On March 16, 2021, the supervisory board adopted a resolution on the compensation system for management board members. The supervisory board proposes that the compensation system for the members of the management board resolved by the supervisory board, which is presented below, be approved. Compensation system for members of the management board: 1. Principles of the compensation system for members of the management board of bet-at-home.com AG The compensation system for the management board aims to remunerate management board members appropriately in line with their duties and responsibilities and to directly consider the performance of each management board member as well as the success of the Company. The structure of the compensation system for the management board of bet-at-home.com AG is aimed at achieving a sustainable increase in enterprise value and success-oriented corporate management. In principle, the supervisory board is guided by the following guidelines when determining compensation levels and the compensation system: The compensation system as a whole makes a significant contribution to promoting the business strategy. To this end, the variable compensation components in particular are also to be linked to the achievement of strategic targets. The focus here is on profitable growth, measured against the target figures of (i) the Group's gross betting and gaming revenue and (ii) consolidated profit adjusted for income taxes, net financial income, depreciation and amortization (EBITDA). In order to ensure that the interests of shareholders are also considered, the variable compensation 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 compensation system and the performance criteria of its variable components thus incentivize long-term and sustainable development of the bet-at-home.com AG Group. 2. Procedures for determining, reviewing and implementing the compensation system The compensation of the management board is determined by the supervisory board as a whole. The establishment of a separate Personnel Committee has been dispensed with, as the supervisory board of the Company consists of three members and there is therefore no need for such a committee. If necessary, independent external advisors are consulted. In accordance with the Rules of Procedure for the supervisory board, the members of the supervisory board are obliged to report any conflicts of interest without delay. The supervisory board designs the system for the compensation of management board members considering applicable laws and regulations, in particular the requirements of the AktG as amended, any regulatory requirements and the recommendations of the German Corporate Governance Code. In doing so, it shall ensure clarity and comprehensibility. The management board compensation system thus adopted by the supervisory board will be submitted to the annual shareholders' meeting for a resolution on its approval. The supervisory board determines the specific target total compensation on the basis of the compensation system. The supervisory board regularly reviews the compensation system for the management board and the appropriateness of the compensation. In accordance with the requirements of Section 120a (1) AktG, the supervisory board will submit the compensation system for the members of the management board to the annual shareholders' meeting for approval in the event of significant changes, but at least every four years. The present system of compensation for members of the management board shall apply to future management board service contracts. 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 When designing the compensation system, an attempt was made to use a suitable peer group to assess the market standard of the overall compensation. 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 compensation studies were considered, but these only provide a comparative starting point in terms of company size and other non-specific aspects. 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. 3. Compensation components in detail 3.1. Fixed compensation components The fixed compensation components granted to the members of the management board under the compensation system comprise basic compensation and fringe benefits. The members of the management board do not receive a pension commitment. 3.1.1. Base references The members of the management board shall receive a fixed basic compensation. 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 compensation is promised and granted by bet-at-home.com AG and/or its subsidiaries, if applicable, in the context of employment relationships. 3.1.2. Fringe benefits Fringe benefits are granted on the basis of service contracts with the individual members of the management board and may include, for example: private use of company cars, special payments such as payment of tuition, housing, rent and relocation expenses, reimbursement of fees for the preparation of income tax documents, reimbursement of fees, subsidies for pension insurance (with the exception of the pension commitments presented here), subsidies for accident , life and health insurance or other insurance. Fringe benefits may be provided on a one-time or recurring basis. 3.1.3. Pension commitments The members of the management board do not receive any pension commitments. 3.2. Variable Compensation 1 ("VC1") 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. 3.2.1. Target amounts With regard to Variable Compensation 1, target amounts are agreed with the management board members in their service contracts, which are granted to them if they achieve 100% of their targets ("VC1 target amount"). The variable compensation is calculated on the basis of the VC1 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 VC1 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 the target is achieved by up to 50%, Variable Compensation 1 is reduced on a straight-line basis; if the target is achieved by less than 50%, Variable Compensation 1 is not paid at all. 3.2.2. Performance targets The assessment factors to be defined for VC1 comprise financial and non-financial performance criteria. Non-financial performance criteria account for up to 10% of the VC1 target amount. Financial performance targets As financial performance criteria, reference is to be made in particular to the gross betting and gaming revenue generated as the most significant performance indicator, and to EBITDA. At the beginning of a 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 financial 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 financial 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 financial year. If targets are achieved by 100% or more in the following financial 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-term incentive is reduced on a straight-line basis; if targets are achieved by less than 50%, the mid-term incentive is not paid out at all. If the management board contract is not continued beyond the end of the financial year, the mid-term incentive is payable immediately after approval of the annual financial statements. Non-financial performance targets
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March 29, 2021 04:01 ET (08:01 GMT)