Shareholders' meeting according to article 121 section 4a AktG
bet-at-home.com AG: Invitation to the Virtual Annual General Meeting
Düsseldorf (pta042/29.04.2025/15:41 UTC+2)
TRANSLATION FOR CONVENIENCE ONLY.
THE GERMAN VERSION SHALL PREVAIL.
bet-at-home.com AG
Düsseldorf
WKN A0DNAY
ISIN DE000A0DNAY5
Invitation to the Virtual Annual General Meeting
We hereby invite the shareholders of bet-at-home.com AG, Düsseldorf, to the
Annual General Meeting
to be held on Friday, 6 June 2025, at 10:00 a.m.
The Annual General Meeting will be held in the form of a virtual Annual General Meeting pursuant to Section 118a (1) sentence 1 of the German Stock Corporation Act (AktG) without the physical presence of shareholders or their proxies (with the exception of the proxy representatives appointed by the Company) at the venue of the Annual General Meeting. The Annual General Meeting will be broadcast by audio-visual means at a password-protected InvestorPortal for duly registered and authorized shareholders on the day of the Annual General Meeting. The access to the InvestorPortal can be found at:
https://www.bet-at-home.ag/en/shareholders-meeting/
Shareholders and their proxies may exercise their rights as described in detail in Section II of this invitation to the Annual General Meeting. We kindly ask to pay particular attention to the information on the registration for the Annual General Meeting, provision of the proof of share ownership, execution of voting rights and other shareholder rights contained in Section II of this invitation to the Annual General Meeting.
I. Agenda
1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2024, the combined management report for the fiscal year 2024 together with the explanatory report of the Management Board on the statements pursuant to Sections 289a, 315a of the German Commercial Code (HGB), and the report of the Supervisory Board for the fiscal year 2024
The Supervisory Board has approved the annual financial statements and the consolidated financial statements for the fiscal year 2024 prepared by the Management Board. The annual financial statements have been thus adopted. The other aforementioned documents shall be made available to the Annual General Meeting in accordance with Section 176 (1) sentence 1 AktG, without any resolution being required in this respect.
The Annual General Meeting therefore does not need to pass a resolution on Agenda item 1.
2. Resolution on the approval of the actions of the Management Board in the fiscal year 2024
The Management Board and the Supervisory Board propose that the actions of the members of the Management Board in the fiscal year 2024 be approved.
3. Resolution on the approval of the actions of the Supervisory Board in the fiscal year 2024
The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in the fiscal year 2024 be approved.
4. Resolution on the appointment of the auditor for the annual financial statements and of the auditor for the consolidated financial statements for the fiscal year 2025
The Supervisory Board proposes that MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, be appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for the fiscal year 2025.
Note:
In accordance with Article 16 of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 ('EU Audit Regulation'), the audit committee shall submit a recommendation for the appointment of statutory auditors or audit firms to the Supervisory Board. The Supervisory Board of the Company consists of three members. If the Supervisory Board consists of three members, an audit committee shall also be formed (cf. Section 107 (4) AktG). Acting as the audit committee, the Supervisory Board recommended that MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft, Hamburg, be proposed to the Annual General Meeting as auditor of the annual financial statements and auditor of the consolidated financial statements for the fiscal year 2025. Pursuant to Article 16 of the EU Audit Regulation, the audit committee shall state that its recommendation is free from influence by a third party and that no contractual clause of the kind referred to in Article 16 (6) the EU Audit Regulation has been imposed on it. These requirements apply to the Supervisory Board and its election proposal.
5. Elections to the Supervisory Board
In accordance with §§ 95, 96 (1), 101 (1) of AktG in connection 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 discharge 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.
Ms. Véronique Giraudon was elected to the Supervisory Board for the first time at the Annual General Meeting on 7 July 2020 until the end of the Annual General Meeting which resolves on his discharge for the fiscal year 2024 (thus until the end of the Annual General Meeting on 6 June 2025).
The Supervisory Board proposes that Ms. Véronique Giraudon, Corporate Director & Group CFO of Betclic Everest Group S.A.S., Paris, France, resident in Paris, France, be elected as a member of the Supervisory Board with effect from the end of the Annual General Meeting on 6 June 2025, for the period until the end of the Annual General Meeting resolving on her discharge for the fiscal year 2029.
Supplementary notes:
Ms. Véronique Giraudon is not a member of any other statutory supervisory boards or comparable domestic or foreign supervisory bodies of commercial enterprises. According to Recommendation C. 13 of the German Corporate Governance Code (as amended on 28 April 2022), 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. Ms Giraudon acts as Corporate Director & Group CFO at Betclic Everest Group S.A.S., Paris, France. Betclic Everest Group S.A.S. holds the majority of shares in bet-at-home.com AG. However, in the opinion of the Supervisory Board, this did not lead to a conflict of interest that would prevent the acceptance of the mandate. This is because there are no ongoing operational relationships between Betclic Everest Group S.A.S. and the Company. If and insofar as individual business relationships arise, any existing conflicts of interest are considered by means of tried and tested procedures, e.g. abstention from voting. Furthermore, relationships between controlling companies and the company are subject to the reporting and auditing obligations pursuant to Sections 312 et seq. AktG.
