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07.06.2024 10:04:50 - EQS-News: Invitation to the Virtual Annual -5-
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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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.
Horizontal comparison
When designing the compensation system, a suitable peer group was sought to assess the market standard of the overall
compensation. In the opinion of the Supervisory Board, 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, which only provide a comparative starting point in terms of company
size and other unspecified aspects.
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.
Compensation components in detail
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.
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.
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.
Pension commitments
The members of the Management Board do not receive any pension commitments.
In the financial year 2023, the member of the Management Board was granted the following fixed compensation components:
Marco Falchetto
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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.
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 favour of the Company when concluding service agreements with the members of the Management Board.
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 VC1 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, EBITDA before special items* since the 2023 financial year, and to key operating figures (such as the number of registered customers and customer activity).
* (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.)
Performance targets, both financial and non-financial, 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.
Change of performance targets
A subsequent change of the performance targets is excluded.
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.
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.
In financial year 2022, the Management Board member was granted the following STI (short-term incentive) remuneration:
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Marco Falchetto
Allocations granted (in EUR) CEO
2022 2022 (Min) 2022 (Max)
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In financial year 2023, the Management Board member was granted the following VV1:
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Marco Falchetto
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The VC1 accrued in 2023 is based on an estimated calculation, due to complexity of the variable component of EBITDA before special items*, which was approved by the Supervisory Board and introduced in financial year 2023 in line with the definition of the main shareholder of bet-at-home.com AG. Upon adoption of the consolidated financial statements in the following year 2024, VC1 will be remeasured and recognised in financial year 2024.
* (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.) 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 five 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 Compensation 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 member 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.
No "long-term variable compensation" or " Variable Compensation 2" was granted to the member of the Management Board in the financial year 2023. However, the entitlements are arithmetically allocated proportional to the performance period up to the financial year 2027. The accrual and amount of Variable Compensation 2 (VC2) depend on the development of the market capitalization of bet-at-home.com AG in the Review Period.
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Marco Falchetto
Allocations granted (in EUR) CEO
2022 2022 (Min) 2022 (Max)
Marco Falchetto
Allocations granted (in EUR) CEO
2023 2023 (Min) 2023 (Max)
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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 Management Board member 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 is not a component to be measured on the basis of a target achievement level based on a target agreement. The reason for this is that Variable Compensation 2 depends on the increase in market capitalisation and is therefore dependent on performance of the share price.
In determining the target total compensation for the Management Board, 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.
Maximum remuneration
The maximum amount of fixed basic compensation plus fringe benefits for the Management Board member is EUR 500,000 p.a.
The maximum amount of Variable Compensation 1 is EUR 300,000 p.a. for the 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.
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.
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.
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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.
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).
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 a specific situation. 3. Compensation system for members of the Supervisory Board
The system of compensation of the Supervisory Board members is based on the statutory requirements and considers the recommendations of the German Corporate Governance Code.
The compensation of the members of the Supervisory Board shall be balanced overall and commensurate with the responsibilities and duties of the Supervisory Board members and the situation of the Company, also considering the compensation arrangements of other listed companies. At the same time, it should assume of a mandate as member or chairman of the Supervisory Board appear sufficiently attractive to be able to attract and retain outstanding mandate holders. This is a prerequisite for providing the best possible supervision and advice to the Management Board, which in turn makes a major contribution to a successful business strategy and the long-term success of the Company.
The Supervisory Board is not operationally active. Rather, through its monitoring activities, the Supervisory Board contributes to the long-term development of the Company. The granting of purely fixed compensation has proven its worth in this respect. The Management Board and the Supervisory Board are of the opinion that purely fixed compensation for the members of the Supervisory Board is best suited to ensuring that the Supervisory Board fulfils its monitoring function independently. This is also in line with the recommendations of the German Corporate Governance Code. In accordance with the recommendation of the German Corporate Governance Code, the Chairman's greater time commitment shall be appropriately considered through corresponding additional compensation. The Chairman of the Supervisory Board shall therefore receive twice the basic compensation of an ordinary member of the Supervisory Board. The compensation of the Supervisory Board therefore contains no variable compensation components and no share-based components.
The annual fixed compensation is paid one month after the end of each fiscal year. Accordingly, there are no deferral periods for the payment of compensation components. The compensation is linked to the term of office of the Supervisory Board member. If a Supervisory Board member resigns during the year, he or she receives the compensation pro rata temporis. There are no promises of redundancy payments, retirement pensions or early retirement arrangements. The compensation and employment conditions of the employees are of no significance for the compensation system of the Supervisory Board.
The compensation system for the Supervisory Board is decided by the Annual General Meeting on the basis of proposals by the Management Board and the Supervisory Board. At regular intervals, at the latest every four years, the Management Board and the Supervisory Board conduct a review to determine whether the amount and composition of the Supervisory Board compensation are still in line with market conditions and appropriate. The rules for dealing with conflicts of interest set out in the Rules of Procedure for the Management Board and the Supervisory Board are observed in the procedures for setting up, implementing and reviewing the compensation system. Care is taken to ensure that external compensation experts, where consulted, are independent; confirmation of their independence is required in this regard.
Remuneration at a glance
Compensation of the Management Board
Compensation of the Management Board in the financial year 2023
The only member of the parent company's Management Board was remunerated by Group companies in the financial year 2023 with a fixed compensation amounting to EUR 439.9 thousand. Variable remuneration of EUR 125 thousand was granted in the financial year 2023.
In the financial year 2023, the Company bore the costs of contributions incurred under the Austrian Corporate Employee and Self-Employed Pension Act (BMSVG) in the amount of EUR 10.1 thousand (previous year: EUR 6 thousand). No accident insurance was taken out in favour of the member of the Management Board in the financial year 2023 (previous year: EUR 0 thousand).
There were no deviations from the compensation system for the Management Board. Variable compensation components were not clawed back. Beyond this, no additional payments were made to members of the Management Board by third parties and no additional payments were made due to premature termination of employment.
According to the actual Management Board compensation system, one variable compensation amount, which is dependent on the market capitalisation of bet-at-home.com AG ("Variable Compensation 2"), can be granted. The existing contractual agreements provide for an observation period as defined in the Compensation System 2023 up until 31 December 2027, after which Variable Compensation 2 may be paid out. There are no compensation components for the Management Board in the form of granted or promised shares or stock options.
===
Marco Falchetto
Marco Falchetto
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Compensation of the Management Board over the last five financial years
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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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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.
Horizontal comparison
When designing the compensation system, a suitable peer group was sought to assess the market standard of the overall
compensation. In the opinion of the Supervisory Board, 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, which only provide a comparative starting point in terms of company
size and other unspecified aspects.
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.
Compensation components in detail
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.
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.
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.
Pension commitments
The members of the Management Board do not receive any pension commitments.
In the financial year 2023, the member of the Management Board was granted the following fixed compensation components:
Marco Falchetto
Allocations granted (in EUR) CEO
2022 2023 2023 (Min) 2023 (Max)
Fixed remuneration 325,367.19 439,999.90 439,999.90 439,999.90
Consulting services 0.00 0.00 0.00 0.00
Total 325,367.19 439,999.90 439,999.90 439,999.90 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.
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 favour of the Company when concluding service agreements with the members of the Management Board.
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 VC1 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, EBITDA before special items* since the 2023 financial year, and to key operating figures (such as the number of registered customers and customer activity).
* (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.)
Performance targets, both financial and non-financial, 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.
Change of performance targets
A subsequent change of the performance targets is excluded.
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.
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.
