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Bike24 Holding AG
Remuneration Information • Mar 26, 2025
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Remuneration Information
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REMUNERATION REPORT 2024
BUILD YOUR RIDE
1 BIKE24 | Renumeration Report 2024
Remuneration Report
1. Introduction and review of the 2024 reporting year
1.1. Introduction
The Remuneration Report of Bike24 Holding AG, Dresden (hereinafter referred to as "BIKE24" or the "Company") for the 2024 reporting year includes individualized information about the remuneration granted and owed to members of the Management Board and the Supervisory Board of the Company as well as explanations of the underlying remuneration system. 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 and the statutory auditor's report on the formal audit performed are available on the Company's website at: https://corporate.bike24.com/en. Further information on the Company's current remuneration system is also available on the Company's corporate website.
1.2. Review of the 2024 reporting year
The 2024 financial year was marked by ongoing geopolitical challenges, particularly due to Russia's continued war of aggression against Ukraine and the escalating conflict in the Middle East, which intensified in October 2023. These factors impacted consumer sentiment, especially in the bicycle business. As a result, despite some improvements, the financial year fell short of expectations. Nevertheless, the Company achieved a positive adjusted EBITDA in 2024. In light of economic difficulties, the supervisory board suspended the planned increase in management board compensation, originally set for early 2024, for a period of six months. However, recognizing the excellent performance of the management board members, the supervisory board proceeded with the increase in the second half of the year, not least due to the Company's economic recovery.
The Remuneration Report for the 2024 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 14, 2024, 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 2023 reporting year with a majority of 89.53 %. Due to the high level of approval of the Remuneration Report, no changes were made to the remuneration system, its implementation, or the way it is reported in the 2024 reporting year.
At the beginning of the 2024 reporting year, the new Management Board service contracts concluded in the 2023 reporting year came into force and replaced the existing management board service contracts.
BIKE24 | Annual Report 2024 29
2. Remuneration system for members of the Management Board
the Management Board.
target of the Company.
of the remuneration system is reported on the following pages.
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 include 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 the long-term variable remuneration also significantly exceeds the portion of the 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
In extraordinary circumstances (e. g., during a severe economic crisis), the Supervisory Board may temporarily deviate from the remuneration system if this is in the long-term interest of the Company. The supplementary remuneration components may not
The remuneration system for the Management Board 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. The remuneration system applicable for the fiscal year was approved by the Annual General Meeting on June 21, 2022, with an approval rate of 88.43 %. The structure
exceed 100 % of the annual base salary and must be in line with the target and maximum remuneration requirements.
2. Remuneration system for members of the Management Board
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 include 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.
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 the long-term variable remuneration also significantly exceeds the portion of the 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.
In extraordinary circumstances (e. g., during a severe economic crisis), the Supervisory Board may temporarily deviate from the remuneration system if this is in the long-term interest of the Company. The supplementary remuneration components may not exceed 100 % of the annual base salary and must be in line with the target and maximum remuneration requirements.
The remuneration system for the Management Board 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. The remuneration system applicable for the fiscal year was approved by the Annual General Meeting on June 21, 2022, with an approval rate of 88.43 %. The structure of the remuneration system is reported on the following pages.
28 BIKE24 | Annual Report 2024
1. Introduction and review of the 2024 reporting year
Remuneration Report
The Remuneration Report of Bike24 Holding AG, Dresden (hereinafter referred to as "BIKE24" or the "Company") for the 2024 reporting year includes individualized information about the remuneration granted and owed to members of the Management Board and the Supervisory Board of the Company as well as explanations of the underlying remuneration system. 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 and the statutory auditor's report on the formal audit performed are available on the Company's website at: https://corporate.bike24.com/en. Further information
The 2024 financial year was marked by ongoing geopolitical challenges, particularly due to Russia's continued war of aggression against Ukraine and the escalating conflict in the Middle East, which intensified in October 2023. These factors impacted consumer sentiment, especially in the bicycle business. As a result, despite some improvements, the financial year fell short of expectations. Nevertheless, the Company achieved a positive adjusted EBITDA in 2024. In light of economic difficulties, the supervisory board suspended the planned increase in management board compensation, originally set for early 2024, for a period of six months. However, recognizing the excellent performance of the management board members, the supervisory board proceeded with the
The Remuneration Report for the 2024 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 14, 2024, 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 2023 reporting year with a majority of 89.53 %. Due to the high level of approval of the Remuneration Report, no changes were made to the remuneration system, its implementation, or the
At the beginning of the 2024 reporting year, the new Management Board service contracts concluded in the 2023 reporting year
on the Company's current remuneration system is also available on the Company's corporate website.
increase in the second half of the year, not least due to the Company's economic recovery.
came into force and replaced the existing management board service contracts.