Due to the activities of Ms Giraudon for the majority shareholder, she is not considered independent of a controlling shareholder within the meaning of recommendation C. 9 of the German Corporate Governance Code, but she is considered independent of the Company and its Management Board within the meaning of recommendation C. 7 of the German Corporate Governance Code.
The Supervisory Board has ensured that the candidate proposed for election is likely to be able to devote time required to fulfil the duties of the office. The election proposal also takes into consideration the objectives resolved by the Supervisory Board for its composition.
6. Resolution on the approval of the compensation report pursuant to Section 162 AktG
Pursuant to Section 162 AktG, the Management Board and Supervisory Board of a listed company are required to prepare on an annual basis a report on the compensation granted and owed by the company and by companies of the same group (Section 290 HGB) to each current or former member of the Management Board and the Supervisory Board in the past financial year («Compensation report»). The compensation report for the financial year 2024 has been audited by the auditor in accordance with Section 162 (3) AktG to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG were made. The audit opinion on the compensation report is enclosed with the compensation report.
The compensation report for the financial year2024, together with the auditor's opinion, is available from the convocation of the Annual General Meeting and also during the Annual General Meeting at:
https://www.bet-at-home.ag/en/shareholders-meeting/
The Management Board and the Supervisory Board propose that the compensation report for the financial year 2024, which has been prepared in accordance with Section 162 AktG and audited, be approvedpursuant to Section 120a (4) AktG.
7. Resolution on the confirmation of the compensation of the Supervisory Board
Pursuant to Section 113 (3) Sentences 1 and 2 AktG, the annual shareholders' meeting of listed companies shall pass a resolution on the compensation of the members of the Supervisory Board, at minimum, every four years, whereby a resolution confirming the compensation is permissible.
The compensation of the members of the Supervisory Board is based on § 14 of bet-at-home.com AG's Articles of Association. This has the following wording:
"§ 14 Compensation of expenses and remuneration
(1) The members of the Supervisory Board receive:
• compensation for crucial expenses,
• remuneration to be determined by the general meeting of shareholders.
(2) Any VAT due on remuneration and compensation shall also be paid by the Company."
On May 17, 2017, the annual shareholders' meeting adopted the following resolution on the compensation of the members of the Supervisory Board under agenda item 7:
"The members of the Supervisory Board shall receive fixed remuneration in the amount of EUR 20,000.00 for each full financial year, payable one month after the end of the financial year, starting on January 01, 2017. The chairman of the Supervisory Board shall receive a fixed remuneration of EUR 40,000.00. Supervisory Board members who have not belonged to the Supervisory Board for a full financial year shall receive the remuneration pro rata temporis in accordance with the duration of their membership of the Supervisory Board."
The Annual General Meeting on 18 May 2021 confirmed the existing regulation in § 14 of the Articles of Association and the compensation for the members of the Supervisory Board as determined by the resolution of the Annual General Meeting on 17 May 2017, including the compensation system for the members of the Supervisory Board ('Compensation System 2021') submitted to the Annual General Meeting on 18 May 2021.
The compensation system 2021 for the members of the Supervisory Board is available from the convocation of the Annual General Meeting and also during the Annual General Meeting at:
https://www.bet-at-home.ag/en/shareholders-meeting/
In the opinion of the Management Board and Supervisory Board, the compensation for the members of the Supervisory Board resolved in 2017 and the compensation system 2021 are still appropriate and should therefore remain unchanged.
The Management Board and the Supervisory Board therefore propose that the existing provision in § 14 of the Articles of Association and the compensation for the members of the Supervisory Board, including the compensation system 2021, as determined by resolution of the Annual General Meeting on 17 May 2017, be confirmed.
8. Resolution on an amendment to § 21 of the Articles of Association to enable virtual annual general meetings to be held in future as well
The Management Board and the Supervisory Board proposed to the Annual General Meeting on 26 May 2023 on the basis of the German Act on the introduction of virtual general meetings at stock corporations and amendment of cooperative, insolvency and restructuring regulations) dated July 20, 2022 (BGBl. I 2022, p. 1166 et seqq.) that an amendment to § 21 be added to the Articles of Association, which, as an authorization in the Articles of Association, enables the Management Board to hold annual general meetings without the physical presence of shareholders or their proxies at the place of a general meeting (virtual general meeting).
The authorization was limited to two years after its entry in the commercial register. It was entered in the commercial register on 7 June 2023.
The Management Board and the Supervisory Board hold the view that the virtual format of annual general meeting has proven itself and can represent a valid alternative to the physical format. The lack of direct physical exchange with shareholders at the virtual general meeting compared to a general meeting with the physical presence is offset by the fact that participation in the virtual general meeting is considerably facilitated for shareholders by means of video communication. This is particularly advantageous for shareholders for whom attending a general meeting with the physical presence on site is hardly an option due to an otherwise costly journey involved.
