Remuneration Report
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Introduction and review of the 2025 reporting year
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Introduction
The Remuneration Report of Bike24 Holding AG, Dresden (hereinafter referred to as "BIKE24" or the "Company") for the 2025 reporting year includes individualized information on the remuneration granted and owed to members of the Management Board and Supervisory Board of the Company as well as explanations of the underlying remuneration system. Within the Remuneration Report, BIKE24 also shows how the remuneration of the bodies fosters the long-term development of the Company. The Company's Management Board and Supervisory Board are responsible for preparing the Remuneration Report in accordance with Section 162 of the German Stock Corporation Act (AktG). BIKE24's Remuneration Report and the statutory auditor's report on the formal audit performed are available on the Company's website at: https://corporate.bike24.com/en. Further information on the Company's current remuneration system is also available on the Company's corporate website.
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Review of the 2025 reporting
The 2025 financial year was marked by an economic recovery for the company despite difficult macroeconomic conditions. The ongoing Russian war of aggression in Ukraine, the escalating conflict in the Middle East since October 2023, and the customs policy of the United States continue to cause uncertainty among consumers. Despite these adverse circumstances, the Company achieved a result that once again exceeded the forecast announced at the beginning of the year and revised upwards twice during the course of the year by strategically refocusing on its own strengths in the trading business. Compared to the previous year, the Company significantly increased its revenue and adjusted EBITDA.
The Remuneration Report for the 2025 reporting year was prepared in accordance with Section 162 AktG and complies with the recommendations and suggestions of the German Corporate Governance Code (GCGC). On June 17, 2025, the Annual General Meeting approved the Remuneration Report on the remuneration granted and owed individually to the members of the Management Board and Supervisory Board of the Company for the 2024 reporting year with a majority of 86.60 %. Due to the high level of approval of the Remuneration Report, no changes were made to the remuneration system, its implementation, or the way it is reported in the 2025 reporting year.
There was a change in the company's Management Board in the 2025 reporting year. Timm Armbrust resigned from the company's Management Board at his own request with effect from June 30, 2025. Accordingly, his Management Board service contract, which was due to run until December 31, 2027, was terminated by mutual agreement on June 30, 2025. Sylvio Eichhorst was appointed to the company's Executive Board as Chief Financial Officer (CFO) on August 18, 2025, as his successor. As CFO, he has taken over responsibility for the core areas of finance, IT, and human resources.
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Introduction
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Remuneration system for members of the Management Board
The Supervisory Board of BIKE24 is responsible for shaping the structure of the Management Board remuneration system and determining the remuneration of the individual members of the Management Board. The system for providing remuneration to the members of the Company's Management Board include fixed and variable components. In this context, the remuneration system is intended to contribute to the advancement of the business strategy and the sustainable development of the Company over the long term, in particular to foster the successful development of the Company and the BIKE24 stock, and thus to align the interests of shareholders and the Management Board, as well as to ensure appropriate but at the same time competitive remuneration of the Management Board.
To foster long-term and sustainable development of the Company, the remuneration of the members of the Management Board is linked to the business strategy and the corporate planning on which it is based. The current strategy and planning are aimed at assuming a leading position in the market of the online bicycle trade and thus serve the long-term development of the Company. The portion of the long-term variable remuneration also significantly exceeds the portion of the short-term variable remuneration. The short-term variable remuneration is intended to ensure the ongoing implementation of the operating objectives, the achievement of which is essential as a basis for the long-term development of the Company together with its subsidiaries (collectively referred to as the "BIKE24-Group"). The long-term portion of the variable remuneration enables the members of the Management Board to participate in the relative and absolute development of the stock price so that the interests of the shareholders and the management objectives are in line with each other. This gives the Management Board an incentive to increase the value of the Company on a lasting and sustainable basis. Furthermore, the Company's focus on sustainability and ESG targets is a strategic target of the Company.
In extraordinary circumstances (e. g., during a severe economic crisis), the Supervisory Board may temporarily deviate from the remuneration system if this is in the long-term interest of the Company. The supplementary remuneration components may not exceed 100 % of the annual base salary and must be in line with the target and maximum remuneration requirements.
The remuneration system for the Management Board is to be submitted to the Annual General Meeting for approval when there are significant changes to the remuneration system, but also every four years at a minimum. The remuneration system applicable for the fiscal year was approved by the Annual General Meeting on June 21, 2022, with an approval rate of 88.43 %. The structure of the remuneration system is reported on the following pages.
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Remuneration of the members of the Management Board
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Management Board remuneration in the 2025 reporting year at a glance
The following table provides an overview of the components of the remuneration system applicable to the active members of the Management Board in the 2025 reporting year, the structure of the individual remuneration components, and the targets on which they are based.
