Articles of Association

I. General provisions

§ 1 Company, seat, financial year and duration of the business

(1) The corporation manages bet-at-home.com AG.
(2) The seat of the company is in Düsseldorf, Germany.
(3) The financial year is the calendar year. The first financial year is the short business year. It starts with the company registration in the Commercial Registry and ends according to the registry on the following 31.12.
(4) The duration of the business shall be for an undetermined period.

§ 2 Object of the company

(1) The object of the company is to acquire and sell shares, or invest in any corporate enterprise on its own account and the administration of independent means.
(2) Additionally, the object of the company is to provide management consultancy and carry out all other related services, as long as they do not require a special license or permit.
(3) The company may acquire other, similar or related, companies or take a stake in them. Likewise, the company may conduct all corresponding commercial transactions that are appropriate to enhance its purpose. In addition, it may execute the management of such companies.
(4) The object of the company is in particular to hold the shares of bet-at-home.com Entertainment AG, Wels (Austria).

§ 3 Notices

The notices of the company shall exclusively take place in the electronic German Federal Gazette.

II. Share capital and shares

§ 4 Amount and allocation of the share capital

(1) The share capital is 3,509,000 euro.
(2) The amount is divided in 3,509,000 individual share certificates.

§ 4a Authorised capital

The management board is authorized, with the consent of the supervisory board, to increase the share capital of the company, by issuing new shares in the name of the holder (individual share certificates, shares without a par value) against a one-off or recurring payment in cash or in kind, although by not more than a maximum of 1.754.500 euro. However, the management board may, with the consent of the supervisory board, suspend the statutory subscription right in the following situations:

• to make use of any potential fractional amounts;
• to increase the share capital of the company once or several times by issuing new individual share certificates against a cash deposit, provided that the new shares, upon registration do not account for more than 10 percent of the approved share capital and that the price of the new shares issue will be not considerably lower than the rate of the shares at the stock exchange at that time (§ 203 (1), read in conjunction with § 186 (3) fourth sentence German Stock Companies’ Act). The shares are chargeable at the highest limit of 10% of the share capital, which are issued or sold during the term of this authorisation under the exclusion of purchase rights in direct or appropriate application of § 186 (3) fourth sentence, German Stock Companies’ Act. Also the shares are chargeable, when they are issued to serve warrants and/or conversion rights from conversion or warrant bonds or profit participation rights, provided that such bonds or dividend rights were issued during the term of this authorisation under exclusion of purchase right in the appropriate application of § 186 (3) fourth sentence, German Stock Companies’ Act.
• in order to be in a position to offer new shares of the company to third parties against payment in kind in the framework of mergers and acquisitions of companies or parts thereof, as well as shareholding in companies.

The management board is allowed to prescribe, with authorisation of the supervisory board, the particulars of the increase of capital as well as the terms and conditions of share issue, in particular the rate of the shares issued. The new shares may also be entitled with the liability to be offered to the shareholders through the credit institutions defined by the management board (indirect purchase right).

§ 5 Shares

The shares are in the name of the holder.

§ 6 Form and contents of the share certificates

(1) The form and contents of the share certificates, the provisional certificates as well as the dividend certificates and the renewal talon shall be prescribed by the management board, with the consent of the supervisory board.
(2) It is permissible to issue one general certificate for a number of shares.
(3) Shareholders shall not be entitled to claim single certificates.

III. Management Board

§ 7 Composition and administration

(1) The management board shall be made up from one or more persons. The number of board members and deputy board members, if any, shall be appointed by the supervisory board.
(2) The management board shall administrate the company according to the requirements as prescribed by law, the articles of association and rules of internal procedure, which have to be approved by the supervisory board.

§ 8 Decision making

(1) The supervisory board can appoint a member of the management board as President.
(2) The management board shall take its decisions unanimously.

§ 9 Legal representation of the company

(1) In case the management board consists of more than one member, the company shall be represented legally and judicially by two members of the management board or by one member of the management board together with an authorized representative.
(2) If the management board consists of only one member, this member shall legally represent the company.
(3) The supervisory board may decide, whether a single member of the management board should be authorised to represent the company alone and/or exempt from it according to the limits imposed by the law (§ 112 AktG) by the restrictions of § 181.
(4) Furthermore, the company shall be represented by one member of the management board if this member has been authorised in this respect by the supervisory board.
(5) The deputy members of the management board are equal to the regular members of the management board with regards to exercise their right to appoint a representative.

IV. Supervisory Board

§ 10 Composition, term of office

(1) The supervisory board consists of three members.
(2) The election takes place according to the instruction of the general assembly, for a term of office that ends by the termination thereof by the general assembly, which decides about the relief before the fourth business year after the start of the term of office. The business year in which the term of office starts, shall not be included in this period.
(3) Re-election of members of the supervisory board is allowed.
(4) The members and deputy members of the supervisory board can withdraw from their position by means of a written declaration, addressed to the President of the supervisory board, taking into account a three month’s notice. For important reasons, a resignation with immediate effect shall be permissible.

§ 11 Duties, competences and decision making

(1) The supervisory board shall oversee the management of the company. The provisions of the Companies Act and the Articles of Association form the basis for its specific duties and competences.
(2) The supervisory board shall adopt standing orders.
(3) The supervisory board shall have competence when all three members participate in the decision making. Decision-making of the supervisory board in writing, by means of telegraphic, by telephone or fax is only allowed, when none of the board members objects to this procedure.
(4) The supervisory board can form one or more committees from its members. The supervisory board shall decide on the committees’ duties, competences and procedures. The committees can be transferred, within the limitations set by law, as well as the competences of the supervisory board. Intentional statements by the supervisory board and its committees shall on behalf of the supervisory board be delivered by the President or, in his absence, by his Deputy.

