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