Bet at home com : Invitation to the Annual Shareholders’ Meeting 2024

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

Virtual Annual General Meeting

to be held on Tuesday, 16 July 2024, 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 authorised 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/

We kindly ask our shareholders and their proxies to pay particular attention to the information contained in Section III. of this Invitation to the Annual General Meeting, when exercising their voting rights.

Classification: Public

I. Agenda

1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as of December 31, 2023, the combined management report for the fiscal year 2023 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 2023

The Supervisory Board has approved the annual financial statements and the consolidated financial statements 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 adopt a resolution on Agenda item 1.

2. Resolution on the approval of the actions of the Management Board in the fiscal year 2023

The Management Board and the Supervisory Board propose that the actions of the members of the Management Board in the fiscal year 2023 be approved.

3. Resolution on the approval of the actions of the Supervisory Board in the fiscal year 2023

The Management Board and the Supervisory Board propose that the actions of the members of the Supervisory Board in the fiscal year 2023 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 2024

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 2024.

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

Classification: Public

Board. Unless it concerns the renewal of an audit engagement, the recommendation of the audit committee shall be prepared following a selection procedure as further specified in the EU Audit Regulation. Unless it concerns the renewal of an audit engagement, the recommendation shall be justified and contain at least two choices for the audit engagement and the audit committee shall express a duly justified preference for one of them. According to Article 16 (5) of the EU Audit Regulation, the proposal to the general meeting of shareholders of the audited entity for the appointment of statutory auditors or audit firms shall include the recommendation and preference made by the audit committee or the body performing equivalent functions. With this said, the following is communicated:

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). As an audit engagement is not to be renewed in this case, a selection procedure was carried out in accordance with the EU Audit Regulation. Acting as the audit committee, the Supervisory Board recommended that either MÖHRLE HAPP LUTHER Valuation GmbH

Wirtschaftsprüfungsgesellschaft, Hamburg, or Ypsilon Audit GmbH Wirtschaftsprüfungsgesellschaft, Cologne, 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 2024 and communicated a reasoned preference for MÖHRLE HAPP LUTHER Valuation GmbH Wirtschaftsprüfungsgesellschaft, Hamburg.

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. 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 (a compensation report). The compensation report for the financial year 2023 prepared by the Management Board and the Supervisory Board has been audited by the auditor in accordance with Section 162 (3) AktG. The audit opinion on the compensation report is enclosed with the compensation report. Pursuant to Section 120a (4) AktG, the Annual General Meeting of a listed company shall adopt a resolution on the approval of this audited compensation report.

Classification: Public

The Management Board and the Supervisory Board propose that the compensation report for the financial year 2023, which has been prepared and audited in accordance with Section 162 AktG, and which is presented together with the audit opinion under Section II., be approved.

6. Resolution on an amendment to the Articles of Association in § 17 para. 2 (Record Date)

Shareholders willing to participate in the Annual General Meeting and to exercise their voting rights shall register for the Annual General Meeting in accordance with § 17 (1) of the Articles of Association and provide proof of authorisation. Proof of authorisation to participate in the Annual General Meeting and to exercise voting rights is to be rendered after a shareholder provides proof of share ownership issued by a custodian bank; for this purpose, proof of share ownership issued by the final intermediary is in any case sufficient in accordance with Section 67c (3) AktG. Pursuant to § 17 (2) of the Articles of Association, proof of share ownership shall refer to the beginning of the twenty-first day prior to the Annual General Meeting. The current provision in the Articles of Association corresponds to the wording of Section 123 Para. 4 Sentence 2 AktG in the version valid until 14 December 2023. The provision of the law was amended on 15 December 2023 by the Future Financing Act (ZukunftsfinanzierungsG) to the extent that proof of share ownership shall now refer to the "close of business on the twenty-second day prior to the annual general meeting". The new regulation does not involve any material change with regard to the relevant point in time.

• 17 (2) of the Articles of Association should be adjusted in line with the amended wording in the law and will correspond to this in future.

The Management Board and the Supervisory Board propose that the following resolution be adopted:

§ 17 para. 2 of the Articles of Association is revised as follows:

"(2) Proof of entitlement to attend the Annual General Meeting and to exercise voting rights is to be provided by the shareholder by means of proof of shareholding created by the custodian bank; proof of this is sufficient in any case from the final intermediary in accordance with Section 67c (3) AktG. This proof of entitlement, as well as registration, should be made in text form in German or English and should refer to the close of business of the twenty-second day prior to the general shareholders' meeting."