1.1. Introduction
1.2. Review of the 2024 reporting year
way it is reported in the 2024 reporting year.
3. Remuneration of the members of the Management Board
3.1. Management Board remuneration in the 2024 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 2024 reporting year, the structure of the individual remuneration components, and the targets on which they are based.
3.2. Performance-independent remuneration
Management Board received base remuneration of EUR 267 k.
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)
In addition to base remuneration, performance-independent remuneration includes fringe benefits and retirement benefit plans.
The base annual remuneration is paid monthly in twelve equal installments. In the 2024 reporting year, each member of the
In addition to their base 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 base remuneration for the reporting year in question. The Supervisory Board may grant compensatory payments 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
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 base remuneration, the Management Board member has a fixed monthly amount at their 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 the base remuneration.
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 agreed upon annually by March 31 of the current reporting year at the latest and comprise 70 % quantitative targets as well as 30 % qualitative targets. The performance criteria for the quantitative targets consist of the consolidated EBITDA figure adjusted for one-time effects ("Adjusted EBITDA") and a portion or all of the following 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 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 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.
Management Board remuneration system 2024
| Component | Design | |
|---|---|---|
| Performance-independent remuneration | ||
| Base remuneration | Contractually agreed fixed base 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-related annual bonus Cap: 150 % of the target amount Target amount at 100 % Two target dimensions (weighting): – 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 | ||
| Penalty/clawback | Possibility of withholding or clawing back performance-related remuneration components in the event of inaccurate consolidated financial statements or compliance breaches |
|
| Maximum remuneration | The maximum compensation for an individual member of the Management Board is EUR 2,000,000. | |
| Post-contractual non-competition clause | Two-year non-compete clause after leaving the Management Board, with payment of a compensation 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 compensate more than the remaining term of the service contract |
1 Corresponds to the adjusted EBITDA as stated in the combined management report.
2 The revenue targets are measured against the consolidated revenue of the BIKE24-Group, which is prepared in accordance with the published
BIKE24 | Annual Report 2024 31
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 base remuneration, performance-independent remuneration includes fringe benefits and retirement benefit plans.
The base annual remuneration is paid monthly in twelve equal installments. In the 2024 reporting year, each member of the Management Board received base remuneration of EUR 267 k.
In addition to their base 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 base remuneration for the reporting year in question. The Supervisory Board may grant compensatory payments 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 base remuneration, the Management Board member has a fixed monthly amount at their 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 the base remuneration.
3.3. Performance-related remuneration
30 BIKE24 | Annual Report 2024
of employment
1
2
they are based.
Management Board remuneration system 2024
Fringe benefits Company bicycle
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
Corresponds to the adjusted EBITDA as stated in the combined management report.
(annual bonus)
3. Remuneration of the members of the Management Board
3.1. Management Board remuneration in the 2024 reporting year at a glance
Base remuneration Contractually agreed fixed base annual remuneration
Retirement benefits Monthly contribution to private retirement benefit plan
The following table provides an overview of the components of the remuneration system applicable to the active members of the Management Board in the 2024 reporting year, the structure of the individual remuneration components, and the targets on which
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
event of inaccurate consolidated financial statements or compliance breaches
amounting to 50 % of the most recent contractual remuneration received
Any severance payments are limited to two years' remuneration and may not compensate more than
Payment in twelve monthly installments
Monthly contribution to direct insurance
Performance-related annual bonus Cap: 150 % of the target amount Target amount at 100 %
Two target dimensions (weighting): – Quantitative performance targets (70 %):
– Qualitative performance targets (30 %):
Three equally weighted target dimensions: – Strategic targets (including ESG targets)
Penalty/clawback Possibility of withholding or clawing back performance-related remuneration components in the
Maximum remuneration The maximum compensation for an individual member of the Management Board is EUR 2,000,000. Post-contractual non-competition clause Two-year non-compete clause after leaving the Management Board, with payment of a compensation
the remaining term of the service contract
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).
Share-based long-term remuneration
Adjusted EBITDA1
Revenue targets2
Strategic targets
Term of 10 years Waiting period of 4 years
– Financial targets and
Allowances for insurance
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 agreed upon annually by March 31 of the current reporting year at the latest and comprise 70 % quantitative targets as well as 30 % qualitative targets. The performance criteria for the quantitative targets consist of the consolidated EBITDA figure adjusted for one-time effects ("Adjusted EBITDA") and a portion or all of the following 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 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 2024 reporting year (annual bonus 2023) can be seen in the following overview:
Financial targets
| Performance criterion | Weighting of the 2023 reporting year in % |
Target values in EUR k (100 % target achievment) |
Actual values of the 2023 reporting year in EUR k |
Target achievement in % |
|---|---|---|---|---|
| Consolidated revenue according to IFRS 2023 | 50 | 275,000 | 226,300 | 0 |
| Adjusted EBITDA 2023 | 50 | 4,900 | – 2,900 | 0 |
| Financial target achievement | 0 |
Non-financial targets
| Performance criterion | Weighting of the 2023 reporting year in % |
Target values in & (100 % target achievment) |
Actual values in % 2023 reporting year |
Target achievement in % |
|---|---|---|---|---|
| Expansion of the "Full-Bikes" product segment | 50 | 28 | 24.6 | 80 |
| Tapping into new European bicycle markets | 50 | 37 | 17.8 | 39 |
| Non-financial target achievement | 59.5 |
Total target achievement
| Performance criterion | Weighting of the 2023 reporting year in % |
Target achievement in % |
|---|---|---|
| Financial targets | 70 | 0 |
| Non-financial targets | 30 | 59.5 |
| Total target achievement | 0 |
This resulted in the following target achievement per active Management Board member for the 2023 annual bonus:
| Name of the Management Board member | Target amount in EUR k (100 % target achievement) |
Target achievement in % |
Amount paid out in EUR k |
|---|---|---|---|
| Andrés Martin-Birner | 50 | 0 | 0 |
| Timm Armbrust | 50 | 0 | 0 |
As achievement of both targets was below 70 %, the Management Board member has not received a bonus under the applicable remuneration system and STI rules.
According to the interpretation of Section 162 (1) AktG used here, the annual bonus for 2024 will be "granted" or "owed" in the 2025 reporting year, which is why we will report on the annual bonus for 2024 in the Remuneration Report for the fiscal year 2025.
BIKE24 | Annual Report 2024 33
3.3.2. Long-term variable remuneration (Equity-Settled Stock Options Program)
The number of tranche stock options to be granted for a reporting year depends on the following targets:
- A certain increase in the stock exchange price of the BIKE24 share within the previous calendar year.
protection, supply chain), with the help of which it defines one or more targets from the ESG area.
overall target achievement in equal proportions (one-third in each case).
are then used to determine whether the target has been specifically achieved.
achievement of targets for performance.
-
Strategic targets (including ESG targets)
-
Financial targets
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 (stock option program 2021). 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
The targets are set annually – generally by the end of March of the relevant fiscal year at the latest – and are included in the
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 realization at specific points in time on the timeline) 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
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
The performance criteria used for the financial targets are organic consolidated revenue growth and adjusted Group 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 consoli-
dated financial statements and management commentary for the respective reporting year are used as actual values.
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 (stock option program 2021). 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:
-
- Strategic targets (including ESG targets)
-
- Financial targets
32 BIKE24 | Annual Report 2024
remuneration system and STI rules.
The performance criterion for the remuneration granted within the meaning of Section 162 (1) AktG in the 2024 reporting year
in %
in %
Expansion of the "Full-Bikes" product segment 50 28 24.6 80 Tapping into new European bicycle markets 50 37 17.8 39 Non-financial target achievement 59.5
Financial targets 70 0 Non-financial targets 30 59.5 Total target achievement 0
Andrés Martin-Birner 50 0 0 Timm Armbrust 50 0 0
As achievement of both targets was below 70 %, the Management Board member has not received a bonus under the applicable
According to the interpretation of Section 162 (1) AktG used here, the annual bonus for 2024 will be "granted" or "owed" in the 2025 reporting year, which is why we will report on the annual bonus for 2024 in the Remuneration Report for the fiscal year 2025.
