Bet at home com : Financial Statement bet-at-home.com AG 2023

bet-at-home.com AG Düsseldorf

Financial Statements

as at 31 December 2023

Combined Management Report

for the financial year 2023

Independent Auditors Report

Classification: Public

Table of content

Statement of Financial Position as at 31 December 2023

Income Statement for the period from 1 January to 31 December 2023 Notes to the Financial Statements 2023

Combined Management Report 2023

Independent Auditors Report

Disclaimer:

Translation. German version prevails.

Classification: Public

bet-at-home.com AG Düsseldorf

			Statement of financial position at 31 December 2023
ASSETS			EQUITY & LIABILITIES
		31.12.2023	31.12.2022			31.12.2023	31.12.2022
		EUR	EUR			EUR	EUR
A.	Non-current assets			A.	Equity
	Financial assets
	Interests in affiliated companies	10,871,313.19	10,871,313.19	I.	Share capital	7,018,000.00	7,018,000.00
				II.	Capital reserves	7,366,000.00	7,366,000.00
B.	Current assets
I.	Receivables and other assets			III.	Total comprehensive income	-2,254,267.98	-2,807,534.26
						12,129,732.02	11,576,465.74
1.	Receivables from affiliated companies	2,722,520.81	2,539,321.96	B.	Provisions
2.	Other assets	7,624,024.18	7,654,389.49		Other provisions	163,799.56	104,740.00
		10,346,544.99	10,193,711.45
II.	Cash and cash equivalents	1,258,684.24	962,344.09	C.	Liabilities
		11,605,229.23	11,156,055.54	1.	Liabilities from goods and services	3,312.66	49,135.01
					thereof with a residual maturity of up to one year
C.	Prepaid expenses	39,292.13	165,033.55		3,312.66 EUR (FY 2022: 49,135.01 EUR)
				2.	Liabilities to affiliated companies	7,567,083.33	7,528,750.00
				3.	Other liabilities	2,651,906.98	2,933,311.53
					thereof taxes	10,222,302.97	10,511,196.54
					130,061.74 EUR (FY 2022: 316,804.78 EUR)

thereof relating to social security

3,598.79 EUR (FY 2022: 2,606.75 EUR)

thereof with a residual maturity of up to one year 2,651,906.98 EUR (FY 2022: 374,118.53 EUR)

22,515,834.55 22,192,402.28

22,515,834.55 22,192,402.28

Classification: Public

bet-at-home.com AG Düsseldorf

		Income Statement
		for the year ended 31 December 2023
			01.01.-31.12.202301.01.-31.12.2022
			EUR	EUR
1.	Revenues	764,384.13	572,016.50
2.	Other operating income	143,261.29	20,709.23
3.	Personnel expenses
	a)	Wages and salaries	-679,813.93	-627,777.91
	b)	Social security contributions and expenses
		for pensions and other employee benefits	-51,742.45	-56,281.26
		thereof for pensions	-731,556.38	-684,059.17
		10,139.32 EUR (FY 2022: 6,098.75 EUR)
4.	Other operating expenses	-2,053,827.71	-3,798,653.50
5.	Income from investments	2,500,000.00	2,507,470.00
		thereof from affiliated companies
		2,500,000.00 EUR (FY 2022: 2,507,470.00 EUR)
6.	Other interest and similar income	0.00	1,989.00
		thereof from affiliated companies
		0.00 EUR (FY 2022: 0.00 EUR)
7.	Interest and similar expenses	-170,878.83	-153,342.22
		thereof from affiliated companies
		152,395.83 EUR (FY 2022: 85,937.50 EUR)
8.	Income tax expense	101,883.78	-308,532.00
9.	Earnings after taxes = Net profit for the year	553,266.28	-1,842,402.16
10.	Loss/Profit carried forward from previous year	-2,807,534.26	-965,132.10
11.	Accumulated loss/profit	-2,254,267.98	-2,807,534.26

Classification: Public

bet-at-home.com AG, Düsseldorf

Notes to the Financial Statement 2023

1. Disclosures to the Financial Statement

bet-at-home.com AG has its registered office in Düsseldorf and is entered in the Commercial Register B of the Düsseldorf Local Court under the registration number HRB 52673.

The annual financial statements have been prepared in accordance with Sections 242 et seq. and 264 et seq. of the German Commercial Code (HGB) and in accordance with the relevant provisions of the German Stock Corporation Act (AktG). Pursuant to Section 267 (3) sentence 2 of the German Commercial Code (HGB) in connection with Section 264d of the German Commercial Code (HGB), the Company is a large capital company, due to admission of its shares to an organized market (Frankfurt Stock Exchange).

1. Disclosures on accounting and valuation methods

The accounting and valuation methods comply with legal requirements and are unchanged from the previous year.

Financial assets were recognised at the lower of cost or fair value.

