Minutes of the Annual General Meeting of Shareholders of

Sportradar Group AG

held on

Friday, May 17, 2024, 10:00 AM, Central European Summer Time

at Dufourstrasse 23, 8008 Zurich, Switzerland

____________________________________________________

  1. CONSTITUTION OF THE MEETING, ORGANISATIONAL MATTERS, AND STATE- MENTS

Constitution of the Meeting

Mr. Jeffery W. Yabuki, chairman of the Board of Directors, opens the Annual General Meeting and takes the chair (the "Chair"). He appoints Lynn McCreary, Chief Legal Officer and Chief Administrative Officer, as secretary and minutes' keeper (the "Secretary ") and Jason Barr, Group Corporate Counsel, as scrutineer. The Chair further welcomes Carsten Koerl, member of the Board of Directors and Chief Executive Officer, to the meeting.

The statutory auditors KPMG AG, St. Gallen, are represented by Mohammad Nafeie, Tomas Dietl, and Oliver Eggenberger. Dr. Christa-Maria Harder Schuler represents the law firm Fürer Partner Advocaten KlG, the elected independent proxy.

The Chair designates and appoints the Secretary to speak to certain matters and administer today's Annual General Meeting.

Statements

The Secretary states on behalf of the Chair that the shareholders have been timely invited to today's Annual General Meeting with a notice dated March 22, 2024 as published in the Swiss Official Gazette of Commerce on March 22, 2024 and that the annual report for the year ended December 31, 2023, including the management report (Form 20-F), the consolidated and statutory financial statements, the compensation report, the sustainability report and the auditors' reports each for the year ended December 31, 2023 have been available on the website of Sportradar since March 22, 2024.

The Company's share capital registered with the commercial register prior the closure of the share register on March 22, 2024 amounted to CHF 29,816,126.91 divided into 207,794,1990 registered shares with a nominal value of CHF 0.10 each and 903,670,701 registered shares with a nominal value of CHF 0.01 each (voting shares).

The total issued share capital as per March 22, 2024 amounts to the registered share capital of CHF 29,816,126.91 divided into 207,794,199 registered Class A Ordinary Shares with a nominal value of CHF 0.10 each and 903,670,701 registered voting

shares with a nominal value of CHF 0.01 each. Share capital or shares created from conditional share capital following the record date on March 22, 2024 are not included in the above figures.

Out of the share capital issued as per March 22, 2024, the following shares are represented at today's Annual General Meeting:

  1. By shareholders:
    a total of 0 registered Class A Ordinary Shares with a nominal value of CHF 0.10 each and 0 registered Class B Voting Shares with a nominal value of CHF 0.01 each.
  2. By the independent proxy Fürer Partner Advocaten KlG:

a total of 156,256,365 registered Class A Ordinary Shares with a nominal value of CHF 0.10 each and 903,670,701 registered Class B Voting Shares with a nominal value of CHF 0.01 each.

In total 156,256,365 registered shares with a nominal value of CHF 0.10 each and 903,670,701 registered shares with a nominal value of CHF 0.01 each are represented or a total of 1,059,927,066 registered shares and share capital amounting to CHF 24,662,343.51. Accordingly, 82.71% of the Company's total share capital and 95.36% of the Company's total voting rights are represented at today's Annual General Meeting.

The relevant simple majority according to article 13 of the Company's Articles will be calculated based on the votes cast. Abstentions, empty votes and invalid votes will not be taken into account for the calculation of the required majority for agenda items requiring the simple majority. For the election of the statutory auditor under agenda item 7.1, the simple majority will be calculated based on the nominal value of the voted shares. For all other agenda items that are not subject to the qualified majority, the simple majority will be calculated based on the number of shares voted as per the "one share one vote"-principle.

Based on the foregoing statements of the Secretary, the Chair declares the Annual General Meeting as duly convened and quorate for the proposed agenda.

