Disclaimer:
Translation. The German version prevails.
Introduction 1
Compensation system for members of the Management Board 1
Principles of the compensation system for members of the Management Board 1
Procedures for determining, reviewing and implementing the compensation system 2
Horizontal comparison 3
Vertical comparison 3
Compensation components in detail 3
Fixed Compensation components 3
Variable Compensation 1 ("VC1") 4
Variable Compensation 2 ("VC2") 6
Target total compensation 7
Maximum remuneration 8
Commitments to members of the Board of Management in the event of resignation 8
Rights of the Company to reclaim variable compensation components 9
Contract terms, termination options 10
Compensation system in the event of special and exceptional circumstances 10
Compensation System for members of the Supervisory Board 10
Remuneration at a glance 11
Compensation of the Management Board 11
Compensation of the Management Board in the financial year 2023 11
Compensation of the Management Board over the last five financial years 13
Average compensation of employees over the last five years 15
Remuneration of the Supervisory Board 15
Compensation of the Supervisory Board in the financial year 2023 15
Compensation of the Supervisory Board over the last five financial years 16
Comparative presentation of revenue development 16
Auditor's Report 17
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INTRODUCTION
The current compensation report for the 2025 financial year was prepared by the Management Board and Supervisory Board of the bet-at-home.com AG Group in accordance with Section 162 of the German Stock Corporation Act (AktG). The remuneration report describes the principles of the current compensation system for the Management Board and Supervisory Board and provides a comprehensive overview of the remuneration granted and due to the members of the Management Board and Supervisory Board in the 2025 financial year. The contents of the compensation report comply with the regulatory requirements of the German Stock Corporation Act (Section 162 AktG) and the recommendations and suggestions of the German Corporate Governance Code (DCGK) as amended on 28 April 2022.
The compensation report 2024 was submitted for approval of the Annual General Meeting of the bet-at-home.com AG Group on 6 June 2025 in accordance with Section 120a (4) AktG and approved by a majority of 99.94%.
The compensation system applicable to the Management Board in the reporting year was approved by the Annual General Meeting on 26 May 2023 in accordance with Section 120a (4) AktG. The applicable compensation system for the Supervisory Board of bet-at-home.com AG was approved by the Annual General Meeting on 18 May 2021 and reconfirmed at the Annual General Meeting on 6 June 2025. 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.
In May 2025, Claus Retschitzegger was appointed by the Supervisory Board of bet-at-home.com AG as a member of the Management Board and as the new CEO of bet-at-home.com AG. The former member of the Management Board and CEO, Marco Falchetto, resigned from his position in accordance with his contract as of 31 May 2025, and left the Management Board on that date.
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COMPENSATION SYSTEM FOR MEMBERS OF THE MANAGEMENT BOARD
-
PRINCIPLES OF THE COMPENSATION SYSTEM FOR MEMBERS OF THE MANAGEMENT BOARD
The compensation system for the Management Board aims to remunerate Management Board members appropriately in line with their duties and responsibilities and to directly consider the performance of each Management Board member as well as the success of the Company. The structure of the compensation system for the Management Board of bet-at-home.com AG is aimed at achieving a sustainable increase in enterprise value and success-oriented corporate management. In principle, the Supervisory Board complies with the following guidelines when determining compensation levels and the compensation system:
The compensation system as a whole makes a significant contribution to promoting the business strategy. To this end, the variable compensation components in particular are also to be linked to the achievement of strategic targets. The focus here is on profitable growth, in particular measured against the target figures of (i) the Group's gross betting and gaming revenue and (ii) consolidated profit adjusted for income taxes, net financial income, depreciation
and amortization (EBITDA), whereby, in agreement with the Supervisory Board, EBITDA before special items* was used in the financial year 2023. In order to ensure that the interests of shareholders are also considered, the variable compensation components are supplemented by a multi-year component, which is determined on the basis of performance of the share price. The creation and preservation of value for shareholders thus also leads to positive salary development. The performance of the Management Board members is appropriately considered by setting adequate and ambitious performance criteria within the variable compensation components ("pay for performance").
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.
