Bet at home com : Statement on Corporate Governance and Corporate Governance Report 2023

bet-at-home.com AG

Corporate Governance Statement of bet-at-home.com AG pursuant to Sections 289f, 315d HGB for the Financial Year 2023

Dear Shareholders,

Corporate governance is understood to be the legal and factual regulatory framework for the management and supervision of a company. The German Corporate Governance Code in the version adopted by the Government Commission on April 28, 2022 (hereinafter referred to as the "Code") contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to help ensure that the company is managed in the company's best interests.

The Code clarifies the obligation of the Management Board and Supervisory Board to ensure the continued existence of the company and its sustainable value creation in accordance with the principles of the social market economy, considering the interests of shareholders, the workforce and other groups associated with the company (stakeholders) (corporate interest). These principles require not only legality, but also ethically based, responsible behavior (model of the honorable businessman).

bet-at-home.com AG (hereinafter also referred to as "BaH") is a stock corporation under the German law. The company's shares are admitted to trading on the Frankfurt Stock Exchange in the Prime Standard, a segment of the EU regulated market. As a listed company, the company is required to issue a corporate governance statement within the meaning of sections 289f and 315d of the German Commercial Code (Handelsgesetzbuch - HGB), including the Group. The Code recommends that the Management Board and Supervisory Board report on and describe certain aspects of corporate governance beyond the legal requirements annually in the corporate governance statement.

The corporate governance statement is to be included in the combined management report, where it forms a separate section. It may also be made publicly available on the company's website. In this case, a reference to the website shall be included in the combined management report. The company has chosen this option, i.e. this corporate governance statement has not been included in the (combined) management report for the financial year 2023, but disclosed on the website and made publicly available.

1. Declaration of Conformity and Corporate Governance Code

Pursuant to Section 161 of the German Stock Corporation Act (Aktiengesetz - AktG), the Management Board and Supervisory Board of the listed company declare each year that the recommendations of the "Government Commission on the German Corporate Governance Code" published by the Federal Ministry of Justice in the official section of the Federal Gazette have been and are being complied with, or which recommendations have not been or are not being applied and why not (so-called "comply or explain" principle). This is the so-called "declaration of conformity". According to Section 3 (2) of the German Stock Corporation Act, listed companies are companies whose shares are admitted to trading on a market that is regulated and supervised by state-recognized bodies, takes place

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regularly and is directly or indirectly accessible to the public. This applies to bet-at-home.com AG through the listing of its shares on the regulated market of the Frankfurt Stock Exchange.

b) Corporate Governance Report / Declaration on Corporate Governance

The Code specifies the content of information on corporate governance, which is to be included in the corporate governance statement over and above the statutory requirements in Sections 289f, 315d of the German Commercial Code, namely:

Recommendation B.2	Together with the Management Board, the Supervisory Board shall ensure that
	there is long-term succession planning. The approach shall be described in the
	Corporate Governance Statement.
Recommendation B.5	An age limit shall be specified for members of the Management Board and
	disclosed in the Corporate Governance Statement.
Recommendation C.1	The Supervisory Board shall determine specific objectives regarding its
	composition, and shall prepare a profile of skills and expertise for the entire
	Board while taking the principle of diversity into account. The Supervisory Board's
	skills and expertise profile shall also comprise expertise regarding sustainability
	issues relevant to the enterprise. Proposals by the Supervisory Board to the
	General Meeting shall take these objectives into account, while simultaneously
	aiming at fulfilling the overall profile of required skills and expertise of the
	Supervisory Board. The implementation status shall be disclosed in the form of
	a qualification matrix in the Corporate Governance Statement. This statement
	shall also provide information about what the shareholder representatives on the
	Supervisory Board regard as the appropriate number of independent Supervisory
	Board members representing shareholders, and the names of these members.
Recommendation C.2	An age limit shall be specified for members of the Supervisory Board and
	disclosed in the Corporate Governance Statement.
Recommendation C.8	If one or more of the indicators set out in recommendation C.7 (indicators for the
	assessment of the independence of the members of the Supervisory Board) are
	met and the Supervisory Board member concerned is still considered
	independent, the reasons for this shall be given in the Corporate Governance
	Statement.
Recommendation D.2	Depending on the specific circumstances of the enterprise and the number of
	Supervisory Board members, the Supervisory Board shall form committees of
	members with relevant specialist expertise. The respective committee members
	and the committee chairs shall be provided in the Corporate Governance
	Statement.