This resulted in the following target achievement per active Management Board member for the 2023 annual bonus:
Consolidated revenue according to IFRS 2023 50 275,000 226,300 0 Adjusted EBITDA 2023 50 4,900 – 2,900 0 Financial target achievement 0
Target values in EUR k (100 % target achievment)
Target values in & (100 % target achievment)
2023 reporting year
(100 % target achievement)
in %
Actual values of the 2023 reporting year
Actual values in % 2023 reporting year
Target achievement
in %
in EUR k
Target achievement
Target achievement
Target achievement in %
Amount paid out in EUR k
in %
in %
2023 reporting year
2023 reporting year
(annual bonus 2023) can be seen in the following overview:
Performance criterion Weighting of the
Performance criterion Weighting of the
Performance criterion Weighting of the
Name of the Management Board member Target amount in EUR k
Financial targets
Non-financial targets
Total target achievement
- 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).
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 realization at specific points in time on the timeline) 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 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 Group 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 commentary 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.
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.
BIKE24 | Annual Report 2024 35
Target achievement
Target achievement
Number of stock options to be granted
21,519
Price in EUR* Target achievement
Anticipated option profit in EUR
15.49
100 %
The following tables show the performance criteria set by the Supervisory Board for the stock options granted for the reporting
Target value
Target price in EUR (100 % target achievement)
Target achievement
Target amount in EUR k
Actual values of the 2023 reporting year
(100 % target achievement)
Organic consolidated revenue growth 5.0 % – 13.5 % 0 % Group EBITDA 1.8 % – 1.3 % 0 % Total 0 %
Stock price increase of 7.5 % 4.30 1.50 0 %
Based on the target achievement presented, the number of stock options to be granted for the third tranche was as follows:
Timm Armbrust 1,000 33 % 333 21,519
The fourth tranche was issued to the members of the Management Board in March 2024 with an exercise price of EUR 1.53.
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
Target amount in EUR k (100 % target achievement)
Andrés Martin-Birner 1,000 33 % 333
term. After that, they expire automatically and without compensation.
Volume-weighted average of closing prices in XETRA trading in December 2023
year within the meaning of Section 162 (1) AktG.
Implementation of a sustainability filter for certain product groups
Tapping into new European bicycle markets Expansion of the "Full-Bikes" product segment
Strategic targets
Financial targets
Stock price development target
Name of the Management Board
member
*
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 | |
|---|---|
| Strategic targets | |
| Tapping into new European bicycle markets | |
| Expansion of the "Full-Bikes" product segment | 100 % |
| Implementation of a sustainability filter for certain product groups |
| Target value (100 % target achievement) |
Actual values of the 2023 reporting year |
Target achievement | |
|---|---|---|---|
| Financial targets | |||
| Organic consolidated revenue growth | 5.0 % | – 13.5 % | 0 % |
| Group EBITDA | 1.8 % | – 1.3 % | 0 % |
| Total | 0 % | ||
| Target price in EUR | Price in EUR* | Target achievement |
| (100 % target achievement) | ||||
|---|---|---|---|---|
| Stock price development target | ||||
| Stock price increase of 7.5 % | 4.30 | 1.50 | 0 % |
Based on the target achievement presented, the number of stock options to be granted for the third 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 | 33 % | 333 | 15.49 | 21,519 |
| Timm Armbrust | 1,000 | 33 % | 333 | 21,519 |
The fourth tranche was issued to the members of the Management Board in March 2024 with an exercise price of EUR 1.53.
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.
34 BIKE24 | Annual Report 2024
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
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
(or a comparable successor system) during the last month of the financial year preceding the fiscal year in question.
AG stock program, a maximum of 780,000 stock options will be issued to members of the Management Board.
* Volume-weighted average of closing prices in XETRA trading in December 2023
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 waiting period are settled either in cash or in stock of the acquirer, depending on the Company's decision.
3.5. Target and maximum remuneration
ration. It provides for the following ranges:
of performance-related remuneration is 63 % to 83 %.
options.
Target remuneration
Performance-independent remuneration
Performance-related remuneration
The remuneration system determines the share of the annual base remuneration, the STI, and the LTI in the total target remune-
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 %
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 2024 reporting year, excluding fringe benefits, retirement benefit plan commitments, compensation payments, and granting of stock
Base remuneration 267 20 267 20 Total 267 20 267 20
Annual bonus 50 4 50 4 Equity-Settled Stock Options Program 1,000 76 1,000 76 Total 1,050 80 1,050 80 Total remuneration 1,317 100 1,317 100
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) (2) (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 2024 reporting year can be exercised in 2028 at the earliest. The maximum remuneration is reviewed
and reported in the Remuneration Report of the fiscal year affected by the exercise.
