bet-at-home.com AG, Düsseldorf
WKN A0DNAY
ISIN DE000A0DNAY5
Invitation to the annual shareholders' meeting
(convenience translation - only the German version is binding)
We hereby invite the shareholders of bet-at-home.com AG, Dusseldorf, to the annual shareholders' meeting to be held on Tuesday, May 18, 2021, at 2:00 p.m.
Annual Shareholders' Meeting.
The annual shareholders' meeting will be held at the Jumeirah Frankfurt, Thurn-und-Taxis-Platz 2, 60313 Frankfurt am Main, Germany. However, under consideration of the ongoing COVID 19 pandemic, this year's annual shareholders' meeting will also be held as a virtual meeting, i.e. without the physical presence of the shareholders or their proxies, in order to protect the participants and to ensure orderly proceedings.
We therefore ask shareholders once again this year to pay particular attention to the information set out after the agenda in this invitation to the annual shareholders' meeting under section II., regarding registration for the annual shareholders' meeting, exercising voting rights and other shareholder rights.
I. AGENDA AND PROPOSED RESOLUTIONS
1. presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2020, the combined management report for the financial year 2020 together with the explanatory report of the management board on the disclosures pursuant to sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch, HGB), the proposal of the management board on the use of net profits, and the report of the supervisory board for the financial year 2020
The supervisory board has approved the annual financial statements and the consolidated financial statements prepared by the management board; the annual financial statements are thereby adopted. The other documents referred to above are also only to be made available to the annual shareholders' meeting in accordance with section 176 (1) sentence 1 of the German Stock Corporation Code (Aktiengesetz, AktG), without any resolution being required in this respect. The annual shareholders' meeting therefore is not required to pass a resolution on this agenda item 1.
2. resolution on the use of net profits
The management board and the supervisory board propose that the net profits of EUR 17,877,414.36 reported in the annual financial statements for the financial year 2020 be appropriated as follows:
Net profits: EUR 17,877,414.36
Amount to be distributed to shareholders: EUR 17,545,000.00
Profit carried forward: EUR 332,414.36
Notice:
In accordance with section 58 (4) sentence 2 AktG, the right to the payment of the dividend is due on the third business day following the resolution of the annual shareholders' meeting, i.e. on May 21, 2021. bet-at-home.com AG does not hold any treasury shares at the time of convening the annual shareholders' meeting that would not participate in the distribution of profits in accordance with section 71b AktG. According to the proposed resolution, an amount totaling EUR 2.50 per share is to be distributed on the total of 7,018,000 shares entitled to dividends. If a change in the number of treasury shares should have occurred by the time of the annual shareholders' meeting, a correspondingly modified proposal for a resolution on the appropriation of net income will be submitted to the annual shareholders' meeting, which, in addition to an unchanged distribution per share entitled to dividends totaling EUR 2.50, will provide for the disclosure of a correspondingly reduced profit distribution and a correspondingly increased profit carried forward.
3. resolution on the discharge of the management board for the financial year 2020
The management board and the supervisory board propose that the conduct of the members of the management board in the financial year 2020 be ratified.
4. resolution on the discharge of the supervisory board for the financial year 2020
The management board and the supervisory board propose that the conduct of the members of the supervisory board in the financial year 2020 be ratified.
5. resolution on the appointment of the auditor of the annual financial statements and the consolidated financial statements for the financial year 2021 as well as the auditor for a review of the half-yearly financial report 2021
The supervisory board proposes that PKF Fasselt Schlage Partnerschaft mbB, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Rechtsanwälte, Duisburg office, 47059 Duisburg, Germany, be appointed as auditors of the annual financial statements and auditors of the consolidated financial statements for the financial year 2021 and as auditors for any review of the condensed interim financial statements and interim management report as of June 30, 2021, in accordance with Section 115 (5) of the German Securities Trading Code (Wertpapierhandelsgesetz, WpHG).
6. resolution on the amendment of section 4 par. 3 of the articles of association (Authorized Capital I)
The annual shareholders' meeting of May 18, 2016 authorized the management board under agenda item 6 to increase the Company's share capital by up to EUR 3,509,000 until May 17, 2021 with the approval of the supervisory board (authorized capital). Due to the expiry of the authorization at the time of the annual shareholders' meeting, new authorized capital is to be created in an amount of EUR 1,403,600. The amount of EUR 1,403,600 corresponds to 20% of the current share capital and is therefore lower than the maximum amount of authorized capital of 50% of the share capital permitted by law.