* For the definition of the non-IFRS performance indicator "EBITDA before special items", please refer to the section V "Other financial information
- EBITDA before special items as an alternative performance indicator" of the Notes to financial statements for the 2025 financial year.
-
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.
-
HORIZONTAL COMPARISON
-
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 member 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 2025 financial year, the member of the Management Board was granted the following fixed compensation components:
Allocations granted (in EUR)
Claus Retschitzegger CEO
Appointed: 06/2025
2025
2025 (Min)
2025 (Max)
Fixed remuneration
155,231.95
250,000.00
250,000.00
Consulting services
0.00
0.00
0.00
Total
155,231.95
250,000.00
250,000.00
Allocations granted (in EUR)
Marco Falchetto CEO
Until: 05/2025
2024
2025
2025 (Min)
2025 (Max)
Fixed remuneration
450,000.00
310,714.30
450,000.00
450,000.00
Consulting services
0.00
0.00
0.00
0.00
Total
450,000.00
310,714.30
450,000.00
450,000.00
Mr. Marco Falchetto, following the termination of his activities as a member of the Management Board, is entitled under the contractual non-compete clause to a six-month compensation in the amount of EUR 112,500.00 (corresponding to half of his monthly remuneration of EUR 18,750), and for a further six-month period in the amount of EUR 225,000.00 (EUR 37,500 per month) should the non-compete clause be extended to one year. The Supervisory Board decided on 21 July 2025, to terminate the extension of the non-compete clause.
-
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).
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.
* For the definition of the non-IFRS performance indicator "EBITDA before special items", please refer to the section V "Other financial information - EBITDA before special items as an alternative performance indicator" of the Notes to financial statements for the 2025 financial year.
In the 2025 financial year, the Management Board member was granted the following VC1:
Allocations granted (in EUR)
Claus Retschitzegger CEO
Appointed: 06/2025
2025
2025 (Min)
2025 (Max)
Variable Compensation VС1
79,115.51
0.00
500,000.00
Total
79,115.51
0.00
500,000.00
Allocations granted (in EUR)
Marco Falchetto CEO
Until: 05/2025
2024
2025
2025 (Min)
2025 (Max)
Variable Compensation VС1
336,078.70
94,185.14
0.00
500,000.00
Variable Compensation VС1 2024
67,298.08
0.00
0.00
0.00
Total
403,376.78
94,185.14
0.00
500,000.00
The VC1 accrued in 2025 for Mr. Falchetto (pro rata for the period of his appointment until 31 May 2025) as well as the VC1 accrued for Mr. Retschitzegger (pro rata from the date of his appointment on 01 June 2025) is based on an estimated calculation, which was necessary due to the complexity of the variable component "EBITDA before special effects". This component was introduced in the 2023 financial year in accordance with the procedure resolved by the Supervisory Board and in line with the definition of Betclic Everest Group SAS, which at that time was the majority shareholder of bet-at-home.com AG.
Upon approval of the consolidated financial statements in the following year 2026, the VC1 for 2025 will be reassessed and taken into account in the 2026 financial year. The reassessment of VC1 for the 2024 financial year remained unchanged.
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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.
Neither in 2024 nor in 2025, "Variable Compensation 2" was granted to the member of the Management Board. 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)
Claus Retschitzegger CEO
Appointed: 06/2025
2025
2025 (Min)
2025 (Max)
Variable Compensation (VС2)
0.00
0.00
0.00
Total
0.00
0.00
0.00
Allocations granted (in EUR)
Marco Falchetto CEO
Until: 05/2025
2024
2025
2025 (Min)
2025 (Max)
Variable Compensation (VС2)
0.00
0.00
0.00
0.00
Total
0.00
0.00
0.00
0.00
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FIXED COMPENSATION COMPONENTS
-
TARGET TOTAL COMPENSATION
In accordance with the compensation system, the Supervisory Board determines the amount of the target total compensation for each Management Board member.
In doing so, it shall consider not only an appropriate relationship to the duties and performance of the Management Board member, but also the economic situation and the success and future prospects of the Company. The Supervisory Board shall ensure that the target total compensation does not exceed the customary compensation without special justification.
The target total compensation for the Management Board member is derived from the basic compensation and Variable Compensation 1 in the event of 100% target achievement.
In addition, there is Variable Compensation 2, which is not a component to be measured on the basis of a target achievement level based on a target agreement. The reason for this is that Variable Compensation 2 depends on the increase in market capitalisation and is therefore dependent on performance of the share price.
In determining the target total compensation for the Management Board, the Supervisory Board will therefore use among other things the consensus estimates of analysts as a basis with regard to Variable Compensation 2 and determine the target compensation from Variable Compensation 2.
-
MAXIMUM REMUNERATION
The maximum amount of fixed basic compensation plus fringe benefits for the Management Board member is EUR 500,000 p.a.
The maximum amount of Variable Compensation 1 is EUR 300,000 p.a. for the Management Board member based on 100% target achievement.
The payment from Variable Compensation 2 is limited to 10 times the basic compensation paid out for the Review Period added by Variable Compensation 1 paid out for the Review Period.
-
COMMITMENTS TO MEMBERS OF THE MANAGEMENT BOARD IN THE EVENT OF RESIGNATION
The Supervisory Board may determine exit regulations for each compensation component and for each case in which the employment relationship of a member of the Management Board or the appointment as a member of the Management Board ends. This includes cases such as retirement or full or partial reduction in earning capacity, death, ordinary termination of the service contract or termination of the service contract for good cause, dismissal from office for good cause, transfer of a service contract to the major shareholder of the Company or to a company affiliated with the major shareholder of the Company. For each of these cases, the Supervisory Board may determine in advance what requirements apply in order for individual or all compensation components to be paid either in full or in part, early or delayed, to the members of the Management Board or - in the event of death - to the heirs of the Management Board member concerned, or to lapse. In any case, a payment of variable compensation components can only be made in accordance with the targets and comparison parameters as well as the due dates specified in the respective plan terms and conditions referred to in the service agreements or agreed in the service agreements with the respective members of the Management Board.
The Supervisory Board concludes service agreements with members of the Management Board that provide for a severance payment cap.
Severance payments in the event of premature termination of Management Board membership without good cause may not exceed a total of two years' compensation, but may not exceed the total compensation entitlement for the remaining term of the contract ("severance payment cap").
In the event of temporary incapacity to work due to illness or accident or for other reasons not attributable to gross negligence or intent on the part of the Management Board member, the Supervisory Board may determine that the
fixed compensation shall continue to be paid for a period of up to six months, but not beyond the end of the Management Board member's contract.
Commitments for benefits in the event of premature termination of the employment contract by the Management Board member as a result of a change of control may not be agreed.
If there is good cause for terminating the service agreement, no severance payments will be made.
The Supervisory Board may agree with members of the Management Board that, in the event that their employment contract is not extended or ends for any other reason before the end of the regular term, they will receive a transitional allowance amounting to 50% of their last gross annual salary (including variable compensation component). The transitional allowance may not be paid if the contract is extended. The entitlement to payment of the transitional allowance shall lapse if the Management Board member has refused a reappointment and extension of the Management Board contract offered to him on terms that are the same or more favorable to him, or if the non-extension or termination is based on an important reason for which the Management Board member is responsible, or on an ordinary notice of termination given by the Management Board member.
The Supervisory Board may agree a post-contractual non-competition clause with members of the Management Board for a period of up to two (2) years. If such a post-contractual non-competition clause takes effect, the members of the Management Board may receive compensation amounting to up 100% of their respective basic compensation per year of the respective period of validity of the post-contractual non-competition clause. Payments under a post-contractual non-competition clause are to be offset against any severance payments.
-
RIGHTS OF THE COMPANY TO RECLAIM VARIABLE COMPENSATION COMPONENTS
The Supervisory Board may determine that variable compensation components not yet paid out are to be retained in full or in part and not paid out ("Claw Back") in the event of serious misconduct by the member of the Management Board. The Supervisory Board decides on the claw-back at its reasonable discretion. The Supervisory Board shall agree with the Management Board member in detail under what conditions serious misconduct by the member of the Management Board is to be assumed in this sense.
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.
-
PRINCIPLES OF THE COMPENSATION SYSTEM FOR MEMBERS OF THE MANAGEMENT BOARD
-
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.