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Recommendation D.3	The expertise in the field of accounting shall consist of special knowledge and
	experience in the application of accounting principles and internal control and
	risk management systems, and the expertise in the field of auditing shall consist
	of special knowledge and experience in the auditing of financial statements.
	Accounting and auditing also include sustainability reporting and its audit and
	assurance. The chairman of the audit committee shall have appropriate expertise
	in at least one of the two areas. The corporate governance statement shall name
	the relevant members of the audit committee and provide details of their
	expertise in the areas mentioned. The Chair of the Supervisory Board shall not
	chair the Audit Committee.
Recommendation D.12	The Supervisory Board shall assess, at regular intervals, how effective the
	Supervisory Board as a whole and its committees fulfil their tasks. The
	Supervisory Board shall report in the Corporate Governance Statement if (and
	how) the self-assessment was conducted.
Principle 23	Management Board and Supervisory Board provide information about the
	company's corporate governance in their Corporate Governance Statement, on
	an annual basis.
Recommendation F.4	The Supervisory Board and Management Board of listed companies subject to
	special legal regulations shall specify, in the Corporate Governance Statement,
	what Code recommendations were not applied due to over-riding legal
	stipulations.

The Supervisory Board's rules of procedure are published on the company's website at https://www.bet-at-home.ag/en/corporate-governance. The information on corporate governance practices is otherwise not disclosed outside the corporate governance statement.

1. Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act

The Management Board and Supervisory Board last issued the following declaration of conformity in December 2023 (available at https://www.bet-at-home.ag/en/corporate-governance):

The Management Board and Supervisory Board of bet-at-home.com AG hereby declare, that bet-at-home.com AG has complied with the recommendations of the Code as amended on April 28, 2022 since the issuance of the last Declaration of Conformity in December 2022, taking into account the exceptions explained therein, and will comply with them in future with the following exceptions:

Formation of committees of the Supervisory Board

According to the articles of association, the company's Supervisory Board is composed of three members. With this size, the formation of committees does not appear necessary or reasonable, since the conceivable

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tasks of committees can be performed just as effectively and competently by the entire Supervisory Board (D.2). The entire Supervisory Board also fulfils the tasks of the audit committee.

Structure of the remuneration of the Management Board

Taking the respective tax burden into consideration, variable remuneration amounts of Management Board members shall be invested predominantly in company shares by the respective Management Board member, or shall be granted as share-based remuneration. Granted long-term variable remuneration components shall be accessible to Management Board members only after a period of four years (G.10). According to the company's Management Board compensation system, approved by the Annual General Meeting held on May 26, 2023 ("Compensation System 2023"), one variable compensation amount, which is based on the share price of bet-at-home.com AG ("Variable Compensation 2"), can be granted to the Management Board. The existing contractual agreements provide for an observation period as defined in the Compensation System 2023 up until 31 December 2027, after which Variable Compensation 2 may be paid out, so that the recommendations of the Code are complied with in this respect. Only in the case of a change of control the existing agreements provide for Variable Compensation 2 to be paid before the expiration of four years, if applicable, what is reasonable from the point of view of the management.

Structure of the remuneration of the Supervisory Board

Compensation of the members of the Supervisory Board includes the position of chairman but not that of deputy chairman. Nor does there appear to be a need to differentiate between a deputy chairman and ordinary members, as the participation of all members is required for resolutions in the Supervisory Board of three people, so that cases where the chairman is represented by the deputy rarely occur in practice (G.17).

II. Disclosures in accordance with Sections 289f, 315d of HGB

The company is a stock corporation under the German law. It is therefore subject in particular to the provisions of the German stock corporation law and capital market regulations as well as the provisions of the Articles of Association and the Rules of Procedure for the Management Board and Supervisory Board.

There is a two-tier management and supervisory structure consisting of the Management Board and the Supervisory Board. The both bodies are committed to the interests of shareholders and the welfare of the company. The Annual General Meeting is the third body of the company. It serves to form the will of shareholders.

1. Management Board

The Management Board represents the company externally. It conducts the company's business in accordance with the law and the Articles of Association, as well as ensures an appropriate risk management. The Management Board develops the strategic direction of the company, coordinates it with the Supervisory Board and ensures its implementation. The task of the Management Board is thus to create a sustainable value on its own responsibility. The Articles of Association of BaH are available at https://www.bet-at-home.ag/en/bah/statute.

The company's Management Board currently consists of one member - Marco Falchetto.

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The members of the Management Board take their personal responsibility for the assigned scope of duties, without prejudice to the overall responsibility of all members of the Management Board.

The Supervisory Board issued the rules of procedure for the Management Board. Measures and transactions of fundamental importance taken the Management Board require the approval of the Supervisory Board in accordance with the rules of procedure of the Management Board.

The Management Board reports regularly, promptly and comprehensively to the Supervisory Board on all material aspects of business development, significant business transactions and the current earnings situation, including the risk situation and risk management. Deviations in the course of business from plans and targets are explained and justified to the Supervisory Board and discussed with it. In addition, the Management Board reports regularly on compliance, i.e. the measures taken to comply with legal requirements and internal company policies, which the Management Board is responsible for.

The Supervisory Board appoints the members of the Management Board for a maximum period of five years. A repeated appointment or extension of the term of office, in each case for a maximum period of five years, is permissible. It requires a new resolution of the Supervisory Board, which may be adopted not earlier than one year before the expiry of the previous term of office.

The Supervisory Board set an age limit for the Management Board. Correspondingly, a person who has reached the age of 67 cannot become a member of the Management Board.

The Supervisory Board is entitled to conclude contracts of employment with the members of the Management Board. When determining the total compensation of individual members of the Management Board (salary, profit sharing, expense allowances, insurance compensation, commissions, incentive-based compensation commitments such as stock options and fringe benefits of all kinds), the Supervisory Board shall ensure that these are commensurate with the duties and performance of a member of the Management Board and the situation of the company and do not exceed the customary level of compensation with no particular reasons. In the case of listed companies, the compensation structure shall be geared to sustainable and long-term development of the company. Variable compensation components shall therefore have a multi-year assessment basis; the Supervisory Board shall agree on a cap for extraordinary developments.

According to Section 87a of the German Stock Corporation Act, the Supervisory Board of a listed company shall adopt a clear and comprehensible system for compensation of the Management Board members. According to Section 120a of the German Stock Corporation Act, the Annual General Meeting of a listed company shall adopt a resolution regarding the approval of the compensation system of the Management Board members submitted to it by the Supervisory Board whenever the compensation system is substantially modified, at a minimum, however, every four years.

In accordance with the statutory provisions, the compensation system of the Management Board members drawn up in accordance with Section 87a of the German Stock Corporation Act and approved by the Supervisory Board on March 29, 2023 was submitted to and approved by the Annual General Meeting in 2023.

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The resolution and the current compensation system have been published on the company's website and shall be kept publicly available at no charge as long as the compensation system is valid and in force, at a minimum of at least ten years.

The Supervisory Board shall determine compensation of the Management Board members in accordance with a compensation system submitted to the Annual General Meeting for approval pursuant to Section 120a (1) of the German Stock Corporation Act.

In special and exceptional circumstances (e.g. in the event of a serious financial or economic crisis), the Supervisory Board has the right, in accordance with the compensation system adopted in 2023, to temporarily deviate from the compensation system pursuant to Section 87a (2) sentence 2 of the German Stock Corporation Act and to amend regulations regarding the compensation structure and individual compensation components as well as regulations on the respective procedure if it is necessary in the interests of the company's long-termwell-being. Any deviation from the compensation system is only possible with a corresponding resolution by the Supervisory Board and after careful consideration of the necessity to do so. The components of the compensation system that may be deviated from under the aforementioned circumstances are as follows: procedure, compensation structure, individual compensation components and performance criteria. Furthermore, in special and exceptional circumstances, the Supervisory Board may temporarily grant additional compensation components or replace individual compensation components with other compensation components if it is necessary to restore the adequacy of the Management Board compensation in a specific situation.

Pursuant to Section 120a (4) of the German Stock Corporation Act, the Annual General Meeting of a listed company shall also pass a resolution on approval of the audited compensation report for the preceding financial year prepared in accordance with Section 162 of the German Stock Corporation Act, unless the resolution can be dispensed with pursuant to Section 120a (5) of the German Stock Corporation Act. The compensation report is to be audited by the statutory auditor. The auditor is to audit, whether the information required by law has been provided; an audit of the content is not required by law. The compensation report and the audit opinion on the compensation report shall be made publicly available at no charge on the company's website for ten years from the date specified in Section 162 (4) of the German Stock Corporation Act.

The compensation reports for the past financial years and the auditor's reports pursuant to Section 162 of the German Stock Corporation Act, as well as the applicable compensation system pursuant to Section 87a of the German Stock Corporation Act are available on the company's website at https://www.bet-at-home.ag/en/corporate- governance. Other documents relating to remuneration, which shall be disclosed, are available at the same section of the website.

2. Supervisory Board

In accordance with Sections 95, 96 (1), 101 (1) of the German Stock Corporation Act in conjunction with Section 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. Pursuant to Section 10 (2) of the Articles of Association, Supervisory Board members are elected as determined by the Annual General Meeting for a maximum period up to the end of the

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next Annual General Meeting, which resolves on the approval of actions of the Supervisory Board members in the fourth fiscal year after the start of their term of office. The fiscal year, in which the term of office begins, is not included. The Supervisory Board advises the Management Board on management of the company. It monitors its activities. The Supervisory Board appoints and removes the members of the Management Board from office, resolves on the compensation system and respective remuneration for the members of the Management Board. The Articles of Association of BaH are available at https://www.bet-at-home.ag/en/bah/statute.

The Supervisory Board is involved in all decisions that are of fundamental importance to the company. It is to be determined in the by-laws that certain types of business transactions may be implemented only by the Supervisory Board's consent. The Supervisory Board's responsibilities also include nomination of candidates to the Supervisory Board and nomination for election of the statutory auditor. The Supervisory Board also supervises and advises the Management Board on sustainability issues, specific to the company and the industry as a whole.

The principles of cooperation within the Supervisory Board and with the Management Board are set out in the Rules of Procedure of the Supervisory Board. The Rules of Procedure of the Supervisory Board of BaH are available at https://www.bet-at-home.ag/en/corporate-governance.

The Supervisory Board has set an age limit for the Supervisory Board members such that, as a matter of principle, an election to the Supervisory Board shall no longer take place if the statutory retirement age has been reached at the time of the election.

At present, the Supervisory Board has not formed any committees. Due to the number of members (three members), the Supervisory Board is of the opinion that the establishment of committees would not be expedient. In view of the size of the company, the Supervisory Board also does not consider any expansion in the number of its members as necessary at present.

The members of the Supervisory Board may be granted remuneration for their activities. This may be specified in the by-laws or granted by the Annual General Meeting. It shall be commensurate with the duties of the Supervisory Board members and with the economic performance of the company. In the case of listed companies, a resolution on the compensation of the Supervisory Board members is to be resolved upon at least every four years in accordance with Section 113 of the German Stock Corporation Act, which was also amended by the ARUG II.

In accordance with the statutory provisions, a corresponding resolution was approved by the Annual General Meeting in 2021.

The resolution and the applicable compensation system for the Supervisory Board pursuant to Section 113 of the German Stock Corporation Act are available at https://www.bet-at-home.ag/en/corporate-governance.

The Supervisory Board discusses efficiency of its work as part of a self-assessment process on a regular basis. Due to the fact that the Supervisory Board currently has three members, the Supervisory Board has so far refrained from attracting an external consultant for a self-assessment. Last time the Supervisory Board self-assessment was carried out in the first quarter of 2021. On the basis of a questionnaire, the Chairman of the Supervisory Board examined whether there was any reason for a change in operating principles of the Supervisory Board and what measures should be taken in this respect.

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3. Annual General Meeting

The shareholders exercise their rights, in particular their voting rights, at the Annual General Meeting. The Annual General Meeting is held annually within the first eight months of each fiscal year. The agenda for the Annual General Meeting, including the reports and documents required for the Annual General Meeting, is published on the company's website. To facilitate the personalised exercise of their rights, the company provides shareholders with a proxy for Annual General Meetings, which is bound by instructions. In the Annual General Meeting convocation notice or in the notices to shareholders, it is explained how voting right instructions can be granted prior to the Annual General Meeting.

The Management Board is authorised in the Articles of Association to allow for an Annual General Meeting to be held without physical presence of shareholders or their proxies at the place of an Annual General Meeting (virtual Annual General Meeting). This authorisation should apply for a period until June 7, 2025. All provisions of these Articles of Association for Annual General Meetings, including Section 19 (4) of the Articles of Association, should apply to a virtual Annual General Meeting, unless the law mandatorily provides otherwise or the Articles of Association expressly provide otherwise.

The Annual General Meeting shall pass resolutions in the cases expressly stipulated by law and in the Articles of Association, namely on:

• Appointment of the members of the Supervisory Board, insofar as they are not to be delegated to the Supervisory Board or as employee representatives on the Supervisory Board in accordance with the Codetermination Act, the Codetermination Supplementary Act, the One-Third Participation Act or the Act on Employee Codetermination in Cross-Border Mergers
• Appropriation of profits
• Compensation system and compensation report for members of the Management Board and Supervisory Board of a listed company
• Discharge of the members of the Management Board and the Supervisory Board
• Appointment of the statutory auditor
• Amendments to the Articles of Association
• Measures to raise capital and reduce capital
• Appointment of auditors to audit transactions relating to the formation or management of the company
• Liquidation of the company.

The Annual General Meeting may decide on operational management issues only if the Management Board requests so. Only in exceptional cases and within narrow limits the Management Board may be obliged to submit management issues for resolution of the General Meeting, if a measure envisaged by the Management Board is within the core competences of the General Meeting to determine the constitution of the stock corporation, as it entails changes, which are at least close to those that can be brought about solely by amending the Articles of Association.

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4. Disclosures on corporate governance practices

At the heart of the management culture of the company and its subsidiaries are the values that are anchored in statutory regulations as well as internal guidelines and organizational directives. On the one hand, the concepts, which follow the interests of making profit, are of particular importance for the business. On the other hand, serious and comprehensive customer protection, in particular children and youth protection and prevention, are of paramount importance.

This is the basis for a common understanding within the company's management and employees to combine a sustainable growth with economic success and, at the same time, to prevent negative effects from the service offering through taking effective measures.

In order to achieve this goal, every employee should be aware of these challenges and be able and allowed to take responsibility for them. Personal responsibility and initiative require knowledge of the strategic orientation of the company. The company's management therefore regularly informs employees about the corporate goals, current business developments as well as the market and competitive environment. Clearly defined corporate structures, areas of responsibility and processes are also an essential basis for efficient corporate management and cooperation. In association with the defined processes that are subject to continuous optimization, this structure enables management processes to be aligned with corporate objectives and be regularly monitored in terms of target achievement.

In this respect motivation and appreciation of the company's employees are of particular importance. For outstanding commitment, high productivity and efficiency can only be achieved in a working environment that is perceived as positive and with a high level of identification with the company and its goals.

5. Sustainability

As part of ensuring sustainability in our business development, we regularly review the approach to dealing with environmental, social and governance ("ESG") issues and risks.

The key industry and company-specific sustainability risks relate to the regulatory environment and compliance, social responsibility with respect to clients and employees, data protection, anti-money laundering and combating the financing of terrorism. As BaH is a pure online service provider, risks arising from environmental factors are inherent to the company to a lesser extent.

Risks that could arise from sustainability topics cannot be often measured in specific financial terms, however they have an impact on the company's business activities, both in the short and medium term. The risks associated with sustainability factors are identified, monitors and mitigated within the company's risk management policies and internal control practices.

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Data protection

BaH is committed to protecting personal data of all persons concerned. Special concern is that all customers can use the BaH offering with a clear conscience. In addition to laws at European level, such as Regulation (EU) 2016/679 (DSGVO) in particular, national laws and requirements on data protection are also observed.

The starting point for all data protection precautionary measures at BaH are data processing principles defined in the DSGVO. Different information channels are used in order to be able to react quickly to any changes in the legislation, new interpretations in legislation and literature. Regular reviews are carried out to ensure that data processing procedures are up to date.

In order to keep up with the latest developments in data protection, external and internal audits are carried out on an annual basis. In addition, all employees must complete data protection training at least once a year, with special consideration given to the intensity of touch points in connection with the employee's respective position.

High technical and organisational standards are in place to ensure that data protection measures are carried out not only within the company, but that the partners of BaH also implement data protection compliant precautions. Customers of BaH, as well as its employees, investors and business partners, can be confident that BaH takes all necessary measures to ensure protection of their privacy. For this purpose, a data protection officer was appointed, and a separate organisational unit was set up. The data protection officer informs the top management in regular reports about data protection activities and measures taken.

Social responsibility

The company sees social responsibility as an integral part of its business strategy aimed at ensuring a stable and future-oriented environment for customers and employees. Values such as fairness, reliability, and responsibility are of the utmost priority.

Personnel

Equal treatment of employees irrespective of origin, gender, religion or ideology, disability, age or sexual orientation is part of our corporate culture and is expressed, among other things, in the fact that employees from many different nations work together successfully and cooperatively in the BaH Group.

The company is committed to acting in line with labour laws of the regions, where its sites are located, and to promoting long-term development of its employees. BaH offers a high standard of working conditions, on-boarding training on various topics, including regulatory environment, compliance and data protection, and provides various sports and entertainment activities as well as undertakes preventive measures in health protection.

BaH in its turn expects its employees to act in a legally and ethically impeccable manner in their day-to-day professional life. Employees are familiarised with the relevant codes of conduct as well as legal and official rules in training sessions with the involvement of responsible compliance officers. Employees are provided with the opportunity and are encouraged - if desired, also protected - to report on any legal violations within the companies of the BaH Group.

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