In financial year 2022, the Management Board member was granted the following STI (short-term incentive) remuneration:
===
Marco Falchetto
Allocations granted (in EUR) CEO
2022 2022 (Min) 2022 (Max)
Short-term variable compensation (STI) 0.00 0.00 0.00 Total 0.00 0.00 0.00
===
In financial year 2023, the Management Board member was granted the following VV1:
===
Marco Falchetto
Allocations granted (in EUR) CEO 2023 2023 (Min) 2023 (Max) Variable Compensation (V?1) 125,000.00 0.00 500,000.00 Total 125,000.00 0.00 500,000.00
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The VC1 accrued in 2023 is based on an estimated calculation, due to complexity of the variable component of EBITDA before special items*, which was approved by the Supervisory Board and introduced in financial year 2023 in line with the definition of the main shareholder of bet-at-home.com AG. Upon adoption of the consolidated financial statements in the following year 2024, VC1 will be remeasured and recognised in financial year 2024.
* (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.) 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 five 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 Compensation 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 member 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.
No "long-term variable compensation" or " Variable Compensation 2" was granted to the member of the Management Board in the financial year 2023. However, the entitlements are arithmetically allocated proportional to the performance period up to the financial year 2027. The accrual and amount of Variable Compensation 2 (VC2) depend on the development of the market capitalization of bet-at-home.com AG in the Review Period.
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Marco Falchetto
Allocations granted (in EUR) CEO
2022 2022 (Min) 2022 (Max)
Long-term variable compensation (LTI) 0.00 0.00 0.00 Total 0.00 0.00 0.00
Marco Falchetto
Allocations granted (in EUR) CEO
2023 2023 (Min) 2023 (Max)
Variable Compensation (V?2) 0.00 0.00 0.00 Total 0.00 0.00 0.00
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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 Management Board member 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 is not a component to be measured on the basis of a target achievement level based on a target agreement. The reason for this is that Variable Compensation 2 depends on the increase in market capitalisation and is therefore dependent on performance of the share price.
In determining the target total compensation for the Management Board, 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.
Maximum remuneration
The maximum amount of fixed basic compensation plus fringe benefits for the Management Board member is EUR 500,000 p.a.
The maximum amount of Variable Compensation 1 is EUR 300,000 p.a. for the 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.
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.
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.
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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.
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).
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 a specific situation. 3. Compensation system for members of the Supervisory Board
The system of compensation of the Supervisory Board members is based on the statutory requirements and considers the recommendations of the German Corporate Governance Code.
The compensation of the members of the Supervisory Board shall be balanced overall and commensurate with the responsibilities and duties of the Supervisory Board members and the situation of the Company, also considering the compensation arrangements of other listed companies. At the same time, it should assume of a mandate as member or chairman of the Supervisory Board appear sufficiently attractive to be able to attract and retain outstanding mandate holders. This is a prerequisite for providing the best possible supervision and advice to the Management Board, which in turn makes a major contribution to a successful business strategy and the long-term success of the Company.
The Supervisory Board is not operationally active. Rather, through its monitoring activities, the Supervisory Board contributes to the long-term development of the Company. The granting of purely fixed compensation has proven its worth in this respect. The Management Board and the Supervisory Board are of the opinion that purely fixed compensation for the members of the Supervisory Board is best suited to ensuring that the Supervisory Board fulfils its monitoring function independently. This is also in line with the recommendations of the German Corporate Governance Code. In accordance with the recommendation of the German Corporate Governance Code, the Chairman's greater time commitment shall be appropriately considered through corresponding additional compensation. The Chairman of the Supervisory Board shall therefore receive twice the basic compensation of an ordinary member of the Supervisory Board. The compensation of the Supervisory Board therefore contains no variable compensation components and no share-based components.
The annual fixed compensation is paid one month after the end of each fiscal year. Accordingly, there are no deferral periods for the payment of compensation components. The compensation is linked to the term of office of the Supervisory Board member. If a Supervisory Board member resigns during the year, he or she receives the compensation pro rata temporis. There are no promises of redundancy payments, retirement pensions or early retirement arrangements. The compensation and employment conditions of the employees are of no significance for the compensation system of the Supervisory Board.