Receivables, other assets and bank balances were valued at nominal value in accordance with the historical cost principle.

Prepaid expenses relate to expenses of the fiscal year that represent expenses for a certain period after the balance sheet date.

The accruals were set up on the basis of prudent business judgment and take into account all identifiable risks and uncertain liabilities to the point of time when the balance sheet was prepared. They are valued at the settlement amount. No compounding or discounting was necessary.

Liabilities were recognized at the settlement amount.

Classification: Public

1. Disclosures on the balance sheet and income statement

The composition and development of fixed assets are shown in the statement of changes in fixed assets (appendix to the notes).

Financial assets exclusively comprise investment in bet-at-home.com Entertainment GmbH, Linz (Austria).

Receivables from affiliated companies mainly include receivables from dividend claims against bet-at-home.com Entertainment GmbH, Linz, in the amount of EUR 2,500,000.00.

Other assets mainly include receivables due from bet-at-home.com Entertainment Ltd. (in liquidation) in the amount of EUR 7,623,051.24acquired during the liquidation phase. The remaining term for these receivables is between one and five years. All other receivables have a remaining term of less than one year.

Uncertainties exist regarding the assets of bet-at-home.com Entertainment Ltd. (in liquidation) and the liabilities recognised by the liquidator. However, the assets of the estate and the recognised estate liabilities influence the quota that the creditors will receive on their established claims. The resulting uncertainties are addressed in the valuation of the claim against bet-at-home.com Entertainment Ltd. (in liquidation) by assuming and assessing various scenarios.

As a result of weighting various inflows in the respective scenarios, the receivables were valued at around half of the nominal amount. From the current perspective, the insolvency proceedings in Malta of bet-at-home.com Entertainment Ltd. (in liquidation) are expected to be settled at the end of 2025 and the receivables are expected to be serviced from the assets at that time.

Whether the expected inflow actually materialises, depends on whether and to what extent filed requests from players for reimbursement of gambling losses are successful in future. Court and procedural costs as well as costs for experts and consultants additionally reduce the assets of the estate to be distributed.

In June 2023, following adoption by the Maltese government, the Gambling Act Bill No. 55 came into force. This Bill is intended to protect local gambling companies in Malta. Invoking an exception in the EU Enforcement Regulation, foreign court rulings that

Classification: Public

conflict with the Maltese gambling will not be recognised, with reference to Maltese "public policy". The conformity of Bill No. 55 with EU law is being variously questioned. At the request of the European Parliament, the EU Commission is currently examining the question of conformity of Bill No. 55 with EU law. In view of this fact, BaH together with its Maltese legal advisors have been continuously assessing and examining possible effects of this amendment - in particular with regard to judicial winding-up proceedings of bet-at-home.com Entertainment Ltd (in liquidation).

The subscribed capital amounts to EUR 7,018,000.00 as of December 31, 2023 (previous year: EUR 7,018,000.00) and is divided into 7,018,000 bearer shares with a notional interest in the subscribed capital of EUR 1.00 per share. The capital reserve amounts to EUR 7,366,000.00 as of December 31, 2023 (previous year: EUR 7,366,000.00).

By resolution of the Annual General Meeting on May 18, 2021, the Management Board is authorised, with the approval of the Supervisory Board, to increase the Company's subscribed capital by up to EUR 1,403,600.00 by May 17, 2026 by issuing up to 1,403,600 no-par value bearer shares on one or more occasions in return for cash contributions and/or contributions in kind (Authorized Capital I). New shares shall be offered to shareholders for subscription. However, the Executive Board is authorised, with the consent of the Supervisory Board, to exclude shareholders' subscription rights in certain cases.

Furthermore, the Management Board is authorised by resolution of the general meeting of shareholders on 26 May 2023, with the consent of the Supervisory Board, to acquire treasury shares until May 25 2025 for an amount of up to 10% of the share capital of the Company existing when this authorisation is granted, or (if this value is lower) 10% of the share capital existing at the time of enforcement of this authorisation. In this context, the shares acquired following this authorisation, together with other shares of the Company, which the Company already acquired and still holds or which are attributable to the Company pursuant to Section 71a et seq. of the German Stock Corporation Act (AktG), should at no time exceed 10% of the share capital. The authorisation should not be used for the purpose of trading in treasury shares.

Other provisions include expenses for legal and tax advice and for the audit of the financial statements in the amount of EUR 163,799.56 (previous year: EUR 104,740.00). The provisions have a remaining term of less than one year.

Classification: Public

Liabilities to affiliated companies include an intra-group loan, which bears interest at market rates and has an indefinite term, in the amount of EUR 7,567,083.33 (previous year: EUR 7,528,750.00).

