Invitation to the Annual General Meeting
We hereby invite the shareholders of bet-at-home.com AG, Düsseldorf, to the
Annual General Meeting
to be held on Tuesday, May 17, 2022, at 10:00 a.m.
The Annual General Meeting will be held at the Jumeirah Frankfurt, Thurn-und-Taxis-Platz 2, 60313 Frankfurt am Main, Germany, and against the background of the ongoing COVID 19 pandemic will be held as a virtual Annual General Meeting, i.e. without the physical presence of shareholders or their proxies. We ask our shareholders to pay particular attention to the further information and instructions on registering for the Annual General Meeting, exercising voting rights and other shareholder rights contained in this Notice of Annual General Meeting under section III.
I. Agenda
1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2021, the combined management report for the fiscal year 2021 together with the explanatory report of the Management Board on the disclosures pursuant to sections 289a and 315a of the German Commercial Code, and the report of the Supervisory Board for the fiscal year 2021
The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Management Board; the annual financial statements are thus adopted. The other aforementioned documents are also merely to be made available to the Annual General Meeting in accordance with Art. 176 par. 1 sentence 1 of the German Stock Corporation Act (AktG), without any resolution being required in this respect. The Annual General Meeting therefore does not need to pass a resolution on this agenda item 1.
2. Resolution on the approval of the actions of the Management Board for the fiscal year 2021
The Management Board and Supervisory Board propose that the actions of the members of the Management Board in fiscal year 2021 be approved.
3. Resolution on the approval of the actions of the Supervisory Board for the fiscal year 2021
The Management Board and the Supervisory Board propose that the acts of the members of the Supervisory Board in the fiscal year 2021 be ratified.
4. Resolution on the appointment of the auditor of the financial statements and the consolidated financial statements for the fiscal year 2022 and the auditor for a review of the half-yearly financial report 2022
The Supervisory Board proposes that PKF Fasselt Partnerschaft mbB, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Rechtsanwälte, Duisburg branch, 47059 Duisburg, Germany, be appointed as auditors of the annual financial statements and auditors of the consolidated financial statements for the fiscal year 2022 and as auditors for any review of the condensed interim financial statements and interim management report as of June 30, 2022, in accordance with Section 115 (5) of the German Securities Trading Act.
5. Elections to the Supervisory Board
In accordance with §§ 95, 96 (1), 101 (1) of the German Stock Corporation Act (AktG) in conjunction 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 ratification of the acts of the Supervisory Board 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. Mr. Martin Arendts was elected to the Supervisory Board at the Annual General Meeting on May 17, 2017 until the end of the Annual General Meeting which resolves on his discharge for the financial year 2021 (thus until the end of the Annual General Meeting in 2022).
The Supervisory Board proposes that Dipl.-Jur. Univ. Martin Arendts, attorney-at-law, founder and owner of the law firm ARENDTS ANWÄLTE, Grünwald, Germany, resident in Grünwald, Germany, be elected as a member of the Supervisory Board with effect from the end of the Annual General Meeting on May 17, 2022, for the period until the end of the Annual General Meeting resolving on his discharge for the financial year 2026.
Supplementary notes:
It is pointed out that Mr. Martin Arendts has been elected Chairman of the Supervisory Board and that he shall continue to hold this office if re-elected. The Supervisory Board has ascertained from the candidate proposed for election that he is able to devote the expected amount of time. The Supervisory Board's election proposal considers the objectives resolved by the Supervisory Board for its composition.
According to Recommendation C. 13 of the German Corporate Governance Code (as amended on December 16, 2019), 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. In this respect, in the view of the Supervisory Board, there are no relationships to be disclosed with regard to Mr. Arendts.
CANDIDATE RESUME:
| Name: |
Martin Arendts |
| Profession: |
Lawyer, founder and owner of the law firm ARENDTS ANWÄLTE, Grünwald, Germany |
| Nationality: |
German |
| Place of birth: |
Munich, Germany |
| Date of birth: |
09 October 1966 |
| |
|
| Professional background: |
|
| since 03/1995 |
Lawyer, founder and owner of the law firm ARENDTS ANWÄLTE, Grünwald, Germany |
Studies:
University of St. Gallen - Master of European and International Business Law (M.B.L.-HSG)
University of Passau - State Examination in Law, Dipl.-Jur. Univ.
University of Hamburg - European studies and law
German University of Administrative Sciences Speyer
The Hague Academy of International Law
Member of the Supervisory Board of bet-at-home.com AG (Chairman):
First appointment: Annual General Meeting on August 13, 2006
Last re-election: Annual General Meeting of May 17, 2017
Term of office: until the end of the Annual General Meeting that resolves on the formal approval of the acts of the Supervisory Board for the financial year 2021.