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REMUNERATION AT A GLANCE
-
COMPENSATION OF THE MANAGEMENT BOARD
-
COMPENSATION OF THE MANAGEMENT BOARD IN THE 2025 FINANCIAL YEAR
The members of the parent company's Management Board were remunerated by Group companies in the 2025 financial year with a fixed compensation amounting to EUR 466 thousand. Variable remuneration totalling EUR 173 thousand was granted in the 2025 financial year. The variable remuneration of EUR 336 thousand accrued in 2024 was recalculated in 2025 on the basis of adjusted EBITDA and confirmed unchanged in this amount by the Annual General Meeting on 06 June 2025.
In the 2025 financial year, the Company bore the costs of contributions incurred under the Austrian Corporate Employee and Self-Employed Pension Act (BMSVG) in the amount of EUR 12.3 thousand (previous year: EUR 9.9 thousand). No accident insurance was taken out in favour of the member of the Management Board in the 2025 financial year (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)
Claus Retschitzegger CEO
Appointed: 06/2025
2025
2025 (Min)
2025 (Max)
Fixed remuneration
155,231.95
250,000.00
250,000.00
Consulting services
0.00
0.00
0.00
Total
155,231.95
250,000.00
250,000.00
Variable Compensation 1 (VС1)
79,115.51
0.00
500,000.00
Variable Compensation 2 (VС2)
0.00
0.00
0.00
Total
234,343.50
250,000.00
750,000.00
Pension expenses
0.00
0.00
0.00
Total compensation
234,343.50
250,000.00
750,000.00
Fixed remuneration absolute
155,231.95
Fixed remuneration %
66%
Variable compensation absolute
79,115.51
Variable compensation in %
34%
Total compensation
234,343.50
Allocations granted (in EUR)
Marco Falchetto CEO
Until: 05/2025
2025
2025 (Min)
2025 (Max)
Fixed remuneration
310,714.30
450,000.00
450,000.00
Consulting services
0.00
0.00
0.00
Total
310,714.30
450,000.00
450,000.00
Variable Compensation 1 (VС1)
94,185.14
0.00
500,000.00
Variable Compensation 2 (VС2)
0.00
0.00
0.00
Total
404,899.44
450,000.00
950,000.00
Pension expenses
0.00
0.00
0.00
Total compensation
404,899.44
450,000.00
950,000.00
Fixed remuneration absolute
310,714.30
Fixed remuneration %
77%
Variable compensation absolute
94,185.14
Variable compensation in %
33%
Total compensation
404,899.44
Allocations granted (in EUR)
Marco Falchetto CEO
Until: 05/2025
2024
2024 (Min)
2024 (Max)
Fixed remuneration
450,000.00
450,000.00
450,000.00
Consulting services
0.00
0.00
0.00
Total
450,000.00
450,000.00
450,000.00
Variable Compensation 1 (VС1)
336,078.80
0.00
500,000.00
Variable Compensation 1 (VС1) 2023
67,298.08
Variable Compensation 2 (VС2)
0.00
0.00
0.00
Total
853,376.88
450,000.00
950,000.00
Pension expenses
0.00
0.00
0.00
Total compensation
853,376.88
450,000.00
950,000.00
Fixed remuneration absolute
450,000.00
Fixed remuneration %
57%
Variable compensation absolute
336,078.80
Variable compensation in %
42%
Total compensation
786,078.80
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COMPENSATION OF THE MANAGEMENT BOARD OVER THE LAST FIVE FINANCIAL YEARS
In May 2025, Claus Retschitzegger was appointed by the Supervisory Board of bet-at-home.com AG as a member of the Management Board and as the new CEO of bet-at-home.com AG. The former member of the Management Board and CEO, Mr. Marco Falchetto, resigned from his position in accordance with his contract effective 31 May 2025 and left the Management Board on that date.
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)
Claus Retschitzegger CEO
Appointed: 06/2025
2025
Fixed remuneration
155,231.95
Consulting services
0.00
Total
155,231.95
Variable Compensation (VС1)
79,115.51
Variable Compensation (VС2)
0.00
Total
234,343.50
Pension expenses
0.00
Total compensation
234,343.50
Difference from previous year absolute
0.00
Difference compared to previous year in
%
0%
Allocations granted (in EUR)
Marco Falchetto CEO
From 02/2022 until 05/2025
2025
2024
2023
2022
Fixed remuneration
310,714.30
450,000.00
439,999.90
325,367.19
Consulting services
0.00
0.00
0.00
0.00
Total
310,714.30
450,000.00
439,999.90
325,367.19
Variable Compensation (VС1)
94,185.14
336,078.80
125,000.00
-
Variable Compensation (VС1) 2023
0.00
67,298.08
0.00
-
Variable Compensation (VС2)
0.00
0.00
0.00
-
STI (according to the compensation
system in 2022)
0.0
LTI (according to the compensation
system in 2022)
0.0
Total
404,899.44
853,376.88
564,999.90
0.0
Pension expenses
0.00
0.00
0.00
0.0
Total compensation
404,899.44
853,376.88
564,999.90
325,367.19
Difference from previous year absolute
-448,477.44
Difference compared to previous year in
%
-52.55%
Allocations granted (in EUR)
Franz Ömer
CEO
Until: 02/2022
2021
2022
Fixed remuneration
600,000.00
145,547.95
Consulting services
400,000.00
0.00
Total
1,000,000.00
145,547.95
One-year variable compensation
0.00
0.00
Long-term management bonus
0.00
0.00
Share-based payment
0.00
0.00
Multi-year variable compensation
0.00
0.00
Total
0.00
0.00
Pension expenses
0.00
0.00
Total compensation
1,000,000.00
145,547.95
Difference from previous year absolute
-467,207.66
-854,452.05
Difference compared to previous year in
%
-31.8 %
-85.4%
Allocations granted (in EUR)
Michael Quatember
CEO
Until: 02/2022
2021
2022
Fixed remuneration
420,000.00
97,669.77
Consulting services
0.00
0.00
Total
420,000.00
97,669.77
One-year variable compensation
0.00
0.00
Long-term management bonus
0.00
0.00
Share-based payment
0.00
0.00
Multi-year variable compensation
0.00
0.00
Total
0.00
0.00
Pension expenses
0.00
0.00
Total compensation
420,000.00
97,669.77
Difference from previous year absolute
-467,207.33
-322,330.23
Difference compared to previous year in
%
-52.7 %
-76.8%
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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 2021
FY 2022
FY 2023
FY 2024
FY 2025
Average compensation
49,637.59
56,677.25
59,985.42
60,695.51
61,470.85
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COMPENSATION OF THE MANAGEMENT BOARD IN THE 2025 FINANCIAL YEAR
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REMUNERATION OF THE SUPERVISORY BOARD
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COMPENSATION OF THE SUPERVISORY BOARD IN THE 2025 FINANCIAL YEAR
The Supervisory Board of bet-at-home.com AG comprised the following members in the 2025 financial year:
Martin Arendts, MBL-HSG, Attorney at Law, Grünwald (Chairman)
Véronique Giraudon, Management Board, Paris/France (Vice Chairwoman)
François Riahi, Management Board, Paris/France
The Chairman of the Supervisory Board received fixed remuneration of EUR 40 thousand in the 2025 financial year (previous year: EUR 40 thousand). In addition, necessary expenses were reimbursed. Ms. Giraudon and Mr. Riahi waived their compensation in the 2025 financial year.
Beyond this, there are no compensation components for the Supervisory Board in the form of granted or promised shares or stock options.
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COMPENSATION OF THE SUPERVISORY BOARD OVER THE LAST FIVE FINANCIAL YEARS
Fixed remuneration in EUR
FY 2021
FY 2022
FY 2023
FY 2024
FY 2025
Martin Arendts
40,000.00
40,000.00
40,000.00
40,000.00
40,000.00
Véronique Giraudon (until 12 December 2025)
0.00
0.00
0.00
0.00
0.00
François Riahi
(until 12 December 2025)
0.00
0.00
0.00
0.00
0.00
Nicolas Béraud (until 18 May 2021)
0.00
n/a
n/a
n/a
n/a
TOTAL
40,000.00
40,000.00
40,000.00
40,000.00
40,000.00
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COMPENSATION OF THE SUPERVISORY BOARD IN THE 2025 FINANCIAL YEAR
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COMPARATIVE PRESENTATION OF REVENUE DEVELOPMENT
Within the bet-at-home.com AG Group, the results of operations have developed as follows over the past five years:
Earnings development in
EUR
FY 2021
FY 2022
FY 2023
FY 2024
FY 2025
Gross betting and gaming
revenue
59,346,519.85
53,531,691.22
46,176,149.16
52,300,121.66
48,026,124.75
Difference from previous
year absolute
4,723,748.05
-5,814,828.63
-7,355,542.06
6,123,972.50
-4,273,996.91
Difference compared to
previous year in %.
8.6 %
-9.8%
-13.7%
13.3 %
-8.17 %
The decline in gross betting and gaming revenues in the 2025 financial year is mainly due to a decrease in active customers, an increase in the Austrian betting tax on stakes from 2% to 5%, and the lack of a major off-season event (such as the UEFA European Championship or the FIFA World Cup) compared to the previous year.
In this context, explicit reference is made to the explanations in the notes to the consolidated financial statements as at 31 December 2025.
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COMPENSATION OF THE MANAGEMENT BOARD
- AUDITOR'S REPORT
Independent Auditor's Report on the Audit of the Compensation Report Pursuant to Section 162 (3) of the German Stock Corporation Act (AktG)
To bet-at-home.com AG, Düsseldorf
Audit opinion
We have formally audited the compensation report of bet-at-home.com AG, Düsseldorf, for the financial year from January 1, 2025, to December 31, 2025, to determine whether the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the compensation report. In accordance with Section 162 (3) AktG, we have not audited the content of the compensation report.
In our opinion, the accompanying compensation report complies, in all material respects, with the disclosures pursuant to Section 162 (1) and (2) AktG. Our audit opinion does not cover the content of the compensation report.
Basis for the audit opinion
We conducted our audit of the compensation report in accordance with Section 162 (3) AktG and IDW Auditing Standard: The Audit of the Compensation Report in Accordance with Section 162 (3) AktG (IDW PS 870 (09.2023)). Our responsibility under that provision and standard is further described in the Auditor's Responsibility section of our report. As an auditing practice, we have complied with the requirements of the IDW Quality Assurance Standard: Requirements for Quality Assurance in the Practice of Public Accountants (IDW QMS 1 (09.2023)). We have complied with the professional duties pursuant to the German Auditors' Code and the professional statutes for auditors/sworn accountants, including the requirements for independence.
Responsibility of the Management Board and the Supervisory Board
The Management Board and the Supervisory Board are responsible for the preparation of the compensation report, including the related disclosures, which complies with the requirements of Section 162 AktG. They are also responsible for such internal control as they determine is necessary to enable the preparation of a compensation report that is free from material misstatements, whether due to fraudulent acts (i.e. accounting fraud or fraudulent misrepresentation) or error.
Responsibility of the auditor
Our objective is to obtain reasonable assurance about whether the disclosures pursuant to section 162 (1) and (2) AktG have been made in all material respects in the compensation report and to express an opinion thereon in an audit report.
We planned and performed our audit to obtain evidence about the formal completeness of the compensation report by comparing the disclosures made in the compensation report with the disclosures required by Section 162 (1) and
(2) AktG. In accordance with Section 162 (3) AktG, we did not verify the accuracy of the disclosures, the completeness of the individual disclosures or the fair presentation of the compensation report.
Dealing with any misleading representations
In connection with our audit, we have a responsibility to read the compensation report in the light of knowledge obtained in the audit of the financial statements, and to remain alert for indications as to whether the compensation report contains misleading representations as to the accuracy of the content of the disclosures, the completeness of the content of the individual disclosures, or the fair presentation of the compensation report.
If, based on the work we have performed, we conclude that such a misleading representation exists, we are required to report that fact. We have nothing to report in this context.
Hamburg, 31 March 2026
MÖHRLE HAPP LUTHER Audit & Valuation GmbH Wirtschaftsprüfungsgesellschaft
Dodenhoff Wiegand
Wirtschaftsprüfer Wirtschaftsprüfer