Other liabilities include in particular liabilities amounting to EUR 2,500,000.00 (previous year: EUR 2,500,000.00) from reconciliation of legal disputes in connection with bet- at-home.com Entertainment Ltd. (in liquidation), which will become payable in the second quarter of 2024. All other liabilities have a remaining term of less than one year.

Sales include income from the recharging of costs in the amount of EUR 764,384.13 (previous year: EUR 572.016,50).

Personnel expenses relate exclusively to the member of the Management Board.

Other operating expenses mainly include expenses for reconciliation of legal disputes in connection with bet-at-home.com Entertainment Ltd. (in liquidation) in the amount of EUR 1,000,000.00 (previous year: EUR 2,500,000.00).

Income from investments from dividend-like income from Maltese affiliated companies (previous year: EUR 7,470.00) were not distributed in 2023. In the financial year 2023, bet-at-home.com Entertainment GmbH, Linz, distributed dividends in the amounted of EUR 2,500,000.00 (previous year: EUR 2,500,000.00).

Interest expenses include expenses from discounting of receivables in the amount of EUR 0.00 (previous year: EUR 67,386.00).

Taxes on income and earnings include refunds from the completed tax audit for the years 2015-2018.

IV. Other information

There are no other financial obligations. The Company has no employees.

Betclic Everest Group SAS, Paris/France, has held a controlling interest in the parent company of the bet-at-home.com AG Group since 5 September 2009. Betclic Everest Group SAS (company registration no. 501 420 939) prepares consolidated financial statements for the smallest group of affiliated companies in which the consolidated financial statements of bet-at-home.com AG are included. FL Entertainment N.V., Netherlands, which is listed on the Amsterdam stock exchange, is in turn the ultimate

Classification: Public

parent company of Betclic Everest Group SAS, Paris/France, and prepares consolidated financial statements for the largest group of affiliated companies.

The member of the Management Board in the financial year 2023 was:

• Marco Falchetto, Master's degree, Member of the Management Board, Mödling, Austria. Mr. Falchetto has been the sole member of the Management Board of bet-at-home.com AG since March 1, 2022.

The remuneration to the Management Board in the financial year 2023 amounts to EUR 564,999.90 (previous year: EUR 849,784.91 taking into account the members of the Management Board who resigned in 2022). The short-term variable remuneration for the 2023 financial year amounts to EUR 125,000.00 (previous year: EUR 281,200.00).

Information on the remuneration of the Management Board and the Supervisory Board of bet-at-home.com AG is presented individually in the compensation report. The compensation report is published on the Company's website at https://www.bet-at-home.ag/en/corporate-governance.

Marco Falchetto, the sole member of the Management Board was remunerated with a fixed remuneration of EUR 439,999.90 in the financial year 2023.

	Marco Falchetto
Remuneration (in EUR)	CEO
	2023
Fixed compensation	439,999.90
Consulting services	0.00
Total	439,999.90
One-year variable compensation	222,700.00
Long-term management bonus	0.00
Share-based compensation	0.00
Multiple-year variable compensation	0.00
Total	662,699.90
Utility expenses	0,00
Total compensation	662,699.90

Classification: Public

In the financial year 2023, the company paid contributions in the amount of EUR 10,139.32 (previous year: EUR 6,098.75) incurred in accordance with the Austrian Corporate Employee and Self-Employed Pension Act (BMSVG). Accident insurance for the member of the Management Board was not provided in the financial year 2023 as in the previous year.

		Marco Falchetto
Allocations granted (in
	CEO
EUR)
	2022	2023		2023 (Min)	2023 (Max)
Fixed remuneration	325,367.19	439,999.90		439,999.90	439,999.90
Consulting services	0.00	0.00		0.00	0.00
Total	325,367.19	439,999.90		439,999.90	439,999.90
VV1	0.00	125,000.00		0.00	500,000.00
VV2	0.00	0.00		0.00	0.00
Total	0.00	125,000.00		0.00	500,000.00
Utility expenses	0.00	0.00		0.00	0.00
Total compensation	325,367.19	564,999.90		439,999.90	939,999.90

The Supervisory Board included the following members in the financial year 2023:

• Martin Arendts, attorney at law, Grünwald (Germany) (chairman);
• Véronique Giraudon, Management Board, Paris (France) (Vice Chairwoman);
• François Riahi, Management Board, Paris (France).

The Chairman of the Supervisory Board Martin Arendts is a member of the Supervisory Board of FIVV Finanzinformation & Vermögensverwaltung AG, Munich.

Supervisory Board member François Riahi is CEO of FL Entertainment N.V. (The Netherlands).

The Chairman of the Supervisory Board received a fixed remuneration in the amount of EUR 40,000.00 thousand in the financial year 2023 (previous year: EUR 40,000.00). In addition, necessary expenses were reimbursed. Ms. Giraudon and Mr. Riahi waived their compensation in the financial year 2023.

Classification: Public