Andrés Martin-Birner Timm Armbrust
2024 in EUR k 2024 in % 2024 in EUR k 2024 in %
For the fourth tranche issued in the 2024 reporting year, a total of 43,038 stock options were allocated to the members of the Management Board:
| Name of the Management Board member |
Number as of January 1, 2024 |
Options granted or promised in the 2024 reporting year |
Fair value upon option grant in EUR k |
Options exercised in reporting year 2024 |
Options expired in reporting year 2024 |
Number as of December 31, 2024 |
|---|---|---|---|---|---|---|
| Andrés Martin-Birner | 151,991 | 21,519 | 22 | – | – | 173,510 |
| Timm Armbrust | 151,991 | 21,519 | 22 | – | – | 173,510 |
The outstanding stock options of the members of the Management Board are divided among the various issue tranches as follows:
| Exercise price in EUR | Andrés Martin-Birner Number of outstanding options |
Timm Armbrust Number of outstanding options |
|---|---|---|
| 15.00 | 64,517 | 64,517 |
| 18.35 | 64,517 | 64,517 |
| 3.31 | 22,957 | 22,957 |
| 1.53 | 21,519 | 21,519 |
By resolution of the Annual General Meeting on June 14, 2024, the previous Stock Option Program 2021 (original program end December 31, 2024) was canceled and replaced by the new Stock Option Program 2024. In the first tranche of the 2024 Stock Option Program set up for the 2024 reporting year, the members of the Management Board will be allocated further shares in April 2025. This allocation will be "granted" or "owed" in the 2025 reporting year, in accordance with the understanding of Section 162 (1) AktG on which this is based. The corresponding reporting will be provided in the compensation report for the 2025 reporting year.
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 2024 reporting year.
BIKE24 | Annual Report 2024 37
* Date of granting of options within the meaning of IFRS 2.
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 remuneration. 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 % |
Accordingly, the share of performance-independent remuneration in the total target remuneration is 17 % to 37 %, and the share of performance-related remuneration is 63 % to 83 %.
The following table shows the respective target remuneration of the active members of the Management Board for the 2024 reporting year, excluding fringe benefits, retirement benefit plan commitments, compensation payments, and granting of stock options.
Target remuneration
36 BIKE24 | Annual Report 2024
Date of granting of options within the meaning of IFRS 2.
*
2025 reporting year.
decision.
Name of the Management Board
member
Management Board:
Number as of January 1, 2024
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 waiting period are settled either in cash or in stock of the acquirer, depending on the Company's
For the fourth tranche issued in the 2024 reporting year, a total of 43,038 stock options were allocated to the members of the
Andrés Martin-Birner 151,991 21,519 22 – – 173,510 Timm Armbrust 151,991 21,519 22 – – 173,510
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 March 29, 2023 3.31 22,957 22,957 March 21, 2024 1.53 21,519 21,519
By resolution of the Annual General Meeting on June 14, 2024, the previous Stock Option Program 2021 (original program end December 31, 2024) was canceled and replaced by the new Stock Option Program 2024. In the first tranche of the 2024 Stock Option Program set up for the 2024 reporting year, the members of the Management Board will be allocated further shares in April 2025. This allocation will be "granted" or "owed" in the 2025 reporting year, in accordance with the understanding of Section 162 (1) AktG on which this is based. The corresponding reporting will be provided in the compensation report for the
With regard to their activities on the Management Board of BIKE24, the members of the Management Board neither received nor
Fair value upon option grant in EUR k Options exercised in reporting year
Number of outstanding options
2024
Options expired in reporting year
2024
Number as of December 31, 2024
Timm Armbrust
Number of outstanding options
Options granted or promised in the 2024 reporting year
Tranche Exercise price in EUR Andrés Martin-Birner
3.4. Remuneration paid by third parties for Management Board activities
were promised any benefits from third parties in the 2024 reporting year.
| Andrés Martin-Birner | Timm Armbrust | |||
|---|---|---|---|---|
| 2024 in EUR k | 2024 in % | 2024 in EUR k | 2024 in % | |
| Performance-independent remuneration | ||||
| Base remuneration | 267 | 20 | 267 | 20 |
| Total | 267 | 20 | 267 | 20 |
| Performance-related remuneration | ||||
| Annual bonus | 50 | 4 | 50 | 4 |
| Equity-Settled Stock Options Program | 1,000 | 76 | 1,000 | 76 |
| Total | 1,050 | 80 | 1,050 | 80 |
| Total remuneration | 1,317 | 100 | 1,317 | 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) (2) (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 2024 reporting year can be exercised in 2028 at the earliest. The maximum remuneration is reviewed and reported in the Remuneration Report of the fiscal year affected by the exercise.
