Bike24 Holding AG

Remuneration Information • Mar 30, 2023

REMUNERATION REPORT 2022

WE KEEP YOU RIDING

1 BIKE24 | Remuneration Report 2022

Remuneration Report

1. Introduction and review of the 2022 reporting year

1.1. Introduction

The Remuneration Report of Bike24 Holding AG, Dresden (hereinafter referred to as "Bike24" or the "Company") for the 2022 reporting year includes individualized information about the remuneration granted and owed to active and former members of the Management Board and the Supervisory Board of the Company as well as explanations of the underlying remuneration system. The group of active and former members of the Management Board includes former Managing Directors of Bike24 Support GmbH, which was merged into Bike24 Holding AG in April 2021 as part of the IPO. Within the Remuneration Report, Bike24 also shows how the remuneration of the bodies fosters the long-term development of the Company. The Company's Management Board and Supervisory Board are responsible for preparing the Remuneration Report in accordance with Section 162 of the German Stock Corporation Act (AktG). Bike24's Remuneration Report as well as the statutory auditor's report on the formal audit performed are available on the Company's website at: https://ir.bike24.com/websites/bike24/English/5000/governance-_-esg.html Further information on the Company's current remuneration system is available at: https://ir.bike24.com/websites/bike24/English/5000/governance-_-esg.html

1.2. Review of the 2022 reporting year

The Annual General Meeting held on June 21, 2022, approved the remuneration system for the members of the Management Board with an approval rate of 88.43%. In this context, an environmental, social, and responsible governance (ESG) component was added to the remuneration system for members of the Management Board. The changes to the remuneration system primarily relate to the strategic targets listed under "3.3.2. Long-term variable remuneration", which also include targets designed to promote the sustainable orientation of the Company with regard to ESG. The structure of the remuneration system is reported on the following pages.

Against the backdrop of the Company's change of legal form to a stock corporation, the Managing Director contracts of the active members of the Management Board were converted into Management Board employment contracts in 2021. The remuneration system resolved in June 2022 will apply to the two active members of the Management Board. In addition, individual remuneration components were granted to the members of the Management Board within the meaning of Section 162 AktG in the 2022 reporting year, in part on the basis of provisions that were the subject of the previous Managing Director contracts or the previously applicable remuneration system (prior to adjustment by the Annual General Meeting on June 21, 2022). Where relevant, these remunerations are also presented and explained below.

The Remuneration Report for the 2022 reporting year was prepared in accordance with Section 162 AktG and complies with the recommendations and suggestions of the German Corporate Governance Code (GCGC). On June 21, 2022, the Annual General Meeting approved the Remuneration Report on the remuneration granted and owed individually to the members of the Management Board and Supervisory Board of the Company for the 2021 reporting year with a majority of 85.88%. Due to the high level of approval of the Remuneration Report, no further changes were made to the remuneration system, its implementation, or the way it is reported in the 2022 reporting year.

BIKE24 | Annual Report 2022 29

2. Remuneration system for members of the Management Board

significant changes to the remuneration system but also every four years at a minimum.

3. Remuneration of the members of the Management Board

3.1. Management Board remuneration in the 2022 reporting year at a glance

the Management Board.

the Company.

which they are based.

The Supervisory Board of Bike24 is responsible for shaping the structure of the Management Board remuneration system and determining the remuneration of the individual members of the Management Board. The system for providing remuneration to the members of the Company's Management Board includes fixed and variable components. In this context, the remuneration system is intended to contribute to the advancement of the business strategy and the sustainable development of the Company over the long term, in particular to foster the successful development of the Company and the Bike24 stock, and thus to align the interests of shareholders and the Management Board, as well as to ensure appropriate but at the same time competitive remuneration of

To foster long-term and sustainable development of the Company, the remuneration of the members of the Management Board is linked to the business strategy and the corporate planning on which it is based. The current strategy and planning are aimed at assuming a leading position in the market of the online bicycle trade and thus serve the long-term development of the Company. The portion of long-term variable remuneration also significantly exceeds the portion of short-term variable remuneration. The short-term variable remuneration is intended to ensure the ongoing implementation of the operating objectives, the achievement of which is essential as a basis for the long-term development of the Company together with its subsidiaries (collectively referred to as the "Bike24 Group"). The long-term portion of the variable remuneration enables the members of the Management Board to participate in the relative and absolute development of the stock price so that the interests of the shareholders and the management objectives are in line with each other. This gives the Management Board an incentive to increase the value of the Company on a lasting and sustainable basis. Furthermore, the Company's focus on sustainability and ESG targets is a strategic target of

The Management Board remuneration system is to be submitted to the Annual General Meeting for approval when there are

The following table provides an overview of the components of the remuneration system applicable to the active members of the Management Board in the 2022 reporting year, the structure of the individual remuneration components as well as the targets on

1. Introduction and review of the 2022 reporting year

Remuneration Report

Further information on the Company's current remuneration system is available at: https://ir.bike24.com/websites/bike24/English/5000/governance-_-esg.html

1.2. Review of the 2022 reporting year

remunerations are also presented and explained below.

way it is reported in the 2022 reporting year.

on the following pages.

The Remuneration Report of Bike24 Holding AG, Dresden (hereinafter referred to as "Bike24" or the "Company") for the 2022 reporting year includes individualized information about the remuneration granted and owed to active and former members of the Management Board and the Supervisory Board of the Company as well as explanations of the underlying remuneration system. The group of active and former members of the Management Board includes former Managing Directors of Bike24 Support GmbH, which was merged into Bike24 Holding AG in April 2021 as part of the IPO. Within the Remuneration Report, Bike24 also shows how the remuneration of the bodies fosters the long-term development of the Company. The Company's Management Board and Supervisory Board are responsible for preparing the Remuneration Report in accordance with Section 162 of the German Stock Corporation Act (AktG). Bike24's Remuneration Report as well as the statutory auditor's report on the formal audit performed

are available on the Company's website at: https://ir.bike24.com/websites/bike24/English/5000/governance-_-esg.html

The Annual General Meeting held on June 21, 2022, approved the remuneration system for the members of the Management Board with an approval rate of 88.43%. In this context, an environmental, social, and responsible governance (ESG) component was added to the remuneration system for members of the Management Board. The changes to the remuneration system primarily relate to the strategic targets listed under "3.3.2. Long-term variable remuneration", which also include targets designed to promote the sustainable orientation of the Company with regard to ESG. The structure of the remuneration system is reported

Against the backdrop of the Company's change of legal form to a stock corporation, the Managing Director contracts of the active members of the Management Board were converted into Management Board employment contracts in 2021. The remuneration system resolved in June 2022 will apply to the two active members of the Management Board. In addition, individual remuneration components were granted to the members of the Management Board within the meaning of Section 162 AktG in the 2022 reporting year, in part on the basis of provisions that were the subject of the previous Managing Director contracts or the previously applicable remuneration system (prior to adjustment by the Annual General Meeting on June 21, 2022). Where relevant, these

The Remuneration Report for the 2022 reporting year was prepared in accordance with Section 162 AktG and complies with the recommendations and suggestions of the German Corporate Governance Code (GCGC). On June 21, 2022, the Annual General Meeting approved the Remuneration Report on the remuneration granted and owed individually to the members of the Management Board and Supervisory Board of the Company for the 2021 reporting year with a majority of 85.88%. Due to the high level of approval of the Remuneration Report, no further changes were made to the remuneration system, its implementation, or the

1.1. Introduction

The Supervisory Board of Bike24 is responsible for shaping the structure of the Management Board remuneration system and determining the remuneration of the individual members of the Management Board. The system for providing remuneration to the members of the Company's Management Board includes fixed and variable components. In this context, the remuneration system is intended to contribute to the advancement of the business strategy and the sustainable development of the Company over the long term, in particular to foster the successful development of the Company and the Bike24 stock, and thus to align the interests of shareholders and the Management Board, as well as to ensure appropriate but at the same time competitive remuneration of the Management Board.