§ 12 President of the supervisory board and his deputy

(1) The supervisory board shall elect a President and a Vice President from its members. The term of office shall relate to the President’s and/ or Vice-President’s term of office in the supervisory board. The supervisory board shall immediately undertake to elect a new President or Vice-President in case the President or the Vice-President resigns from his post during his term of office.
(2) In case of the President’s absence, the deputies shall take his place in an order decided by the supervisory board.
(3) The President of the supervisory board is authorised to issue statements on behalf of the supervisory board.

§ 13 Convocation

Unless stated otherwise, the sittings of the supervisory board shall be summoned and chaired by the President.

§ 14 Reimbursement of expenses and allowance

(1) The members of the supervisory board shall receive:

• the reimbursement of their expenses;
• an allowance as determined by the general assembly.

(2) In case these payments are liable for turnover tax, additional reimbursement shall be given by the company.

V. General assembly

§ 15 Convocation

(1) The annual general assembly shall take place within the first eight months of each business year.
(2) The general assembly shall be summoned by the management board and, in certain cases as prescribed by law, by the supervisory board.
(3) Extraordinary general assemblies shall take place in cases as prescribed by law or the articles of association, or whenever required for the benefit of the company.

§ 16 Place and notification

(1) The general assembly shall take place in the locality where the company has its seat, in a locality where a German stock exchange has its seat or in a German city having more than 100,000 inhabitants.
(2) The convocation has to be published in the electronic German Federal Gazette, at least one month before the day, when the shareholders have to register to attend the Annual General Meeting, provided that the law stipulates no different term. The day of the publication and the day of the deadline for deposit, shall not be included in this period.

§ 17 The right to attend the general assembly

(1) The right to attend the general assembly, to exercise one’s right to vote and to make proposals in the general assembly is only reserved to those share holders that have registered on time for the general assembly attendance. The shareholders also have to prove their eligibility to participate in the general assembly and to exercise their right to vote. This requires a confirmation of their shareholding in text form in German or English drawn through the credit or financial institution at the beginning of the twenty-first day prior to the general assembly. The registration and proof of share holding should be presented to the company at the address indicated in the notice at least five days before the general assembly takes place. The day of the general assembly and the entry day are not to be included.
(2) The right to vote can be executed by proxy. The granting of the authorisation must be in writing, as long as the law provides no facilitation.

§ 18 The right to vote

(1) One vote in the general assembly is allocated to every individual share certificate.
(2) If the shares are not fully paid-up, the right to vote shall commence when the minimum amount as laid down by law or by the articles of association, has been paid.

§ 19 Chairman

(1) The President of the supervisory board, or, in his absence the vice-President of the supervisory board, shall chair the general assembly. If the vice-President is also absent, the members of the supervisory board that are present shall appoint another member of the supervisory board as chairperson of the general assembly. Where none of the members of the supervisory board is present, or when none of the members present is prepared to chair the assembly, the oldest share holder shall open the assembly and shall elect the chairman.
(2) The Chairman shall chair the assembly and determine the order of the agenda points, as well as the type and form of the voting.
(3) The Chairman of the assembly may allow the transmission of the assembly (either in part or in whole) in sound and video as well as, when this was announced in the invitation to the assembly, the participation in the assembly, the participation in the voting procedures or the execution of additional rights of the shareholders, directly or indirectly or by means of proxy even by electronic or other media.

§ 20 Decision-making

(1) Decisions of the general assembly shall be made by means of a simple majority of votes, unless the law requires a larger majority.
(2) In those cases where, according to the law, a majority of the share capital should be represented in the decision making a simple capital majority shall be sufficient, unless required otherwise by law.

§ 21 Elections

(1) Elections take place by voting in favour or against a candidate (single vote system). However, the chairman may decide that, when there are no objections from the attending shareholders or shareholder’s representatives, a vote shall be taken on several candidates for an equal number of positions, either by a combined vote or by individual votes (vote by list – Listenwahl). In both cases, the elected persons shall be those who have obtained a simple majority of the votes cast.
(2) The general assembly can decide before an election that this election shall not proceed as a single vote or as a vote by list, but that a number of candidates is available for the vacant position and that every person entitled to vote may vote for one of the candidates. The elected person is he who obtains the simple majority of the votes cast in the first round of votes.
(3) When no one obtains the simple majority of votes in the first round of votes, a second round of votes shall take place between the two candidates who obtained the most votes in the first round. When more than two candidates qualify for the second round of votes, fortune shall determine which two of these candidates shall qualify for this second round of votes.
(4) The person elected in the second round of votes shall be the candidate who obtains the most of the votes cast. Fortune shall determine which of the candidates shall be elected in case of equality of votes.

VI. End of year and profit distribution

§ 22 End of year and management report

Within 3 months after the start of a new trading year, the management board has to prepare the annual balance and the statement of profits and losses for the past trading year. The management board shall submit the annual accounts, together with its proposal for the distribution of the net profit, to the supervisory board.

VII. Costs

§ 23 Cost of foundation

The costs of the foundation of the company (legal charges, cost of publication, notary costs, as well as allowances for preparatory advisory activities, if any) up to a maximum of EUR 2,000,-- will be borne by the company.

VIII. Final provisions

§ 24 Amendments to the articles of association

Amendments to the articles of association that only affect the structure of the company, can be decided by the supervisory board.