3.6. Review of the appropriateness of Management Board remuneration
The Supervisory Board regularly reviews the appropriateness of the Management Board remuneration. To this end, the Supervisory Board also consults external advisors on specific occasions (e. g. before extending employment contracts with members of the Management Board, in the event of changes to the remuneration system).
3.9. Post-contractual non-compete clause
in accordance with IFRS.
Performance-independent remuneration
Performance-related remuneration
When leaving the Management Board, the members of the BIKE24 Management Board shall be subject to a two-year non-compete clause, with it also being possible for the Company to waive the non-compete clause or for there to be the release of the Company from the non-compete clause provided for by contract. The departing members of the Management Board will be paid half of their
3.10. Amount of individual remuneration of members of the Management Board in the 2024 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 2024 reporting year. In this context, the remuneration granted and owed within the meaning of Section 162 (1) AktG includes the base annual remuneration paid in the 2024 reporting year, the fringe benefits accrued, the retirement benefit plan contributions, the one-time special bonus, and the fair value of the stock options granted determined
Base remuneration 267 88 267 88 Fringe benefits 5 2 5 2 Retirement benefits 10 3 10 3 Total 282 93 282 93
Annual bonus – – – – Equity-Settled Stock Options Program 22 7 22 7 Total 22 7 22 7 Total remuneration 304 100 304 100
Andrés Martin-Birner Timm Armbrust
2024 in EUR k 2024 in % 2024 in EUR k 2024 in %
last contractual remuneration as compensation for the period of the non-compete clause.
Remuneration granted and owed to active members of the Management Board
A vertical remuneration comparison is regularly carried out, in which the relationship between the amount and structure of Management Board remuneration and the remuneration of senior management and the workforce as a whole is assessed. In addition to a status quo analysis, the vertical comparison also takes into account the development of remuneration ratios over time. Moreover, the level and structure of remuneration are assessed based on Bike24 Holding AG's positioning in a comparable market (horizontal comparison). The comparative market consists of selected companies of comparable size from the e-commerce and start-up sector in Germany as well as a European competitor listed on a foreign stock exchange. The horizontal comparison includes a comparison of the target and maximum remuneration. In addition to the fixed remuneration, the short and long-term remuneration components and, if available, the company retirement benefit are also examined as remuneration elements.
3.7. 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 2024 reporting year, the Supervisory Board has not identified any reason to make use of the option provided for in the remuneration system.
3.8. 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.
BIKE24 | Annual Report 2024 39
No early termination benefits were granted in the 2024 reporting year.
3.9. Post-contractual non-compete clause
38 BIKE24 | Annual Report 2024
elements.
3.7. Penalty and clawback rules
remuneration system.
3.6. Review of the appropriateness of Management Board remuneration
members of the Management Board, in the event of changes to the remuneration system).
The Supervisory Board regularly reviews the appropriateness of the Management Board remuneration. To this end, the Supervisory Board also consults external advisors on specific occasions (e. g. before extending employment contracts with
A vertical remuneration comparison is regularly carried out, in which the relationship between the amount and structure of Management Board remuneration and the remuneration of senior management and the workforce as a whole is assessed. In addition to a status quo analysis, the vertical comparison also takes into account the development of remuneration ratios over time. Moreover, the level and structure of remuneration are assessed based on Bike24 Holding AG's positioning in a comparable market (horizontal comparison). The comparative market consists of selected companies of comparable size from the e-commerce and start-up sector in Germany as well as a European competitor listed on a foreign stock exchange. The horizontal comparison includes a comparison of the target and maximum remuneration. In addition to the fixed remuneration, the short and long-term remuneration components and, if available, the company retirement benefit are also examined as remuneration
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
In the 2024 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
components, in whole or in part. Withholding or clawback is at the discretion of the Supervisory Board.
3.8. Benefits in case of premature termination of employment
No early termination benefits were granted in the 2024 reporting year.
the Company under a 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-compete clause, with it also being possible for the Company to waive the non-compete clause or for there to be the release of the Company from the non-compete 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-compete clause.