BIKE24 | Annual Report 2022 292. Remuneration system for members of the Management Board To foster long-term and sustainable development of the Company, the remuneration of the members of the Management Board is linked to the business strategy and the corporate planning on which it is based. The current strategy and planning are aimed at assuming a leading position in the market of the online bicycle trade and thus serve the long-term development of the Company. The portion of long-term variable remuneration also significantly exceeds the portion of short-term variable remuneration. The short-term variable remuneration is intended to ensure the ongoing implementation of the operating objectives, the achievement of which is essential as a basis for the long-term development of the Company together with its subsidiaries (collectively referred to as the "Bike24 Group"). The long-term portion of the variable remuneration enables the members of the Management Board to participate in the relative and absolute development of the stock price so that the interests of the shareholders and the management objectives are in line with each other. This gives the Management Board an incentive to increase the value of the Company on a lasting and sustainable basis. Furthermore, the Company's focus on sustainability and ESG targets is a strategic target of the Company.

The Management Board remuneration system is to be submitted to the Annual General Meeting for approval when there are significant changes to the remuneration system but also every four years at a minimum.

3. Remuneration of the members of the Management Board

3.1. Management Board remuneration in the 2022 reporting year at a glance

The following table provides an overview of the components of the remuneration system applicable to the active members of the Management Board in the 2022 reporting year, the structure of the individual remuneration components as well as the targets on which they are based.

Management Board remuneration system 2022

Component	Design
Performance-independent remuneration
Basic remuneration	  Contractually agreed fixed basic annual remuneration   Payment in twelve monthly installments
Fringe benefits	  Company bicycle   Allowances for insurance   Reimbursement of costs incurred in connection with work
Retirement benefits	  Monthly contribution to private retirement benefit plan   Monthly contribution to direct insurance
Performance-related remuneration
Short-term variable remuneration (annual bonus)	  Performance-based annual bonus  Cap: 150% of the target amount   Target amount at 100%   Two target dimensions (weighting in %): ¨ Quantitative performance targets (70%): – Adjusted EBITDA1 (for the definition, see also 3.3.1.) – Revenue targets2 ¨ Qualitative performance targets (30%): – Strategic targets
Long-term variable remuneration (Equity-Settled Stock Options Program)	  Share-based long-term remuneration   Term of 10 years   Waiting period of 4 years   Three equally weighted target dimensions: ¨ Strategic targets (including ESG targets) ¨ Financial targets and ¨ A certain increase in the Bike24 stock price within the previous calendar year
Further remuneration arrangements
Post-contractual non-competition clause	  Two-year non-competition clause after leaving the Management Board, with payment of a waiting allowance amounting to 50% of the most recent contractual remuneration received
Benefits in case of premature termination of employment	  Any severance payments are limited to two years' remuneration and may not amount to more than the remaining term of the employment contract

¹ Adjusted for one-time effects to improve transparency as well as long-term comparability for assessment of the performance and profitability of Bike24, including its subsidiaries ("Bike24 Group").

² The revenue targets are measured against the consolidated revenue of the Bike24 Group, which is prepared in accordance with the published International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") (consolidated revenue according to IFRS).

3.2. Performance-independent remuneration

In addition to basic remuneration, performance-independent remuneration includes fringe benefits and retirement benefit plans.

The basic annual remuneration is paid monthly in twelve equal installments. In the 2022 reporting year, each member of the Management Board received basic remuneration of EUR 252 k.

BIKE24 | Annual Report 2022 31

Target achievement in%

In addition to their basic remuneration, members of the Management Board receive fringe benefits in the form of a Company bicycle, insurance allowances, and reimbursement of expenses associated with their work. The value of all fringe benefits granted may not exceed 25% of the basic remuneration for the reporting year in question. The Supervisory Board may grant a compensatory amount to the extent that remuneration benefits acquired prior to the transfer to the Management Board of Bike24 Holding AG are forfeited as part of the transfer. The Supervisory Board may determine whether the compensation is to be invested in

Furthermore, the Company pays the premiums for a direct insurance policy that exists or that is to be concluded for each member of the Management Board. In addition, to the to the basic remuneration, the Management Board member has a fixed monthly amount at his free disposal which shall be used for private retirement benefit purposes. This amount is determined from the maximum amount of the employer's contribution to German retirement benefits insurance, subject to the contribution assessment ceiling (East). The value of all retirement benefit commitments for a reporting year may not exceed 10% of basic

The short-term variable remuneration (short-term incentive, "STI") takes the form of an annual bonus. The amount of the annual bonus is based on the achievement of the targets agreed upon with the Supervisory Board. These targets are principally agreed upon annually by March 31 of the current reporting year and comprise 70% quantitative targets as well as 30% qualitative targets. Performance criteria of quantitative targets consist of the consolidated EBITDA figure adjusted for one-time effects ("Adjusted EBITDA") and a portion or all of the subsequent revenue targets: (i) consolidated revenue according to IFRS; (ii) revenue of the DACH region; and (iii) revenue of the expansion markets. The qualitative targets consist of the strategic targets, rolling out

Target achievement is calculated separately for all target figures. The Supervisory Board defines milestones (degree of implementation at certain points on the time axis) for individual strategic targets, based on the corporate planning. These milestones are used to determine the degree of target achievement. If at least 70% is not achieved in a target category, the member of the Management Board does not receive a bonus. Target achievement is determined at the end of the reporting year. The two target dimensions mentioned above are used to calculate a weighted percentage of target achievement, which is first multiplied by itself

The performance criterion for the remuneration granted within the meaning of Section 162 (1) AktG in the 2022 reporting year

Target values in EUR k

Actual values of the 2021 reporting year

in EUR k

(100% target achievement)

in %

Consolidated revenue according to IFRS 2021 50 238,363 250,164 105 Adjusted EBITDA 2021 50 31,032 30,596 99 Total 102

2021 reporting year

the business to other European bicycle markets, and expanding the "Full-Bikes" product segment.

and then by the target bonus. The bonus is limited to 150% of the target bonus.

(annual bonus 2021) can be seen in the following overview:

Performance criterion Weighting of the

Bike24 shares in whole or in part and held for a minimum period.

3.3. Performance-related remuneration

3.3.1. Short-term variable remuneration (annual bonus)

remuneration.

In addition to their basic remuneration, members of the Management Board receive fringe benefits in the form of a Company bicycle, insurance allowances, and reimbursement of expenses associated with their work. The value of all fringe benefits granted may not exceed 25% of the basic remuneration for the reporting year in question. The Supervisory Board may grant a compensatory amount to the extent that remuneration benefits acquired prior to the transfer to the Management Board of Bike24 Holding AG are forfeited as part of the transfer. The Supervisory Board may determine whether the compensation is to be invested in Bike24 shares in whole or in part and held for a minimum period.

Furthermore, the Company pays the premiums for a direct insurance policy that exists or that is to be concluded for each member of the Management Board. In addition, to the to the basic remuneration, the Management Board member has a fixed monthly amount at his free disposal which shall be used for private retirement benefit purposes. This amount is determined from the maximum amount of the employer's contribution to German retirement benefits insurance, subject to the contribution assessment ceiling (East). The value of all retirement benefit commitments for a reporting year may not exceed 10% of basic remuneration.

3.3. Performance-related remuneration

Management Board remuneration system 2022

Fringe benefits   Company bicycle

Basic remuneration   Contractually agreed fixed basic annual remuneration

Retirement benefits   Monthly contribution to private retirement benefit plan

Payment in twelve monthly installments

Monthly contribution to direct insurance

Two target dimensions (weighting in %): ¨ Quantitative performance targets (70%):

¨ Qualitative performance targets (30%):

Three equally weighted target dimensions: ¨ Strategic targets (including ESG targets)

Post-contractual non-competition clause   Two-year non-competition clause after leaving the Management Board, with payment of a waiting

the remaining term of the employment contract

¹ Adjusted for one-time effects to improve transparency as well as long-term comparability for assessment of the performance and profitability of

² The revenue targets are measured against the consolidated revenue of the Bike24 Group, which is prepared in accordance with the published

In addition to basic remuneration, performance-independent remuneration includes fringe benefits and retirement benefit plans.

The basic annual remuneration is paid monthly in twelve equal installments. In the 2022 reporting year, each member of the

International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") (consolidated revenue according to IFRS).

Share-based long-term remuneration

Performance-based annual bonus Cap: 150% of the target amount   Target amount at 100%

– Adjusted EBITDA1

– Revenue targets2

– Strategic targets

¨ Financial targets and

Term of 10 years   Waiting period of 4 years

Reimbursement of costs incurred in connection with work

(for the definition, see also 3.3.1.)

¨ A certain increase in the Bike24 stock price within the previous calendar year

allowance amounting to 50% of the most recent contractual remuneration received

Any severance payments are limited to two years' remuneration and may not amount to more than

Allowances for insurance

Component Design

Performance-independent remuneration

Performance-related remuneration Short-term variable remuneration

Long-term variable remuneration (Equity-Settled Stock Options Program)

Further remuneration arrangements

Benefits in case of premature termination

Bike24, including its subsidiaries ("Bike24 Group").

3.2. Performance-independent remuneration

Management Board received basic remuneration of EUR 252 k.

(annual bonus)

of employment

3.3.1. Short-term variable remuneration (annual bonus)

The short-term variable remuneration (short-term incentive, "STI") takes the form of an annual bonus. The amount of the annual bonus is based on the achievement of the targets agreed upon with the Supervisory Board. These targets are principally agreed upon annually by March 31 of the current reporting year and comprise 70% quantitative targets as well as 30% qualitative targets. Performance criteria of quantitative targets consist of the consolidated EBITDA figure adjusted for one-time effects ("Adjusted EBITDA") and a portion or all of the subsequent revenue targets: (i) consolidated revenue according to IFRS; (ii) revenue of the DACH region; and (iii) revenue of the expansion markets. The qualitative targets consist of the strategic targets, rolling out the business to other European bicycle markets, and expanding the "Full-Bikes" product segment.

Target achievement is calculated separately for all target figures. The Supervisory Board defines milestones (degree of implementation at certain points on the time axis) for individual strategic targets, based on the corporate planning. These milestones are used to determine the degree of target achievement. If at least 70% is not achieved in a target category, the member of the Management Board does not receive a bonus. Target achievement is determined at the end of the reporting year. The two target dimensions mentioned above are used to calculate a weighted percentage of target achievement, which is first multiplied by itself and then by the target bonus. The bonus is limited to 150% of the target bonus.

The performance criterion for the remuneration granted within the meaning of Section 162 (1) AktG in the 2022 reporting year (annual bonus 2021) can be seen in the following overview:

Performance criterion	Weighting of the 2021 reporting year in %	Target values in EUR k (100% target achievement)	Actual values of the 2021 reporting year in EUR k	Target achievement in%
Consolidated revenue according to IFRS 2021	50	238,363	250,164	105
Adjusted EBITDA 2021	50	31,032	30,596	99
Total				102

In derogation from the newly concluded remuneration system, the annual bonus granted within the meaning of the German Stock Corporation Act is based on the remuneration practice underlying the old Managing Director contracts, as the Managing Director contracts were not converted into Management Board employment contracts until partway through the 2021 fiscal year. Based on these arrangements, only quantitative targets were agreed upon in the past, with the weighting of quantitative targets being 100% and that of qualitative targets 0%. Accordingly, adjusted EBITDA and consolidated revenue in accordance with IFRS, each assigned weighting of 50%, were the financial performance criteria as the assessment basis for the 2021 annual bonus. Just like with the new remuneration system, the calculated target achievement is multiplied by itself and then by the target amount. The annual bonus is also limited to 150% of the target amount.

This resulted in the following target achievement per active Management Board member for the 2021 annual bonus:

Name of the Management Board member	Target amount in EUR k (100% target achievement)	Target achievement	Amount paid out in EUR k
Andrés Martin-Birner	50	102%	52
Timm Armbrust	50	102%	52

For the former members of the Management Board, this resulted in the following pro-rata target achievement for the 2021 annual bonus:

Name of the former member of the Management Board	Target amount in EUR k (100% target achievement)	Target achievement	Amount paid out in EUR k
Lars Witt until April 2021	17	102%	17
Carsten Wich until April 2021	14	102%	14

The amounts paid out in 2022 of the 2021 annual bonus are added to the remuneration granted and owed in the 2022 reporting year within the meaning of section 162 (1) AktG.

According to the understanding of Section 162 (1) AktG used here, the 2022 annual bonus is "granted" or "owed" in the 2023 reporting year, which is why we will report on the 2022 annual bonus in the Remuneration Report for the 2023 fiscal year.

3.3.2. Long-term variable remuneration (Equity-Settled Stock Options Program)

Long-term variable remuneration (long-term incentive, "LTI") is a long-term, multi-year performance-related remuneration component that is allocated annually on the basis of performance and structured as a stock option program. Under the stock option program established in 2021, Bike24 may issue stock options to members of the Management Board as well as to other beneficiaries. At Bike24's discretion, the Company may also settle the exercised stock options in cash, in whole or in part. The stock options are issued in four tranches. The issue of the first tranche took place on the day of Bike24's IPO on June 25, 2021. The remaining tranches will be issued annually from the first quarter of 2022, depending on the achievement of targets for performance.

The number of tranche stock options to be granted for a reporting year depends on the following targets:

• 1. Strategic targets (including ESG targets)
• 1. Financial targets
• 1. A certain increase in the stock exchange price of the Bike24 share within the previous calendar year.

The targets are set annually – generally by the end of March of the relevant fiscal year at the latest – and are included in the overall target achievement in equal proportions (one-third in each case).

BIKE24 | Annual Report 2022 33

emissions, shipping,

Strategic targets are defined as targets that have as their object future measures for implementing the business strategy that are incorporated into corporate planning. Such goals are interim targets related to the development of new European bicycle markets and expansion of the "Full-Bikes" product segment as well as targets that help bring the Company further in line with its ESG targets. Milestones (degree of implementation at certain points on the time axis) are defined for the individual targets and then used for the determination of target achievement. In order to gear the Company toward the ESG objectives on a lasting basis

packaging), Social (employee satisfaction, customer satisfaction, diversity), and Governance (compliance/reporting, data protec-

In the case of ESG targets, targets that can be quantitatively measured are provided for the specific performance criteria in use wherever possible. In each case, a target value is determined that corresponds to 100% target achievement, along with a threshold value and a cap that may not exceed 150% under any circumstances. As with the other strategic targets, either specific milestones or other key figures are defined if quantitatively measurable targets are not possible. These milestones

The performance criteria used for the financial targets are organic consolidated revenue growth and adjusted EBITDA margin. Target values corresponding to 100% target achievement are derived from the annual planning, and the values corresponding to higher or lower target achievement are then determined on this basis. The values from the Bike24 Group's consolidated financial

For the stock price target, the stock option program defines the target for the increase in stock price during the fiscal year. Reaching or exceeding this price is defined as 100% target achievement, and not reaching this price is defined as 0% target achievement. The degree of target achievement is determined on the basis of the actual percentage difference between the relevant closing price and the relevant opening price. The relevant closing price is the volume-weighted average of the closing prices of the Bike24 stock in Xetra trading (or a comparable successor system) during the last month of the relevant fiscal year. The relevant opening price is the volume-weighted average of the closing prices of the Bike24 stock in Xetra trading (or a compa-

To determine the specific number of stock options to be issued, a EUR amount has been contractually agreed upon (the target amount). The number of stock options to be issued for the respective fiscal year is determined by dividing the target amount by the expected profit from a stock option to be issued for the respective fiscal year pursuant to the agreement (anticipated option profit). In each case, one-third of this preliminary number of stock options is allocated to the strategic targets (including ESG targets), the financial targets, and the stock price target. Each third is multiplied by the target achievement factor. The amounts calculated in this way for the three target categories are then added together, resulting in the number of stock options to be issued for the fiscal year in question. In all cases, the maximum number of stock options to be granted to a member of the Management Board for a reporting year, excluding stock options granted with the IPO, is 64,517. Under the Bike24 Holding AG

as envisaged in the strategy, the Supervisory Board is guided by the catalog of criteria of Environment (CO2

tion, supply chain), with the help of which it defines one or more targets from the ESG area.

and key figures are then used to determine whether the target has been specifically achieved.

statements and management report for the respective reporting year are used as actual values.

rable successor system) during the last month of the financial year preceding the fiscal year in question.

stock program, a maximum of 780,000 stock options will be issued to members of the Management Board.

are incorporated into corporate planning. Such goals are interim targets related to the development of new European bicycle markets and expansion of the "Full-Bikes" product segment as well as targets that help bring the Company further in line with its ESG targets. Milestones (degree of implementation at certain points on the time axis) are defined for the individual targets and then used for the determination of target achievement. In order to gear the Company toward the ESG objectives on a lasting basis as envisaged in the strategy, the Supervisory Board is guided by the catalog of criteria of Environment (CO2 emissions, shipping, packaging), Social (employee satisfaction, customer satisfaction, diversity), and Governance (compliance/reporting, data protection, supply chain), with the help of which it defines one or more targets from the ESG area.

In derogation from the newly concluded remuneration system, the annual bonus granted within the meaning of the German Stock Corporation Act is based on the remuneration practice underlying the old Managing Director contracts, as the Managing Director contracts were not converted into Management Board employment contracts until partway through the 2021 fiscal year. Based on these arrangements, only quantitative targets were agreed upon in the past, with the weighting of quantitative targets being 100% and that of qualitative targets 0%. Accordingly, adjusted EBITDA and consolidated revenue in accordance with IFRS, each assigned weighting of 50%, were the financial performance criteria as the assessment basis for the 2021 annual bonus. Just like with the new remuneration system, the calculated target achievement is multiplied by itself and then by the target amount. The annual bonus is

(100% target achievement)

(100% target achievement)

Andrés Martin-Birner 50 102% 52 Timm Armbrust 50 102% 52

For the former members of the Management Board, this resulted in the following pro-rata target achievement for the 2021 annual

Lars Witt until April 2021 17 102% 17 Carsten Wich until April 2021 14 102% 14

The amounts paid out in 2022 of the 2021 annual bonus are added to the remuneration granted and owed in the 2022 reporting

According to the understanding of Section 162 (1) AktG used here, the 2022 annual bonus is "granted" or "owed" in the 2023 reporting year, which is why we will report on the 2022 annual bonus in the Remuneration Report for the 2023 fiscal year.

Long-term variable remuneration (long-term incentive, "LTI") is a long-term, multi-year performance-related remuneration component that is allocated annually on the basis of performance and structured as a stock option program. Under the stock option program established in 2021, Bike24 may issue stock options to members of the Management Board as well as to other beneficiaries. At Bike24's discretion, the Company may also settle the exercised stock options in cash, in whole or in part. The stock options are issued in four tranches. The issue of the first tranche took place on the day of Bike24's IPO on June 25, 2021. The remaining

The targets are set annually – generally by the end of March of the relevant fiscal year at the latest – and are included in the

tranches will be issued annually from the first quarter of 2022, depending on the achievement of targets for performance.

The number of tranche stock options to be granted for a reporting year depends on the following targets:

1. A certain increase in the stock exchange price of the Bike24 share within the previous calendar year.

overall target achievement in equal proportions (one-third in each case).

Target achievement Amount paid out

Target achievement Amount paid out

in EUR k

in EUR k

This resulted in the following target achievement per active Management Board member for the 2021 annual bonus:

Name of the Management Board member Target amount in EUR k

Name of the former member of the Management Board Target amount in EUR k

3.3.2. Long-term variable remuneration (Equity-Settled Stock Options Program)

also limited to 150% of the target amount.

year within the meaning of section 162 (1) AktG.

1. Strategic targets (including ESG targets)

2. Financial targets

bonus:

In the case of ESG targets, targets that can be quantitatively measured are provided for the specific performance criteria in use wherever possible. In each case, a target value is determined that corresponds to 100% target achievement, along with a threshold value and a cap that may not exceed 150% under any circumstances. As with the other strategic targets, either specific milestones or other key figures are defined if quantitatively measurable targets are not possible. These milestones and key figures are then used to determine whether the target has been specifically achieved.

