve 100% of their targets ("VC1 target amount"). The Variable Compensation 1 is calculated based on the VC1 target amount within a target achievement corridor of 50% to 200%. Regarding the target achievement corridor, the target value at 100 % target achievement as well as the upper and lower limits must be specified. However, this does not require an arithmetic calculation based on a target at 100 % target achievement. The exact payment is determined by multiplying the degree of target achievement by the VC1 target amount of the individual management board member. If the target is exceeded, there is an increase up to a maximum of 200% of the target amount (cap). If the target is achieved by up to 50%, Variable Compensation 1 is reduced on a straight-line basis; if the target is achieved by less than 50%, Variable Compensation 1 is not paid at all. The supervisory board is authorized to deviate from the target achievement corridor in favor of the Company when concluding service agreements with the members of the management board.

2.      Performance targets

The performance targets to be determined for Variable Compensation 1 shall include financial performance criteria and may also - to the extent legally permissible - include performance-related operational indicators (such as the number of registered customers and customer activity) (together "Financial Performance Targets").

In addition, up to 10% of the VV1 target amount shall be attributable to non-financial performance targets.

Financial Performance Targets

As Financial Performance Targets, reference can be made in particular to the gross betting and gaming revenue and to EBITDA and to key operating figures (such as the number of registered customers and customer activity).

Performance targets are set accordingly for each fiscal year.

Non-financial performance targets

Non-financial performance targets are to be included in the target agreement alongside criteria such as integrity, employee satisfaction and diversity, as well as sustainability/environmental social governance (ESG) aspects, which are to account for up to 10% of the overall target achievement.

For the non-financial, strategic targets, the agreement with the management board members is to define the conditions under which the respective target is fully met (100% target achievement of the individual criterion) and which parameters are used to assess the degree of target achievement. In the case of non-financial strategic project targets, particular consideration is given to aspects such as quality, budget compliance and adherence to deadlines.

3.      Change of performance targets

A subsequent change of the performance targets is excluded.

4.      Calculation of target achievement / Payment due date

The total target achievement of the short-term Variable Compensation 1 is derived from the agreed average of the individual performance criteria and the degree of target achievement in each case. The Variable Compensation 1 to be granted on this basis for a financial year shall become due in the month following the approval of the annual financial statements and the consolidated financial statements for such year by the supervisory board of the Company.

5.      Abolition of Variable Compensation 1

If the Company terminates the employment relationship for good cause within the meaning of Section 626 of the German Civil Code (Bürgerliches Gesetzbuch - BGB), the Variable Compensation 1 shall cease to apply for the financial year in which the termination takes effect. For other cases of premature termination, the management board receives the VC1 payment pro rata temporis.

3.             Variable Compensation 2 ("VC2")

A Variable Compensation 2 can be agreed with the members of the management board. This can result in a bonus payment after a review period of at least three and a maximum of years ("Review Period"). In the event of a change of control and significant structural measures, an early expiry of the Review Period and an early settlement and payment of Variable Compensation 2 may be agreed.

The accrual and amount of Variable Remuneration 2 depend on the development of the market capitalization of bet-at-home.com AG in the Review Period as follows:

At the beginning of the Review Period, a share price of the Company is determined ("Basis Price"). Based on the Basis Price, the market capitalization of the Company is calculated by multiplying it by the number of outstanding shares ("Market Capitalization 1'').

At the end of the Review Period, the Market Capitalization is calculated again ("Market Capitalization 2"). The basis for calculating Market Capitalization 2 is the average share price in the six months prior to the end of the Review Period ("Relevant Share Price"). The supervisory board can agree with the members of the management board that the Relevant Share Price is to be adjusted if the Relevant Share Price deviates from the fair value of the shares by more than 20% according to recognized valuation methods (based on EBITDA multiples).

The "Increased Market Capitalization" in the Review Period is equal to Market Capitalization 2 minus Market Capitalization 1.

Variable Compensation 2 is calculated based on a percentage of the Increased Market Capitalization agreed with the members of the management board, which shall not exceed 5.00%. Minimum targets for the Increased Market Capitalization and a percentage scale can be agreed.

Variable Compensation 2 for a Review Period is due in the month following approval of the annual financial statements and consolidated financial statements by the supervisory board of the Company for the fiscal year ending on or after the end of the Review Period.

4.                Target total compensation

In accordance with the compensation system, the supervisory board determines the amount of the target total compensation for each management board member.

In doing so, it shall consider not only an appropriate relationship to the duties and performance of the management board member, but also the economic situation and the success and future prospects of the Company. The supervisory board shall ensure that the target total compensation does not exceed the customary compensation without special justification. The target total compensation for the individual management board members is derived from the basic compensation and Variable Compensation 1 in the event of 100% target achievement.

In addition, there is Variable Compensation 2, which, being share price-based, is not a component to be measured on the basis of a target achievement level based on a target agreement.

In determining the target total compensation for the individual management board members, the supervisory board will therefore use among other things the consensus estimates of analysts as a basis with regard to Variable Compensation 2 and determine the target compensation from Variable Compensation 2.

5.                Maximum compensation

The maximum amount of fixed basic compensation plus fringe benefits for each management board member is EUR 500,000.00 p.a.

The maximum amount of Variable Compensation 1 is EUR 300,000.00 p.a. for each management board member based on 100% target achievement.

The payment from Variable Compensation 2 is limited to 10 times the basic compensation paid out for the Review Period added by Variable Compensation 1 paid out for the Review Period.

6.                Commitments to members of the management board in the event of resignation

The supervisory board may determine exit regulations for each compensation component and for each case in which the employment relationship of a member of the management board or the appointment as a member of the management board ends. This includes cases such as retirement or full or partial reduction in earning capacity, death, ordinary termination of the service contract or termination of the service contract for good cause, dismissal from office for good cause, transfer of a service contract to the major shareholder of the Company or to a company affiliated with the major shareholder of the Company. For each of these cases, the supervisory board may determine in advance what requirements apply in order for individual or all compensation components to be paid either in full or in part, early or delayed, to the members of the management board or - in the event of death - to the heirs of the management board member concerned, or to lapse. In any case, a payment of variable compensation components can only be made in accordance with the targets and comparison parameters as well as the due dates specified in the respective plan terms and conditions referred to in the service agreements or agreed in the service agreements with the respective members of the management board.

The supervisory board concludes service agreements with members of the management board that provide for a severance payment cap.

Severance payments in the event of premature termination of management board membership without good cause may not exceed a total of two years' compensation, but may not exceed the total compensation entitlement for the remaining term of the contract ("severance payment cap").

In the event of temporary incapacity to work due to illness or accident or for other reasons not attributable to gross negligence or intent on the part of the management board member, the supervisory board may determine that the fixed compensation shall continue to be paid for a period of up to six months, but not beyond the end of the management board member's contract.

Commitments for benefits in the event of premature termination of the employment contract by the management board member as a result of a change of control may not be agreed.

If there is good cause for terminating the service agreement, no severance payments will be made.

The supervisory board may agree with members of the management board that, in the event that their employment contract is not extended or ends for any other reason before the end of the regular term, they will receive a transitional allowance amounting to 50% of their last gross annual salary (including variable compensation component). The transitional allowance may not be paid if the contract is extended. The entitlement to payment of the transitional allowance shall lapse if the management board member has refused a reappointment and extension of the management board contract offered to him on terms that are the same or more favorable to him, or if the non-extension or termination is based on an important reason for which the management board member is responsible, or on an ordinary notice of termination given by the management board member.

The supervisory board may agree a post-contractual non-competition clause with members of the management board for a period of up to two (2) years. If such a post-contractual non-competition clause takes effect, the members of the management board may receive compensation amounting to up 100 % of their respective basic compensation per year of the respective period of validity of the post-contractual non-competition clause. Payments under a post-contractual non-competition clause are to be offset against any severance payments.

7.                Rights of the Company to reclaim variable compensation components

The Supervisory Board may determine that variable compensation components not yet paid out are to be retained in full or in part and not paid out ("Claw Back") in the event of serious misconduct by the member of the Management Board. The Supervisory Board decides on the claw-back at its reasonable discretion. The Supervisory Board shall agree with the Management Board member in detail under what conditions serious misconduct by the member of the Management Board is to be assumed in this sense. 

With regard to annual bonuses, a Claw Back is permissible in any case for the financial year in which the misconduct has occurred. With regard to multi-year variable compensation components, a Claw Back is permissible if and to the extent that the serious misconduct occurred within the calculation period or waiting period.

A Claw Back is also permissible if and to the extent that variable compensation was paid based on annual financial statements or consolidated financial statements to the extent that a subsequent correction has determined that the basis on which the variable compensation was calculated was too high. Claw Back of amounts already paid out can also be agreed. Amounts withheld under the Claw Back or repaid by the member of the Management Board are offset against any claim for damages by the Company arising from the misconduct of the member of the Management Board.

8.                Contract terms, termination options

The term of the employment contracts is linked to the duration of the appointment and complies with the requirements of stock corporation law; agreements on early resignation from office and ordinary termination of the service agreement by a member of the management board may be concluded. Ordinary members of the management board are generally appointed for a maximum of three years.

Both the Company and the management board member have the right to extraordinary termination for good cause in accordance with Section 626 of the German Civil Code (BGB).