Classification: Public

7. Resolution on cancellation of the existing Authorised Capital, creation of a new Authorised Capital, authorisation to exclude shareholders' subscription rights and corresponding amendment to § 4 para. 3 of the Articles of Association

The existing Authorised Capital is defined in § 4 (3) of the Articles of Association. It authorises the Management Board, with the approval of the Supervisory Board, to increase until the expiry on 17 May 2026 the share capital of the Company by up to EUR 1,403,600, through the issuance, on a one-off basis or in portions on a number of occasions, of up to 1,403,600 new no-par value bearer shares against contributions in cash and/or in kind and hereby to also exclude the statutory subscription rights of shareholders in certain cases, including among others the case of contributions in cash up to an amount not exceeding ten per cent of the share capital, if the new shares are issued at an issue price that is not significantly lower than the stock market price of the company shares already listed on the stock exchange at the time the issue price is finally fixed.

Section 186 (3) sentence 4 AktG regulating the so-called "simplified exclusion of shareholders' subscription rights" has been amended by the Future Financing Act (ZukunftsfinanzierungsG) (please see agenda item 6): accordingly, the exclusion of subscription rights is permitted, if an increase in the share capital against contributions in cash does not exceed twenty per cent of the share capital and the issue price of the new shares is not significantly lower than the stock market price (previously a limit of ten per cent of the share capital applied). The lawmaker has justified this change by stating that this would give stock corporations greater flexibility in their financing. The existing protection of shareholders remains intact. According to the explanatory memorandum, they continue to be protected against dilution of their share ownerships through the requirement of qualified majority, linking of the issue price to the stock market price and the possibility to buy additional shares on the stock market.

The Management Board and the Supervisory Board are of the opinion that the company should make use of this new statutory regulation by creating a corresponding authorised capital with an extended authorisation to simplify the exclusion of subscription rights in order to increase its flexibility when raising capital. A corresponding authorisation for the authorised capital can be granted for a maximum period of five years. The nominal amount of the authorised capital may not exceed half of the share capital existing at the time of the authorisation.

The Management Board and the Supervisory Board propose that the current authorised capital be cancelled and the new authorised capital in the amount of EUR 3,509,000 be created, and

• 4 para. 3 of the Articles of Association for the purpose of authorising the Management Board in accordance with Sections 202 et seq. AktG (authorised capital) be revised as follows:

Classification: Public

"(3) The management board is authorized, with the approval of the supervisory board, to increase until the expiry on 15 July 2029 the share capital of the Company by up to EUR 3,509,000 by issuing up to 3,509,000 no-par value bearer shares on one or more occasions in return for contributions in cash and/or in kind (Authorized Capital 2024). The management board is authorized, with the approval of the supervisory board, to determine the further details of the rights attaching to the shares and the conditions of the share issue. The new shares are to be offered to the shareholders for subscription (including the granting of an indirect subscription right in accordance with Section 186 (5) AktG, meaning that the new shares may also be acquired by credit institutions, securities institutions or companies operating pursuant to Section 53 (1) sentence 1 or Section 53b (1) sentence 1 or (7) of the German Banking Act with the obligation to offer them to shareholders for subscription). However, the management board is authorized, with the approval of the supervisory board, to exclude shareholders' subscription rights in the following cases:

• for fractional amounts;
• in the case of capital increases against contributions in kind, in particular for the granting of shares to acquire companies or interests in companies;
• in the case of contributions in cash, up to an amount not exceeding 20 % of the share capital existing at the time this authorization takes effect and at the time this authorization is exercised, if the new shares are issued at an issue price that is not significantly lower than the stock market price of the shares of the Company already listed on the stock exchange at the time the issue price is finally fixed. Shares, which are counted for the aforementioned 20 % threshold, are those which: (i) were sold or issued during the term of this authorization on the basis of other authorizations in direct or analogue application of Section 186 (3) sentence 4 AktG with the exclusion of subscription rights; (ii) furthermore, those shares, which were issued or to be issued to service bonds or profit participation rights with conversion or option rights or an option or conversion obligation, provided that these bonds or profit participation rights are issued during the term of this authorization by the Company or a company in which the Company directly or indirectly holds a majority interest on the basis of another authorization with the exclusion of subscription rights in corresponding application of Section 186 (3) sentence 4 AktG. The maximum limit reduced in accordance with the preceding sentences of this bullet point shall be increased again after offsetting when a new other authorization to exclude subscription rights resolved by the annual shareholders' meeting takes effect in accordance with

Classification: Public

Section 186 (3) sentence 4 AktG, to the extent that subscription rights can be excluded in accordance with Section 186 (3) sentence 4 AktG under such a new alternative authorization, but up to a maximum amount not exceeding 20 % of the share capital existing at the time this authorization takes effect and at the time this authorization is exercised.

The supervisory board is authorized to amend the wording of § 4 of the Articles of Association after the full or partial implementation of the capital increase in accordance with the respective utilization of the Authorized Capital and, if the Authorized Capital has not been utilized or has not been fully utilized by 15 July 2029, after the expiry of the authorization period."

1. Reproduction of the Compensation Report pursuant to Section 162 AktG for the Financial Year 2023

Compensation report for the financial year 2023 together with the independent audit opinion on the audit of the compensation report pursuant to Section 162 (3) AktG

1. Introduction

The current compensation system for the Supervisory Board of bet-at-home.com AG was approved by shareholders at the Annual General Meeting on 18 May 2021. The current compensation system for the Management Board of bet-at-home.com AG was approved by shareholders at the Annual General meeting on 26 May 2023, which replaced the compensation system for the Management Board of bet-at-home.com AG approved by shareholders on 17 May 2022.

The current compensation systems, as well as this report on the compensation of the Management Board and the Supervisory Board members of bet-at-home.com AG, have been prepared in accordance with the Act Implementing the Second Shareholder Rights Directive (ARUG II) as well as the German Stock Corporation Act (AktG) and the Corporate Governance Code as amended on 16 December 2019 and on 28 April 2022. The aim of this report is to provide a comprehensive overview of the remuneration granted to the members of the Management Board and the Supervisory Board in the financial year 2023. In this context, the compensation structures are aligned with sustainable and long-term development of the Company and are intended to contribute to the realisation of its business strategy and long- term development goals.

Classification: Public

2. Compensation system for members of the Management Board

2.1. Principles of the compensation system for members of the Management Board

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 complies with 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, in particular 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), whereby, in agreement with the Supervisory Board, EBITDA before special items* was used in the financial year 2023. In order to ensure that the interests of shareholders are also considered, the variable compensation components are supplemented by a multi-year component, which is determined on the basis of performance of the share price. 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").

• (For the definition of the non-IFRS performance indicator "EBITDA before special items", please refer to the section "Other financial information - EBITDA before special items as an alternative performance indicator" in the press release dated 6 March 2024 and to the published Annual Report 2023.)

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.

2.2. Procedures for determining, reviewing and implementing the compensation system

The compensation of the Management Board is determined by the Supervisory Board as a

Classification: Public

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. Existing service agreements with members of the Management Board may be amended in accordance with this compensation system. 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.

2.2.1. Horizontal comparison

When designing the compensation system, a suitable peer group was sought to assess the market standard of the overall compensation. In the opinion of the Supervisory Board, 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, which only provide a comparative starting point in terms of company size and other unspecified aspects.

2.2.2. 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

Classification: Public

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.

2.3. Compensation components in detail

2.3.1. 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.

Fixed Compensation

The members of the Management Board shall receive a fixed basic compensation. Provision may be made for this to be payable monthly or in up to fourteen (14) monthly salaries.

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. The members of the Management Board are granted appropriate leave of absence.

Pension commitments

The members of the Management Board do not receive any pension commitments.

In the financial year 2023, the member of the Management Board was granted the following fixed compensation components:

Allocations granted (in		Marco Falchetto
		CEO
EUR)
2022	2023		2023 (Min)	2023 (Max)
Fixed remuneration	325,367.19	439,999.90		439,999.90	439,999.90
Consulting services	0.00	0.00		0.00	0.00
Total	325,367.19	439,999.90		439,999.90	439,999.90

Classification: Public