The performance criteria used for the financial targets are organic consolidated revenue growth and adjusted EBITDA margin. Target values corresponding to 100% target achievement are derived from the annual planning, and the values corresponding to higher or lower target achievement are then determined on this basis. The values from the Bike24 Group's consolidated financial statements and management report for the respective reporting year are used as actual values.

For the stock price target, the stock option program defines the target for the increase in stock price during the fiscal year. Reaching or exceeding this price is defined as 100% target achievement, and not reaching this price is defined as 0% target achievement. The degree of target achievement is determined on the basis of the actual percentage difference between the relevant closing price and the relevant opening price. The relevant closing price is the volume-weighted average of the closing prices of the Bike24 stock in Xetra trading (or a comparable successor system) during the last month of the relevant fiscal year. The relevant opening price is the volume-weighted average of the closing prices of the Bike24 stock in Xetra trading (or a comparable successor system) during the last month of the financial year preceding the fiscal year in question.

BIKE24 | Annual Report 2022 33Strategic targets are defined as targets that have as their object future measures for implementing the business strategy that To determine the specific number of stock options to be issued, a EUR amount has been contractually agreed upon (the target amount). The number of stock options to be issued for the respective fiscal year is determined by dividing the target amount by the expected profit from a stock option to be issued for the respective fiscal year pursuant to the agreement (anticipated option profit). In each case, one-third of this preliminary number of stock options is allocated to the strategic targets (including ESG targets), the financial targets, and the stock price target. Each third is multiplied by the target achievement factor. The amounts calculated in this way for the three target categories are then added together, resulting in the number of stock options to be issued for the fiscal year in question. In all cases, the maximum number of stock options to be granted to a member of the Management Board for a reporting year, excluding stock options granted with the IPO, is 64,517. Under the Bike24 Holding AG stock program, a maximum of 780,000 stock options will be issued to members of the Management Board.

The following tables show the performance criteria set by the Supervisory Board for the stock options granted for the reporting year, within the meaning of Section 162 (1) AktG.

				Target achievement
	 Tapping into new European bicycle markets  Expansion of the "Full-Bikes" product segment
Strategic targets				110%
		Growth target in % (100% target achievement)	Actual values for the 2021 reporting year in %	Target achievement
Financial targets	 Organic consolidated revenue growth	26	25.6	98%
	 Adjusted EBITDA margin	12.8	12.2	95%
Total				96.5%
		Target price in EUR (100% target achievement)	Price in EUR*	Target achievement
Stock price development target	 Stock price increase of 3.92%	15.59	15.96	100%

* Volume-weighted average of closing prices in Xetra trading in December 2021

In derogation from the newly adopted remuneration system, the target agreement for the second tranche does not contain an ESG component, as the targets were agreed on the basis of the old remuneration system prior to adjustment by the Annual General Meeting on June 21, 2022.

Based on the target achievement presented, the number of stock options to be granted for the second tranche was as follows:

Name of the Management Board member	Target amount in EUR k (100% target achievement)	Target achievement	Target amount in EUR k	Anticipated option profit in EUR	Number of stock options to be granted*
Andrés Martin-Birner	1,000	102%	1,020	15.49	64,517
Timm Armbrust	1,000	102%	1,020		64,517

* Number of stock options to be granted according to calculation formula: 65,849 stock options. Pursuant to the terms and conditions of participation, a maximum of 64,517 stock options can be granted per Management Board member in the reporting year.

The second tranche was issued to the members of the Management Board in April 2022 with an exercise price of EUR 18.35.

The stock options are subject to a waiting period of four years until they can be exercised for the first time and have a total term of ten years, in each case from the date of issue. After the end of the waiting period, the stock options can be exercised outside defined vesting periods. The stock options vest one year after the issue date (the "vesting period") until the end of the term. After that, they expire automatically and without compensation.

The stock options of a member of the Management Board for whom the vesting period has not yet expired are reduced on a pro-rata-temporis basis if the member resigns from office or if the Management Board activity of the member ends for reasons such as the regular end of their contract being reached without reappointment and without the employment relationship ending at the same time. In the event of a change of control, the waiting time is shortened to the point in time of the change of control. Stock options that are still within the vesting period are settled either in cash or in stock of the acquirer, depending on the Company's decision.

BIKE24 | Annual Report 2022 35

For the second tranche issued in the 2022 reporting year, a total of 129,034 stock options were allocated to the members of the

Andrés Martin-Birner 64,517 64,517 88 – – 129,034 Timm Armbrust 64,517 64,517 88 – – 129,034

The outstanding stock options of the members of the Management Board are divided among the various issue tranches as follows:

July 1, 2021* 15.00 64,517 64,517 April 1, 2022 18.35 64,517 64,517

In the third tranche issued for the 2022 reporting year, further stock options will be allocated to the members of the Management Board in April 2023. This allocation will be "granted" or "owed" in the reporting year 2023 in accordance with the understanding of Section 162 (1) AktG in use here. The corresponding reporting will be made in the Remuneration Report for the reporting

With regard to their activities on the Management Board of Bike24, the members of the Management Board neither received nor

The remuneration system determines the share of the annual base remuneration, the STI, and the LTI in the total target remu-

Accordingly, the share of performance-independent remuneration in the total target remuneration is 17% to 37%, and the share

The following table shows the respective target remuneration of the active members of the Management Board for the 2022 reporting year, excluding fringe benefits, retirement benefit plan commitments, compensation payments, and granting of stock

Fair value upon option grant in EUR k

Stock options exercised in reporting year 2022

Andrés Martin-Birner

Number of outstanding stock options

Stock options expired in reporting year 2022

Number as of December 31, 2022

Timm Armbrust

Number of outstanding stock options

Stock options granted or promised in the 2022 reporting year

in EUR

3.4. Remuneration paid by third parties for Management Board activities

were promised any benefits from third parties in the 2022 reporting year.

Management Board:

Number as of January 1, 2022

Tranche Exercise price

* Date of granting of options within the meaning of IFRS 2.

3.5. Target and maximum remuneration

neration. It provides for the following ranges:

Annual base remuneration: 16% to 30% STI: 3% to 15% LTI: 60% to 80% Fringe benefits: 0.5% to 5% Retirement benefit plan commitments: 0.5% to 3%

of performance-related remuneration is 63% to 83%.