The Management Board and the Supervisory Board are of the opinion that the possibility to hold virtual annual general meetings in future should be kept open. As the current authorization is due to expire, a proposal will be made to the Annual General Meeting on 6 June 2025 to grant a new authorization to hold virtual general meetings. The maximum term of authorization, which will be adopted in the Articles of Association, of five years should not be used again, but the authorization should be limited to two years.
When deciding on the format of a general meeting, the Management Board shall carefully consider which format is in the best interests of the Company and its shareholders. In particular, the economic position of the Company and specific items on the agenda can and should be considered when deciding on the format of a general meeting. For example, special structural measures as well as other content with special information obligations towards the shareholders could clearly speak in favor of holding a general meeting with the physical presence, while there appears to be less reason to hold a general meeting with the physical presence, due regularly recurring and necessary agenda items of a general meeting. In addition, effort, costs and sustainability considerations should continue to be taken into account alongside health care issues.
The safeguarding of shareholders' rights will play a central role in the virtual format. The option of partially shifting the right to ask questions before the meeting shall therefore not be utilized in future either.
When granting the new authorization, it should be stipulated that the Management Board may only decide to hold a general meeting in the virtual format with the consent of the Supervisory Board.
The Management Board and the Supervisory Board propose to approve the following resolution:
§ 21 of the Articles of Association is cancelled and the following new §21 will be inserted into the Articles of Association of the Company:
"§ 21 Virtual general meeting
The management board is authorized, subject to the approval of the supervisory board, to provide for the annual general meeting to be held without the physical presence of shareholders or their proxies at the venue of the annual general meeting (virtual annual general meeting). This authorization is valid for a period of two years following the registration of this provision in the company's commercial register. All provisions of these articles of association for shareholders' meetings, including Section 19 (4), shall apply to the virtual shareholders' meeting, unless otherwise stipulated by law or expressly provided for otherwise in these articles of association."
9. Resolution on the amendment of § 17 of the Articles of Association to facilitate the transmission of notifications, proof of authorization and granting or transmission of powers of attorney
Shareholders who wish to participate in the Annual General Meeting and exercise their voting rights shall register for the Annual General Meeting in accordance with § 17 of the Articles of Association and provide proof of their authorization to participate in the Annual General Meeting. The registration and proof of authorization shall be received by the company at the address stated in the invitation at least six days before the Annual General Meeting. The day of the Annual General Meeting and the day of receipt are not counted. Proof of authorization to attend the Annual General Meeting and to exercise voting rights shall be provided by a shareholder by means of proof of share ownership issued by a custodian bank; in any case, proof issued by the last intermediary in accordance with Section 67c (3) AktG is sufficient. The proof, in the same manner as the registration, shall be in text form in German or English and shall refer to the close of business on the 22nd day before the Annual General Meeting. Voting rights may be exercised by authorized representatives in accordance with § 17 of the Articles of Association. The authorization shall be in text form, unless the law stipulates a simplified form.
The German Stock Corporation Act (AktG) and the Implementing Regulation (EU) 2018/1212 also stipulate regulations for the format of information transmissions in electronic and machine-readable formats in relation to general meetings. In order to be able to forward corresponding information transmissions to the company or the registration office of the Annual General Meeting, an amendment is to be made to the Articles of Association that expressly permits the use of corresponding procedures for registration and proof of share ownership or the granting of authorization or proof thereof.
The Management Board and the Supervisory Board propose that § 17 of the Articles of Association be revised as follows:
"§ 17 Right to participate
(1) Only shareholders who register prior to the meeting and provide proof of their entitlement are authorized to attend the shareholders' meeting and exercise their voting rights. Proof of entitlement must be provided in the form of a certificate of share ownership from the custodian bank, which must refer to the close of business on the 22nd day prior to the shareholders' meeting; a certificate pursuant to Section 67c (3) AktG is sufficient.
(2) The registration and proof of entitlement must be submitted in German or English and must be received by the company under the address specified for this purpose in the convocation at least six days before the shareholders' meeting. A shorter period, calculated in days, may be stipulated in the convocation. The day of receipt and the day of the shareholders' meeting are not counted. The management board can specify details regarding the form and transmission of the registration and proof of authorization in the convocation, in particular whether these must be made in text form, by electronic transmission or in electronic and computer-readable formats (e.g. in the format of a transmission procedure used by intermediaries in accordance with Implementing Regulation (EU) 2018/1212).
(3) Voting rights may be exercised by authorized persons. The granting of a proxy, its cancellation and proof of power of attorney vis-à-vis the company must be in text form, unless the convocation specifies any relief. Details on the granting of the power of attorney, its cancellation and proof of authorization vis-à-vis the company will be published with the convocation. Section 135 AktG remains unaffected."