The management board and supervisory board propose that the following resolutions be adopted:
Article 4 (3) of the articles of association shall be amended for the purpose of authorizing the management board in accordance with sections 202 pp. AktG (authorized capital) is amended as follows:
"(3) The management board is authorized, with the approval of the supervisory board, to increase the share capital of the Company by up to EUR 1,403,600 until May 17, 2026 by issuing up to 1,403,600 no-par value bearer shares on one or more occasions in return for cash contributions and/or contributions in kind (Authorized Capital I). 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). 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 for the purpose of acquiring companies or interests in companies;
- in the case of cash contributions, up to an amount not exceeding 10 % of the share capital existing at the time this authorization takes effect and at the time this authorization is exercised, if the 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 at the time the issue price is finally fixed. Shares 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 exclusion of subscription rights shall be counted towards the aforementioned 10% limit; (ii) furthermore, such shares shall be counted which were issued to underlay bonds or profit participation rights with conversion or option rights or an option or conversion obligation. an option or conversion obligation, insofar as 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 excluding subscription rights in corresponding application of section 186 (3) sentence 4 AktG. The maximum limit reduced in accordance with the above sentences of this bullet 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 new other authorization, but up to a maximum amount not exceeding 10 % 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 section 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 May 17, 2026, after the expiry of the authorization period. "
7. resolution on the authorization to acquire and use treasury shares and to exclude the right to tender and the subscription right as well as to cancel treasury shares
The annual shareholders' meeting of May 18, 2016 authorized the management board under agenda item 8, with the consent of the supervisory board, to acquire treasury shares of up to 10% of the share capital existing at the time of the resolution, i.e. up to EUR 701,800, until May 17, 2021. The Company has not made use of this authorization to date. Due to the expiry of the authorization at the time of the annual shareholders' meeting, a new authorization to acquire treasury shares shall be granted.
The management board and the supervisory board propose that the following resolution be adopted:
a) The management board is authorized, with the consent of the supervisory board, to acquire treasury shares up to a total of 10% of the share capital existing at the time this authorization takes effect or - if this value is lower - of the share capital existing at the time this authorization is exercised, until May 17, 2023. The shares acquired - together with other treasury shares held by or attributable to the Company pursuant to sections 71a AktG - may at no time exceed 10% of the Company's share capital.
b) The authorization may not be used for the purpose of trading in treasury shares.
c) The acquisition shall be effected (aa.) via the stock exchange or (bb.) by means of a public purchase offer addressed to all shareholders of the Company or a public invitation to the shareholders of the Company to submit offers for sale.
aa. When acquiring treasury shares via the stock exchange, the purchase price per share (excluding incidental costs) may not be more than 10% higher or lower than the stock market price of the Company's shares. The relevant stock market price within the meaning of the authorization shall be the volume-weighted arithmetic average of the stock market prices of the shares of the Company determined in Xetra specialist trading (formerly floor trading) and Xetra trading (or a functionally comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange during the last three trading days prior to the date of acquisition of the shares.
bb. If treasury shares are purchased by way of a public purchase offer to all shareholders of the Company or by way of a public invitation to the shareholders of the Company to submit offers for sale, the purchase or sale price offered or the limits of the purchase or sale price range offered per share (excluding incidental costs of acquisition) may not exceed or fall below the stock market price of the shares of the Company by more than 10%. The relevant stock exchange price within the meaning of the authorization shall be the volume-weighted arithmetic average of the stock exchange prices of the shares of the Company determined in Xetra specialist trading and Xetra trading (or a functionally comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange during the sixth to the third trading day prior to the day of publication of the offer or the invitation to submit offers for sale.
If, after publication of a purchase offer or after the invitation to submit offers to sell, there are significant price deviations from the purchase or selling price offered or from the limits of the purchase or selling price range offered, the offer or the invitation to submit offers to sell may be adjusted. In this case, the relevant amount shall be determined on the basis of the relevant price prior to publication of the adjustment. The 10% limit for exceeding or falling below the stock market price of the shares of the Company shall be applied to this amount.
In the event that an offer or invitation to tender is oversubscribed, acceptance may be made in proportion to the shares offered rather than according the quota in which the shareholder holds shares of the Company.
d) The management board is further authorized, with the approval of the supervisory board, to sell the acquired treasury shares to third parties against contributions in kind, thereby excluding shareholders' subscription rights, in particular also in connection with mergers and the acquisition of companies, business divisions and/or participations in companies. The value of the contribution in kind must be appropriate in an overall assessment within the meaning of section 255 (2) AktG.
e) The management board is further authorized, with the approval of the supervisory board, to sell the acquired treasury shares for cash in other ways than via the stock exchange or by way of an offer to all shareholders, thereby excluding shareholders' subscription rights. In this case, the shares may only be sold to third parties at a price (excluding incidental costs of disposal) which is not significantly lower than the stock market price of the Company's shares of the same class at the time of the sale, but no more than 5% lower. The relevant stock market price within the meaning of the authorization shall be the volume-weighted arithmetic average of the stock market prices of the shares of the Company determined in Xetra specialist trading and Xetra trading (or a functionally comparable successor system replacing the Xetra system) on the Frankfurt Stock Exchange during the last five trading days prior to the date of the sale of treasury shares. In this case, the authorization to exclude shareholders' subscription rights shall also apply subject to the proviso that the treasury shares sold subject to the exclusion of subscription rights may not exceed 10% of the share capital, i.e. neither 10% of the share capital existing at the time the authorization is granted nor 10% of the share capital existing at the time the authorization to exclude subscription rights is exercised. Shares which (i) were sold or issued during the term of this authorization on the basis of other authorizations in direct or analogous application of section 186 (3) sentence 4 AktG with exclusion of subscription rights shall be counted towards the aforementioned 10% limit (counting towards); furthermore, (ii) those shares shall be counted which were issued to service bonds or profit participation rights with conversion or option rights or an option or conversion obligation. an option or conversion obligation, insofar as 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 excluding subscription rights in corresponding application of section 186 (3) sentence 4 AktG. The maximum limit reduced in accordance with the above sentences of this letter e) shall be increased again after offsetting when a new other authorization to exclude subscription rights in accordance with Section 186 (3) sentence 4 AktG resolved by the annual shareholders' meeting takes effect, to the extent that subscription rights can be excluded in accordance with Section 186 (3) sentence 4 AktG under the new other authorization, but up to a maximum amount not exceeding 10 % of the share capital existing at the time this authorization takes effect and at the time this authorization is exercised.