Name of the Management Board

year 2023.

options.

member

Number as of December 31, 2022	Stock options expired in reporting year 2022	Stock options exercised in reporting year 2022	Fair value upon option grant in EUR k	Stock options granted or promised in the 2022 reporting year	Number as of January 1, 2022	Name of the Management Board member
129,034	–	–	88	64,517	64,517	Andrés Martin-Birner
129,034	–	–	88	64,517	64,517	Timm Armbrust
				The outstanding stock options of the members of the Management Board are divided among the various issue tranches as follows:
Timm Armbrust	Number of outstanding stock options	Andrés Martin-Birner Number of outstanding stock options		Exercise price in EUR		Tranche
64,517		64,517		15.00		July 1, 2021*
64,517		64,517		18.35		April 1, 2022
				In the third tranche issued for the 2022 reporting year, further stock options will be allocated to the members of the Management
Board in April 2023. This allocation will be "granted" or "owed" in the reporting year 2023 in accordance with the understanding
				of Section 162 (1) AktG in use here. The corresponding reporting will be made in the Remuneration Report for the reporting		year 2023.
				3.4. Remuneration paid by third parties for Management Board activities With regard to their activities on the Management Board of Bike24, the members of the Management Board neither received nor were promised any benefits from third parties in the 2022 reporting year.
						3.5. Target and maximum remuneration
				The remuneration system determines the share of the annual base remuneration, the STI, and the LTI in the total target remu		neration. It provides for the following ranges:
				16% to 30%		Annual base remuneration:
				3% to 15%
				60% to 80%
				0.5% to 5%
				0.5% to 3%
				Accordingly, the share of performance-independent remuneration in the total target remuneration is 17% to 37%, and the share		STI: LTI: Fringe benefits: Retirement benefit plan commitments: of performance-related remuneration is 63% to 83%.

Tranche	Exercise price in EUR	Andrés Martin-Birner Number of outstanding stock options	Timm Armbrust Number of outstanding stock options
July 1, 2021*	15.00	64,517	64,517
April 1, 2022	18.35	64,517	64,517

The following tables show the performance criteria set by the Supervisory Board for the stock options granted for the reporting year,

Total 96.5%

Stock price development target Stock price increase of 3.92% 15.59 15.96 100%

In derogation from the newly adopted remuneration system, the target agreement for the second tranche does not contain an ESG component, as the targets were agreed on the basis of the old remuneration system prior to adjustment by the Annual General

Based on the target achievement presented, the number of stock options to be granted for the second tranche was as follows:

Timm Armbrust 1,000 102% 1,020 64,517 * Number of stock options to be granted according to calculation formula: 65,849 stock options. Pursuant to the terms and conditions of participation,

The second tranche was issued to the members of the Management Board in April 2022 with an exercise price of EUR 18.35.

The stock options are subject to a waiting period of four years until they can be exercised for the first time and have a total term of ten years, in each case from the date of issue. After the end of the waiting period, the stock options can be exercised outside defined vesting periods. The stock options vest one year after the issue date (the "vesting period") until the end of the term. After

The stock options of a member of the Management Board for whom the vesting period has not yet expired are reduced on a pro-rata-temporis basis if the member resigns from office or if the Management Board activity of the member ends for reasons such as the regular end of their contract being reached without reappointment and without the employment relationship ending at the same time. In the event of a change of control, the waiting time is shortened to the point in time of the change of control. Stock options that are still within the vesting period are settled either in cash or in stock of the acquirer, depending on the

Target achievement

Target amount in EUR k

(100% target achievement)

Andrés Martin-Birner 1,000 102% 1,020

a maximum of 64,517 stock options can be granted per Management Board member in the reporting year.

Growth target in % (100% target achievement)

Organic consolidated revenue growth 26 25.6 98% Adjusted EBITDA margin 12.8 12.2 95%

Target price in EUR (100% target achievement)

Target amount in EUR k

Actual values for the 2021 reporting year

in %

Anticipated option profit in EUR

15.49

Number of stock options to be granted*

64,517

Price in EUR* Target achievement

Tapping into new European bicycle markets

Expansion of the "Full-Bikes" product segment

Target achievement

Target achievement

110%

within the meaning of Section 162 (1) AktG.

* Volume-weighted average of closing prices in Xetra trading in December 2021

that, they expire automatically and without compensation.

Strategic targets

Financial targets

Meeting on June 21, 2022.

Management Board member

Company's decision.

Name of the

3.4. Remuneration paid by third parties for Management Board activities

3.5. Target and maximum remuneration

Annual base remuneration:	16% to 30%
STI:	3% to 15%
LTI:	60% to 80%
Fringe benefits:	0.5% to 5%
Retirement benefit plan commitments:	0.5% to 3%

Target remuneration

	Andrés Martin-Birner		Timm Armbrust
	2022 in EUR k	2022 in%	2022 in EUR k	2022 in%
Performance-independent remuneration
Basic remuneration	252	19	252	19
Total	252	19	252	19
Performance-related remuneration
Annual bonus	50	4	50	4
Equity-Settled Stock Options Program	1,000	77	1,000	77
Total	1,050	81	1,050	81
Total remuneration	1,302	100	1,302	100

The remuneration system provides for maximum remuneration for the members of the Management Board, that is, a maximum amount that may be paid to a member of the Management Board in total for a fiscal year. The maximum remuneration for a member of the Management Board is based on the promised remuneration components. This maximum remuneration pursuant to Section 87a (1) sentence 2 no.1 AktG is EUR 2,000 k for each of the two members of the Management Board. Compliance with the maximum remuneration can be verified or ensured at the earliest when the stock options granted are exercised. The stock options granted in the 2022 reporting year can be exercised in 2026 at the earliest. The maximum remuneration is reviewed and reported in the Remuneration Report of the fiscal year affected by the exercise.

3.6. Penalty and clawback rules

In the event that the Management Board seriously violates applicable law or the Company's internal codes of conduct, the Supervisory Board has the option of withholding variable remuneration components not yet paid out or of clawing back such components, in whole or in part. Withholding or clawback is at the discretion of the Supervisory Board.

In the 2022 reporting year, the Supervisory Board has not identified any reason to make use of the option provided for in the remuneration system.

3.7. Benefits in case of premature termination of employment

In the event of premature termination of the employment relationship, claims are limited to the remaining term of the contract, with a maximum limit of two years' remuneration. The severance payment is to be offset against any waiting allowance payable to the Company under a post-contractual non-competition clause.

No early termination benefits were granted in the 2022 reporting year.

3.8. Post-contractual non-competition clause

When leaving the Management Board, the members of the Bike24 Management Board shall be subject to a two-year non-competition clause, with it also being possible for the Company to waive the non-competition clause or for there to be release of the Company from the non-competition clause provided for by contract. The departing members of the Management Board will be paid half of their last contractual remuneration as compensation for the period of the non-competition clause.

BIKE24 | Geschäftsbericht 2022 37

3.9. Amount of individual remuneration of members of the Management Board in the 2022 reporting year

determined in accordance with IFRS.

Performance-independent remuneration

Performance-related remuneration

Performance-independent remuneration

Performance-related remuneration

reporting year.