10. Resolution on the authorization to acquire and use treasury shares pursuant to Section 71 (1) No. 8 of the German Stock Corporation Act (AktG) and to exclude the right to tender and the subscription right as well as to cancel treasury shares
The Annual General Meeting of 26 May 2023 authorized the Management Board, with the consent of the Supervisory Board, to acquire treasury shares of up to 10% of the share capital until 25 May 2025. The company has not yet made use of this authorization. Due to the expiry of the authorization at the time of the Annual General Meeting on 6 June 2025, a new authorization to acquire and use treasury shares shall be granted, which in turn provides for options to exclude subscription rights:
The Management Board submitted a written report on the reasons for the proposed authorization to exclude subscription rights in accordance with Sections 71 para. 1 no. 8, 186 para. 4 sentence 2 AktG, which is available on the Internet at:
https://www.bet-at-home.ag/en/shareholders-meeting/
The Management Board and the Supervisory Board propose to approve the following resolution:
a) Authorization to acquire treasury shares pursuant to Section 71 (1) No. 8 AktG and to exclude the right to tender shares
The management board shall be authorized, subject to the approval of the supervisory board, to acquire treasury shares until 5 June 2027 for an amount of up to 10% of the share capital of the company existing when this authorization is granted, or (if this value is lower) 10% of the share capital existing at the time of use of this authorization. Shares acquired using this authorization, together with other shares of the company, which the company has already acquired and still holds or which are attributable to the company pursuant to Sections 71a et seq. AktG, should at no time exceed 10% of the share capital. The authorization should not be used for the purpose of trading in treasury shares.
b) Ways of share acquisition
The shares may be acquired (i) via the stock exchange, or (ii) by means of a public purchase offer or a public invitation to submit offers for sale.
- If treasury shares are acquired via the stock exchange, the acquisition price per share (excluding incidental acquisition costs) should not be more than 10% above or below the volume-weighted average of the closing prices of the share in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange ("Relevant price") during the last three trading days prior to the acquisition.
- If treasury shares are acquired by means of a public purchase offer or a public invitation to submit offers for sale, the purchase price or the limits of the purchase price range per share (excluding incidental acquisition costs) should not exceed or fall below by more than 10% than the Relevant Price during the last three trading days prior to the day of publication of the purchase offer or the public invitation to submit an offer for sale. If, after the publication of the purchase offer or the publication of the invitation to submit an offer to sell, the stock exchange price deviates significantly from the purchase price or the limits of the fixed purchase price range, the offer or the invitation to submit offers to sell is to be adjusted. In this case, the Relevant Price during the last three trading days prior to the publication of the adjustment should be used.
If the number of shares tendered or offered for purchase (in the case of equivalent offers) exceeds the existing repurchase volume, the purchase or acceptance should be made with partial exclusion of a tender right of the shareholders in proportion to the respective shares offered. Preferential acceptance of small numbers of up to 100 shares offered for purchase per shareholder may be provided for, to this extent partially excluding the tender rights of other shareholders. In addition, rounding according to commercial principles may be provided for in order to avoid fractions of shares.
c) Use of treasury shares / exclusion of subscription rights
The management board is authorized, subject to the approval of the supervisory board, to use the treasury shares acquired pursuant to this authorization, as follows:
(1) The acquired treasury shares may be sold on the stock exchange or by means of a public offer to all shareholders in compliance with the principle of equal treatment (Section 53a AktG). If a public offer is made to all shareholders, the purchase may be made as an indirect subscription offer in accordance with Section 186 (5) AktG.
(2) The acquired treasury shares may be transferred to third parties for a contribution in kind, excluding the shareholders' subscription rights, in particular in connection with mergers and acquisitions of companies, parts of companies and/or participation in companies.
(3) The acquired treasury shares may also be sold in a manner other than via the stock exchange or by means of a public offer to all shareholders, if they are sold for cash at a price, which is not more than 5% lower than the Relevant Price during the last three trading days before the obligation to sell. The subscription right of the shareholders to acquired treasury shares is excluded in this respect.
(4) The acquired treasury shares can be cancelled without a further resolution of the shareholders' meeting being required for the cancellation or its implementation. The cancellation of no-par value shares shall be made with or without a capital reduction. If no-par value shares are cancelled without a capital reduction, the proportion of the remaining shares in the share capital is increased in accordance with Section 8 (3) AktG. In this case, the management board is also authorized to adjust the number of shares in the company in the articles of association (Section 237 para. 3 no. 3 AktG). In addition, the supervisory board is authorized to amend the wording of the articles of association in accordance with the extent of the implementation of a capital reduction for the cancellation of acquired shares.
(5) The total number of treasury shares transferred pursuant to this authorization, with exclusion of subscription rights in accordance with Section 186 (3) sentence 4 AktG, may not exceed 10% of the share capital, neither in relation to the share capital at the time this authorization becomes effective nor in relation to the time of its exercise. These 10% limit includes shares that (i) were previously or simultaneously issued or sold during the term of this authorization on the basis of another authorization excluding subscription rights in accordance with or pursuant to Section 186 para. 3 sentence 4 AktG; also included in this limit are (ii) shares issued or to be issued to satisfy convertible bonds with conversion or option rights or an option or conversion obligation, provided that these bonds were or are issued pursuant to or in accordance with Section 186 para. 3 sentence 4 AktG during the term of this authorization by the Company or a direct or indirect majority-owned subsidiary of the Company based on a corresponding authorization prior to or at the same time as this authorization. The maximum limit reduced in accordance with the preceding sentences after such offsetting shall be increased again upon the effective date of a new authorization to exclude subscription rights resolved by the shareholders' meeting in accordance with or pursuant to Section 186 para. 3 sentence 4 AktG, to the extent that the subscription rights pursuant to or in accordance with Section 186 para. 3 sentence 4 AktG, but at most up to an amount that does not exceed 10% of the share capital existing at the time this authorization takes effect and at the time this authorization is exercised.
d) Further details
The management board should determine further details of the respective use of the authorization with the consent of the supervisory board. The authorization can be exercised by the company in whole or in partial amounts, once or several times, for one or several purposes. It may also be used by dependent companies or companies, in which the company holds a majority interest or by third parties for its or their account.