Memberships in other statutory supervisory boards:
FIVV Finanzinformation & Vermögensverwaltung Aktiengesellschaft, Munich, Member of the Supervisory Board (since 07/2004)
Membership in comparable domestic and foreign supervisory bodies of business enterprises:
none
Consulting activities for major competitors:
none
Significant shareholding in bet-at-home.com AG:
none
Other business relations with bet-at-home (related party transactions):
none
Employment at bet-at-home in the last 5 years:
none
Government activity/political offices:
none
6. Resolution on the approval of the compensation system for the members of the Management Board
Pursuant to Section 120a of the German Stock Corporation Act (AktG), the Annual General Meeting of the listed company shall resolve on the approval of the compensation system for the members of the Management Board presented by the Supervisory Board whenever there is a significant change to the compensation system, but at least every four years. The Annual General Meeting of the Company on May 18, 2021 last approved the compensation system for the members of the Management Board resolved by the Supervisory Board in fiscal year 2021 in accordance with (Compensation System 2021). On March 16, 2022, the Supervisory Board adopted an amended compensation system (Compensation System 2022) for the members of the Management Board, which amended the Compensation System 2021, in particular with regard to variable compensation.
The Supervisory Board proposes that the 2022 compensation system for the members of the Management Board resolved by the Supervisory Board, which is presented below under II. A., be approved.
7. Resolution on the approval of the compensation report pursuant to Sec. 162 AktG
Pursuant to Section 162 of the German Stock Corporation Act (AktG), the Management Board and Supervisory Board of the listed company prepare an annual report on the compensation granted and owed by the company and by companies of the same group (Section 290 of the German Commercial Code) to each individual current or former member of the Management Board and Supervisory Board in the past financial year (compensation report). The compensation report for the 2021 financial year prepared by the Management Board and Supervisory Board was audited by the auditor in accordance with the requirements of Section 162 (3) of the German Stock Corporation Act (AktG). The auditor's report is attached to the compensation report. The Annual General Meeting of the listed company shall resolve on the approval of the audited compensation report in accordance with Section 120a (4) AktG.
The Management Board and the Supervisory Board propose that the compensation report for the financial year 2021, which was prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG), and which is reproduced together with the report on the audit of the compensation report under II. B., be approved.
II. Description A. of the Compensation System 2022 and B. of the Compensation Report for Fiscal Year 2021
A. Compensation system for the members of the Management Board (Compensation system 2022):
1. Principles of the remuneration system for members of the Management Board of bet-at-home.com AG
The remuneration 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 remuneration 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 is guided by the following guidelines when determining remuneration levels and the remuneration 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 linked to the achievement of strategic goals. The focus here is on profitable growth. This can be measured in particular by 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).
Some of the variable compensation components also have a multi-year character. 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 can be included in the assessment of compensation.
The remuneration 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 German Stock Corporation Act (AktG) as amended, any regulatory requirements and the recommendations of the German Corporate Governance Code. In doing so, it ensures clarity and comprehensibility.
The Management Board compensation system thus adopted by the Supervisory Board will be submitted to the Annual General Meeting for 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) of the German Stock Corporation Act (AktG), the Supervisory Board will submit the compensation system for the members of the Management Board to the Annual General Meeting for approval in the event of significant changes, but at least every four years.
This system of compensation for members of the Management Board applies to future Management Board service contracts or will be considered in the context of contract amendments or extensions. 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.
2.1. Horizontal comparison
The selection of a peer group for the assessment of the market conformity of the total compensation is based on the requirements of the German Stock Corporation Act (in particular industry and size as well as international orientation). The composition of the peer group is based on a peer group of listed and non-listed companies in terms of relevant comparison parameters (e.g. gross betting and gaming revenue, EBITDA, number of employees and market capitalization), to the extent that this can be determined. Furthermore, the peer group is selected from a peer group of industry companies to the extent that this can be determined.
2.2. 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 analysis was also carried out over the last three years. As part of the regular review of the appropriateness of Management Board compensation, the Supervisory Board examines in particular whether any need for adjustment of Management Board compensation arises from changes in the ratios of Management Board compensation, senior management and total workforce.
3. Compensation components in detail
3.1. Fixed remuneration 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.
3.1.1. Basic references
The members of the Management Board receive a fixed basic remuneration granted in the form of monthly salaries ("basic remuneration"). The basic remuneration is promised and granted by bet-at-home.com AG and/or, where applicable, its subsidiaries within the scope of employment relationships.
3.1.2. Fringe benefits
"Fringe benefits" may be granted to individual members of the Management Board on the basis of service agreements 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.
3.1.3. Pension commitments
The members of the Management Board do not receive any pension commitments.
3.2. Short-term variable compensation
The members of the Management Board receive short-term variable compensation (a so-called short-term incentive) ("STI"), in the form of an annual bonus.
3.2.1. Target amounts
Target amounts are agreed with the Management Board members in their service contracts, which are granted to them as STI upon 100% target achievement ("STI target amount").
The variable compensation is calculated on the basis of the STI target amount within a target achievement corridor of 70% to 150%. The exact payout is determined by multiplying the degree of target achievement by the STI target amount of the individual Management Board member. If the target is exceeded, there is an increase up to a maximum of 150% of the target amount (cap). If the target is achieved by up to 70%, the STI is reduced on a straight-line basis; if the target is achieved by less than 70%, the STI is not paid out at all.
3.2.2. Performance targets
The assessment factors to be defined for the STI include financial and non-financial performance criteria. Non-financial performance criteria account for up to 10% of the STI target amount. Corresponding target agreements are to be agreed at the latest at the beginning of the year for which the STI is granted.
Financial performance targets
The Supervisory Board is entitled to agree financial performance criteria that can be derived from the Company's accounting. In particular, compliance with the budget and/or the achievement of key financial figures (e.g. gross betting and gaming revenue and/or EBITDA, to the extent permitted by law) may be rewarded.
Non-financial performance targets
In addition to criteria such as integrity, employee satisfaction and diversity, sustainability/environmental social governance (ESG) aspects, which should account for up to 10% of the overall target achievement, can also be included in the target agreement as non-financial performance criteria.
For the non-financial, strategic targets, the agreement with the Management Board members is to define the conditions under which the respective target is fully met (100% target achievement of the individual criterion) and which parameters are used to assess the degree of target achievement. In the case of non-financial strategic project targets, particular consideration is given to aspects such as quality, budget compliance and adherence to deadlines.
3.2.3. Change of performance targets
A subsequent change of the performance targets is excluded.
3.2.4. Calculation of target achievement
The total target achievement of the short-term variable compensation is derived from the agreed average of the individual performance criteria and the degree of target achievement in each case.
3.2.5. Maturity of the STI
The STI falls due at the end of the month following the month in which the annual financial statements and the consolidated financial statements of the fiscal year for which the STI is granted are approved.
3.2.6. Elimination of the STI
If the Company terminates the employment relationship for good cause within the meaning of Section 626 of the German Civil Code (Bürgerliches Gesetzbuch - BGB), the STI shall lapse for the fiscal year in which the termination takes effect. In other cases of premature termination, the Management Board receives the STI pro rata temporis.
3.3. Long-term variable compensation
Long-term variable compensation (a so-called long-term incentive) ("LTI") can also be agreed with members of the Management Board.
The basis for calculating the LTI is the Group's EBITDA in the fiscal year on the basis of which the LTI is determined ("LTI year").
The LTI year must be agreed as a fiscal year starting no earlier than four years and no later than six years after the end of the fiscal year in which the LTI was agreed. For example, if the LTI was agreed in fiscal year 2022, the earliest LTI year that can be agreed is fiscal year 2027 (but not 2023, 2024, 2025 and 2026).
The LTI corresponds to a percentage ("participation share") of Group EBITDA in the LTI year agreed when the LTI is agreed, which may not exceed 10% per Management Board member. The total of all participation shares granted to several Management Board members in respect of an LTI year may not exceed 20%.
Entitlement to the LTI is subject to the condition that EBITDA in the LTI year exceeds EUR 10,000,000. Otherwise there is no entitlement to the LTI.
For the purpose of calculating the LTI, the Group's "EBITDA" is defined as net income adjusted for income taxes, net financial expense and depreciation/amortization. In addition, an adjustment must be made for the LTI expense of all Management Board members.
If EBITDA (as defined above) exceeds EUR 10,000,000 at the end of the second fiscal year following the fiscal year in which the LTI was agreed, a discount on the LTI amounting to 5% of EBITDA for that year as defined above may be paid. If, for example, the LTI was agreed in fiscal year 2022, a discount may be paid if EBITDA in fiscal year 2024 exceeds EUR 10,000,000. The discount must be repaid if the requirements for payment of the LTI are not met in the LTI year, in particular if EBITDA does not exceed EUR 10,000,000. Any repayment claim of the Company against the Management Board member shall not be considered when determining EBITDA.
3.3.1. Calculation of the LTI
The LTI results from the above calculation.
3.3.2. Maturity of the LTI
The LTI falls due at the end of the month following the month in which the annual financial statements and consolidated financial statements for the LTI year are approved. This applies accordingly to a claim for repayment.
3.3.3. Elimination of the LTI
The LTI shall not apply if the Management Board member does not work for the Company as an Management Board member in the LTI year. If the Company terminates the employment relationship in the LTI year for good cause within the meaning of Section 626 of the German Civil Code (BGB), the LTI shall also lapse.
4. Possibilities of the Company to reclaim variable compensation components
The Supervisory Board may determine that variable compensation components not yet paid out are to be retained in full or in part and not paid out ("claw back") in the event of serious misconduct on the part of the Management Board member. The Supervisory Board decides on the claw-back at its due discretion. The Supervisory Board shall agree with the Management Board member in detail when serious misconduct by the Management Board member is to be assumed in this sense.
With regard to annual bonuses, a clawback is permissible for the financial year in which the misconduct occurred. With regard to multi-year variable compensation components, a clawback is permissible if and to the extent that the serious misconduct occurred within the assessment period or waiting period.
A claw back is also permissible if and to the extent that variable compensation was paid on the basis of annual financial statements or consolidated financial statements and it is determined on the basis of a subsequent correction that the basis for measuring the variable compensation was set too high. Clawbacks of amounts already paid out can also be agreed. Amounts withheld under the claw-back or repaid by the Management Board member are offset against any claim for damages by the Company arising from the misconduct of the Management Board member.
5. Target total compensation
The Supervisory Board determines the amount of the target total compensation for each Management Board member in accordance with the compensation system.
In doing so, it shall consider not only an appropriate relationship to the duties and performance of the Management Board member, but also the economic situation and the success and future prospects of the Company. The Supervisory Board shall ensure that the target total compensation does not exceed the customary compensation without special justification.
The target total compensation for the individual Management Board members is derived from the basic compensation and the STI in the event of 100% target achievement.
In addition, there is the LTI, which is not a compensation component to be measured on the basis of a target achievement level based on a target agreement.
6. Maximum remuneration
The following maximum amounts apply:
| In Euro |
Per member of the Management Board |
| Basic remuneration |
600,000 p.a. |
| Ancillary services |
Max. 10 % of basic remuneration |
| STI |
Max. 66% of basic compensation with 100% target achievement |
| LTI |
max. five times the basic remuneration granted in the LTI year plus the STI payable for the LTI year |
Relative share of individual compensation components
The Supervisory Board observes an appropriate ratio of the individual compensation components to the target total compensation. The share of the Management Board members' compensation components in the target total compensation based on 100% target achievement in the STI and payment of the LTI is as follows, assuming the following in the year of payment of the LTI:
| |
In EUR |
Share in % |
| Basic remuneration plus fringe benefits |
400.000 |
21,46 |
| STI |
264.000 |
14,16 |
| LTI |
1.200.000 |
64,38 |
The above percentages are based on the assumptions made. The actual percentages may deviate. The deviations may result in particular from the target achievement of the STI and the amount of the LTI. It should also be noted that the LTI is not paid annually.
8. Commitments to members of the Management Board in the event of resignation
The Supervisory Board may determine exit regulations for each compensation component and for each case in which the employment relationship of a member of the Management Board or the appointment as a member of the Management Board ends. This includes cases such as retirement or full or partial reduction in earning capacity, death, ordinary termination of the service contract or termination of the service contract for good cause, dismissal from office for good cause, transfer of a service contract to the major shareholder of the Company or to a company affiliated with the major shareholder of the Company. For each of these cases, the Supervisory Board may determine in advance what requirements apply in order for individual or all compensation components to be paid either in full or in part, early or delayed, to the members of the Management Board or - in the event of death - to the heirs of the Management Board member concerned, or to lapse. In any case, any payment of variable compensation components may only be made in accordance with the targets and comparison parameters and the due dates set out in the respective plan terms and conditions referred to in the service agreements or agreed in the service agreements with the respective members of the Management Board.
The Supervisory Board concludes service agreements with members of the Management Board that provide for a severance payment cap.
Severance payments in the event of premature termination of Management Board membership without good cause may not exceed a total of two years' compensation, but may not exceed the total compensation entitlement for the remaining term of the contract ("severance payment cap").
In the event of temporary incapacity to work due to illness or accident or for other reasons for which the Management Board member is not responsible and which are not due to gross negligence or intent, the Supervisory Board may determine that the fixed remuneration shall continue to be paid for a period of six months, but not beyond the end of the Management Board member's contract.
Commitments for benefits in the event of premature termination of the employment contract by the Management Board member as a result of a change of control may not be agreed.
If there is good cause for terminating the service agreement, no severance payments will be made.
The Supervisory Board may agree a post-contractual non-competition clause with members of the Management Board for a period of up to two (2) years. If such a post-contractual non-competition clause takes effect, the members of the Management Board may receive compensation amounting to up to half of their respective basic compensation per year of the respective period of validity of the post-contractual non-competition clause. Payments under a post-contractual non-competition clause are to be offset against any severance payments.
9. Contract terms, termination options
The term of the employment contracts is linked to the duration of the appointment and complies with the requirements of stock corporation law. The members of the Management Board are generally appointed for a term of three and a maximum of five years. Both the Company and the Management Board member have the right of extraordinary termination for good cause in accordance with Section 626 of the German Civil Code (BGB).
10. Compensation system in the event of special and exceptional circumstances
In special and exceptional circumstances (e.g. in the event of a severe financial or economic crisis), the Supervisory Board has the right to temporarily deviate from the compensation system in accordance with Section 87a (2) Sentence 2 AktG and to amend the regulations relating to the compensation structure and the individual compensation components as well as the regulations on the respective procedure if this is necessary in the interests of the long-term welfare of the Company. A deviation from the compensation system is only possible by a corresponding resolution of the Supervisory Board and after careful examination of the necessity. The components of the compensation system from which deviation is possible under the above circumstances are the procedure, the compensation structure, the individual compensation components and their performance criteria. Furthermore, in this case the Supervisory Board may temporarily grant additional compensation components or replace individual compensation components with other compensation components to the extent necessary to restore the appropriateness of Management Board compensation in the specific situation.
B. Compensation report for the financial year 2021
1. Introduction
bet-at-home.com AG submitted remuneration systems for the Management Board and Supervisory Board to the Annual General Meeting on 18 May 2021 for approval, which were adopted by an overwhelming majority. These remuneration systems, as well as this remuneration report for the remuneration of the Management Board and Supervisory Board members of bet-at-home.com AG, have been prepared in accordance with the German Act Implementing the Second Shareholder Rights Directive (ARUG II), the German Stock Corporation Act (AktG) and the Corporate Governance Code as amended on 16 December 2019, and are intended to provide a comprehensive overview of the remuneration granted to the members of the Management Board and Supervisory Board in the financial year 2021. In this context, the compensation structures are geared to the sustainable and long-term development of the Company and are intended to contribute to the promotion of the business strategy and the long-term development of the Company.
2. Compensation system for members of the Management Board
2.1. Principles of the compensation system for members of the Management Board
The remuneration 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 remuneration 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 governance. In principle, the Supervisory Board is guided by the following guidelines when determining remuneration levels and the remuneration system:
The compensation system as a whole makes a significant contribution to promoting the business strategy. To this end, the variable remuneration components in particular are also to be linked to the achievement of strategic targets. The focus here is on profitable growth, measured against the target figures of (i) the Group's gross betting and gaming income and (ii) consolidated profit adjusted for income taxes, net financial income, depreciation and amortization (EBITDA). In order to ensure that the interests of shareholders are also considered, the variable remuneration components are supplemented by a share price-based component. Variable compensation components also have a multi-year character. 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 remuneration system and the performance criteria of its variable components thus incentivize long-term and sustainable development of the bet-at-home.com AG Group.
2.2. 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 German Stock Corporation Act (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 General 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) of the German Stock Corporation Act (AktG), the Supervisory Board will submit the compensation system for the members of the Management Board to the Annual General Meeting for approval in the event of significant changes, but at least every four years.
The present system for the compensation of the members of the Management Board shall apply to future Management Board service contracts. 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.
2.2.1. Horizontal comparison
When designing the remuneration system, an attempt was made to use a suitable peer group to assess the market standard of the total remuneration. In the opinion of the Supervisory Board, however, no suitable peer group (listed online betting and gaming providers) has been identified that provides reliable information for a horizontal comparison. However, generally accessible remuneration studies were considered, but these only provide a comparative starting point for the size of the company and other non-specific aspects.
2.2.2. 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.
2.3. Disposition components in detail
2.3.1. Fixed remuneration components
Basic references
The members of the Management Board shall receive a fixed basic remuneration. Provision may be made for this to be payable monthly or in fourteen (14) monthly salaries, of which twelve (12) monthly salaries are payable at the end of each month, the thirteenth (13th) monthly salary at the end of May of each year and the fourteenth (14th) monthly salary at the end of November of each year. The basic remuneration is promised and granted by bet-at-home.com AG and/or, if applicable, by its subsidiaries within the scope of employment relationships.
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: the private use of company cars, special payments such as the 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.
Pension commitments
The members of the Management Board do not receive any pension commitments.
In fiscal year 2021, the members of the Management Board were granted the following fixed compensation components:
Grants awarded
(in EUR) |
Franz Ömer |
Michael Quatember |
| CEO |
CEO |
| 2020 |
2021 |
2021 (Min) |
2021 (Max) |
2020 |
2021 |
2021 (Min) |
2021 (Max) |
| Fixed remuneration |
600.000,00 |
600.000,00 |
600.000,00 |
600.000,00 |
420.000,00 |
420.000,00 |
420.000,00 |
420.000,00 |
| Consulting services |
400.000,00 |
400.000,00 |
400.000,00 |
400.000,00 |
0,00 |
0,00 |
0,00 |
0,00 |
| Total |
1.000.000,00 |
1.000.000,00 |
1.000.000,00 |
1.000.000,00 |
420.000,00 |
420.000,00 |
420.000,00 |
420.000,00 |
2.3.2. Variable remuneration 1 ("VV1")
Under the compensation system, the members of the Management Board are entitled to Variable Compensation 1, which can lead to an annual bonus payment, some of which is deferred. Variable compensation 1 rewards the members of the Management Board for the success of the Group based on certain financial indicators and non-financial performance targets.
Target amounts
In their service contracts, Management Board members agree target amounts for Variable Compensation 1 that are granted to them if they achieve 100% of their targets ("VV1 target amount"). The variable compensation is calculated on the basis of the VV1 target amount within a target achievement corridor of 50% to 200%. The exact payment is determined by multiplying the degree of target achievement by the VV1 target amount of the individual Management Board member. If the target is exceeded, there is an increase up to a maximum of 200% of the target amount (cap). If up to 50% of the target is achieved, variable compensation 1 is reduced on a straight-line basis; if less than 50% of the target is achieved, variable compensation 1 is not paid at all.
Performance targets
The assessment factors to be defined for VV1 comprise financial and non-financial performance criteria. Non-financial performance criteria account for up to 10% of the VV1 target amount.
Financial performance targets
As financial performance criteria, reference is to be made in particular to the gross betting and gaming income generated as the most significant performance indicator, and to EBITDA. At the beginning of an Management Board service agreement, which generally runs for three years, corresponding targets are set in advance for each year for the entire term, so that the assessment basis is already multi-year in this respect.
85% of the Variable Compensation 1 to be granted on this basis for a fiscal year, which is based on financial performance targets, is due in the month following approval of the annual financial statements and consolidated financial statements by the Supervisory Board of the Company. A further 15% of the Variable Compensation 1 for a fiscal year, which is based on financial performance targets, is allocated to a so-called sustainability account ("mid-term incentive"). Payment of the mid-term incentive is linked to the targets for the following fiscal year. If targets are achieved by 100% or more in the following fiscal year, the Management Board member is entitled to payment of the full mid-term incentive. If targets are achieved by up to 50%, the mid-time incentive is reduced on a straight-line basis; if targets are achieved by less than 50%, the mid-time incentive is not paid out at all. If the Management Board contract is not continued beyond the end of the fiscal year, the mid-term incentive is payable immediately after approval of the annual financial statements.
Non-financial performance targets
Non-financial performance criteria are to be included in the target agreement alongside criteria such as integrity, employee satisfaction and diversity, as well as sustainability/environmental social governance (ESG) aspects, which are to account for up to 10% of the overall target achievement.
For the non-financial, strategic targets, the agreement with the Management Board members is to define the conditions under which the respective target is fully met (100% target achievement of the individual criterion) and which parameters are used to assess the degree of target achievement. In the case of non-financial strategic project targets, particular consideration is given to aspects such as quality, budget compliance and adherence to deadlines.
Change of performance targets
A subsequent change of the performance targets is excluded.
Calculation of target achievement
The total target achievement of the short-term variable compensation is derived from the agreed average of the individual performance criteria and the degree of target achievement in each case.
Elimination of variable remuneration 1
If the Company terminates the employment relationship for good cause within the meaning of Section 626 of the German Civil Code (Bürgerliches Gesetzbuch - BGB), the Variable Compensation 1 shall cease to apply for the financial year in which the termination takes effect. For other cases of premature termination, the Management Board receives the VV1 payment pro rata temporis. This payment is due within one month of publication of the audited annual financial statements. Any credit balances in the sustainability account will also be paid out in full.
No "Variable Compensation 1" was granted to the members of the Management Board in fiscal year 2021:
| Grants awarded (in EUR) |
Franz Ömer |
Michael Quatember |
| CEO |
CEO |
| 2020 |
2021 |
2021 (Min) |
2021 (Max) |
2020 |
2021 |
2021 (Min) |
2021 (Max) |
| Short-Term VV1 |
384.001,74 |
0,00 |
0,00 |
573.750,00 |
384.001,74 |
0,00 |
0,00 |
573.750,00 |
| Mid-Term VV1 |
83.205,92 |
0,00 |
0,00 |
101.250,00 |
83.205,92 |
0,00 |
0,00 |
101.250,00 |
| Total variable remuneration 1 |
467.207,66 |
0,00 |
0,00 |
675.000,00 |
467.207,66 |
0,00 |
0,00 |
675.000,00 |
2.3.3. Variable remuneration 2 ("VV2")
As part of the remuneration system, Variable Remuneration 2 can be agreed with the members of the Management Board, which can lead to an annual bonus payment. The origin and amount of Variable Remuneration 2 depend to a large extent on the enterprise value of bet-at-home.com AG. VV2, if agreed with the members of the Management Board, is due on December 31 of each year.
At the beginning of a Management Board service contract, which generally runs for three years, a share price of the Company is fixed in advance for the entire term ("base price").
If the fixed share price is exceeded in subsequent years on the basis of a 6-month average share price in the months July to December ("Relevant Share Price"), the Management Board member receives a cash payment corresponding to a fixed agreed share of the increase in the value of the Company compared with the agreed share price.
If, for example, a base price of EUR 45.00 was agreed, the enterprise value based on 7,018,000 shares would be EUR 315,810,000. If the Relevant Price were EUR 55.00, the increased enterprise value would be EUR 385,990,000 and the increase in enterprise value would be EUR 70,180,000.
The VV2 is calculated on the basis of a percentage of the increase in enterprise value agreed with the members of the Management Board, which is up to 0.67%. Based on the above increase in the enterprise value, this would result in a VV2 of a maximum of EUR 470,206.
No "Variable Compensation 2" was granted to the members of the Management Board in fiscal year 2021:
| Grants awarded (in EUR) |
Franz Ömer |
Michael Quatember |
| CEO |
CEO |
| 2020 |
2021 |
2021 (Min) |
2021 (Max) |
2020 |
2021 |
2021 (Min) |
2021 (Max) |
| Variable remuneration 2 |
0,00 |
0,00 |
0,00 |
10.675.000,00 |
0,00 |
0,00 |
0,00 |
4.875.000,00 |
2.4. Target total compensation
The Supervisory Board determines the amount of the target total compensation for each Management Board member in accordance with the compensation system.
In doing so, it shall take into account not only an appropriate relationship to the duties and performance of the Management Board member, but also the economic situation and the success and future prospects of the Company. The Supervisory Board shall ensure that the target total compensation does not exceed the customary compensation without special justification.
The target total compensation for the individual Management Board members is derived from the basic compensation and Variable Compensation 1 in the event of 100% target achievement.
In addition, there is Variable Compensation 2, which, being share price-based, is not a component to be measured on the basis of a target achievement level based on a target agreement.
In determining the target total compensation for the individual Management Board members, the Supervisory Board will therefore use the consensus estimates of analysts as a basis with regard to Variable Compensation 2 and determine the target compensation from Variable Compensation 2 on this basis uniformly for each year of the term.
2.5. Maximum remuneration
The maximum amount of fixed basic compensation plus fringe benefits for each Management Board member is EUR 1,500,000 p.a.
The maximum amount of Variable Compensation 1 is EUR 1,000,000 p.a. for each Management Board member based on 100% target achievement.
The payment from Variable Compensation 2 is limited to ten times the basic compensation paid for the year added to Variable Compensation 1.
In fiscal year 2021, the defined maximum compensation was complied with.
2.6. Commitments to members of the Management Board in the event of resignation
The Supervisory Board may determine exit regulations for each compensation component and for each case in which the employment relationship of a member of the Management Board or the appointment as a member of the Management Board ends. This includes cases such as retirement or full or partial reduction in earning capacity, death, ordinary termination of the service contract or termination of the service contract for good cause, dismissal from office for good cause, transfer of a service contract to the major shareholder of the Company or to a company affiliated with the major shareholder of the Company. For each of these cases, the Supervisory Board may determine in advance what requirements apply in order for individual or all compensation components to be paid either in full or in part, early or delayed, to the members of the Management Board or - in the event of death - to the heirs of the Management Board member concerned, or to lapse. In any case, any payment of variable compensation components may only be made in accordance with the targets and comparison parameters and the due dates set out in the respective plan terms and conditions referred to in the service agreements or agreed in the service agreements with the respective members of the Management Board.