f) In addition, the management board is authorized, with the approval of the supervisory board, to exclude shareholders' subscription rights for fractional amounts in the event of a sale of treasury shares via an offer for sale to all shareholders.
g) The management board is authorized to redeem the acquired treasury shares without any further resolution by the annual shareholders' meeting. In connection with the redemption, it is further authorized to redeem no-par value shares either in connection with a capital reduction or without a capital reduction. If no-par value shares are redeemed without a capital reduction, the proportion of the share capital represented by the remaining shares shall increase in accordance with section 8 par. 3 AktG. In this case, the management board is also authorized to adjust the number of shares in the Company in the articles of association (section 237 (3) no. 3 AktG).
h) The above authorizations may be exercised once or several times, individually or together, by the Company or by third parties for the account of the Company.
i) When acquiring treasury shares, the management board will dutifully observe the statutory provisions, in particular section 71 par. 2 sentence 2 AktG, according to which the Company must be able to establish a reserve at the time of acquisition in the amount of the expenses for the acquisition without reducing the share capital or a reserve required by law or the articles of association which may not be used for payment to the shareholders.
8. elections to the supervisory board
In accordance with sections 95, 96 (1), 101 (1) AktG together with section 10 (1) of the articles of association, the supervisory board of the Company is composed of three members, all of whom are elected by the annual shareholders' meeting. In accordance with section 10 (2) of the articles of association, the members of the supervisory board are elected as determined by the annual shareholders' meeting for a maximum period up to the end of the annual shareholders' meeting which resolves on the ratification of the acts of the supervisory board for the fourth financial year after the beginning of the term of office. The financial year in which the term of office begins is not included.
Mr. Nicolas Beraud was elected to the supervisory board at the annual shareholders' meeting of July 07, 2020, until the end of the annual shareholders' meeting resolving on his discharge for the financial year 2024 (thus until the end of the annual shareholders' meeting 2025). Mr. Nicolas Beraud resigned his mandate prematurely with effect as of the end of the annual shareholders' meeting on May 18, 2021 and thus before the end of the current term of office.
The supervisory board proposes to elect as member of the supervisory board with effect from the end of the annual shareholders' meeting on May 18, 2021:
- Mr. François Riahi, CEO at Financiere LOV S.A.S., Paris, France, resident in Paris, France,
for the period until the end of the annual shareholders' meeting which resolves on his discharge for the financial year 2025.
Supplementary notes:
It is pointed out that Mr. Martin Arendts has been elected chairman of the supervisory board and that no changes in this regard are currently expected. The supervisory board has ascertained from the candidate proposed for election that he is able to devote the expected amount of time. The supervisory board's election proposal takes into account the objectives resolved by the supervisory board for its composition.
According to recommendation C. 13 of the German Corporate Governance Code (as amended on December 16, 2019), the supervisory board shall disclose the personal and business relationships of each candidate with the Company, the corporate bodies of the Company and a shareholder with a material interest in the Company when making election proposals to the annual shareholders' meeting. The recommendation on disclosure is limited to those circumstances which, in the opinion of the supervisory board, an objectively judging shareholder would regard as decisive for his election decision. Significant shareholders within the meaning of this recommendation are shareholders who directly or indirectly hold more than 10% of the voting shares of the Company.
Mr. Riahi serves as CEO at Financiere LOV S.A.S., Paris, France.
Financiere LOV S.A.S. Paris, France, indirectly holds the majority of shares in bet-at-home.com AG. However, in the opinion of the supervisory board, this did not lead to a conflict of interest that would conflict with the acceptance of the mandate. This is because there are no ongoing operational relationships between Financiere LOV S.A.S. and the Company. If and to the extent that individual business relationships arise, any conflicts of interest that may exist are taken into account by means of tried and tested procedures, e.g. abstention from voting. In addition, relationships between controlling companies and the Company are subject to the reporting and auditing requirements of sections 312 pp AktG.
CANDIDATE RESUME:
Name: François Riahi
Profession: CEO at Financiere LOV, Paris, France
Nationality: France
Place of birth: Paris, France
Date of birth: April 08, 1973
Professional career:
Since 11/2020 Financiere Lov - CEO
06/2018 - 08/2020 Natixis - CEO
12/2017 - 06/2018 Groupe BPCE - Managing Director & Member of Management Board
02/2016 - 12/2017 Natixis - Global Co-Head of Corporate and Investment Banking
08/2012 - 07/2016 Natixis - Chief Executive Officer Wholesale Banking Asia Pacific
03/2009 - 08/2012 Groupe BPCE - Deputy Chief Executive Officer - Strategy
05/2007 - 03/2009 Présidence de la République - Advisor to Nicolas Sarkozy
01/2005 - 05/2007 Ministry of Finance (France) - Head of Budget Policy
Studies:
National School of Administration (Strasbourg, France)
Stanford University - Management Executive Program
IEP Paris - Master of Science, Public Administration
Ecole centrale de Paris - Master of Science, Engineering
Memberships of other statutory supervisory boards or comparable corporate bodies of companies in Germany and other countries:
Betclic Everest Group S.A.S. (Paris, France)
Banijay Group S.A.S. (Paris, France)
Estoublon Holding S.A.S.U. (Paris, France)
LOV Hotel Collection Holding S.A.S.U. (Paris, France)
Consulting activities for major competitors:
none
Significant shareholding in bet-at-home.com AG:
none
Other business relations with bet-at-home (related party transactions):
none
Employment at bet-at-home in the last 5 years:
none
Government activity/political offices:
none
9. resolution on the confirmation of the remuneration of the supervisory board
The Act Implementing the Second Shareholders' Rights Directive (ARUG II) has resulted in an amendment to section 113 (3) AktG. Pursuant to section 113 (3) sentences 1 and 2 AktG, the annual shareholders' meeting of listed companies must pass a resolution on the compensation of the members of the supervisory board at least every four years, whereby a resolution confirming the compensation is permissible. The first resolution on the compensation of supervisory board members must be passed by the end of the first annual shareholders' meeting following December 31, 2020.
The remuneration of supervisory board members is based on section 14 of bet-at-home.com AG's articles of association. This has the following wording:
"§ 14 Reimbursement of expenses and remuneration
(1) The members of the supervisory board shall receive:
- the reimbursement of their necessary expenses,
- remuneration to be determined by the annual shareholders' meeting.
(2) To the extent that emoluments are subject to value added tax, such tax shall be additionally reimbursed by the Company."
Pursuant to section 14 (1) of the articles of association of bet-at-home.com AG, the annual shareholders' meeting must determine the remuneration of supervisory board members. The annual shareholders' meeting adopted the following resolution on May 17, 2017 under agenda item 7:
"The members of the supervisory board shall receive fixed remuneration in the amount of EUR 20,000.00 for each full financial year, payable one month after the end of the financial year, starting on January 01, 2017. The chairman of the supervisory board shall receive a fixed remuneration of EUR 40,000.00. supervisory board members who have not belonged to the supervisory board for a full financial year shall receive the remuneration pro rata temporis in accordance with the duration of their membership of the supervisory board."
In addition, in accordance with section 14 (1) of bet-at-home.com AG's articles of association, supervisory board members are reimbursed for their necessary expenses.
In the opinion of the management board and the supervisory board, the compensation for the members of the supervisory board resolved in 2017 is still appropriate and shall therefore remain unchanged.
The management board and the supervisory board therefore propose that the existing provision in Section 14 of the articles of association of bet-at-home.com AG and the remuneration for members of the supervisory board set by resolution of the annual shareholders' meeting on May 17, 2017, including the remuneration system for members of the supervisory board presented below on which this remuneration is based, be confirmed.
Compensation system for members of the supervisory board:
The system for the compensation of supervisory board members is based on statutory requirements and takes into account 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 taking into account the compensation arrangements of other listed companies. At the same time, it should make the assumption 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 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 actively involved in the operations of the Company. 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 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 fulfills 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 higher time commitment of the chairman shall be appropriately reflected by 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 financial 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 shareholders' 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 supervisory board conduct a review to determine whether the amount and composition of 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 supervisory board are observed in the procedures for setting up, implementing and reviewing the compensation system. It is ensured that external compensation experts, where consulted, are independent; confirmation of their independence is required in this regard.
10. resolution on the approval of the compensation system for the members of the management board
The Act Implementing the Second Shareholders' Rights Directive (ARUG II) introduced a new section 120a AktG. Section 120a (1) AktG provides that the annual shareholders' meeting of listed companies shall resolve on the approval of the compensation system for members of the management board presented by the supervisory board whenever there is a significant change, but at least every four years.
On March 16, 2021, the supervisory board adopted a resolution on the compensation system for management board members.
The supervisory board proposes that the compensation system for the members of the management board resolved by the supervisory board, which is presented below, be approved.
Compensation system for members of the management board:
1. Principles of the compensation system for members of the management board of bet-at-home.com AG
The compensation system for the management board aims to remunerate management board members appropriately in line with their duties and responsibilities and to directly consider the performance of each management board member as well as the success of the Company. The structure of the compensation system for the management board of bet-at-home.com AG is aimed at achieving a sustainable increase in enterprise value and success-oriented corporate management. In principle, the supervisory board is guided by 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, measured against the target figures of (i) the Group's gross betting and gaming revenue and (ii) consolidated profit adjusted for income taxes, net financial income, depreciation and amortization (EBITDA). In order to ensure that the interests of shareholders are also considered, the variable compensation components are supplemented by a share price-based component. Variable compensation components also have a multi-year character. The creation and preservation of value for shareholders thus also leads to positive salary development. The performance of the management board members is appropriately considered by setting adequate and ambitious performance criteria within the variable compensation components ("pay for performance").
In addition, non-financial performance criteria such as integrity, employee satisfaction and diversity as well as sustainability/environmental social governance (ESG) aspects are included in the assessment of compensation.
The compensation system and the performance criteria of its variable components thus incentivize long-term and sustainable development of the bet-at-home.com AG Group.
2. Procedures for determining, reviewing and implementing the compensation system
The compensation of the management board is determined by the supervisory board as a whole. The establishment of a separate Personnel Committee has been dispensed with, as the supervisory board of the Company consists of three members and there is therefore no need for such a committee. If necessary, independent external advisors are consulted. In accordance with the Rules of Procedure for the supervisory board, the members of the supervisory board are obliged to report any conflicts of interest without delay. The supervisory board designs the system for the compensation of management board members considering applicable laws and regulations, in particular the requirements of the AktG as amended, any regulatory requirements and the recommendations of the German Corporate Governance Code. In doing so, it shall ensure clarity and comprehensibility.
The management board compensation system thus adopted by the supervisory board will be submitted to the annual shareholders' meeting for a resolution on its approval.
The supervisory board determines the specific target total compensation on the basis of the compensation system.
The supervisory board regularly reviews the compensation system for the management board and the appropriateness of the compensation. In accordance with the requirements of Section 120a (1) AktG, the supervisory board will submit the compensation system for the members of the management board to the annual shareholders' meeting for approval in the event of significant changes, but at least every four years.
The present system of compensation for members of the management board shall apply to future management board service contracts. 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.
2.1. Horizontal comparison
When designing the compensation system, an attempt was made to use a suitable peer group to assess the market standard of the overall compensation. In the opinion of the supervisory board, however, no suitable peer group (listed online betting and gaming providers) has been identified that provides reliable information for a horizontal comparison. However, generally accessible compensation studies were considered, but these only provide a comparative starting point in terms of company size and other non-specific aspects.
2.2. Vertical comparison
The compensation and employment conditions of employees were considered as part of the vertical comparison. In line with previous practice, the supervisory board considers the relationship of compensation to senior executives in the Group, to the extended management group, and to the workforce as a whole. This consideration was also carried out over the course of the last three years.
3. Compensation components in detail
3.1. Fixed compensation components
The fixed compensation components granted to the members of the management board under the compensation system comprise basic compensation and fringe benefits. The members of the management board do not receive a pension commitment.
3.1.1. Base references
The members of the management board shall receive a fixed basic compensation. Provision may be made for this to be payable monthly or in fourteen (14) monthly salaries, of which twelve (12) monthly salaries are payable at the end of each month, the thirteenth (13th) monthly salary at the end of May of each year and the fourteenth (14th) monthly salary at the end of November of each year. The basic compensation is promised and granted by bet-at-home.com AG and/or its subsidiaries, if applicable, in the context of employment relationships.
3.1.2. Fringe benefits
Fringe benefits are granted on the basis of service contracts with the individual members of the management board and may include, for example: private use of company cars, special payments such as payment of tuition, housing, rent and relocation expenses, reimbursement of fees for the preparation of income tax documents, reimbursement of fees, subsidies for pension insurance (with the exception of the pension commitments presented here), subsidies for accident , life and health insurance or other insurance. Fringe benefits may be provided on a one-time or recurring basis.
3.1.3. Pension commitments
The members of the management board do not receive any pension commitments.
3.2. 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, some of which is deferred. 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.
3.2.1. Target amounts
With regard to Variable Compensation 1, target amounts are agreed with the management board members in their service contracts, which are granted to them if they achieve 100% of their targets ("VC1 target amount"). The variable compensation is calculated on the basis of the VC1 target amount within a target achievement corridor of 50% to 200%. 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.
3.2.2. Performance targets
The assessment factors to be defined for VC1 comprise financial and non-financial performance criteria. Non-financial performance criteria account for up to 10% of the VC1 target amount.
Financial performance targets
As financial performance criteria, reference is to be made in particular to the gross betting and gaming revenue generated as the most significant performance indicator, and to EBITDA. At the beginning of a management board service agreement, which generally runs for three years, corresponding targets are set in advance for each year for the entire term, so that the assessment basis is already multi-year in this respect.
85% of the Variable Compensation 1 to be granted on this basis for a financial year, which is based on financial performance targets, is due in the month following approval of the annual financial statements and consolidated financial statements by the supervisory board of the Company. A further 15% of the Variable Compensation 1 for a financial year, which is based on financial performance targets, is allocated to a so-called sustainability account ("mid-term incentive"). Payment of the mid-term incentive is linked to the targets for the following financial year. If targets are achieved by 100% or more in the following financial year, the management board member is entitled to payment of the full mid-term incentive. If targets are achieved by up to 50%, the mid-term incentive is reduced on a straight-line basis; if targets are achieved by less than 50%, the mid-term incentive is not paid out at all. If the management board contract is not continued beyond the end of the financial year, the mid-term incentive is payable immediately after approval of the annual financial statements.
