Bet-at-home.com AgXETR: ACX

Vergütungsbericht 2025

· Issued by Bet-at-home.com Ag
COMPENSATION REPORT 2025 BET-AT-HOME.COM AG

Disclaimer:

Translation. The German version prevails.

TABLE OF CONTENTS

  1. Introduction 1

  2. Compensation system for members of the Management Board 1

    1. Principles of the compensation system for members of the Management Board 1

    2. Procedures for determining, reviewing and implementing the compensation system 2

      1. Horizontal comparison 3

      2. Vertical comparison 3

    3. Compensation components in detail 3

      1. Fixed Compensation components 3

      2. Variable Compensation 1 ("VC1") 4

      3. Variable Compensation 2 ("VC2") 6

    4. Target total compensation 7

    5. Maximum remuneration 8

    6. Commitments to members of the Board of Management in the event of resignation 8

    7. Rights of the Company to reclaim variable compensation components 9

    8. Contract terms, termination options 10

    9. Compensation system in the event of special and exceptional circumstances 10

  3. Compensation System for members of the Supervisory Board 10

  4. Remuneration at a glance 11

    1. Compensation of the Management Board 11

      1. Compensation of the Management Board in the financial year 2023 11

      2. Compensation of the Management Board over the last five financial years 13

      3. Average compensation of employees over the last five years 15

    2. Remuneration of the Supervisory Board 15

      1. Compensation of the Supervisory Board in the financial year 2023 15

      2. Compensation of the Supervisory Board over the last five financial years 16

    3. Comparative presentation of revenue development 16

  5. Auditor's Report 17

  1. ‌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.

  2. ‌COMPENSATION SYSTEM FOR MEMBERS OF THE MANAGEMENT BOARD
    1. ‌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.

    2. ‌PROCEDURES FOR DETERMINING, REVIEWING AND IMPLEMENTING THE COMPENSATION SYSTEM

      The compensation of the Management Board is determined by the Supervisory Board as a whole. The establishment of a separate Personnel Committee has been dispensed with, as the Supervisory Board of the Company consists of three members and there is therefore no need for such a committee. If necessary, independent external advisors are consulted. In accordance with the Rules of Procedure for the Supervisory Board, the members of the Supervisory Board are obliged to report any conflicts of interest without delay. The Supervisory Board designs the system for the compensation of Management Board members considering applicable laws and regulations, in particular the requirements of the AktG as amended, any regulatory requirements and the recommendations of the German Corporate Governance Code. In doing so, it shall ensure clarity and comprehensibility.

      The Management Board compensation system thus adopted by the Supervisory Board will be submitted to the annual

      shareholders' meeting for a resolution on its approval.

      The Supervisory Board determines the specific target total compensation on the basis of the compensation system.

      The Supervisory Board regularly reviews the compensation system for the Management Board and the appropriateness of the compensation. In accordance with the requirements of Section 120a (1) AktG, the Supervisory Board will submit the compensation system for the members of the Management Board to the annual shareholders' meeting for approval in the event of significant changes, but at least every four years.

      The present system of compensation for members of the Management Board shall apply to future Management Board service contracts. 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.

      1. ‌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.

      2. ‌VERTICAL COMPARISON

      The compensation and employment conditions of employees were considered as part of the vertical comparison. In line with previous practice, the Supervisory Board considers the relationship of compensation to senior executives in the Group, to the extended management group, and to the workforce as a whole. This consideration was also carried out over the course of the last three years.

    3. ‌COMPENSATION COMPONENTS IN DETAIL
      1. ‌FIXED COMPENSATION COMPONENTS

The fixed compensation components granted to the members of the Management Board under the compensation system comprise basic compensation and fringe benefits. The members of the Management Board do not receive a pension commitment.

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:

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