The Chair asks Dr. Christa-Maria Harder Schuler on behalf of the independent proxy Fürer Partner Advocaten KlG to explain what information the independent proxy has provided to the Company about the instructions it has received from shareholders.

Dr. Christa-Maria Harder Schuler explains that the Company has asked Fürer Partner Advocaten KlG for general information on the instructions received from shareholders prior to the Annual General Meeting and that Fürer Partner Advocaten KlG, in accordance with Swiss law (i.e. Art. 689c paragraph 5 of the Code of Obligations), did inform the Board of Directors no sooner than three working days prior to the Annual General Meeting how many votes in favor, how many votes against and how many abstentions Fürer Partner Advocaten KlG will represent at the Annual general Meeting for each agenda item.

2

The Secretary explains the rules of conduct for the meeting and the voting procedure and continues with the Annual General Meeting's agenda items.

  1. AGENDA ITEMS

Reporting on the year ended December 31, 2023

Management Report, Consolidated Financial Statements and Statutory Financial Statements

The Secretary asks the auditors' representative, whether he would like to make a statement to be recorded in the minutes, which they forgo.

The Board of Directors proposes that the Management Report, Consolidated Financial Statements and Statutory Financial Statements for the year ended December 31, 2023 be approved.

The voting results are as follows:

For-votes:1,059,911,273

Against-votes:11,064

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

Consultative vote on the Compensation Report

The Board of Directors proposes that the Compensation Report for the year ended De- cember 31, 2023 be endorsed (non-binding consultative vote).

The voting results are as follows:

For-votes:1,048,511,991

Against-votes:11,405,988

The Annual General Meeting has therewith endorsed, in a non-binding consultative vote, the proposal made by the Board of Directors.

Sustainability Report

The Board of Directors proposes that the Sustainability Report for the year ended De- cember 31, 2023 be approved.

The voting results are as follows:

For-votes:1,059,805,167

3

Against-votes:19,991

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

Appropriation of Available Earnings

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

Earnings carried forward

CHF (2,665,490,259.35)

Annual result

CHF (101,669,340.24)

Available earnings

CHF (2,767,159,599.59)

Allocation to legal reserves

CHF 0

Distribution to shareholders

CHF 0

To be carried forward

CHF (2,767,159,599.59)

The voting results are as follows:

For-votes:1,059,900,075

Against-votes:19,151

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

Discharge of the Board of Directors and of the Executive Management

The Board of Directors proposes that all members of the Board of Directors and of the Executive Management be granted discharge from personal liability for their actions in the year ended December 31, 2023.

Votes of members of the governing bodies are not taken into account for this agenda item.

The vote on the discharge from liability for all members of governing bodies will take place in a single ballot.

The voting results are as follows:

For-votes:116,713,046

Against-votes:5,389,704

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

4

Board Elections

Election of Members of the Board of Directors

The current members of the Board of Directors all stand for re-election.

The Board of Directors proposes that each of the following persons be re-elected as directors for a term of office until the conclusion of the Annual General Meeting in 2025:

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

All elections will be carried out individually.

The ballots produce the following results:

For Deirdre Mary Bigley

For-votes:1,044,639,529

Against-votes:15,283,443

For John Andrew Doran

For-votes:1,059,904,256

Against-votes:15,963

For George Fleet

For-votes:1,042,904,774

Against-votes:17,015,358

For Carsten Koerl

For-votes:1,058,165,172

Against-votes:1,755,128

5

For William Kurtz

For-votes:1,044,639,295

Against-votes:15,280,582

For Hafiz Lalani

For-votes:1,059,904,089

Against-votes:15,491

For Rajani Ramanathan

For-votes:1,044,637,960

Against-votes:15,281,620

For Marc Walder

For-votes:1,044,638,795

Against-votes:15,280,991

For William Jeffery Yabuki

For-votes:1,059,902,774

Against-votes:17,311

The Annual General Meeting has therewith approved the proposals made by the Board of Directors. The Chair congratulates all members for their re-election.

