07.06.2024 10:04:29 - dpa-AFX: EQS-News: Invitation to the Virtual Annual General Meeting (english)

Invitation to the Virtual Annual General Meeting

EQS-News: bet-at-home.com AG / Key word(s): AGM/EGM
Invitation to the Virtual Annual General Meeting

07.06.2024 / 10:03 CET/CEST
The issuer is solely responsible for the content of this announcement.

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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 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 ManagementBoard 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 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:

  Allocations         Marco Falchetto
  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                     0.00        0.00        0.00        0.00
  services
  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:

  Allocations granted (in EUR)            Marco Falchetto
                                                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:

    Allocations granted (in EUR)  Marco Falchetto
                                        CEO
                2023               2023 (Min)    2023 (Max)
    Variable Compensation (V1)     125,000.00       0.00    500,000.00
    Total                           125,000.00       0.00    500,000.00

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.

  Allocations granted (in EUR)           Marco Falchetto
                                               CEO
                  2022                    2022 (Min)    2022 (Max)
  Long-term variable compensation (LTI)       0.00          0.00    0.00
  Total                                       0.00          0.00    0.00
    Allocations granted (in EUR)  Marco Falchetto
                                        CEO
                2023               2023 (Min)    2023 (Max)
    Variable Compensation (V2)        0.00          0.00    0.00
    Total                              0.00          0.00    0.00

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.

Maximumremuneration

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.

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.

  Allocations granted (in EUR)    Marco Falchetto
                                        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
  Allocations granted    Marco Falchetto
  (in EUR)                     CEO
          2023                             2023  2023 (Max)
                                           (Min)
  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       125,000.00                 0.00  500,000.00
  (V1)
  Variable Compensation             0.00                 0.00        0.00
  (V2)
  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          439,999.90
  absolute
  Fixed remuneration %               78%
  Variable compensation       125,000.00
  absolute
  Variable compensation              12%
  in %
  Total compensation          564,999.90


Compensation of the Management Board over the last five financial years

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

  Allocations granted (in EUR)   Marco Falchetto
                                       CEO
                                Appointed: 02/2022
              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                                       0.00        0.00        0.00
  Utility expenses                            0.00        0.00        0.00
  Total compensation                    587,367.19  325,367.19  587,367.19
  Allocations granted (in EUR)   Marco Falchetto
                                       CEO
                                Appointed: 02/2022
              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 (V1)           125,000.00        0.00  500,000.00
  Variable Compensation (V2)                 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
        Difference from previous year absolute    -22,367.29
     Difference compared to previous year in %        -3.81%
  Allo-   Franz
  cati-   Ömer
  ons
  gran-
  ted
  (in
  EUR)
   CEO
  Unti-
   l:
  02/2-
   022
  2018   2019              2020                         202-             2022
                                                         1
  Fixe-  470,00-  581,486-          600,000-                     600,00-              145-
      d     0.00       .43               .00                        0.00              ,54-
  remu-                                                                               7.9-
  nera-                                                                                  5
   tion
  Cons-  280,00-  400,000-          400,000-                     400,00-              0.0-
  ulti-     0.00       .00               .00                        0.00                 0
     ng
  serv-
   ices
  Tota-  750,00-  981,486-          1,000,0-                     1,000,-145-
      l     0.00       .43             00.00                      000.00              ,54-
                                                                                      7.9-
                                                                                         5
  One--  417,90-  471,500-          384,001-                        0.00              0.0-
   year     7.73       .24               .74                                             0
  vari-
   able
  comp-
  ensa-
   tion
  Long-  79,796-  73,748.-          83,205.-                        0.00              0.0-
  -ter-      .86        42                92                                             0
      m
  mana-
  geme-
     nt
  bonu-
      s
  Shar-     0.00  204,876-              0.00                        0.00              0.0-
  e-ba-                .53                                                               0
    sed
  paym-
    ent
  Mult-  79,796-  278,624-          83,205.-                        0.00              0.0-
  i-ye-      .86       .95                92                                             0
     ar
  vari-
   able
  comp-
  ensa-
   tion
  Tota-  497,70-  750,125-          467,207-                        0.00              0.0-
      l     4.59       .19               .66                                             0
  Util-     0.00      0.00              0.00                        0.00              0.0-
    ity                                                                                  0
  expe-
   nses
  Tota-  1,247,-  1,731,6-          1,467,2-                     1,000,-              145-
      l   704.59     11.62             07.66                      000.00              ,54-
  comp-                                                                               7.9-
  ensa-                                                                                  5
   tion


  Diff-  -29,69-  483,907-          -264,40-                     -467,2-              -85-
  eren-     6.24       .03              3.96                       07.66              4,4-
     ce                                                                               52.-
   from                                                                                 05
  prev-
   ious
   year
  abso-
   lute
  Diff-   -2.3 %    38.8 %           -15.3 %                       -31.8              -85-
  eren-                                                                %               .4%
     ce
  comp-
   ared
     to
  prev-
   ious
   year
   in %



  Allo-  Michae-
  cati-     l
  ons    Quatem-
  gran-    ber
  ted
  (in
  EUR)
   CEO
  Unti-
   l:
  02/2-
   022
  2018             2019             2020      2021            2022
  Fixe-  325,00-            420,0-             420,000.00  420-            97,669.77
      d     0.00             00.00                         ,00-
  remu-                                                    0.0-
  nera-                                                       0
   tion
  Cons-     0.00              0.00                   0.00  0.0-                 0.00
  ulti-                                                       0
     ng
  serv-
   ices
  Tota-  325,00-            420,0-             420,000.00  420-            97,669.77
      l     0.00             00.00                         ,00-
                                                           0.0-
                                                              0
  One--  417,90-            471,5-             384,001.74  0.0-                 0.00
   year     7.73             00.24                            0
  vari-
   able
  comp-
  ensa-
   tion
  Long-  79,796-            73,74-              83,205.92  0.0-                 0.00
  -ter-      .86              8.42                            0
      m
  mana-
  geme-
     nt
  bonu-
      s
  Shar-  64,413-            204,8-                   0.00  0.0-                 0.00
  e-ba-      .39             76.53                            0
    sed
  paym-
    ent
  Mult-  144,21-            278,6-              83,205.92  0.0-                 0.00
  i-ye-     0.25             24.95                            0
     ar
  vari-
   able
  comp-
  ensa-
   tion
  Tota-  562,11-            750,1-             467,207.66  0.0-                 0.00
      l     7.98             25.19                            0
  Util-     0.00              0.00                   0.00  0.0-                 0.00
    ity                                                       0
  expe-
   nses
  Tota-  887,11-            1,170-             887,207.66  420-            97,669.77
      l     7.98            ,125.-                         ,00-
  comp-                         19                         0.0-
  ensa-                                                       0
   tion


  Diff-  -776,4-            283,0-            -282,917.5-  -46-           -322,330.-
  eren-    23.29             07.21                      3  7,2-                   23
     ce                                                    07.-
   from                                                      33
  prev-
   ious
   year
  abso-
   lute
  Diff-    -46.7              31.9                -24.2 %  -52-               -76.8%
  eren-        %                 %                           .7
     ce                                                       %
  comp-
   ared
     to
  prev-
   ious
   year
   in %


Average compensation of employees over the last five years

The average remuneration of employees in the bet-at-home.com AG Group
comprises all employees (excluding the Management Board of bet-at-home.com
AG).

          in EUR    FY 2019    FY 2020    FY 2021    FY 2022    FY 2023
         Average  45,392.38  48,742.78  49,637.59  56,677.25  59,985.42
    compensation

Remuner
Name WKN Börse Kurs Datum/Zeit Diff. Diff. % Geld Brief Erster Schluss
BET-AT-HOME.COM AG O.N. A0DNAY Frankfurt 2,580 25.06.24 08:13:49 -0,070 -2,64% 0,000 0,000 2,580 2,650

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