Invitation to the Annual General Meeting of Shareholders of

Sportradar Group AG

Tuesday, May 16, 2023, 10:00 AM, Central European Summer Time

at the Company's offices at Feldlistrasse 2, 9000 St. Gallen, Switzerland

(physical meeting)

  1. AGENDA ITEMS

Reporting on the year ended December 31, 2022

Management Report, Consolidated Financial Statements and Statutory Financial Statements

Proposal of the Board of Directors:

The Board of Directors proposes that the Management Report, Consolidated Financial Statements and Statutory Financial Statements for the year ended December 31, 2022 be approved.

Background Information:

As required under Swiss law and according to art. 6 ch. 3 and 4 of the Company's articles of association, the general meeting of shareholders approves the management report and the financial statements. The Management Report, Consolidated Financial Statements and Statutory Financial Statements for the year ended December 31, 2022 are available to the shareholders online at https://investors.sportradar.com/financials-filings/annual-reports.

Consultative vote on the Compensation Report

Proposal of the Board of Directors:

The Board of Directors proposes that the Compensation Report for the year ended Decem- ber 31, 2022 be endorsed (non-binding consultative vote).

Background Information:

As required under Swiss law, the Compensation Report contains the principles governing the compensation of the Board of Directors and the Executive Management and the amounts paid or awarded to members of such bodies for the year ended December 31, 2022. The amounts paid or awarded to the Board of Directors for the year ended December 31, 2022 were within the total maximum amounts approved by the Annual General Meeting 2022. The Compensation Report for the year ending December 31, 2023 will contain infor-

mation on the compliance with the total maximum compensation approved by Annual General Meeting 2022 for the compensation of the Executive Management. The Compensation Report for the year ended December 31, 2022 is available to the shareholders online at https://investors.sportradar.com/financials-filings/annual-reports.

Appropriation of Available Earnings

Proposal of the Board of Directors:

The Board of Directors proposes the following appropriation of available earnings:

Earnings carried forward

CHF (2,603,786,167.30)

Annual result

CHF (61,704,092.05)

Available earnings

CHF (2,665,490,259.35)

Allocated to legal reserves

CHF 0

Distributed to shareholders

CHF 0

Carried forward

CHF (2,665,490,259.35)

Background Information:

Under Swiss law, the appropriation of available earnings must be submitted for shareholder approval.

Discharge of the Board of Directors and of the Executive Management

Proposal of the Board of Directors:

The Board of Directors proposes that all members of the Board of Directors and of the Executive Management be granted discharge from personal liability for their actions in the year ended December 31, 2022.

Background Information:

By granting discharge, the consenting shareholders and the Company waive their right to assert a claim against the relevant member of the Board of Directors. This waiver extends only to facts disclosed at the time of the vote.

Board Elections

Election of Members of the Board of Directors

Proposal of the Board of Directors:

The Board of Directors proposes that each of the following persons be re-elected or elected as directors for a term of office until the conclusion of the Annual General Meeting in 2024:

2

  • Deirdre Mary Bigley (current)
  • John Andrew Doran (current)
  • George Fleet (current)
  • Carsten Koerl (current)
  • Hafiz Lalani (current)
  • Rajani Ramanathan (new)
  • Marc Walder (current)
  • William Jeffery Yabuki (current)

Background Information:

With the exception of Charles John Robel, all other current members of the Board of Directors will stand for re-election. Mr. Robel has decided that he will retire from the Board of Directors and not stand for re-election. In addition, the Board of Directors proposes the election of Ms. Rajani Ramanathan as a new member of the Board of Directors. The elections will be conducted on an individual basis.

Biographies of the current candidates up for re-election can be found online at https://inves-tors.sportradar.com/corporate-governance/board-of-directors.

Ms. Ramanathan, who stands for election as a new member of the Company's Board of Directors, currently serves as an advisor and director to several public and private technology companies in the AI, VR, Blockchain, and connected (IoT) technology space. From June 2014 to present, Ms. Ramanathan has served as a member of the board of directors of ESI Group, a French publicly traded company providing virtual prototyping software solutions and services. From July 2015 to July 2022, she chaired ESI's Technology and Marketing Committee and since September 2022 she has chaired ESI's Compensation Committee and the Nomination and Governance Committee. Since June 2021, she has served on the board of Guidewire Software, a NYSE listed company offering an industry platform for property and casualty insurance carriers. She has served on their Compensation Committee and Risk Committee since June 2021 and as Chairperson of the Risk committee since October 2022. Since July 2022, Ms. Ramanathan has served on the board of Faro Technologies, a Nasdaq listed global leader in 4D digital reality solutions. She is a member of its Talent Development and Compensation Committee. Since October 2021, she has also served on the board of Hayden AI, a private company providing smart city solutions that developed the world's first autonomous traffic management platform. From June 2000 to March 2014, Ms. Ramanathan served in a variety of leadership roles at Salesforce, a cloud software company, most recently as its Chief Operating Officer and Executive Vice President - Technology and Products. From December 2021 to present, Ms. Ramanathan has served as Advisory Council Member, Cybersecurity Executive Education Program, Cal- ifornia State University, Chico. In 2014, she was awarded the YWCA TWIN (Tribute to Women and Industry) Award, which has long been considered one of Silicon Valley's most prestigious awards honoring women who exemplify leadership excellence in executive-level positions.

3

The Company believes that Ms. Ramanathan is qualified to serve as a director based on her extensive background in the technology industry and business management and her independent service on the boards of several public companies in the technology sector.

Election of the Chair of the Board of Directors

Proposal of the Board of Directors:

The Board of Directors proposes that William Jeffery Yabuki be re-elected as Chairman of the Board of Directors for a term of office until the conclusion of the Annual General Meeting in 2024.

Background Information:

As required under Swiss law and according to art. 6 ch. 2 of the Company's articles of association, the general meeting of shareholders must elect the chair of the Board of Direc- tors. William Jeffery Yabuki's biography can be found online at https://investors.sportra-dar.com/corporate-governance/board-of-directors.

Election of the members of the Compensation Committee

Proposal of the Board of Directors:

Subject to each of their re-election as members of the Board of Directors, the Board of Directors proposes that Deirdre Mary Bigley, John Andrew Doran, Hafiz Lalani, and Marc Walder be re-elected as members of the Compensation Committee for a term of office until the conclusion of the Annual General Meeting in 2024.

Background Information:

As required under Swiss law and according to art. 6 ch. 2 and art. 21 of the Company's articles of association, the general meeting of shareholders must elect the members of the Compensation Committee. The elections will be conducted on an individual basis. Biographies of each candidate for re-election can be found online at https://investors.sportra-dar.com/corporate-governance/board-of-directors.

Approval of the Maximum Compensation of the Board of Directors and Executive Management

Approval of the Total Maximum Amount of Board Compensation

Proposal of the Board of Directors:

The Board of Directors proposes the approval of the aggregate maximum amount of compensation of USD 3,000,000.00 (including employer social security and pension contribu- tions) to be paid or awarded to the members of the Board of Directors for the term of office until the Annual General Meeting in 2024.

4

Background Information:

As required under Swiss law and according to art. 7 of the Company's articles of associa- tion, the general meeting of shareholders must approve the aggregate maximum amount of the compensation of the Board of Directors for the term of office until the next ordinary general meeting of shareholders. Details on the compensation can be found online at https://investors.sportradar.com/financials-filings/annual-reports.The compensation actually paid for and/or the awards actually made in the year ending December 31, 2023, will be disclosed in the compensation report for the year ending De- cember 31, 2023.

Approval of the total maximum amount of Executive Management Compensation

Proposal of the Board of Directors:

The Board of Directors proposes the approval of the aggregate maximum amount of compensation for Executive Management of USD 40,000,000.00 (including employer social security and pension contributions) for the next financial year of the Company (i.e., January 1, 2024 to December 31, 2024).

Background Information:

As required under Swiss law and according to art. 7 of the Company's articles of associa- tion, the general meeting of shareholders must approve the aggregate maximum amount of the compensation of the Executive Management for the next financial year of the Company (i.e., January 1, 2024 to December 31, 2024). Details on the compensation can be found online at https://investors.sportradar.com/financials-filings/annual-reports.The compensation actually paid for and the awards actually made in the year ending December 31, 2024 will be disclosed in the compensation report for the year ending December 31, 2024.

Election of Independent Proxy

Proposal of the Board of Directors:

The Board of Directors proposes that the law firm Fürer Partner Advocaten, Frauenfeld, Switzerland be re-elected as independent proxy for a term of office until the conclusion of the Annual General Meeting in 2024.

Background Information:

As required under Swiss law and according to art. 15 of the Company's articles of associa- tion, the general meeting of shareholders must elect the independent proxy.

5

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Sportradar Group AG published this content on 22 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2023 14:12:04 UTC.