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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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