3.10. Amount of individual remuneration of members of the Management Board in the 2024 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 2024 reporting year. In this context, the remuneration granted and owed within the meaning of Section 162 (1) AktG includes the base annual remuneration paid in the 2024 reporting year, the fringe benefits accrued, the retirement benefit plan contributions, the one-time special bonus, 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
| Andrés Martin-Birner | Timm Armbrust | |||
|---|---|---|---|---|
| 2024 in EUR k | 2024 in % | 2024 in EUR k | 2024 in % | |
| Performance-independent remuneration | ||||
| Base remuneration | 267 | 88 | 267 | 88 |
| Fringe benefits | 5 | 2 | 5 | 2 |
| Retirement benefits | 10 | 3 | 10 | 3 |
| Total | 282 | 93 | 282 | 93 |
| Performance-related remuneration | ||||
| Annual bonus | – | – | – | – |
| Equity-Settled Stock Options Program | 22 | 7 | 22 | 7 |
| Total | 22 | 7 | 22 | 7 |
| Total remuneration | 304 | 100 | 304 | 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 2024 reporting year will be made in the reporting year 2025 according to the Articles of Association of the Company and will be added to the remuneration granted and owed in the Remuneration Report for the reporting year 2025 in accordance with Section 162 (1) AktG.
The following table shows the payment of the remuneration components granted and owed in the 2024 reporting year, including their relative share, pursuant to section 162 AktG.
| Base remuneration | Committee remuneration | Total remuneration | ||||
|---|---|---|---|---|---|---|
| 2024 in EUR k | 2024 in % | 2024 in EUR k | 2024 in % | 2024 in EUR k | 2024 in % | |
| Ralf Kindermann (Chairman) |
35 | 73 | 13 | 27 | 48 | 100 |
| Dr. Michael Weber (Deputy Chairman) |
25 | 71 | 10 | 29 | 35 | 100 |
| Bettina Curtze | 20 | 80 | 5 | 20 | 25 | 100 |
| Sylvio Eichhorst | 20 | 67 | 10 | 33 | 30 | 100 |
| Total remuneration | 100 | 73 | 38 | 27 | 138 | 100 |
BIKE24 | Annual Report 2024 41
5. Comparative presentation of remuneration and earnings development
The following table shows the relative development of the remuneration of the members of the Management Board, the Supervisory
reporting year compared to the 2020 reporting year
Andrés Martin-Birner + 284.4 – 56.3 – 22.7 – 3.71 Timm Armbrust + 282.0 – 56.3 – 22.2 – 4.37
Ralf Kindermann (Chairman) – – + 71.4 0 Dr. Michael Weber (Deputy Chairman) – – + 100.0 0 Bettina Curtze – – + 71.4 0 Sylvio Eichhorst – – + 71.4 0
Net income of Bike24 Holding AG – 20,562.12 – 98.4 – 37,301.9 – 86.8 Adjusted EBITDA + 14.5 – 68.4 – 130.1 – 283.3
on a full-time equivalent basis3 + 11.7 + 14.0 + 8.1 + 9.2
On behalf of Management Board On behalf of the Supervisory Board
(CEO) (CFO) (Chairman of the Supervisory Board)
signed by Andrés Martin-Birner signed by Timm Armbrust signed by Ralf Kindermann
The change in the reporting year 2021 is not comparable due to the merger from Bike24 Support GmbH to Bike24 Holding AG.
Change in the 2022 reporting year compared to the 2021 reporting year
Change in the 2023 reporting year compared to the 2022 reporting year
Change in the 2024 reporting year compared to the 2023 reporting year
Board, the other employees, and the development of the Company's earnings on the basis of selected key earnings figures.
(vertical comparison)
Management Board
Supervisory Board
Key earnings figures
1
2
3
Average remuneration of employees
Comparative presentation of annual changes (vertical comparison)
Annual change in % Change in the 2021
The information relates to the HGB annual financial statements of Bike24 Holding AG.
All employees of the Bike24-Group except for the management body/Management Board
5. Comparative presentation of remuneration and earnings development (vertical comparison)
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 |
Change in the 2023 reporting year compared to the 2022 reporting year |
Change in the 2024 reporting year compared to the 2023 reporting year |
|---|---|---|---|---|
| Management Board | ||||
| Andrés Martin-Birner | + 284.4 | – 56.3 | – 22.7 | – 3.71 |
| Timm Armbrust | + 282.0 | – 56.3 | – 22.2 | – 4.37 |
| Supervisory Board | ||||
| Ralf Kindermann (Chairman) | – | – | + 71.4 | 0 |
| Dr. Michael Weber (Deputy Chairman) | – | – | + 100.0 | 0 |
| Bettina Curtze | – | – | + 71.4 | 0 |
| Sylvio Eichhorst | – | – | + 71.4 | 0 |
| Key earnings figures | ||||
| Net income of Bike24 Holding AG | – 20,562.12 | – 98.4 | – 37,301.9 | – 86.8 |
| Adjusted EBITDA | + 14.5 | – 68.4 | – 130.1 | – 283.3 |
| Average remuneration of employees on a full-time equivalent basis3 |
+ 11.7 | + 14.0 | + 8.1 | + 9.2 |
| signed by Andrés Martin-Birner | signed by Timm Armbrust | signed by Ralf Kindermann |
|---|---|---|
40 BIKE24 | Annual Report 2024
on a pro-rata basis.
their relative share, pursuant to section 162 AktG.
their income.
