DJ EQS-News: Invitation to the Virtual Annual General Meeting

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EQS-News: bet-at-home.com AG / Key word(s): AGM/EGM
Invitation to the Virtual Annual General Meeting
2024-06-07 / 10:03 CET/CEST
The issuer is solely responsible for the content of this announcement.


TRANSLATION FOR CONVENIENCE ONLY.
THE GERMAN VERSION SHALL PREVAIL.

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 Tuesday, 16 July 2024, at 10:00 a.m.

The Annual General Meeting will be held 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
(with the exception of the proxy representatives appointed by the Company) at the venue of the Annual General Meeting.
The Annual General Meeting will be broadcast by audio-visual means at a password-protected InvestorPortal for duly
registered and authorised shareholders on the day of the Annual General Meeting. The access to the InvestorPortal can
be found at:
https://www.bet-at-home.ag/en/shareholders-meeting/

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


I. Agenda
1. Presentation of the adopted annual financial statements and the approved consolidated financial
statements as of December 31, 2023, the combined management report for the fiscal year 2023 together with the
explanatory report of the Management Board on the statements pursuant to Sections 289a, 315a of the German
Commercial Code (HGB), and the report of the Supervisory Board for the fiscal year 2023
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
shall be made available to the Annual General Meeting in accordance with Section 176 (1) sentence 1 AktG, without any
resolution being required in this respect. The Annual General Meeting therefore does not need to adopt a resolution on
Agenda item 1.

2. Resolution on the approval of the actions of the Management Board in the fiscal year 2023
The Management Board and the Supervisory Board propose that the actions of the members of the Management Board in the
fiscal year 2023 be approved.

3. Resolution on the approval of the actions of the Supervisory Board in the fiscal year 2023
The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in the
fiscal year 2023 be approved.

4. Resolution on the appointment of the auditor for the annual financial statements and of the auditor for
the consolidated financial statements for the fiscal year 2024
The Supervisory Board proposes that MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, be
appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for the
fiscal year 2024.
Note:
In accordance with Article 16 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April
2014 ('EU Audit Regulation'), the audit committee shall submit a recommendation for the appointment of statutory
auditors or audit firms to the Supervisory Board. Unless it concerns the renewal of an audit engagement, the
recommendation of the audit committee shall be prepared following a selection procedure as further specified in the EU
Audit Regulation. Unless it concerns the renewal of an audit engagement, the recommendation shall be justified and
contain at least two choices for the audit engagement and the audit committee shall express a duly justified preference
for one of them. According to Article 16 (5) of the EU Audit Regulation, the proposal to the general meeting of
shareholders of the audited entity for the appointment of statutory auditors or audit firms shall include the
recommendation and preference made by the audit committee or the body performing equivalent functions. With this said,
the following is communicated:
The Supervisory Board of the Company consists of three members. If the Supervisory Board consists of three members, an
audit committee shall also be formed (cf. Section 107 (4) AktG). As an audit engagement is not to be renewed in this
case, a selection procedure was carried out in accordance with the EU Audit Regulation. Acting as the audit committee,
the Supervisory Board recommended that either MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft,
Hamburg, or Ypsilon Audit GmbH Wirtschaftsprüfungsgesellschaft, Cologne, be proposed to the Annual General Meeting as
auditor of the annual financial statements and auditor of the consolidated financial statements for the fiscal year
2024 and communicated a reasoned preference for MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft,
Hamburg.
Pursuant to Article 16 of the EU Audit Regulation, the audit committee shall state that its recommendation is free from
influence by a third party and that no contractual clause of the kind referred to in Article 16 (6) the EU Audit
Regulation has been imposed on it. These requirements apply to the Supervisory Board and its election proposal.
5. Resolution on the approval of the compensation report pursuant to Section 162 AktG
Pursuant to Section 162 AktG, the Management Board and Supervisory Board of a listed company are required to prepare on
an annual basis a report on the compensation granted and owed by the company and by companies of the same group
(Section 290 HGB) to each current or former member of the Management Board and the Supervisory Board in the past
financial year (a compensation report). The compensation report for the financial year 2023 prepared by the Management
Board and the Supervisory Board has been audited by the auditor in accordance with Section 162 (3) AktG. The audit
opinion on the compensation report is enclosed with the compensation report. Pursuant to Section 120a (4) AktG, the
Annual General Meeting of a listed company shall adopt a resolution on the approval of this audited compensation
report.
The Management Board and the Supervisory Board propose that the compensation report for the financial year 2023, which
has been prepared and audited in accordance with Section 162 AktG, and which is presented together with the audit
opinion under Section II., be approved.
6. Resolution on an amendment to the Articles of Association in § 17 para. 2 (Record Date)
Shareholders willing to participate in the Annual General Meeting and to exercise their voting rights shall register
for the Annual General Meeting in accordance with § 17 (1) of the Articles of Association and provide proof of
authorisation. Proof of authorisation to participate in the Annual General Meeting and to exercise voting rights is to
be rendered after a shareholder provides proof of share ownership issued by a custodian bank; for this purpose, proof
of share ownership issued by the final intermediary is in any case sufficient in accordance with Section 67c (3) AktG.
Pursuant to § 17 (2) of the Articles of Association, proof of share ownership shall refer to the beginning of the
twenty-first day prior to the Annual General Meeting. The current provision in the Articles of Association corresponds
to the wording of Section 123 Para. 4 Sentence 2 AktG in the version valid until 14 December 2023. The provision of the
law was amended on 15 December 2023 by the Future Financing Act (ZukunftsfinanzierungsG) to the extent that proof of
share ownership shall now refer to the "close of business on the twenty-second day prior to the annual general
meeting". The new regulation does not involve any material change with regard to the relevant point in time. § 17 (2)
of the Articles of Association should be adjusted in line with the amended wording in the law and will correspond to
this in future.
The Management Board and the Supervisory Board propose that the following resolution be adopted:
§ 17 para. 2 of the Articles of Association is revised as follows:

"(2) Proof of entitlement to attend the Annual General Meeting and to exercise voting rights is to be provided by the
shareholder by means of proof of shareholding created by the custodian bank; proof of this is sufficient in any case
from the final intermediary in accordance with Section 67c (3) AktG. This proof of entitlement, as well as
registration, should be made in text form in German or English and should refer to the close of business of the
twenty-second day prior to the general shareholders' meeting."

7. Resolution on cancellation of the existing Authorised Capital, creation of a new Authorised Capital,
authorisation to exclude shareholders' subscription rights and corresponding amendment to § 4 para. 3 of the
Articles of Association
The existing Authorised Capital is defined in § 4 (3) of the Articles of Association. It authorises the Management
Board, with the approval of the Supervisory Board, to increase until the expiry on 17 May 2026 the share capital of the
Company by up to EUR 1,403,600, through the issuance, on a one-off basis or in portions on a number of occasions, of up
to 1,403,600 new no-par value bearer shares against contributions in cash and/or in kind and hereby to also exclude the
statutory subscription rights of shareholders in certain cases, including among others the case of contributions in
cash up to an amount not exceeding ten per cent of the share capital, if the new shares are issued at an issue price
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that is not significantly lower than the stock market price of the company shares already listed on the stock exchange
at the time the issue price is finally fixed.
Section 186 (3) sentence 4 AktG regulating the so-called "simplified exclusion of shareholders' subscription rights"
has been amended by the Future Financing Act (ZukunftsfinanzierungsG) (please see agenda item 6): accordingly, the
exclusion of subscription rights is permitted, if an increase in the share capital against contributions in cash does
not exceed twenty per cent of the share capital and the issue price of the new shares is not significantly lower than
the stock market price (previously a limit of ten per cent of the share capital applied). The lawmaker has justified
this change by stating that this would give stock corporations greater flexibility in their financing. The existing
protection of shareholders remains intact. According to the explanatory memorandum, they continue to be protected
against dilution of their share ownerships through the requirement of qualified majority, linking of the issue price to
the stock market price and the possibility to buy additional shares on the stock market.
The Management Board and the Supervisory Board are of the opinion that the company should make use of this new
statutory regulation by creating a corresponding authorised capital with an extended authorisation to simplify the
exclusion of subscription rights in order to increase its flexibility when raising capital. A corresponding
authorisation for the authorised capital can be granted for a maximum period of five years. The nominal amount of the
authorised capital may not exceed half of the share capital existing at the time of the authorisation.
The Management Board and the Supervisory Board propose that the current authorised capital be cancelled and the new
authorised capital in the amount of EUR 3,509,000 be created, and § 4 para. 3 of the Articles of Association for the
purpose of authorising the Management Board in accordance with Sections 202 et seq. AktG (authorised capital) be
revised as follows:

