TRANSLATION FOR CONVENIENCE ONLY. THE GERMAN VERSION SHALL PREVAIL. bet-at-home.com AG Düsseldorf
WKN A0DNAY ISIN DE000A0DNAY5
Invitation to the Virtual Annual General MeetingWe hereby invite the shareholders of bet-at-home.com AG, Düsseldorf, to the
to be held on Friday, 6 June 2025, at 10:00 a.m.
The Annual General Meeting will be held in the form of a virtual Annual General Meeting pursuant to Section 118a (1) sentence 1 of the German Stock Corporation Act (AktG) without the physical presence of shareholders or their proxies (with the exception of the proxy representatives appointed by the Company) at the venue of the Annual General Meeting. The Annual General Meeting will be broadcast by audio-visual means at a password-protected InvestorPortal for duly registered and authorized shareholders on the day of the Annual General Meeting. The access to the InvestorPortal can be found at:
https://www.bet-at-home.ag/en/shareholders-meeting/
Shareholders and their proxies may exercise their rights as described in detail in Section II of this invitation to the Annual General Meeting. We kindly ask to pay particular attention to the information on the registration for the Annual General Meeting, provision of the proof of share ownership, execution of voting rights and other shareholder rights contained in Section II of this invitation to the Annual General Meeting.I. Agenda
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Presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2024, the combined management report for the fiscal year 2024 together with the explanatory report of the Management Board on the statements pursuant to Sections 289a, 315a of the German Commercial Code (HGB), and the report of the Supervisory Board for the fiscal year 2024
The Supervisory Board has approved the annual financial statements and the consolidated financial statements for the fiscal year 2024 prepared by the Management Board. The annual financial statements have been thus adopted. The other aforementioned documents shall be made available to the Annual General Meeting in accordance with Section 176 (1) sentence 1 AktG, without any resolution being required in this respect.
The Annual General Meeting therefore does not need to pass a resolution on Agenda item 1.
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Resolution on the approval of the actions of the Management Board in the fiscal year 2024
The Management Board and the Supervisory Board propose that the actions of the members of the Management Board in the fiscal year 2024 be approved.
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Resolution on the approval of the actions of the Supervisory Board in the fiscal year 2024
The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in the fiscal year 2024 be approved.
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Resolution on the appointment of the auditor for the annual financial statements and of the auditor for the consolidated financial statements for the fiscal year 2025
The Supervisory Board proposes that MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, be appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for the fiscal year 2025.
Note:
In accordance with Article 16 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 ('EU Audit Regulation'), the audit committee shall submit a
recommendation for the appointment of statutory auditors or audit firms to the Supervisory Board. The Supervisory Board of the Company consists of three members. If the Supervisory Board consists of three members, an audit committee shall also be formed (cf. Section 107 (4) AktG). Acting as the audit committee, the Supervisory Board recommended that MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, be proposed to the Annual General Meeting as auditor of the annual financial statements and auditor of the consolidated financial statements for the fiscal year 2025. Pursuant to Article 16 of the EU Audit Regulation, the audit committee shall state that its recommendation is free from influence by a third party and that no contractual clause of the kind referred to in Article 16 (6) the EU Audit Regulation has been imposed on it. These requirements apply to the Supervisory Board and its election proposal.
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Elections to the Supervisory Board
In accordance with §§ 95, 96 (1), 101 (1) of AktG in connection with § 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 General Meeting. In accordance with § 10 (2) of the Articles of Association, the members of the Supervisory Board are elected as determined by the Annual General Meeting for a maximum period up to the end of the Annual General Meeting which resolves on the discharge for the fourth fiscal year after the beginning of the term of office. The fiscal year in which the term of office begins is not included.
Ms. Véronique Giraudon was elected to the Supervisory Board for the first time at the Annual General Meeting on 7 July 2020 until the end of the Annual General Meeting which resolves on his discharge for the fiscal year 2024 (thus until the end of the Annual General Meeting on 6 June 2025).
The Supervisory Board proposes that Ms. Véronique Giraudon, Corporate Director & Group CFO of Betclic Everest Group S.A.S., Paris, France, resident in Paris, France, be elected as a member of the Supervisory Board with effect from the end of the Annual General Meeting on 6 June 2025, for the period until the end of the Annual General Meeting resolving on her discharge for the fiscal year 2029.
Supplementary notes:
Ms. Véronique Giraudon is not a member of any other statutory supervisory boards or comparable domestic or foreign supervisory bodies of commercial enterprises. According to Recommendation C. 13 of the German Corporate Governance Code (as amended on 28 April 2022), 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 General 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. Ms Giraudon acts as Corporate Director & Group CFO at Betclic Everest Group S.A.S., Paris, France. Betclic Everest Group S.A.S. 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 prevent the acceptance of the mandate. This is because there are no ongoing operational relationships between Betclic Everest Group S.A.S. and the Company. If and insofar as individual business relationships arise, any existing conflicts of interest are considered by means of tried and tested procedures, e.g. abstention from voting. Furthermore, relationships between controlling companies and the company are subject to the reporting and auditing obligations pursuant to Sections 312 et seq. AktG.
Due to the activities of Ms Giraudon for the majority shareholder, she is not considered independent of a controlling shareholder within the meaning of recommendation C. 9 of the German Corporate Governance Code, but she is considered independent of the Company and its Management Board within the meaning of recommendation C. 7 of the German Corporate Governance Code.
The Supervisory Board has ensured that the candidate proposed for election is likely to be able to devote time required to fulfil the duties of the office. The election proposal also takes into consideration the objectives resolved by the Supervisory Board for its composition.
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Resolution on the approval of the compensation report pursuant to Section 162 AktG
Pursuant to Section 162 AktG, the Management Board and Supervisory Board of a listed company are required to prepare on an annual basis a report on the compensation granted and owed by the company and by companies of the same group (Section 290 HGB) to each current or former member of the Management Board and the Supervisory Board in the past financial year («Compensation report»). The compensation report for the financial year 2024 has been audited by the auditor in accordance with Section 162 (3) AktG to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG were made. The audit opinion on the compensation report is enclosed with the compensation report.
The compensation report for the financial year2024, together with the auditor's opinion, is available from the convocation of the Annual General Meeting and also during the Annual General Meeting at:
https://www.bet-at-home.ag/en/shareholders-meeting/
The Management Board and the Supervisory Board propose that the compensation report for the financial year 2024, which has been prepared in accordance with Section 162 AktG and audited, be approved pursuant to Section 120a (4) AktG.
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Resolution on the confirmation of the compensation of the Supervisory Board
Pursuant to Section 113 (3) Sentences 1 and 2 AktG, the annual shareholders' meeting of listed companies shall pass a resolution on the compensation of the members of the Supervisory Board, at minimum, every four years, whereby a resolution confirming the compensation is permissible.
The compensation of the members of the Supervisory Board is based on § 14 of bet-at-home.com AG's Articles of Association. This has the following wording:
"§ 14 Compensation of expenses and remuneration
The members of the Supervisory Board receive:
compensation for crucial expenses,
remuneration to be determined by the general meeting of shareholders.
Any VAT due on remuneration and compensation shall also be paid by the Company."
On May 17, 2017, the annual shareholders' meeting adopted the following resolution on the compensation of the members of the Supervisory Board 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."