Election of the Chair of the Board of Directors

The Board of Directors proposes that William Jeffery Yabuki be re-elected as Chairman of the Board of Directors for a term of office until the conclusion of the Annual General Meeting in 2025.

The voting results are as follows:

For-votes:1,059,902,889

Against-votes:17,488

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

Election of the members of the Compensation Committee

The current members of the Compensation Committee all stand for re-election.

6

Following their re-election as members of the Board of Directors, the Board of Directors proposes that Deirdre Mary Bigley, John Andrew Doran, Hafiz Lalani, and Marc Walder be re-elected as members of the Compensation Committee for a term of office until the conclusion of the Annual General Meeting in 2025.

All elections will be carried out individually.

The ballots produce the following results:

For Deirdre Mary Bigley

For-votes:1,044,635,779

Against-votes:15,285,876

For John Andrew Doran

For-votes:1,054,534,265

Against-votes:5,384,774

For Hafiz Lalani

For-votes:1,054,533,767

Against-votes:5,384,352

For Marc Walder

For-votes:1,039,267,260

Against-votes:20,650,516

The Annual General Meeting has therewith approved the proposals made by the Board of Directors. The Chair congratulates all members for their re-election.

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

According to art. 7 of the Company's articles of association, the general meeting of shareholders must approve the aggregate maximum amount of the compensation of the Board of Directors for the term of office until the next ordinary general meeting of shareholders as well as the aggregate maximum amount of the compensation of the Executive Management for the next financial year. The following maximum compensation amounts, which are proposed to be approved by the Annual General Meeting, are deemed to include all social security and pension contributions, where applicable.

7

Approval of the Total Maximum Amount of Board Compensation

The Board of Directors proposes the approval of the aggregate maximum amount of compensation of USD 3,000,000.00 (including employer social security and pension contributions) to be paid or awarded to the members of the Board of Directors for the term of office until the Annual General Meeting in 2025.

The voting results are as follows:

For-votes:1,059,885,957

Against-votes:30,814

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

Approval of the Total Maximum Amount of Executive Management Compensation

The Board of Directors proposes the approval of the aggregate maximum amount of compensation for Executive Management of USD 40,000,000.00 (including employer social security and pension contributions) for the next financial year of the Company (i.e., January 1, 2025 to December 31, 2025).

The voting results are as follows:

For-votes:1,054,515,887

Against-votes:5,400,926

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

Election of Independent Proxy

The Board of Directors proposes that the law firm Fürer Partner Advocaten KlG, Frauenfeld, Switzerland be re-elected as independent proxy for a term of office until the conclusion of the Annual General Meeting in 2025.

The voting results are as follows:

For-votes:1,059,911,095

Against-votes:11,845

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

8

Election of Auditors

Election of Statutory Auditors

The Board of Directors proposes that KPMG AG (CHE-255.496.640), St. Gallen, Swit- zerland, be re-elected as statutory auditors for a term of office until the conclusion of the Annual General Meeting in 2025.

The voting results are as follows, calculated based on the nominal value of the voted shares:

For-votes:24,659,928.61

Against-votes:2,082.30

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

Election of Special Auditors

Under Swiss law, special reports by an audit firm supervised by the Swiss Federal Audit Oversight Authority are required in connection with certain corporate transactions.

The Board of Directors proposes that BDO AG, St. Gallen, Switzerland, be elected as special auditors for audit services related to capital increases, capital reductions and related corporate actions for a term of office until the conclusion of the Annual General Meeting in 2025.

The voting results are as follows:

For-votes:1,059,909,584

Against-votes:14,355

The Annual General Meeting has therewith approved the proposal made by the Board of Directors.

  1. CLOSING OF THE MEETING
    With all agenda items being voted upon and no shareholder requesting the floor to ad- dress anything further, the Chair confirms that each proposal of the Board of Directors under each agenda item has been approved with the relevant majority required by law and closes the Annual General Meeting for the year ended December 31, 2023 at 10:15 CEST.

9

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Sportradar Group AG published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2024 11:35:02 UTC.