Statement on Corporate Governance and Corporate Governance Report 2024

Corporate Governance Statement

pursuant to Sections 289f, 315d HGB

bet-at-home.com AG

March 2025

Disclaimer:

Translation. The German version prevails.

Corporate Governance Statement of bet-at-home.com AG pursuant to Sections 289f, 315d HGB for the Financial Year 2024

Dear Shareholders,

corporate governance is understood to be the legal and factual regulatory framework for the management and supervision of a company. The German Corporate Governance Code in the version adopted by the Government Commission on April 28, 2022 (hereinafter referred to as the "Code") contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to help ensure that the company is managed in the company's best interests.

The Code clarifies the obligation of the Management Board and Supervisory Board to ensure the continued existence of the company and its sustainable value creation in accordance with the principles of the social market economy (soziale Marktwirtschaft), considering the interests of shareholders, the workforce and other group's associated with the company (stakeholders) (corporate interest). These principles require not only legality, but also ethically based, responsible behavior (model of the honorable businessman).

bet-at-home.com AG (hereinafter also referred to as "BaH", or the "Company") is a stock corporation under German law. The Company's shares are admitted to trading on the Frankfurt Stock Exchange in the Prime Standard, a segment of the EU regulated market. As a listed company, the Company is required to issue a corporate governance statement within the meaning of sections 289f and 315d of the German Commercial Code (Handelsgesetzbuch - HGB), including its subsidiaries (together the "Group"). The Code recommends that the Management Board and Supervisory Board report on and describe certain aspects of corporate governance beyond the legal requirements annually in the corporate governance statement.

The corporate governance statement is to be included in the (combined) management report, where it forms a separate section. It may also be made publicly available on the Company's website. In this case, a reference to the website shall be included in the combined management report. The Company has chosen this option, i.e. this corporate governance statement has not been included in the (combined) management report for the financial year 2024, but disclosed on the website and made publicly available.

a) Declaration of Conformity and Corporate Governance Code

Pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz - AktG), the Management Board and Supervisory Board of a listed company declare each year that the recommendations of the Code have been and are being complied with, or which recommendations have not been or are not being applied and why not (so-called "comply or explain" principle). This is the so-called "declaration of conformity". According to Section 3 (2) of the German Stock Corporation Act, listed companies are companies whose shares are admitted to trading on a market that is regulated and supervised by state-recognized bodies, takes place regularly and is directly or indirectly accessible to the public. This applies to bet-at-home.com AG through the listing of its shares on the regulated market of the Frankfurt Stock Exchange.

b) Corporate Governance Report / Declaration on Corporate Governance

The Code specifies the content of information on corporate governance, which is to be included in the corporate governance statement over and above the statutory requirements in Sections 289f, 315d of the German Commercial Code, namely:

The Supervisory Board's rules of procedure are published on the Company's website athttps://www.bet-at-home.ag/en/corporate-governance. The information on corporate governance practices is otherwise not disclosed outside the corporate governance statement.

I.

Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act

The Management Board and Supervisory Board last issued the following declaration of conformity in December 2024 (available athttps://www.bet-at-home.ag/en/corporate-governance):

Section 161 of the German Companies Act [AktG] obliges the Management Board and the Supervisory Board of listed companies to declare annually, that the recommendations of the "Government Commission on the German Corporate Governance Code" ("Code") published by the Federal Ministry of Justice in the official section of the Federal Gazette, have been and will be complied with, or which recommendations have not been or are not being applied with and why. The declaration according to Section 161 AktG, the so-called "Declaration of Conformity", must be made permanently available on the website of bet-at-home.com AG.

The Management Board and Supervisory Board of bet-at-home.com AG hereby declare, that bet-at-home.com AG has complied with the recommendations of the Code as amended on April 28, 2022 since the issuance of the last Declaration of Conformity in December 2023, taking into account the exceptions explained therein, as well as the below mentioned exception on external reporting (F.2), and will comply with them in future with the following exceptions:

Formation of committees of the Supervisory Board

According to the articles of association, the Company's Supervisory Board is composed of three members. Due to this size, the formation of committees does not appear necessary or reasonable, since the conceivable tasks of committees can be performed just as effectively and competently by the entire Supervisory Board (D.2). The entire Supervisory Board also fulfils the tasks of the audit committee.

Structure of the remuneration of the Management Board

Variable remuneration granted to members of the Management Board should be predominantly invested in shares of the Company or should be granted on a share-based basis. The respective tax liability should be considered. Granted long-term variable remuneration components shall be due for payment to Management Board members only after a period of four years (G.10). According to the Company's Management Board compensation system, approved by the Annual General Meeting held on May 26, 2023 ("Compensation System 2023"), a variable compensation amount, which is based on the share price of bet-at-home.com AG ("Variable Compensation 2"), can be granted to the Management Board. The existing service agreements provide for a vesting period as defined in the Compensation System 2023 until 31 December 2027, after which Variable Compensation 2 may be paid out. Insofar recommendations of the Code are complied with. Only in the case of a change of control the existing service agreements provide for Variable Compensation 2 to be paid out before the expiration of four years, which the management considers to be appropriate.

Structure of the remuneration of the Supervisory Board

The compensation of the members of the Supervisory Board reflects the position of Chairman, but not that of Vice Chairman. However, it does not appear necessary to differentiate between the Deputy Chairman and an ordinary member in terms of remuneration. After all, in a three-member Supervisory Board, the participation of all members in passing resolutions is always required and therefore, situations in which the Chairman is represented by the Deputy Chairman rarely occur (G.17).

External reporting

The consolidated financial statements and the Group management report shall be made available to the public within 90 days from the end of the financial year, while mandatory interim financial information shall be made available to the public within 45 days from the end of the reporting period (F.2). The Code provides in this respect for shorter publication deadlines than the deadlines stipulated by law and by the relevant stock exchange regulations of the Frankfurt Stock Exchange. In 2024, the Company published the Group's quarterly financial statements as well as key figures and information from the Group's annual financial report as of December 31, 2023 and the Group half-year financial report as of June 30, 2024 within the deadlines specified in the Code. However, the content of the consolidated annual financial report as of December 31, 2023 and the content of the consolidated half-year financial report as of June 30, 2024 were not published in full within the deadlines specified in the Code. As a matter of precaution, a deviation is therefore explained in this respect. The Company will continue to publish the full consolidated annual financial reports and consolidated half-year financial reports within the deadlines stipulated by law and by the stock exchange regulations of the Frankfurt Stock Exchange and publish its key figures and specific information within the deadlines specified by the Code. As a result, shareholders and the capital market will be informed of relevant developments in a timely manner. Furthermore, the procedures described above contribute to the size of the Company and its available resources.

II. Disclosures in accordance with Sections 289f, 315d of HGB

The Company is a stock corporation under the German law. It is therefore subject in particular to the provisions of the German stock corporation law and capital market regulations as well as the provisions of the Articles of Association and the Rules of Procedure for the Management Board and Supervisory Board.

There is a two-tier management and supervisory structure consisting of the Management Board and the Supervisory Board. These corporate bodies are committed to the interests of shareholders and the welfare of the Company. The Annual General Meeting is the third corporate body of the Company. It serves to form the will of shareholders.

1.

Management Board

The Management Board represents the Company externally. It conducts the Company's business in accordance with the law and the Articles of Association, as well as ensures an appropriate risk management. The Management Board develops the strategic direction of the Company, coordinates it with the Supervisory Board and ensures its implementation. The task of the Management Board is thus to create a sustainable value on its own responsibility. The Articles of Association of BaH are available athttps://www.bet-at-home.ag/en/bah/statute.

The Company's Management Board currently consists of one member - Marco Falchetto.

The members of the Management Board take their personal responsibility for the assigned scope of duties, without prejudice to the overall responsibility of all members of the Management Board.

The Supervisory Board issued the rules of procedure for the Management Board. Material measures and transactions to be taken or concluded by the Management Board require the approval of the Supervisory Board in accordance with the rules of procedure of the Management Board.

The Management Board reports regularly, promptly and comprehensively to the Supervisory Board on all material aspects of business development, significant business transactions and the current earnings situation, including the risk situation and risk management. Deviations in the course of business from plans and targets are explained and justified to the Supervisory Board and discussed with it. In addition, the Management Board reports regularly on compliance, i.e. the measures taken to comply with legal requirements and internal Company policies, which the Management Board is responsible for.

The Supervisory Board appoints the members of the Management Board for a maximum period of five years. A repeated appointment or extension of the term of office, in each case for a maximum period of five years, is permissible. It requires a new resolution of the Supervisory Board, which may be adopted not earlier than one year before the expiry of the previous term of office.

The Supervisory Board set an age limit for the Management Board. Accordingly, a person who has reached the age of 67 should not be appointed as a member of the Management Board.

The Supervisory Board is entitled to conclude contracts of employment with the members of the Management Board. When determining the total compensation of individual members of the Management Board (salary, profit sharing, expense allowances, insurance compensation, commissions, incentive-based compensation commitments such as stock options and fringe benefits of all kinds), the Supervisory Board shall ensure that these are commensurate with the duties and performance of a member of the Management Board and the situation of the Company and do not exceed the customary level of compensation with no particular reasons. In the case of listed companies, the compensation structure shall be geared to sustainable and long-term development of the Company. Variable compensation components shall therefore have a multi-year assessment basis; the Supervisory Board shall agree on a cap for extraordinary developments.

According to Section 87a of the German Stock Corporation Act, the Supervisory Board of a listed company shall adopt a clear and comprehensible system for compensation of the Management Board members. According to Section 120a of the German Stock Corporation Act, the Annual General Meeting of a listed company shall adopt a resolution regarding the approval of the compensation system of the Management Board members submitted to it by the Supervisory Board whenever the compensation system is substantially modified, at a minimum, however, every four years.

In accordance with the statutory provisions, the compensation system of the Management Board members drawn up in accordance with Section 87a of the German Stock Corporation Act and approved by the Supervisory Board on March 29, 2023 was submitted to and approved by the Annual General Meeting in 2023.

The resolution and the current compensation system have been published on the Company's website and shall be kept publicly available at no charge as long as the compensation system is valid and in force, at a minimum of at least ten years.

The Supervisory Board shall determine compensation of the Management Board members in accordance with a compensation system submitted to the Annual General Meeting for approval pursuant to Section 120a (1) of the German Stock Corporation Act.

In special and exceptional circumstances (e.g. in the event of a serious financial or economic crisis), the Supervisory Board has the right, in accordance with the compensation system adopted in 2023, to temporarily deviate from the compensation system pursuant to Section 87a (2) sentence 2 of the German Stock Corporation Act and to amend regulations regarding the compensation structure and individual compensation components as well as regulations on the respective procedure if it is necessary in the interests of the Company's long-term well-being. Any deviation from the compensation system is only possible with a corresponding resolution by the Supervisory Board and after careful consideration of the necessity to do so. The components of the compensation system that may be deviated from under the aforementioned circumstances are as follows: procedure, compensation structure, individual compensation components and performance criteria. Furthermore, in special and exceptional circumstances, the Supervisory Board may temporarily grant additional compensation components or replace individual compensation components with other compensation components if it is necessary to restore the adequacy of the Management Board compensation in a specific situation.

Pursuant to Section 120a (4) of the German Stock Corporation Act, the Annual General Meeting of a listed company shall also pass a resolution on approval of the audited compensation report for the preceding financial year prepared in accordance with Section 162 of the German Stock Corporation Act, unless the resolution can be dispensed with pursuant to Section 120a (5) of the German Stock Corporation Act. The compensation report is to be audited by the statutory auditor. The auditor is to audit, whether the information required by law has been provided; an audit of the content is not required by law. The compensation report and the audit opinion on the compensation report shall be made publicly available at no charge on the Company's website for ten years from the date specified in Section 162 (4) of the German Stock Corporation Act.

The compensation reports for the past financial years and the auditor's reports pursuant to Section 162 of the German Stock Corporation Act, as well as the applicable compensation system pursuant to Section 87a of the German Stock Corporation Act are available on the Company's website athttps://www.bet-at-home.ag/en/corporate-governance. Other documents relating to remuneration, which shall be disclosed, are available at the same section of the website.

2.

Supervisory Board

In accordance with Sections 95, 96 (1), 101 (1) of the German Stock Corporation Act in conjunction 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 General Meeting. Pursuant to Section 10 (2) of the Articles of Association, Supervisory Board members are elected as determined by the Annual General Meeting for a maximum period up to the end of the next Annual General Meeting, which resolves on the approval of actions of the Supervisory Board members in the fourth fiscal year after the start of their term of office. The fiscal year, in which the term of office begins, is not included. The Supervisory Board advises the Management Board on management of the Company. It monitors its activities. The Supervisory Board appoints and removes the members of the Management Board from office, resolves on the compensation system and respective remuneration for the members of the Management Board. The Articles of Association of BaH are available athttps://www.bet-at-home.ag/en/bah/statute.

The Supervisory Board is involved in all decisions that are of fundamental importance to the Company. It is to be determined in the by-laws that certain types of business transactions may be implemented only by the Supervisory Board's consent. The Supervisory Board's responsibilities also include nomination of candidates to the Supervisory Board and nomination for election of the statutory auditor. The Supervisory Board also supervises and advises the Management Board on sustainability issues, specific to the Company and the industry as a whole.

The principles of cooperation within the Supervisory Board and with the Management Board are set out in the Rules of Procedure of the Supervisory Board. The Rules of Procedure of the Supervisory Board of BaH are available athttps://www.bet-at-home.ag/en/corporate-governance.

The Supervisory Board has set an age limit for the Supervisory Board members such that, as a matter of principle, an election to the Supervisory Board shall no longer take place if the statutory retirement age has been reached at the time of the election.

At present, the Supervisory Board has not formed any committees. Due to the number of members (three members), the Supervisory Board is of the opinion that the establishment of committees would not be expedient. In view of the size of the Company, the Supervisory Board also does not consider any expansion in the number of its members as necessary at present.

The members of the Supervisory Board may be granted remuneration for their activities. This may be specified in the by-laws or granted by the Annual General Meeting. It shall be commensurate with the duties of the Supervisory Board members and with the economic performance of the Company. In the case of listed companies, a resolution on the compensation of the Supervisory Board members is to be resolved upon at least every four years in accordance with Section 113 (3) of the German Stock Corporation Act, which was also amended by the ARUG II.

In accordance with the statutory provisions, a corresponding resolution was approved by the Annual General Meeting in 2021. The remuneration of the Supervisory Board members will therefore be submitted to the Annual General Meeting in 2025 for resolution in accordance with the statutory provisions for the minimum frequency for such submission.

The resolution and the applicable compensation system for the Supervisory Board pursuant to Section 113 (2) of the German Stock Corporation Act are available athttps://www.bet-at-home.ag/de/shareholders-meeting/ andhttps://www.bet-at-home.ag/en/corporate-governance.

The Supervisory Board discusses efficiency of its work as part of a self-assessment process on a regular basis. Due to the fact that the Supervisory Board currently has three members, the Supervisory Board has so far refrained from attracting an external consultant for a self-assessment. Last time the Supervisory Board self-assessment was carried out in the first quarter of 2025. Within the self-evaluation, the results of a survey based on a questionnaire were discussed by the Supervisory Board. As a result, the Supervisory Board has not identified any reason for a significant change in its procedures.

3.

Annual General Meeting

The shareholders exercise their rights, in particular their voting rights, at the Annual General Meeting. The Annual General Meeting is held annually within the first eight months of each fiscal year. The agenda for the Annual General Meeting, including the reports and documents required for the Annual General Meeting, is published on the Company's website. To facilitate the personalised exercise of their rights, the Company provides shareholders with a proxy for Annual General Meetings, which is bound by instructions. In the Annual General Meeting convocation notice or in the notices to shareholders, it is explained how voting right instructions can be granted prior to the Annual General Meeting.

The Management Board is authorised in the Articles of Association to allow for an Annual General Meeting to be held without physical presence of shareholders or their proxies at the place of an Annual General Meeting (virtual Annual General Meeting). This actual authorisation should apply for a period until June 7, 2025. A new authorisation is to be proposed to the Annual General Meeting in 2025. All provisions of these Articles of Association for Annual General Meetings, including Section 19 (4) of the Articles of Association, should apply to a virtual Annual General Meeting, unless the law mandatorily provides otherwise or the Articles of Association expressly provide otherwise.

The Annual General Meeting shall pass resolutions in the cases expressly stipulated by law and in the Articles of Association, namely on:

• - Appointment of the members of the Supervisory Board, insofar as they are not to be delegated to the Supervisory Board or as employee representatives on the Supervisory Board in accordance with the Codetermination Act, the Codetermination Supplementary Act, the One-Third Participation Act or the Act on Employee Codetermination in Cross-Border Mergers

• - Appropriation of profits

• - Compensation system and compensation report for members of the Management Board and Supervisory Board of a listed company

• - Discharge of the members of the Management Board and the Supervisory Board

• - Appointment of the statutory auditor

• - Amendments to the Articles of Association

• - Measures to raise capital and reduce capital

• - Appointment of auditors to audit transactions relating to the formation or management of the company

• - Liquidation of the company.

The Annual General Meeting may decide on operational management issues only if the Management Board requests so. Only in exceptional cases and within narrow limits the Management Board may be obliged to submit management issues for resolution of the General Meeting, if a measure envisaged by the Management Board is within the core competences of the General Meeting to determine the constitution of the stock corporation, as it entails changes, which are at least close to those that can be brought about solely by amending the Articles of Association.

4.

Disclosures on corporate governance practices

At the heart of the management culture of the Company and its subsidiaries are the values that are anchored in statutory regulations as well as internal guidelines and organizational directives. On the one hand, the concepts, which follow the interests of making profit, are of particular importance for the business. On the other hand, serious and comprehensive customer protection, in particular children and youth protection and prevention, are of paramount importance.

This is the basis for a common understanding within the Company's management and employees to combine a sustainable growth with economic success and, at the same time, to prevent negative effects from the service offering through taking effective measures.

In order to achieve this goal, every employee should be aware of these challenges and be able and allowed to take responsibility for them. Personal responsibility and initiative require knowledge of the strategic orientation of the Company. The Company's management therefore regularly informs employees about the corporate goals, current