Ralf Kindermann
Dr. Michael Weber
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
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 2024 reporting year will be made in the reporting year 2025 according to the Articles of Association of the Company and will be added to the remuneration
The following table shows the payment of the remuneration components granted and owed in the 2024 reporting year, including
(Chairman) 35 73 13 27 48 100
(Deputy Chairman) 25 71 10 29 35 100 Bettina Curtze 20 80 5 20 25 100 Sylvio Eichhorst 20 67 10 33 30 100 Total remuneration 100 73 38 27 138 100
Base remuneration Committee remuneration Total remuneration 2024 in EUR k 2024 in % 2024 in EUR k 2024 in % 2024 in EUR k 2024 in %
granted and owed in the Remuneration Report for the reporting year 2025 in accordance with Section 162 (1) AktG.
reporting year receive one-twelfth of the agreed remuneration for each month in office or part thereof.
On behalf of Management Board On behalf of the Supervisory Board
(CEO) (CFO) (Chairman of the Supervisory Board)
1 The information relates to the HGB annual financial statements of Bike24 Holding AG.
2 The change in the reporting year 2021 is not comparable due to the merger from Bike24 Support GmbH to Bike24 Holding AG.
3 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
To Bike24 Holding AG, Dresden
We have formally examined the remuneration report of Bike24 Holding AG for the financial year from 1. January 2024 to 31. December 2024 to determine whether the disclosures pursuant to Section 162 (1) and (2) AktG have been made in the remuneration report. In
In our opinion, the accompanying remuneration report complies, in all material respects, with the disclosure requirements pursuant
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 (09.2023). Our responsibilities under this regulation and this standard are further described in the "Our Responsibilities" section of our assurance report. We have applied the requirements of the IDW quality management standard: Requirements for quality management in audit firms (IDW QMS 1 (09.2022)). 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.
The management and the Supervisory Board of Bike24 Holding 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 misappro-
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
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
If, based on the work we have performed, we conclude that there is such misrepresentation, we are required to report that fact.
accordance with Section 162 (3) AktG, we have not examined the content of the remuneration report.
to Section 162 (1) and (2) AktG. Our opinion does not cover the content of the remuneration report.
Responsibilities of the Management Board and the Supervisory Board
Opinion
Basis for Opinion
priation of assets) or error.
report is fairly presented.
Dresden, March 25, 2025
Wirtschaftsprüfungsgesellschaft
KPMG AG
whether the remuneration report is fairly presented.
Handling Potential Misleading Presentations
We have nothing to report in this regard.
Lucas Leser
Wirtschaftsprüfer Wirtschaftsprüfer German Public Auditor German Public Auditor
Our Responsibilities
BIKE24 | Annual Report 2024 43
To Bike24 Holding AG, Dresden
Opinion
We have formally examined the remuneration report of Bike24 Holding AG for the financial year from 1. January 2024 to 31. December 2024 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 (09.2023). Our responsibilities under this regulation and this standard are further described in the "Our Responsibilities" section of our assurance report. We have applied the requirements of the IDW quality management standard: Requirements for quality management in audit firms (IDW QMS 1 (09.2022)). 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 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.
Dresden, March 25, 2025
42 BIKE24 | Annual Report 2024
INDEPENDENT AUDITOR'S ASSURANCE REPORT
ON EXAMINATION OF THE REMUNERATION REPORT
PURSUANT TO SECTION 162 (3) AKTG
KPMG AG Wirtschaftsprüfungsgesellschaft
Lucas Leser Wirtschaftsprüfer Wirtschaftsprüfer German Public Auditor German Public Auditor
BIKE24 | Annual Report 2024 43 BIKE24 | Renumeration Report 2024 17
CONTACT
Bike24 Holding AG, Breitscheidstrasse 40, 01237 Dresden, Germany
4 BIKE24 | Renumeration Report 2024