Remuneration granted and owed to active members of the Management Board

Remuneration granted and owed to former members of the Management Board

The following table shows the remuneration granted and owed to each individual active member of the Management Board within the meaning of Section 162 (1) AktG in the 2022 reporting year. In this context, the remuneration granted and owed within the meaning of Section 162 (1) AktG includes the basic annual remuneration paid in the 2022 reporting year, the fringe benefits accrued, the retirement benefit plan contributions, the annual bonus paid in 2021, and the fair value of the stock options granted

Basic remuneration 252 62 252 62 Fringe benefits 5 1 5 1 Retirement benefits 10 2 12 3 Total 267 66 269 66

Annual bonus 52 13 52 13 Equity-Settled Stock Options Program 88 22 88 22 Total 140 34 140 34 Total remuneration 407 100 409 100

The following table contains the remuneration granted and owed to each individual former member of the Management Board within the meaning of Section 162 (1) AktG in the 2022 reporting year. In this context, the remuneration granted and owed within the meaning of Section 162 (1) AktG includes the performance-related remuneration paid out in the 2022 reporting year, which is presented on a pro-rata basis up until the merger in April 2021. No other pro-rata remuneration components were granted in the

Basic remuneration 0 0 0 0

Annual bonus 17 100 14 100 Total 17 100 14 100

Andrés Martin-Birner Timm Armbrust

2022 in EUR k 2022 in% 2022 in EUR k 2022 in%

Lars Witt until April 2021 Carsten Wich until April 2021 2022 in EUR k 2022 in% 2022 in EUR k 2022 in%

3.9. Amount of individual remuneration of members of the Management Board in the 2022 reporting year

The following table shows the remuneration granted and owed to each individual active member of the Management Board within the meaning of Section 162 (1) AktG in the 2022 reporting year. In this context, the remuneration granted and owed within the meaning of Section 162 (1) AktG includes the basic annual remuneration paid in the 2022 reporting year, the fringe benefits accrued, the retirement benefit plan contributions, the annual bonus paid in 2021, and the fair value of the stock options granted determined in accordance with IFRS.

Remuneration granted and owed to active members of the Management Board

Target remuneration

Performance-independent remuneration

Performance-related remuneration

3.6. Penalty and clawback rules

remuneration system.

Remuneration Report of the fiscal year affected by the exercise.

3.7. Benefits in case of premature termination of employment

No early termination benefits were granted in the 2022 reporting year.

Company under a post-contractual non-competition clause.

3.8. Post-contractual non-competition clause

Andrés Martin-Birner Timm Armbrust

Basic remuneration 252 19 252 19 Total 252 19 252 19

Annual bonus 50 4 50 4 Equity-Settled Stock Options Program 1,000 77 1,000 77 Total 1,050 81 1,050 81 Total remuneration 1,302 100 1,302 100

The remuneration system provides for maximum remuneration for the members of the Management Board, that is, a maximum amount that may be paid to a member of the Management Board in total for a fiscal year. The maximum remuneration for a member of the Management Board is based on the promised remuneration components. This maximum remuneration pursuant to Section 87a (1) sentence 2 no.1 AktG is EUR 2,000 k for each of the two members of the Management Board. Compliance with the maximum remuneration can be verified or ensured at the earliest when the stock options granted are exercised. The stock options granted in the 2022 reporting year can be exercised in 2026 at the earliest. The maximum remuneration is reviewed and reported in the

In the event that the Management Board seriously violates applicable law or the Company's internal codes of conduct, the Supervisory Board has the option of withholding variable remuneration components not yet paid out or of clawing back such compo-

In the 2022 reporting year, the Supervisory Board has not identified any reason to make use of the option provided for in the

In the event of premature termination of the employment relationship, claims are limited to the remaining term of the contract, with a maximum limit of two years' remuneration. The severance payment is to be offset against any waiting allowance payable to the

When leaving the Management Board, the members of the Bike24 Management Board shall be subject to a two-year non-competition clause, with it also being possible for the Company to waive the non-competition clause or for there to be release of the Company from the non-competition clause provided for by contract. The departing members of the Management Board will be paid half of

nents, in whole or in part. Withholding or clawback is at the discretion of the Supervisory Board.

their last contractual remuneration as compensation for the period of the non-competition clause.

2022 in EUR k 2022 in% 2022 in EUR k 2022 in%

	Andrés Martin-Birner		Timm Armbrust
	2022 in EUR k	2022 in%	2022 in EUR k	2022 in%
Performance-independent remuneration
Basic remuneration	252	62	252	62
Fringe benefits	5	1	5	1
Retirement benefits	10	2	12	3
Total	267	66	269	66
Performance-related remuneration
Annual bonus	52	13	52	13
Equity-Settled Stock Options Program	88	22	88	22
Total	140	34	140	34
Total remuneration	407	100	409	100

The following table contains the remuneration granted and owed to each individual former member of the Management Board within the meaning of Section 162 (1) AktG in the 2022 reporting year. In this context, the remuneration granted and owed within the meaning of Section 162 (1) AktG includes the performance-related remuneration paid out in the 2022 reporting year, which is presented on a pro-rata basis up until the merger in April 2021. No other pro-rata remuneration components were granted in the reporting year.

Remuneration granted and owed to former members of the Management Board

	Lars Witt until April 2021		Carsten Wich until April 2021
	2022 in EUR k	2022 in%	2022 in EUR k	2022 in%
Performance-independent remuneration
Basic remuneration	0	0	0	0
Performance-related remuneration
Annual bonus	17	100	14	100
Total	17	100	14	100

4. Remuneration of the members of the Supervisory Board

Pursuant to Section 12 of the Articles of Association of Bike24, the ordinary members of the Supervisory Board receive fixed remuneration of EUR 20 k for each reporting year. The Chairman of the Supervisory Board receives a fixed remuneration amount of EUR 35 k, and the Deputy Chairman receives EUR 25 k. Supervisory Board members who were not in office for the entire reporting year receive one-twelfth of the agreed remuneration for each month in office or part thereof.

Supervisory Board members who serve as Chairman of a committee receive additional annual fixed remuneration of EUR 7.5 k for this service. The Chairman of the Audit Committee receives EUR 10 k. Supervisory Board members who are members of a committee but do not serve as Chairman of the committee receive additional annual remuneration of EUR 5 k for this membership. Insofar as the function of Chairman or membership is not exercised for the entire reporting year, remuneration is granted on a pro-rata basis.

The members of the Supervisory Board are also reimbursed for any expenses incurred and for any value-added tax payable on their income.

The fixed remuneration and the remuneration for committee work are due at the end of the respective fiscal year and are paid in the following fiscal year. The payment of the fixed remuneration and the committee remuneration for the 2022 reporting year will be made in the reporting year 2023 and will be added to the remuneration granted and owed in the Remuneration Report for the reporting year 2023 in accordance with Section 162 (1) AktG.

The following table shows the payment of the remuneration components granted and owed in the 2022 reporting year, including their relative share, pursuant to section 162 AktG.

Basic remuneration		Committee remuneration		Total remuneration
2022	2022 in %	2022	2022 in %	2022	2022 in %
20	74	7	26	28	100
15	83	3	17	18	100
12	80	3	20	15	100
12	67	6	33	18	100
58	75	19	25	77	100
	in EUR k		in EUR k		in EUR k

BIKE24 | Annual Report 2022 39

Change in the 2022

2021 reporting year

reporting year compared to the

5. Comparative presentation of remuneration and earnings development

Annual change in % Change in the 2021

The following table shows the relative development of the remuneration of the members of the Management Board, the Supervisory Board, the other employees, and the development of the Company's earnings on the basis of selected key earnings figures.