"(3) The management board is authorized, with the approval of the supervisory board, to increase until the expiry on 15
July 2029 the share capital of the Company by up to EUR 3,509,000 by issuing up to 3,509,000 no-par value bearer shares
on one or more occasions in return for contributions in cash and/or in kind (Authorized Capital 2024). The management
board is authorized, with the approval of the supervisory board, to determine the further details of the rights
attaching to the shares and the conditions of the share issue. The new shares are to be offered to the shareholders for
subscription (including the granting of an indirect subscription right in accordance with Section 186 (5) AktG, meaning
that the new shares may also be acquired by credit institutions, securities institutions or companies operating
pursuant to Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act with the
obligation to offer them to shareholders for subscription). However, the management board is authorized, with the
approval of the supervisory board, to exclude shareholders' subscription rights in the following cases:
. for fractional amounts;
. in the case of capital increases against contributions in kind, in particular for the granting of shares
to acquire companies or interests in companies;
. in the case of contributions in cash, up to an amount not exceeding 20 % of the share capital existing at
the time this authorization takes effect and at the time this authorization is exercised, if the new shares are
issued at an issue price that is not significantly lower than the stock market price of the shares of the Company
already listed on the stock exchange at the time the issue price is finally fixed. Shares, which are counted for
the aforementioned 20 % threshold, are those which: (i) were sold or issued during the term of this authorization
on the basis of other authorizations in direct or analogue application of Section 186 (3) sentence 4 AktG with the
exclusion of subscription rights; (ii) furthermore, those shares, which were issued or to be issued to service
bonds or profit participation rights with conversion or option rights or an option or conversion obligation,
provided that these bonds or profit participation rights are issued during the term of this authorization by the
Company or a company in which the Company directly or indirectly holds a majority interest on the basis of another
authorization with the exclusion of subscription rights in corresponding application of Section 186 (3) sentence 4
AktG. The maximum limit reduced in accordance with the preceding sentences of this bullet point shall be increased
again after offsetting when a new other authorization to exclude subscription rights resolved by the annual
shareholders' meeting takes effect in accordance with Section 186 (3) sentence 4 AktG, to the extent that
subscription rights can be excluded in accordance with Section 186 (3) sentence 4 AktG under such a new alternative
authorization, but up to a maximum amount not exceeding 20 % of the share capital existing at the time this
authorization takes effect and at the time this authorization is exercised.
The supervisory board is authorized to amend the wording of § 4 of the Articles of Association after the full or
partial implementation of the capital increase in accordance with the respective utilization of the Authorized Capital
and, if the Authorized Capital has not been utilized or has not been fully utilized by 15 July 2029, after the expiry
of the authorization period."


II. Reproduction of the Compensation Report pursuant to Section 162 AktG for the Financial Year 2023

Compensation report for the financial year 2023 together with the independent audit opinion on the audit of the
compensation report pursuant to Section 162 (3) AktG
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. The current compensation system for the Management Board of bet-at-home.com AG
was approved by shareholders at the Annual General meeting on 26 May 2023, which replaced the compensation system for
the Management Board of bet-at-home.com AG approved by shareholders on 17 May 2022.
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 as amended on 16 December 2019 and on 28 April 2022. 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
2023. In this context, the compensation structures are aligned with sustainable and long-term development of the
Company and are intended to contribute to the realisation of its business strategy and long-term development goals.
Compensation system for members of the Management Board
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 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), whereby, in agreement with the Supervisory Board, EBITDA before special items* was used in the
financial year 2023. In order to ensure that the interests of shareholders are also considered, the variable
compensation components are supplemented by a multi-year component, which is determined on the basis of performance of
the share price. 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").
* (For the definition of the non-IFRS performance indicator "EBITDA before special items", please refer to the section
"Other financial information - EBITDA before special items as an alternative performance indicator" in the press
release dated 6 March 2024 and to the published Annual Report 2023.)
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.
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
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