9.                Compensation system in the event of special and exceptional circumstances

In special and exceptional circumstances (e.g. in the event of a severe financial or economic crisis), the supervisory board has the right to temporarily deviate from the compensation system in accordance with Section 87a (2) sentence 2 AktG and to amend the regulations relating to the compensation structure and individual compensation components as well as the regulations on the respective procedure, provided this is necessary in the interests of the long-term welfare of the Company. A deviation from the compensation system is only possible by a corresponding resolution of the supervisory board and after careful examination of the necessity. The components of the compensation system from which deviation is possible under the above circumstances are the procedure, the compensation structure, the individual compensation components and their performance criteria. Furthermore, in this case the supervisory board may temporarily grant additional compensation components or replace individual compensation components with other compensation components to the extent necessary to restore the appropriateness of management board compensation in the specific situation.

2. Compensation report for the financial year 2022 together with the independent auditor's report on the audit of the compensation report pursuant to section 162 (3) of the German Stock Corporation Act (AktG)

1.                  Introduction

The current compensation system for the Supervisory Board of bet-at-home.com AG was approved by shareholders at the Annual General Meeting on 18 May 2021, and the current compensation system for the Management Board of bet-at-home.com AG was approved by shareholders at the Annual General meeting on 17 May 2022, which replaced the compensation system for the Management Board of bet-at-home.com AG approved by shareholders on 18 May 2021. 

The current compensation systems, as well as this report on the compensation of the Management Board and the Supervisory Board members of bet-at-home.com AG, have been prepared in accordance with the Act Implementing the Second Shareholder Rights Directive (ARUG II) as well as the German Stock Corporation Act (AktG) and the Corporate Governance Code dated 16 December 2019. The aim of this report is to provide a comprehensive overview of the remuneration granted to the members of the Management Board and the Supervisory Board in the financial year 2022. In this context, the compensation structures are aligned with sustainable and long-term development of the Company and are intended to contribute to the realization of its business strategy and long-term development goals.

In February 2022, Marco Falchetto was appointed a member of the Management Board of bet-at-home.com AG and the new CEO of the Company by the Supervisory Board of bet-at-home.com AG. The former members of the Management Board and CEOs of bet-at-home.com AG Franz Ömer and Michael Quatember left the Management Board upon the regular expiration of their appointments at their own requests.

2.                  Compensation system for members of the Management Board

2.1.            Principles of the compensation system for members of the Management Board

The compensation system for the Management Board aims to remunerate Management Board members appropriately in line with their duties and responsibilities and to directly consider the performance of each Management Board member as well as the success of the Company. The structure of the compensation system for the Management Board of bet-at-home.com AG is aimed at achieving a sustainable increase in enterprise value and success-oriented corporate governance. In principle, the Supervisory Board is guided by the following guidelines when determining remuneration levels and the compensation system.

The compensation system as a whole makes a significant contribution to promoting the business strategy. To this end, the variable remuneration components in particular are also to be linked to the achievement of strategic targets. The focus here is on profitable growth, which could be measured against the target figures of (i) the Group's gross betting and gaming revenue and (ii) consolidated profit adjusted for income taxes, net financial income, depreciation and amortization (EBITDA). Several variable compensation components have a multi-year character. The creation and preservation of value for shareholders thus also leads to positive salary development. The performance of the Management Board members is appropriately considered by setting adequate and ambitious performance criteria within the variable compensation components ("pay for performance").

In addition, non-financial performance criteria such as integrity, employee satisfaction and diversity as well as sustainability/environmental social governance (ESG) aspects could be included in the assessment of compensation.

The compensation system and the performance criteria of its variable components thus incentivize long-term and sustainable development of the bet-at-home.com AG Group.

2.2.            Procedures for determining, reviewing and implementing the compensation system

The compensation of the Management Board is determined by the Supervisory Board as a whole. The establishment of a separate Personnel Committee has been dispensed with, as the Supervisory Board of the Company consists of three members and there is therefore no need for such a committee. If necessary, independent external advisors are consulted. In accordance with the Rules of Procedure for the Supervisory Board, the members of the Supervisory Board are obliged to report any conflicts of interest without delay. The Supervisory Board designs the system for compensation of the Management Board members considering applicable laws and regulations, in particular the requirements of the German Stock Corporation Act (AktG) as amended, any regulatory requirements and the recommendations of the German Corporate Governance Code. In doing so, it shall ensure clarity and comprehensibility.

The Management Board compensation system thus adopted by the Supervisory Board will be submitted to the Annual General Meeting for resolution on its approval.

The Supervisory Board determines the specific target total compensation on the basis of the compensation system.

The Supervisory Board regularly reviews the compensation system for the Management Board and the appropriateness of compensation. In accordance with the requirements of Section 120a (1) of the German Stock Corporation Act (AktG), the Supervisory Board will submit the compensation system for the members of the Management Board to the Annual General Meeting for approval in the event of significant changes, but at least every four years.

The present system of compensation for members of the Management Board shall apply to future Management Board service contracts or will be recognized when a service contract is amended or renewed. In accordance with the statutory provision (Section 87a (2) of the German Stock Corporation Act (AktG)), the Supervisory Board may temporarily deviate from the components of the compensation system described below in exceptional circumstances if this is necessary in the interests of the long-term welfare of the Company.

2.2.1.      Horizontal comparison

The selection of a peer group for the assessment of the market conformity of the total compensation is based on the requirements of the German Stock Corporation Act (in particular regarding industry and size as well as international activities). The composition of the peer group is generally based on a peer group of listed and non-listed companies in terms of relevant benchmark parameters (e.g. gross betting and gaming income, EBITDA, number of employees and market capitalization), to the extent that this can be determined. Furthermore, the peer group is selected from a peer group of industry companies to the extent that relevant data can be identified.

2.2.2.      Vertical comparison

The compensation and employment conditions of employees were considered as part of the vertical comparison. In line with the previous practice, the Supervisory Board considers the relationship of compensation to senior executives in the Group, to the extended management group, and to the workforce as a whole. This consideration was also carried out over the course of the last three years. As part of the regular review of the adequacy of Management Board compensation, the supervisory board considers in particular whether any need for adjustment of Management Board compensation arises from changes in the ratios of compensation paid to the Management Board, senior management and the overall workforce.

2.3.            Compensation components in detail

2.3.1.      Fixed remuneration components

Basic references

The members of the Management Board shall receive a fixed basic remuneration granted in the form of monthly salaries ("Basic Remuneration"). The basic remuneration is promised and granted by bet-at-home.com AG and/or, if applicable, by its subsidiaries within service agreements.

Fringe benefits

Fringe benefits could be granted on the basis of service contracts with the individual members of the Management Board and may include, for example: private use of company cars, special payments such as payment of tuition, housing, rent and relocation expenses, reimbursement of fees for the preparation of income tax documents, reimbursement of fees, subsidies for pension insurance (with the exception of the pension commitments presented here), subsidies for accident, life and health insurance or other insurance. Fringe benefits may be provided on a one-time or recurring basis.

Pension commitments

The members of the Management Board do not receive any pension commitments.

In the financial year 2022, the members of the Management Board were granted the following fixed compensation components:

2.3.2.      Short Term Variable remuneration

The members of the Management Board receive short-term variable compensation (a so-called short-term incentive) ("STI"), payable in the form of an annual bonus.

Target amounts

With regard to STI, target amounts are agreed with the Management Board members in their service contracts, which are granted to them if they achieve 100% of their targets ("STI-Target-Amount").

The variable compensation is calculated on the basis of the STI-Target-Amount within a target achievement corridor of 70% to 150%. The exact payment is determined by multiplying the degree of target achievement by the STI-Target-Amount of the individual Management Board member. If the target is exceeded, there is an increase up to a maximum of 150% of the target amount (cap). If the target is achieved by up to 70%, STI is reduced on a straight-line basis; if the target is achieved by less than 70%, a STI is not paid at all.

Performance targets

The assessment factors to be defined for STI comprise financial and non-financial performance criteria. Non-financial performance criteria account for up to 10% of the STI-Target-Amount. Respective target agreements should be agreed upon at the latest at the beginning of the year for which the STI is granted.

Financial performance targets

The Supervisory Board is entitled to define financial performance criteria that can be based on the Company's financial statements. In particular, compliance with the budget and/or the achievement of key financial figures (e.g. gross betting and gaming income and/or EBITDA, to the extent permitted by law) may be rewarded.

Non-financial performance targets

Non-financial performance criteria could be included in the target agreement alongside criteria such as integrity, employee satisfaction and diversity, as well as sustainability/environmental social governance (ESG) aspects, which are to account for up to 10% of the overall target achievement.

For the non-financial strategic targets, the agreement with the Management Board members is to define the conditions under which the respective target is fully met (100% target achievement of the individual criterion) and which parameters are used to assess the degree of target achievement. In the case of non-financial strategic project targets, particular consideration is given to aspects such as quality, budget compliance and adherence to deadlines.

Change of performance targets

A subsequent change of the performance targets is excluded.

Calculation of target achievement

The total target achievement of the short-term variable compensation is derived from the agreed average of the individual performance criteria and the degree of target achievement in each case.

Due date of the STI

The STI is due at the end of the month following the month, in which the annual financial