Andrés Martin-Birner + 284.41 – 56.4 Timm Armbrust + 282.01 – 56.3

Ralf Kindermann (Chair) – – Dr. Michael Weber (Deputy Chair) – – Bettina Curtze – – Sylvio Eichhorst – –

Net income of Bike24 Holding AG2 – 20,562.1 – 98.4 Adjusted EBITDA + 14.5 – 68.4

Employees of the Company3 + 11.7 + 14.0

¹ Pursuant to Section 162 (1) sentence 2 no.1 AktG, all remuneration components subject to disclosure must be included in the vertical comparison.

Due to the merger of Bike24 Support GmbH into Bike24 Holding AG, the change in the 2021 reporting year is not comparable.

reporting year compared to the

2020 reporting year

(vertical comparison)

Management Board

Supervisory Board

Key earnings figures

2

3

Comparative presentation of annual changes (vertical comparison)

Average remuneration of employees on a full-time equivalent basis

The figure for the previous year has therefore been adjusted by the LTI component.

All employees of the Bike24 Group except for the management body/Management Board

(vertical comparison)

Comparative presentation of annual changes (vertical comparison)

4. Remuneration of the members of the Supervisory Board

reporting year 2023 in accordance with Section 162 (1) AktG.

2022 in EUR k

their relative share, pursuant to section 162 AktG.

on a pro-rata basis.

their income.

Ralf Kindermann

Dr. Michael Weber

reporting year receive one-twelfth of the agreed remuneration for each month in office or part thereof.

Pursuant to Section 12 of the Articles of Association of Bike24, the ordinary members of the Supervisory Board receive fixed remuneration of EUR 20 k for each reporting year. The Chairman of the Supervisory Board receives a fixed remuneration amount of EUR 35 k, and the Deputy Chairman receives EUR 25 k. Supervisory Board members who were not in office for the entire

Supervisory Board members who serve as Chairman of a committee receive additional annual fixed remuneration of EUR 7.5 k for this service. The Chairman of the Audit Committee receives EUR 10 k. Supervisory Board members who are members of a committee but do not serve as Chairman of the committee receive additional annual remuneration of EUR 5 k for this membership. Insofar as the function of Chairman or membership is not exercised for the entire reporting year, remuneration is granted

The members of the Supervisory Board are also reimbursed for any expenses incurred and for any value-added tax payable on

The fixed remuneration and the remuneration for committee work are due at the end of the respective fiscal year and are paid in the following fiscal year. The payment of the fixed remuneration and the committee remuneration for the 2022 reporting year will be made in the reporting year 2023 and will be added to the remuneration granted and owed in the Remuneration Report for the

The following table shows the payment of the remuneration components granted and owed in the 2022 reporting year, including

2022 in % 2022

(Vorsitzender) 20 74 7 26 28 100

(stellv. Vorsitzender) 15 83 3 17 18 100 Bettina Curtze 12 80 3 20 15 100 Sylvio Eichhorst 12 67 6 33 18 100 Total remuneration 58 75 19 25 77 100

Basic remuneration Committee remuneration Total remuneration

2022 in % 2022

in EUR k

2022 in %

in EUR k

	The following table shows the relative development of the remuneration of the members of the Management Board, the Supervisory Board, the other employees, and the development of the Company's earnings on the basis of selected key earnings figures.
Comparative presentation of annual changes (vertical comparison)
Annual change in %	Change in the 2021 reporting year compared to the 2020 reporting year	Change in the 2022 reporting year compared to the 2021 reporting year
Management Board
Andrés Martin-Birner	+ 284.41	– 56.4
Timm Armbrust	+ 282.01	– 56.3
Supervisory Board
Ralf Kindermann (Chair)	–	–
Dr. Michael Weber (Deputy Chair)	–	–
Bettina Curtze	–	–
Sylvio Eichhorst	–	–
Key earnings figures
Net income of Bike24 Holding AG2	– 20,562.1	– 98.4
Adjusted EBITDA	+ 14.5	– 68.4
Average remuneration of employees on a full-time equivalent basis
Employees of the Company3	+ 11.7	+ 14.0
1 Pursuant to Section 162 (1) sentence 2 no.1 AktG, all remuneration components subject to disclosure must be included in the vertical comparison. The figure for the previous year has therefore been adjusted by the LTI component. Due to the merger of Bike24 Support GmbH into Bike24 Holding AG, the change in the 2021 reporting year is not comparable. All employees of the Bike24 Group except for the management body/Management Board

INDEPENDENT AUDITOR'S ASSURANCE REPORT ON EXAMINATION OF THE REMUNERATION REPORT PURSUANT TO SECTION 162 (3) AKTG

14 BIKE24 | Remuneration Report 2022

To Bike24 Holding AG, Dresden,

Opinion

We have formally examined the remuneration report of Bike24 Holding AG for the financial year from 1 January to 31 December 2022 to determine whether the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the remuneration report. In accordance with Section 162 (3) AktG, we have not examined the content of the remuneration report.

In our opinion, the accompanying remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG. Our opinion does not cover the content of the remuneration report.

Basis for Opinion

We conducted our examination of the remuneration report in compliance with Section 162 (3) AktG taking into account the IDW assurance standard: Examination of the remuneration report pursuant to Section 162 (3) AktG (IDW AsS 870 (08.2021). Our responsibilities under this regulation and this standard are further described in the "Our Responsibilities" section of our assurance report. Our audit firm has applied the IDW Standard on Quality Management 1: Requirements for Quality Management in Audit Firms (IDW QS 1). We have complied with our professional duties pursuant to the German Public Accountants Act [WPO] and the Professional Charter for Auditors/Chartered Accountants [BS WP/vBP], including the independence requirements.

Responsibilities of the Management Board and the Supervisory Board

The management and the Supervisory Board of Bike24 Holding AG are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of Section 162 AktG. The management and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of the remuneration report that is free from material misstatement, whether due to fraud (i.e., fraudulent financial reporting and misappropriation of assets) or error.

Our Responsibilities

Our objectives are to obtain reasonable assurance about whether the remuneration report complies, in all material respects, with the disclosure requirements pursuant to Section 162 (1) and (2) AktG, and to issue an assurance report that includes our opinion.

We planned and performed our examination to obtain evidence about the formal completeness of the remuneration report by comparing the disclosures made in the remuneration report with the disclosures required by Section 162 (1) and (2) AktG. In accordance with Section 162 (3) AktG, we have not examined whether the disclosures are correct or individual disclosures are complete or whether the remuneration report is fairly presented.

Handling Potential Misleading Presentations

In connection with our examination our responsibility is to read the remuneration report by taking into account the findings of the audit of the annual financial statements and, in doing so, remain alert for indications of misleading presentations in the remuneration report to determine whether the disclosures are correct or individual disclosures are complete or whether the remuneration report is fairly presented.

If, based on the work we have performed, we conclude that there is such misrepresentation, we are required to report that fact. We have nothing to report in this regard.

BIKE24 | Remuneration Report 2022 15

Dresden, 29 March 2023

KPMG AG Wirtschaftsprüfungsgesellschaft [Original German version signed by:]

Lucas Leser Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [German Public Auditor]

BIKE24 | Remuneration Report 2022 4

ir@bike24.ne^t

Bike24 Holding AG, Breitscheidstrasse 40, 01237 Dresden, Germany