The Supervisory Board concludes service agreements with members of the Management Board that provide for a severance payment cap.
Severance payments in the event of premature termination of Management Board membership without good cause may not exceed a total of two years' compensation, but may not exceed the total compensation entitlement for the remaining term of the contract ("severance payment cap").
In the event of temporary incapacity to work due to illness or accident or for other reasons for which the Management Board member is not responsible and which are not due to gross negligence or intent, the Supervisory Board may determine that the fixed remuneration shall continue to be paid for a period of six months, but not beyond the end of the Management Board member's contract.
Commitments for benefits in the event of premature termination of the employment contract by the Management Board member as a result of a change of control may not be agreed.
If there is good cause for terminating the service agreement, no severance payments will be made.
The Supervisory Board may agree with members of the Management Board that, in the event that their employment contract is not extended or ends for any other reason before the end of the regular term, they will receive a transitional allowance amounting to 50% of their last gross annual salary (including variable compensation component). The transitional allowance may not be paid if the contract is extended. The entitlement to payment of the transitional allowance shall lapse if the Management Board member has refused a reappointment and extension of the Management Board contract offered to him on terms that are the same or more favorable to him, or if the non-extension or termination is based on an important reason for which the Management Board member is responsible, or on an ordinary notice of termination given by the Management Board member.
The Supervisory Board may agree a post-contractual non-competition clause with members of the Management Board for a period of up to two (2) years. If such a post-contractual non-competition clause takes effect, the members of the Management Board may receive compensation amounting to up to half of their respective basic compensation per year of the respective period of validity of the post-contractual non-competition clause. Payments under a post-contractual non-competition clause are to be offset against any severance payments.
2.7. Contract terms, termination options
The term of the employment contracts is linked to the duration of the appointment and complies with the requirements of stock corporation law. Ordinary members of the Management Board are generally appointed for a maximum of three years.
Both the Company and the Management Board member have the right to extraordinary termination for good cause in accordance with Section 626 of the German Civil Code (BGB).
2.8. Compensation system in the event of special and exceptional circumstances
In special and exceptional circumstances (e.g. in the event of a severe financial or economic crisis), the Supervisory Board has the right to temporarily deviate from the compensation system in accordance with Section 87a (2) Sentence 2 AktG and to amend the regulations relating to the compensation structure and the individual compensation components as well as the regulations on the respective procedure if this is necessary in the interests of the long-term welfare of the Company. A deviation from the compensation system is only possible by a corresponding resolution of the Supervisory Board and after careful examination of the necessity. The components of the compensation system from which deviation is possible under the above circumstances are the procedure, the compensation structure, the individual compensation components and their performance criteria. Furthermore, in this case the Supervisory Board may temporarily grant additional compensation components or replace individual compensation components with other compensation components to the extent necessary to restore the appropriateness of Management Board compensation in the specific situation.
3. Compensation system for members of the Supervisory Board
The system for the compensation of Supervisory Board members is based on the statutory requirements and takes into account the recommendations of the German Corporate Governance Code. The compensation of Supervisory Board members shall be balanced overall and commensurate with the responsibilities and duties of the Supervisory Board members and the situation of the Company, also taking into account the compensation arrangements of other listed companies. At the same time, it should make the assumption of a mandate as member or chairman of the Supervisory Board appear sufficiently attractive to be able to attract and retain outstanding mandate holders. This is a prerequisite for the best possible supervision and advice to the Management Board, which in turn makes a major contribution to a successful business strategy and the long-term success of the Company.
The Supervisory Board is not operationally active. Rather, the Supervisory Board contributes to the long-term development of the Company through its monitoring activities. The granting of purely fixed compensation has proven to be appropriate in this respect. The Management Board and Supervisory Board are of the opinion that purely fixed compensation for the members of the Supervisory Board is best suited to ensuring that the Supervisory Board fulfills its monitoring function independently. This is also in line with the recommendations of the German Corporate Governance Code. In line with the recommendation of the German Corporate Governance Code, the Chairman's higher time commitment should be appropriately taken into account through corresponding additional compensation. The Chairman of the Supervisory Board shall therefore receive twice the basic compensation of an ordinary member of the Supervisory Board. The compensation of the Supervisory Board therefore contains no variable compensation components and no share-based components.
The annual fixed compensation is paid one month after the end of each fiscal year. Accordingly, there are no deferral periods for the payment of compensation components. The compensation is linked to the term of office of the Supervisory Board member. If a Supervisory Board member resigns during the year, he or she receives the compensa
bet-at-home.com AG DE000A0DNAY5 