Non-financial performance targets
Non-financial performance criteria are to be included in the target agreement alongside criteria such as integrity, employee satisfaction and diversity, as well as sustainability/environmental social governance (ESG) aspects, which are to account for up to 10% of the overall target achievement.
For the non-financial, strategic targets, the agreement with the management board members is to define the conditions under which the respective target is fully met (100% target achievement of the individual criterion) and which parameters are used to assess the degree of target achievement. In the case of non-financial strategic project targets, particular consideration is given to aspects such as quality, budget compliance and adherence to deadlines.
3.2.3. Change of performance targets
A subsequent change of the performance targets is excluded.
3.2.4. Calculation of target achievement
The total target achievement of the short-term variable compensation is derived from the agreed average of the individual performance criteria and the degree of target achievement in each case.
3.2.5. Abolition of Variable Compensation 1
If the Company terminates the employment relationship for good cause within the meaning of Section 626 of the German Civil Code (Bürgerliches Gesetzbuch - BGB), the Variable Compensation 1 shall cease to apply for the financial year in which the termination takes effect. For other cases of premature termination, the management board receives the VC1 payment pro rata temporis. This payment is due within one month of publication of the audited annual financial statements. Any credit balances in the sustainability account will also be paid out in full.
3.3. Variable Compensation 2 ("VC2")
As part of the compensation system, Variable Compensation 2 can be agreed with the members of the management board, which can lead to an annual bonus payment. The origin and amount of Variable Compensation 2 depend to a large extent on the enterprise value of bet-at-home.com AG. VC2, if agreed with the members of the management board, is due on December 31 of each year.
At the beginning of a management board service contract, which generally runs for three years, a share price of the Company is fixed in advance for the entire term ("base price").
If the fixed share price is exceeded in subsequent years on the basis of a 6-month average share price in the months July to December ("Relevant Share Price"), the management board member receives a cash payment corresponding to a fixed agreed share of the increase in the value of the Company compared with the agreed share price.
If, for example, a base price of EUR 45.00 was agreed, the market capitalization based on 7,018,000 shares would be EUR 315,810,000.00. If the relevant price were EUR 55.00, the increased market capitalization would be EUR 385,990,000.00 and the increase in market capitalization would be EUR 70,180,000.00.
VC2 is calculated on the basis of a %age of the increase in market capitalization agreed with the management board members, which is up to 0.67%. Based on the above increase in the market capitalization, this would result in a VC2 of a maximum of EUR 470,206.00.
4. Target total compensation
In accordance with the compensation system, the supervisory board determines the amount of the target total compensation for each management board member.
In doing so, it shall consider not only an appropriate relationship to the duties and performance of the management board member, but also the economic situation and the success and future prospects of the Company. The supervisory board shall ensure that the target total compensation does not exceed the customary compensation without special justification. The target total compensation for the individual management board members is derived from the basic compensation and Variable Compensation 1 in the event of 100% target achievement.
In addition, there is Variable Compensation 2, which, being share price-based, is not a component to be measured on the basis of a target achievement level based on a target agreement.
In determining the target total compensation for the individual management board members, the supervisory board will therefore use the consensus estimates of analysts as a basis with regard to Variable Compensation 2 and determine the target compensation from Variable Compensation 2 on this basis uniformly for each year of the term.
5. Maximum compensation
The maximum amount of fixed basic compensation plus fringe benefits for each management board member is EUR 1,500,000.00 p.a.
The maximum amount of Variable Compensation 1 is EUR 1,000,000.00 p.a. for each management board member based on 100% target achievement.
The payment from Variable Compensation 2 is limited to 10 times the basic compensation paid for the year added by Variable Compensation 1.
6. Commitments to members of the management board in the event of resignation
The supervisory board may determine exit regulations for each compensation component and for each case in which the employment relationship of a member of the management board or the appointment as a member of the management board ends. This includes cases such as retirement or full or partial reduction in earning capacity, death, ordinary termination of the service contract or termination of the service contract for good cause, dismissal from office for good cause, transfer of a service contract to the major shareholder of the Company or to a company affiliated with the major shareholder of the Company. For each of these cases, the supervisory board may determine in advance what requirements apply in order for individual or all compensation components to be paid either in full or in part, early or delayed, to the members of the management board or - in the event of death - to the heirs of the management board member concerned, or to lapse. In any case, a payment of variable compensation components can only be made in accordance with the targets and comparison parameters as well as the due dates specified in the respective plan terms and conditions referred to in the service agreements or agreed in the service agreements with the respective members of the management board.
The supervisory board concludes service agreements with members of the management board that provide for a severance payment cap.
Severance payments in the event of premature termination of management board membership without good cause may not exceed a total of two years' compensation, but may not exceed the total compensation entitlement for the remaining term of the contract ("severance payment cap").
In the event of temporary incapacity to work due to illness or accident or for other reasons not attributable to gross negligence or intent on the part of the management board member, the supervisory board may determine that the fixed compensation shall continue to be paid for a period of 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 to half of their respective basic compensation per year of the respective period of validity of the post-contractual non-competition clause. Payments under a post-contractual non-competition clause are to be offset against any severance payments.
7. 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. 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).
8. Compensation system in the event of special and exceptional circumstances
In special and exceptional circumstances (e.g. in the event of a severe financial or economic crisis), the supervisory board has the right to temporarily deviate from the compensation system in accordance with Section 87a (2) sentence 2 AktG and to amend the regulations relating to the compensation structure and individual compensation components as well as the regulations on the respective procedure, provided this is necessary in the interests of the long-term welfare of the Company. A deviation from the compensation system is only possible by a corresponding resolution of the supervisory board and after careful examination of the necessity. The components of the compensation system from which deviation is possible under the above circumstances are the procedure, the compensation structure, the individual compensation components and their performance criteria. Furthermore, in this case the supervisory board may temporarily grant additional compensation components or replace individual compensation components with other compensation components to the extent necessary to restore the appropriateness of management board compensation in the specific situation.
Reports on agenda items 6 and 7
Report of the management board on agenda item 6 concerning the authorization to exclude subscription rights in respect of Authorized Capital I pursuant to section 203 (2) sentence 2 in conjunction with section 186 (4) sentence 2 AktG
The management board and the supervisory board propose that the annual shareholders' meeting adopt a resolution on the creation of a new Authorized Capital I with the option to exclude subscription rights by amending section 4 (3) of the articles of association accordingly.
The management board is to be authorized, with the approval of the supervisory board, to increase the share capital of the Company by up to EUR 1,403,600 by May 17, 2026 by issuing up to 1,403,600 no-par value bearer shares on one or more occasions in return for cash contributions and/or contributions in kind (Authorized Capital I).
When utilizing the proposed Authorized Capital I, the shareholders generally have a statutory subscription right. In addition to a direct issue of the new shares to the shareholders, it shall be possible under Authorized Capital I to offer the new shares to the shareholders for subscription in such a way that they are initially taken over by financial institutions or comparable entities pursuant to section 186 (5) sentence 1 AktG, which undertake to offer them to the shareholders for subscription. The intermediation of credit institutions or equivalent companies pursuant to section 186 (5) sentence 1 AktG facilitates the technical processing of the share issue. It does not lead to an actual exclusion of shareholders' subscription rights, which is also the understanding of legislator introducing section 186 (5) sentence 1 AktG.
The management board shall also be authorized, with the approval of the supervisory board, to exclude shareholders' subscription rights in the following cases: (i) for fractional amounts; (ii) in the case of capital increases against contributions in kind; (iii) in the case of cash contributions up to an amount not exceeding10 % of the share capital existing at the time this authorization becomes effective or - if lower - at the time this authorization is exercised, provided that the issue price of the shares is not significantly lower than the stock market price of the Company's shares already listed at the time the issue price is finally fixed.
Exclusion of subscription rights for fractional amounts
The authorization to exclude subscription rights for fractional amounts facilitates the handling of the capital increase by facilitating the establishment of a technically feasible subscription quota. The new shares excluded from the shareholders' subscription rights as fractional shares are either sold on the stock exchange or otherwise realized in the best possible way for the Company. A possible dilution effect is low due to the restriction to fractional amounts.
Exclusion of subscription rights in the case of share issues against contributions in kind
In the event of a capital increase against contributions in kind using Authorized Capital, the management board shall be authorized, with the approval of the supervisory board, to exclude shareholders' subscription rights. This will enable the management board to use shares in the Company in appropriate individual cases as consideration for contributions in kind, in particular in connection with the acquisition of companies, business divisions or participations in companies, without having to resort to the capital market. The Company is in competition with other companies. It must therefore be able to act quickly and flexibly in changing markets. This also includes, if necessary, the acquisition of companies, parts of companies or interests in companies, or intellectual property such as patents or licenses or other assets. In such cases, the consideration cannot or should not be paid in cash. On the one hand, this may be due to the fact that the seller requires shares in the acquiring company as consideration; on the other hand, it may be in the interest of the Company to create a lasting bond with the Company by offering shares, particularly to key persons on the seller's side. The issue of shares in the case of company acquisitions can also protect the Company's liquidity. The proposed authorization gives the Company the scope required to quickly and flexibly exploit opportunities which arise to acquire companies or business divisions or participations in companies as well as other assets. There are currently no specific plans to utilize this authorization. If specific acquisition opportunities arise, the management board will examine them carefully and only use the authorization granted to it in the well-understood interests of the Company. In making its decision, the management board will consider alternative courses of action which would not affect the rights of the shareholders of the Company or at least to a lesser extent than a capital increase with exclusion of subscription rights. It will only make use of the authorization excluding shareholders' subscription rights if, in its view, the exclusion of subscription rights is suitable, necessary and, in view of the impaired shareholders' interests, appropriate for achieving the purpose pursued with the respective measure and in the interests of the Company. Only if these conditions are met will the supervisory board also grant its approval. The basis for the valuation of the shares in the Company to be granted on the one hand and of the asset to be acquired on the other will in principle be neutral appraisals, e.g. by auditing firms and/or investment banks, so that any undermining of the value of the Company through the use of the authorization is avoided.