Management Board remuneration system 2025
Component Structure
Performance-independent remuneration
Base remuneration ● Contractually agreed fixed base annual remuneration
Payment in twelve monthly installments
Fringe benefits ● Company bicycle
Company car
Allowances for insurance
Reimbursement of costs incurred in connection with the work
Retirement benefits ● Monthly contribution to private retirement benefit plan
Monthly contribution to direct insurance
Performance-related remuneration
Short-term variable remuneration (annual bonus)
Long-term variable remuneration (Equity-Settled Stock Options Program)
Further remuneration arrangements
Performance-related annual bonus
Cap: 150 % of the target amount
Target amount at 100 %
Two target dimensions (weighting):
Quantitative performance targets (70 %):
→ Adjusted EBITDA1 (for the definition, see also 3.3.1)
→ Revenue targets2
Qualitative performance targets (30 %):
→ Strategic targets
Share-based long-term remuneration
Term of 10 years
Waiting period of 4 years
Three equally weighted target dimensions:
Strategic targets (including ESG targets)
Financial targets and
A certain increase in the BIKE24 stock price within the previous calendar year
Penalty/clawback ● Possibility of withholding or clawing back performance-related remuneration components
in the event of inaccurate consolidated financial statements or compliance breaches
Maximum remuneration ● The maximum compensation for an individual member of the Management Board is
EUR 2,000,000.
Post-contractual non-competition clause ● Two-year non-compete clause after leaving the Management Board, with payment of a
compensation amounting to 50 % of the most recent contractual remuneration received
Benefits in case of premature termination ● Any severance payments are limited to two years' remuneration and may not compensate more of employment than the remaining term of the service contract
1 Adjusted for special items to improve transparency and long-term comparability for assessing the performance and profitability of BIKE24, including its subsidiaries ("BIKE24 Group").
2 The revenue targets are measured against the consolidated revenue of the BIKE24 Group, which is prepared in accordance with the International Financial Reporting Standards ("IFRS") as applicable in the European Union ("EU") (consolidated revenue according to IFRS).
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Performance-independent remuneration
In addition to base remuneration, performance-independent remuneration includes fringe benefits and retirement benefit plans.
Annual base remuneration
The base annual remuneration is paid monthly in twelve equal installments. The annual base remuneration for each member of the Management Board is EUR 325 thousand.
Fringe benefits
In addition to their base remuneration, members of the Management Board receive fringe benefits in the form of a company car, company bicycle, insurance allowances, and reimbursement of expenses associated with their work. The value of all fringe benefits granted may not exceed 25 % of the base remuneration for the reporting year in question. The Supervisory Board may grant compensatory payments to the extent that remuneration benefits acquired prior to the transfer to the Management Board of Bike24 Holding AG are forfeited as part of the transfer. The Supervisory Board may determine whether the compensation is to be invested in BIKE24 shares in whole or in part and held for a minimum period.
Furthermore, the Company pays the premiums for a direct insurance policy that exists or that is to be concluded for each member of the Management Board. This contribution is limited to EUR 210 for Sylvio Eichhorst. In addition, each member of the Management Board is entitled to a fixed monthly amount of EUR 623 for private pension provision. This amount is calculated based on the maximum employer contribution to the German pension insurance scheme in 2019, whereby the contribution assessment ceiling (East) is decisive. The value of all retirement benefit commitments for a reporting year may not exceed 10 % of the base remuneration.
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Performance-related remuneration
Short-term variable remuneration (annual bonus)
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Management Board remuneration in the 2025 reporting year at a glance
The short-term variable remuneration (short-term incentive, "STI") takes the form of an annual bonus. The amount of the annual bonus is based on the achievement of the targets agreed upon with the Supervisory Board. These targets are agreed upon annually by March 31 of the current reporting year at the latest and comprise 70 % quantitative targets as well as 30 % qualitative targets. The performance criteria for the quantitative targets consist of the consolidated EBITDA figure adjusted for one-time effects ("Adjusted EBITDA") and a portion or all of the following revenue targets: (i) consolidated revenue according to IFRS; (ii) revenue of the DACH region; and (iii) revenue of the expansion markets. The qualitative targets consist of the strategic targets, rolling out the business to other European bicycle markets, and expanding the "Full-Bikes" product segment.
Target achievement is calculated separately for all target figures. The Supervisory Board defines milestones (degree of implementation at certain points on the time axis) for individual strategic targets based on corporate planning. These milestones are used to determine the degree of target achievement. If at least 70 % is not achieved in a target category, the member of the Management Board does not receive a bonus. Target achievement is determined at the end of the reporting year. The two target dimensions mentioned above are used to calculate a weighted percentage of target achievement, which is first multiplied by itself and then by the target bonus. The bonus is limited to 150 % of the target bonus.
The performance criterion for the remuneration granted within the meaning of Section 162 (1) AktG in the 2024 reporting year (annual bonus 2024) can be seen in the following overview: