Disclaimer:
Translation. The German version prevails.
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"), as applicable at the time of issuing this Corporate Governance Statement, 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 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 (hereinafter the Company and its subsidiaries referred to as the 'BaH 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 2025, but disclosed on the website and made publicly available.
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.
- 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:
Recommendation B.2 | Together with the Management Board, the Supervisory Board shall ensure that there is long-term succession planning. The approach shall be described in the Corporate Governance Statement. |
Recommendation B.5 | An age limit shall be specified for members of the Management Board and disclosed in the Corporate Governance Statement. |
Recommendation C.1 | The Supervisory Board shall determine specific objectives regarding its composition, and shall prepare a profile of skills and expertise for the entire Board while taking the principle of diversity into account. The Supervisory Board's skills and expertise profile shall also comprise expertise regarding sustainability issues relevant to the enterprise. Proposals by the Supervisory Board to the General Meeting shall take these objectives into account, while simultaneously aiming at fulfilling the overall profile of required skills and expertise of the Supervisory Board. The implementation status shall be disclosed in the form of a qualification matrix in the Corporate Governance Statement. This statement shall also provide information about what the shareholder representatives on the Supervisory Board regard as the appropriate number of independent Supervisory Board members representing shareholders, and the names of these members. |
Recommendation C.2 | An age limit shall be specified for members of the Supervisory Board and disclosed in the Corporate Governance Statement. |
Recommendation C.8 | If one or more of the indicators set out in recommendation C.7 (indicators for the assessment of the independence of the members of the Supervisory Board) are met and the Supervisory Board member concerned is still considered independent, the reasons for this shall be given in the Corporate Governance Statement. |
Recommendation D.2 | Depending on the specific circumstances of the enterprise and the number of Supervisory Board members, the Supervisory Board shall form committees of members with relevant specialist expertise. The respective committee members and the committee chairs shall be provided in the Corporate Governance Statement. |
Recommendation D.3 | The expertise in the field of accounting shall consist of special knowledge and experience in the application of accounting principles and internal control and risk management systems, and the expertise in the field of auditing shall consist of special knowledge and experience in the auditing of financial statements. Accounting and auditing also include sustainability reporting and its audit and assurance. The chairman of the audit committee shall have appropriate expertise in at least one of the two areas. The corporate governance statement shall name the relevant members of the audit committee and provide details of their expertise in the areas mentioned. The Chair of the Supervisory Board shall not chair the Audit Committee. |
Recommendation D.12 | The Supervisory Board shall assess, at regular intervals, how effective the Supervisory Board as a whole and its committees fulfil their tasks. The Supervisory Board shall report in the Corporate Governance Statement if (and how) the self-assessment was conducted. |
Principle 23 | Management Board and Supervisory Board provide information about the company's corporate governance in their Corporate Governance Statement, on an annual basis. |
Recommendation F.4 | The Supervisory Board and Management Board of listed companies subject to special legal regulations shall specify, in the Corporate Governance Statement, what Code recommendations were not applied due to over-riding legal stipulations. |
The Supervisory Board's rules of procedure are published on the Company's website at https://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 January 2026 (available at https://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 2024, subject to the exceptions explained therein and below, 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
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. This can result in a bonus payment after a review period of at least three and a maximum of five years. This is aligned with the Code's recommendation that long-term variable remuneration amounts should be granted in the form of shares and that members of the executive board should only be able to receive such amounts after four years (G.10). Variable Compensation 2 as a long-term share-based compensation component is to be agreed with the incumbent member of the Management Board if the current Management Board contract is extended for a period of several years, as otherwise Variable Compensation 2 cannot be adequately influenced by the member of the Management Board.
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. Due to the size of the Company and its available resources, 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.