Facilitated exclusion of subscription rights pursuant to section 186 (3) sentence 4 AktG
In the case of Authorized Capital I, subscription rights may also be excluded in accordance with section 186 (3) sentence 4 AktG in the event of a cash capital increase. This authorization is intended to make use of the possibility of the so-called simplified exclusion of subscription rights within the meaning of section 186 (3) sentence 4 AktG. The possibility of excluding subscription rights as provided for by law in section 186 (3) sentence 4 AktG puts the Company in a position to take advantage of opportunities that arise quickly and flexibly as well as cost-effectively on account of the respective stock market situation. By dispensing with the time-consuming and costly processing of subscription rights, any equity requirements can be covered in a timely manner. New groups of shareholders can be recruited both in Germany and abroad. This option is also important for the Company because it must be able to exploit market opportunities in its markets quickly and flexibly and cover any resulting capital requirements at very short notice. However, in accordance with section186 (3) sentence 4 AktG, the authorization is limited to a maximum amount of up to 10 % of the lower share capital existing at the time this authorization becomes effective and at the time this authorization is exercised.
Shares which (i) were sold or issued during the term of this authorization on the basis of other authorizations in direct or analogous application of section 186 (3) sentence 4 AktG with exclusion of subscription rights shall be counted towards the aforementioned 10% limit (counting towards); furthermore, (ii) those shares shall be counted which are issued or are 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 or are to be issued during the term of this authorization on the basis of another authorization with exclusion of subscription rights in direct or analogous application of section 186 (3) sentence 4 AktG. an option or conversion obligation, insofar as 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 excluding subscription rights in corresponding application of section 186 (3) sentence 4 AktG. The correspondingly reduced maximum limit shall be increased again after offsetting when a new other authorization to exclude subscription rights in accordance with section 186 (3) sentence 4 AktG resolved by the annual shareholders' meeting becomes effective, to the extent that subscription rights can be excluded in accordance with section 186 (3) sentence 4 AktG under the new other authorization, but at most up to an amount not exceeding 10 % of the share capital existing at the time this authorization becomes effective and at the time this authorization is exercised.
In the interests of the shareholders, this ensures that the use of the authorization does not result in a dilution of their shareholding that could not be compensated for by a subsequent purchase of shares on the stock exchange, which is also the understanding of the legislator introducing section 186 (3) sentence 4 AktG. For this reason, the management board will only make use of the authorization if, at the time it is exercised, there is stock exchange trading in shares of the Company which justifies the assumption that subsequent purchases via the stock exchange would actually be possible to an expected extent. The authorization to exclude subscription rights pursuant to section 186 (3) sentence 4 AktG in the event of a cash capital increase also applies subject to the proviso that the issue price of the new shares is not significantly lower than the stock market price of the shares of the Company already listed. The issue price for the new shares will therefore be based on the stock market price of the shares already listed and will not fall significantly (generally by more than 5%) below the current stock market price, so that there is no reason to fear any significant economic dilution of the shareholders.
Presentation of the Company's reserve capital
In the event that the authorization requested under agenda item 6 is granted and becomes effective, the Company's reserve capital would develop as follows:
(i) Authorized Capital I
Authorized Capital I would exist in an amount of EUR 1,403,600. The aforementioned options for excluding subscription rights would apply to the new Authorized Capital I.
(ii) Conditional capital
The Company currently has no conditional capital.
Following the granting of the requested authorization, the total reserve capital would thus amount to EUR 1,403,600, corresponding to approximately 16.67% of the share capital after full utilization of the reserve capital and corresponding to 20% of the current share capital.
If the authorization is utilized, the management board will inform the next annual shareholders' meeting of such utilization.
Report of the management board on agenda item 7 concerning the authorization to exclude tender rights and subscription rights when acquiring and using treasury shares pursuant to section 71 (1) No. 8 Sentence 5 in conjunction with section186 (4) Sentence 2 AktG
The management board and supervisory board intend to propose to the annual shareholders' meeting on May 18, 2021 that the Company be authorized to acquire treasury shares up to a maximum proportionate amount of 10% of the share capital attributable to these shares. The authorization shall take effect upon adoption of the resolution by the annual shareholders' meeting and shall be valid until May 17, 2023.
When acquiring treasury shares, the principle of equal treatment pursuant to section 53a AktG must be observed. The proposed acquisition of the shares via the stock exchange or by means of a public purchase offer or a public invitation to submit offers for sale takes account of this principle. If the quantity offered at the fixed price exceeds the number of shares demanded by the Company, acceptance of the offers to sell must be allocated. In this context, the reallocation may be made on the basis of the proportion of shares tendered (tender quotas) rather than on the basis of participation quotas, because the acquisition procedure can thus be technically handled more easily within an economically reasonable framework.
To the extent that the management board is to be authorized, with the consent of the supervisory board, to exclude shareholders' subs
bet-at-home.com AG DE000A0DNAY5 