II. Further information and notes
1. Total number of shares and voting rights
At the time of the convocation of the Annual General Meeting, the Company's share capital amounts to EUR 7,018,000 and is divided into 7,018,000 no-par value shares, each granting one vote. The Company does not hold any treasury shares at the time the Annual General Meeting is convened.
2. Conduct of the virtual Annual General Meeting
In accordance with Section 118a AktG in conjunction with the Articles of Association, the Management Board has decided, with the approval of the Supervisory Board, to hold the Annual General Meeting as a virtual general meeting without the physical presence of shareholders or their proxies (with the exception of the proxy representatives appointed by the Company).
The venue of the Annual General Meeting is JW Marriott Hotel Frankfurt, Thurn-und-Taxis-Platz 2, 60313 Frankfurt am Main.
The Annual General Meeting will be broadcast live in video and audio on 6 June 2025, starting at 10:00 a.m. on the Internet at
https://www.bet-at-home.ag/en/shareholders-meeting/
via the password-protected InvestorPortal.
After a proper registration and submission of proof of share ownership (see Section II. 3. below), shareholders will receive a registration confirmation, with their personal data of access to the InvestorPortal printed in it, by post. With these access data, the shareholders can log into the InvestorPortal and exercise their shareholders' rights in connection with the virtual general meeting in accordance with the below explanations. The InvestorPortal is expected to be activated as of 16 May 2025.
3. Requirements for participation in the virtual Annual General Meeting and exercise of voting rights/ access data to the InvestorPortal
Only those shareholders who register in due time and provide proof of share ownership are entitled to attend the Annual General Meeting and exercise their voting rights – in person or by proxy. Pursuant to § 17 para. 2 of the Articles of Association, registration should be made in text form (§ 126b BGB) in German or English. The entitlement to participate in the Annual General Meeting and to exercise the voting right should be evidenced by a certificate of share ownership issued in text form by a depositary bank in German or English; in any case, a certificate issued by the final intermediary pursuant to Section 67c (3) AktG is sufficient for this purpose.
The proof of share ownership shall refer to close of business on the 22nd day prior to the Annual General Meeting, i.e. Thursday, 15 May 2025, 24:00 hours ("record date"). The registration and proof of share ownership shall be received by the Company no later than Friday, 30 May 2025, 24:00 hours, at the following address:
bet-at-home.com AG
c/o Computershare Operations Center
80249 München
Deutschland
E-Mail: anmeldestelle@computershare.de
After the registration for the general meeting and submission of proof of share ownership, access data for the InvestorPortal in the form of a registration confirmation will be sent to shareholders by post.
In relation to the Company, only those persons who have provided proof of share ownership shall be deemed to be shareholders for the purpose of attending the meeting and exercising voting rights. The entitlement to participate and the scope of voting rights are based exclusively on the share ownership as of the record date. The record date has no relevance for dividend entitlement. The record date is not accompanied with any block on the ability to sell shares held. Even in the event of a full or partial sale of share held after the record date, only the share ownership of a shareholder as of the record date is decisive for the participation in the Annual General Meeting and the scope of voting rights, i.e. changes in share ownership after the record date have no effect on the entitlement to participate in the general meeting and on the scope of voting rights. Persons who do not yet hold shares on the record date and only become shareholders thereafter are therefore not entitled to participate in the general meeting and vote as shareholders, but they are entitled to, if applicable, be authorized by a seller who still held the shares as of the record date to appoint a proxy or to exercise their rights; this applies accordingly to additional acquisitions after the record date.
Custodian banks usually take care of a necessary registration and transmission of proof of share ownership for their customers if they instruct them accordingly. Shareholders are therefore requested to contact their respective custodian bank as early as possible.
4. Voting procedure
Voting rights are exercised by shareholders and their proxies by means of electronic postal voting or through the proxies appointed by the company for this purpose. In order to exercise voting rights, also through proxies, a proper registration and the proof of share ownership are required in any case (see above section Section II. 3.).
a. Voting by electronic postal vote
Shareholders or their proxies can exercise their voting rights by electronic postal vote. Voting takes place electronically and exclusively via the InvestorPortal at:
https://www.bet-at-home.ag/en/shareholders-meeting/
Voting via the InvestorPortal is possible from the moment of its activation and until the moment when relevant voting options are closed by the meeting chairman at the virtual general meeting on 6 June 2025. Up to this point of time, votes can be changed or revoked via the InvestorPortal.
Please note that other means of communication for the (electronic) postal voting are not available, in particular, it is not possible to send postal votes by post or e-mail.
In the case of exercise of voting rights by electronic postal vote, a timely registration of a relevant share ownership and proof of share ownership are required in accordance with the above provisions (see above Section II. 3.).
b. Authorization of and instructions to the proxies appointed by the Company
We offer to our shareholders an opportunity to authorize proxies appointed by the Company (proxies) to exercise their voting rights. The authorized proxies shall be given instructions on how to exercise voting rights. Proxies are not allowed to exercise voting rights without corresponding instructions.
Granting of the proxy, its revocation and a proof of authorization to the Company shall be made in text form.
The authorization of proxies and issuance of instructions is to be made via the InvestorPortal at
https://www.bet-at-home.ag/en/shareholders-meeting/
before the point in time, when the possibility to grant proxies and issue instructions is closed with an announcement made by the meeting chairman at the virtual Annual General Meeting on 6 June 2025.
Proxies and instructions to the proxies appointed by the Company can be given by letter or by e-mail. Forms for authorization and issuance of instruction to the proxies will be sent to shareholders by post together with the login data for the InvestorPortal (see Section II. 3.). For the authorization of proxies, please use forms of the authorization and issuance of instructions to proxies available on the Company's website at:
https://www.bet-at-home.ag/en/shareholders-meeting/
Proxies and instructions to proxies sent by post or e-mail shall be received at the following address no later than 6:00 p.m. on Thursday, 5 June 2025:
bet-at-home.com AG
c/o Computershare Operations Center
80249 München
Deutschland
E-Mail: anmeldestelle@computershare.de
For the revocation of a proxy given to the authorized proxies as well as for changes in instructions, the above information with regards to transmission and deadlines applies accordingly.
In the case of exercise of voting rights by a proxy, a timely registration of relevant share ownership and proof of share ownership in accordance with the above provisions are required (see above Section II. 3.).
c. Authorization of persons other than the proxies appointed by the Company
Shareholders can exercise their voting rights through an authorized third party, for example by an intermediary, a shareholders' association, a voting advisor or another person of their choice. If a shareholder authorizes more than one person, the Company may to reject one or more of them.
Authorized third parties may not physically participate in the virtual general meeting and require the access data to the InvestorPortal to exercise rights conferred on them. They may exercise voting rights for shareholders, which they represent, within the scope of their respective power of attorney only by way of (electronic) postal voting or by granting (sub)power of attorney and issuing instructions to the authorized proxies.
The granting of a proxy, revocation and a proof of authorization to the Company shall be made in text form (Section 126b BGB), if neither a credit institution nor a shareholders' association, nor any other intermediary indicated in Section 135 AktG, nor any other person or institution equivalent thereto pursuant to Section 135 (8) AktG is authorized to exercise voting rights. In the case of authorization of credit institutions, shareholders' associations, other intermediaries indicated in Section 135 AktG or other persons or institutions equivalent to these pursuant to Section 135 (8) AktG, special requirements are to be observed. These requirements are to be enquired about with a respective person to be authorized.
The granting of a proxy, amendment or revocation is to be made via the InvestorPortal at:
https://www.bet-at-home.ag/en/shareholders-meeting/
from the moment of its activation until the end of the virtual general meeting on 6 June 2025.
For the declaration of a proxy to the Company, its revocation and transmission of proof of a declared proxy or its revocation to the Company, the following address is to be used:
bet-at-home.com AG
c/o Computershare Operations Center
80249 Munich
Germany
E-mail: anmeldestelle@computershare.de
Shareholders are asked to grant proxies to third parties preferably via the InvestorPortal. For organizational reasons, transmissions made by post shall be received at the above address no later than 6 p.m. (up to and including) on 5 June 2025. Transmission to the Company by e-mail is possible on the day of the Annual General Meeting until its end. A proxy form for authorization of third parties is available on the Company's website at
https://www.bet-at-home.ag/en/shareholders-meeting/
for downloading.
Even in the case of exercise of voting rights by a proxy, a timely registration of relevant share ownership and proof of share ownership according to the above provisions are required (see above Section II. 3.).
d. Additional regulations
If the Company receives different, formally correct declarations regarding the exercise of voting rights for one and the same shareholding via the InvestorPortal, by e-mail and/or by post, the means of transmission are considered in the following priority: (i) electronically via the InvestorPortal, (ii) by e-mail and (iii) by post with a letter. In the case of divergent, formally correct declarations received via the same medium, the last declaration received will be considered.
Should an individual vote be held on an agenda item instead of a collective vote, the electronic postal vote cast or instruction submitted on this agenda item shall apply accordingly to each item of the individual vote.
5. Video and audio transmission of the Annual General Meeting
The entire Annual General Meeting will be broadcast live in video and audio at the InvestorPortal available at:
https://www.bet-at-home.ag/en/shareholders-meeting/
On the day of the Annual General Meeting, registered shareholders or proxies of a registered shareholder can log in to the AGM portal with their login data and follow the video and audio transmission of the Annual General Meeting.
The login data required for access to the AGM portal will be sent by post after shareholders register in due time and provide proof of share ownership in accordance with Section II. 3. above.
6. Right of shareholders to submit statements pursuant to Section 130a (1) to (4) AktG
Shareholders who have duly registered for the Annual General Meeting and provided proof of share ownership (see Section II. 3. above) or their proxies have the right to submit statements on the agenda items no later than five days before the meeting. The submission is therefore to be made in text form in German language by e-mail until 31 May 2025, 24:00 to the following email address:
hv.stellungnahmen@bet-at-home.com
The Company will disclose submitted statements no later than four days prior to the general meeting, i.e. by 1 June 2025, 24:00, stating the name of a shareholder, who has submitted statements, at the InvestorPortal via the Company's website at:
https://www.bet-at-home.ag/en/shareholders-meeting/
Statements will be made available to those shareholders who have duly registered for the general meeting.
Statements should not exceed 10,000 characters (including spaces). Statements will not be disclosed if they contain more than 10,000 characters (including spaces). A statement does not need to be made available if the Management Board would commit a punishable action by publishing it, if a statement contains obviously false or misleading information in material respects, or if it contains insults, or if a shareholder indicates that she or he will not attend the Annual General Meeting and will not be represented (Section 130a (3) sentence 4 in conjunction with Section 126 (2) sentence 1 no. 1, no. 3 or no. 6 AktG).
Motions, nominations, questions or requests for information, as well as objections against resolutions of the Annual General Meeting in statements submitted in text form will not be considered at the Annual General Meeting. The submission of motions, nominations, exercise of the right to information and declaration of objections against resolutions of the Annual General Meeting are only possible via the channels described in this invitation.
7. Right of shareholders to speak pursuant to Section 118a (1) sentence 2 no. 7 and Section 130a (5) and (6) AktG
Shareholders or their proxies who are electronically connected to the Annual General Meeting via the InvestorPortal have the right to speak at the meeting, which is exercised by means of video communication. At the beginning of the Annual General Meeting, shareholders or their proxies will be able to make a request to speak through the InvestorPortal at:
https://www.bet-at-home.ag/en/shareholders-meeting/
The Chairman of the Annual General Meeting will explain in more detail a procedure for requesting to speak and granting of the right to speak at the Annual General Meeting.
The right to speak also includes, in particular, the right pursuant to Section 118a (1) sentence 2 no. 3 AktG to submit motions and nominations, as well as the right to information at the Annual General Meeting (as described in Section II. 8 below).
The company reserves the right to check the functionality of the video communication between a shareholder or a proxy and the Company during the meeting and prior to the speaking contribution, and to reject the latter if the functionality is not ensured.
8. Right of shareholders to pose questions and to information pursuant to Section 118a (1) sentence 2 no. 4 and Section 131 AktG
Pursuant to Section 131 (1) AktG, each shareholder shall be provided with information by the Management Board on the Company's situation upon request at the general meeting, provided that the information is necessary for proper assessment of an agenda item and that there is no right to refuse to provide information. It is not possible to submit questions in advance of the Annual General Meeting.
The obligation of the Management Board to provide information extends to legal and business relations of the Company with its affiliated companies. Furthermore, the obligation to provide information also concerns the situation of the Group and the companies included in the consolidated financial statements. The shareholders have the right to pose follow-up questions on all answers given by the Management Board at the meeting pursuant to Section 131 (1d) AktG.
It is intended that the Chairman of the Annual General Meeting will determine that the aforementioned right to information pursuant to Section 131 (1) AktG, as well as the right to pose follow-up questions pursuant to Section 131 (1d) AktG can be exercised in the general meeting exclusively by way of video communication, i.e. within the course of exercising the right to speak (see Section II. 7), via the InvestorPortal.
Shareholders who are electronically connected to the Annual General Meeting can submit requests pursuant to Section 131 (4) and (5) AktG by way of electronic communication via the InvestorPortal.
9. Statements of objections
Shareholders who are electronically connected to the Annual General Meeting have the right to declare their objections to resolutions of the Annual General Meeting by means of electronic communication pursuant to Section 118a (1) sentence 2 no. 8 AktG and Section 245 AktG for the record of the notary public. Objections are to be submitted electronically via the InvestorPortal at:
https://www.bet-at-home.ag/en/shareholders-meeting/
and are possible from the beginning of the Annual General Meeting on 6 June 2025 until its closure by the Chairman of the Annual General Meeting.
10. Right of shareholders to motions to supplement the agenda at the request of minority pursuant to Section 122 (2) AktG
Shareholders whose shares, taken together, amount to a twentieth of the share capital or a pro-rata amount of EUR 500,000 may, pursuant to Section 122 (2) AktG, demand in writing (Section 126 BGB) that items be added to the agenda of the Annual General Meeting and that they are published. Persons submitting motions shall prove that they have been shareholders for at least 90 days prior to the day that the request was received, and that they will continue to hold the shares until the decision of the Management Board on such motion. Pursuant to Section 70 AktG, there are certain crediting options to which explicit reference is made. A corresponding confirmation from a custodian bank is sufficient for the proof.
Any demand should be made in writing and addressed to the Management Board. Any new item for the agenda should be accompanied by a statement of reasons or a draft resolution. Such demand should be received by the Company at least 30 days prior to the Annual General Meeting; the day of receipt and the day of the Annual General Meeting are not counted. The last possible date of receipt for demand to supplement the agenda is therefore 6 May 2025, 24:00.
Motions to supplement the agenda should be sent to the following postal address:
bet-at-home.com AG
- Management Board -
Tersteegenstraße 30
D-40474 Düsseldorf
Supplements to the agenda requiring publication – insofar as they are not already published when the meeting is convened – will be published without delay in the German Federal Gazette (Bundesanzeiger) and sent for publication to those media that can be expected to disseminate information throughout the European Union. They shall also be published on the Company's website at:
https://www.bet-at-home.ag/en/shareholders-meeting/
11. Countermotions and nominations for election by shareholders pursuant to Sections 126, 127 AktG
Countermotions and nominations for election that are to be made accessible via the Company's website prior to the Annual General Meeting pursuant to Sections 126, 127 AktG shall be received at the following postal address by 22 May 2025, 24:00:
bet-at-home.com AG
Tersteegenstrasse 30
D-40474 Düsseldorf
E-mail: ir@bet-at-home.com
Only countermotions received in due time at the above address, accompanied by reasons, as well as nominations for election, including the name of a shareholder, will be published on the Company's website at:
https://www.bet-at-home.ag/en/shareholders-meeting/
insofar as the legal requirements for this are otherwise fulfilled pursuant to Sections 126 and 127 AktG. Any statements by the management will also be made available at the aforementioned internet address.
Pursuant to Section 126 (4) AktG, motions within the meaning of Section 126 AktG and nominations for election within the meaning of Section 127 AktG, which are to be made accessible, shall be deemed to have been made at the moment of making them accessible. Voting rights can be exercised on such motions and nominations for election as soon as shareholders can prove that they meet legal or statutory requirements for exercising their voting rights (see Section III. 3. above). If a shareholder submitting a motion or a nomination for election is not duly legitimized and registered for the general meeting, the motion should not be considered at the meeting.
Pursuant to Section 118a (1) sentence 2 no. 3 AktG in conjunction with Section 130a (5) sentence 3 AktG, shareholders who are electronically connected to the Annual General Meeting can submit motions and nominations for election during the general meeting within the course of exercising the right to speak by means of video communication via the InvestorPortal.
12. Time data
All information regarding time data in this convocation is given in Central European Summer Time (CEST). Central European Summer Time (CEST) corresponds to Coordinated Universal Time (UTC) plus two hours.
13. Publications on the Company's website
The adopted annual financial statements of bet-at-home.com AG, the approved consolidated financial statements, the combined management report, each for the 2024 financial year, the explanatory report of the Management Board on the disclosures pursuant to Sections 289a and 315a HGB and the report of the Supervisory Board for the 2024 financial year will be made available at:
https://www.bet-at-home.ag/en/shareholders-meeting/
in accordance with Section 124a AktG. Further information in accordance with Section 124a AktG will be available at the aforementioned website starting from the date when the Annual General Meeting is convened.
The aforementioned website also contains the information pursuant to Section 125 AktG in conjunction with the Implementing Regulation (EU) 2018/1212 as well as further explanations of shareholders' rights (pursuant to Section 122 (2), Section 126 (1) and (4), Section 127, Section 130a, Section 131 (1) AktG, Section 118a (1) sentence 2 no. 8 in conjunction with Section 245 AktG).
14. Resolutions
No resolution shall be passed on agenda item 1. Resolutions on agenda items 6 and 7 shall be of a recommendatory nature. Voting on the remaining agenda items shall be binding.
For each vote, the options to vote in favor, against or abstain are available.
15. Information for shareholders and shareholder representatives on data protection
bet-at-home.com AG processes personal data as the controller within the meaning of Article 4 No. 7 of the General Data Protection Regulation (GDPR) in order to enable shareholders and shareholder representatives to participate in the virtual Annual General Meeting and to exercise their rights in the context of the Annual General Meeting, as well as to fulfil other requirements under the stock corporation law to which the controller is subject (e.g. publication and disclosure obligations). Further information on data processing in connection with the Annual General Meeting, including the information pursuant to Articles 12, 13 and 14 GDPR, can be found at
https://www.bet-at-home.ag/en/shareholders-meeting/
Düsseldorf, April 2025
bet-at-home.com AG
Management Board
bet-at-home.com AG
Tersteegenstrasse 30
40474 Dusseldorf
Germany
Phone: +49-211-179 34 770
Fax: +49-211-179 34 757
E-mail: ir@bet-at-home.com
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Emitter: |
bet-at-home.com AG Tersteegenstrasse 30 40474 Düsseldorf Germany |
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Contact Person: | Marco Falchetto | |
Phone: | +49 211 545 598 77 | |
E-Mail: | ir@bet-at-home.com | |
Website: | www.bet-at-home.com | |
ISIN(s): | DE000A0DNAY5 (Share) | |
Stock Exchange(s): | Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate |