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Convenience Translation*
COMPLIANCE STATEMENT 2024
Statement by the Management Board and the Supervisory Board of Bike24 Holding
AG pursuant to section 161 of the German Stock Corporation Act (Aktiengesetz;
AktG) on compliance with the German Corporate Governance Code (Deutscher
Corporate Governance Kodex)
The Management Board and the Supervisory Board of Bike24 Holding AG (“Bike24”) hereby declare
pursuant to section 161 AktG that since the issue of the last Compliance Statement in November
2024 (in the form of the update of January 2025), Bike24 has complied and continues to comply with
the recommendations of the German Corporate Governance Code (“Code”), as amended on April
28, 2022, published in the German Federal Gazette (Bundesanzeiger) on June 27, 2022 with the
following exceptions:
Section B.1 of the Code
According to the recommendation under Section B.1 when appointing Management Board
members, the Supervisory Board shall take diversity into account.
Bike24 values diversity across its entire organization. However, with respect to the current
composition of the Management Board, the Supervisory Board of the company on the one
hand took into account the specific character of Bike24 as a business that is historically
strongly influenced by its founders as well as by continuity. The Supervisory Board prioritized
the experience and expertise of Andrés Martin-Birner, one of the co-founders of the
company,. He already served as managing directors of the company before its change in
legal form into a German stock corporation (Aktiengesellschaft). Besides, when looking into
the successor for Mr. Armbrust, the Supervisory Board has taken into account that Sylvio
Eichhorst already knew the company well from his many years as chairman of the Audit
Committee. Furthermore, the Supervisory Board intended to maintain a lean and efficient
management structure.
Section C.4 of the Code
According to the recommendation under Section C.4, a Supervisory Board member who is
not a member of any Management Board of a listed company shall not accept more than five
Supervisory Board mandates at non-group listed companies or comparable functions, with
an appointment as chair of the Supervisory Board being counted twice.
In the opinion of the Management Board and the Supervisory Board, the total number of
Supervisory Board mandates held or the Supervisory Board chairmanships in non-group
listed companies and comparable functions should be assessed more appropriately on a
case-by-case basis than by means of a rigid limitation. As long as it is ensured that a member
of the Supervisory Board of Bike24 has sufficient time to exercise this Supervisory Board
mandate with due regularity and care, a deviation from the recommendation under Section
C.4 may appear appropriate in individual cases, taking into account all relevant aspects of
the respective circumstances. Rather than regarding the recommended maximum number of
mandates for Supervisory Board members as a fixed upper limit, a judgment on whether the
number of relevant mandates is appropriate as defined by the Code should be made on a
case-by-case basis. This assessment should consider the anticipated workload arising from
the accepted mandates, which may differ from case to case.
*This document is a convenience translation of the German original. In case of discrepancy between the English and German versions,
the German version shall prevail.
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Sections G.7 sentence 1 of the Code
According to the recommendation under Section G.7 sentence 1, the Supervisory Board shall
determine the performance criteria for all variable compensation components of each member of the
Management Board for the upcoming financial year which – in addition to operational targets – shall
be primarily based on strategic targets.
The Supervisory Board of Bike24 generally sets the relevant targets for variable remuneration by
March 31 of the relevant fiscal year at the latest. The background to this is the nature of Bike24 as
a long-established, historically owner-managed enterprise whose budget and business planning for
the current year is regularly only finalized once the final business figures for the previous year are
available. Setting targets based on the final business figures for the previous year ensures that the
performance criteria are realistic, measurable, and comprehensible.
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Dresden, November 2025
For the Management Board
Andres Martin-Birner
Sylvio Eichhorst
For the Supervisory Board
Ralf Kindermann