The compensation system for the Supervisory Board is decided by the Annual General Meeting on the basis of proposals by the Management Board and the Supervisory Board. At regular intervals, at the latest every four years, the Management Board and the Supervisory Board conduct a review to determine whether the amount and composition of the Supervisory Board compensation are still in line with market conditions and appropriate. The rules for dealing with conflicts of interest set out in the Rules of Procedure for the Management Board and the Supervisory Board are observed in the procedures for setting up, implementing and reviewing the compensation system. Care is taken to ensure that external compensation experts, where consulted, are independent; confirmation of their independence is required in this regard.
Remuneration at a glance
Compensation of the Management Board
Compensation of the Management Board in the financial year 2023
The only member of the parent company's Management Board was remunerated by Group companies in the financial year 2023 with a fixed compensation amounting to EUR 439.9 thousand. Variable remuneration of EUR 125 thousand was granted in the financial year 2023.
In the financial year 2023, the Company bore the costs of contributions incurred under the Austrian Corporate Employee and Self-Employed Pension Act (BMSVG) in the amount of EUR 10.1 thousand (previous year: EUR 6 thousand). No accident insurance was taken out in favour of the member of the Management Board in the financial year 2023 (previous year: EUR 0 thousand).
There were no deviations from the compensation system for the Management Board. Variable compensation components were not clawed back. Beyond this, no additional payments were made to members of the Management Board by third parties and no additional payments were made due to premature termination of employment.
According to the actual Management Board compensation system, one variable compensation amount, which is dependent on the market capitalisation of bet-at-home.com AG ("Variable Compensation 2"), can be granted. The existing contractual agreements provide for an observation period as defined in the Compensation System 2023 up until 31 December 2027, after which Variable Compensation 2 may be paid out. There are no compensation components for the Management Board in the form of granted or promised shares or stock options.
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Marco Falchetto
Allocations granted (in EUR) CEO 2022 2022 (Min) 2022 (Max) Fixed remuneration 325,367.19 325,367.19 325,367.19 Consulting services 0.00 0.00 0.00 Total 325,367.19 325,367.19 325,367.19 STI 262,000.00 0.00 262,000.00 LTI 0.00 0.00 0.00 Total 587,367.19 325,367.19 587,367.19 Utility expenses 0.00 0.00 0.00 Total compensation 587,367.19 325,367.19 587,367.19
Fixed remuneration absolute 325,367.19 Fixed remuneration % 55% Variable compensation absolute 262,000.00 Variable compensation in % 45% Total compensation 587,367.19
Marco Falchetto
Allocations granted (in EUR) CEO 2023 2023 (Min) 2023 (Max) Fixed remuneration 439,999.90 439,999.90 439,999.90 Consulting services 0.00 0.00 0.00 Total 439,999.90 439,999.90 439,999.90 Variable Compensation (V?1) 125,000.00 0.00 500,000.00 Variable Compensation (V?2) 0.00 0.00 0.00 Total 564,999.90 439,999.90 964.999,90 Utility expenses 0.00 0.00 0.00 Total compensation 564,999.90 439,999.90 964.999,90
Fixed remuneration absolute 439,999.90 Fixed remuneration % 78% Variable compensation absolute 125,000.00 Variable compensation in % 12% Total compensation 564,999.90
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Compensation of the Management Board over the last five financial years
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| Name | WKN | Börse | Kurs | Datum/Zeit | Diff. | Diff. % | Geld | Brief | Erster | Schluss | |
|---|---|---|---|---|---|---|---|---|---|---|---|
 |
BET-AT-HOME.COM AG O.N. | A0DNAY | Xetra | 2,660 | 24.06.24 15:12:12 | -0,140 | -5,00% | 2,610 | 2,670 | 2,610 | 2,800 |
