Aplicación del plan de acción estratégico

ADVISING AND MONITORING MANAGEMENT

In the reporting period, the Supervisory Board of Lotto24 AG regularly monitored and advised the Executive Board in accordance with statutory obligations. The Supervisory Board was directly involv- ed in all decisions of the Executive Board which were of significance for the Company. The Executive Board regularly informed the Supervisory Board fully and promptly, in oral and written reports, about all material issues of business planning and strategic development, about the course of events, the Company’s current situation, including possible risks and the risk management system.

Above all, the Executive Board explained the development of the regulatory environment and the resulting effects on the course of business. The Executive Board provided all Supervisory Board mem- bers with comprehensive reports about the prevailing conditions, the financial development, the Company’s current situation and its business policy. Based on these reports of Lotto24 AG, the Super- visory Board was able to discuss in detail, monitor and advise on all important business activities. A total of five conference calls and four face-to-face meetings were held in fiscal year 2012, which were each attended by all members. Further resolutions concerning current topics were adopted by circular written consent.

Apart from the Supervisory Board meetings, the Chairman of the Supervisory Board was also regularly provided with detailed and up-to-date information by the Executive Board about significant business transactions and discussed various aspects of business policy with the Executive Board.

MAIN TOPICS OF DISCUSSION

The meetings of the Supervisory Board focused on the following topics:

– the development of sales and earnings, as well as the financial position, of Lotto24 AG, – corporate planning, including marketing, investment and personnel planning,

– the development of the regulatory and economic environment in Germany against the back- drop of the »First State Treaty to Revise the State Treaty on Games of Chance« (GlüÄndStV), which entered into force on 1 July 2012, and the legal disputes pertaining to it,

– the strategic alignment and growth strategy of Lotto24 AG, – the ongoing development of the early risk warning systems,

– discussion and consultation of all business transactions requiring approval and

– the continuous improvement of Corporate Governance and its adaptation to new statutory requirements.

COMMITTEES

In view of the fact that the Supervisory Board of Lotto24 AG consists of just three persons, in accord- ance with the company’s articles, the Supervisory Board has not formed any committees, and in particular no audit committee or nomination committee.

COMPOSITION OF THE SUPERVISORY BOARD

As of 2 May 2012, the Supervisory Board of Lotto24 AG comprises three members: Prof Willi Berchtold (Chairman), Managing Partner of CUATROB GmbH, Überlingen, Mr Jens Schumann (Deputy Chairman), Managing Director of Alecto GmbH, Berlin, and Mr Thorsten Hehl, Invest- ment Manager of Günther Holding GmbH, Hamburg.

CORPORATE GOVERNANCE AND DECLARATION OF CONFORMITY

The Supervisory Board discussed in detail the recommendations of the German Corporate Govern- ance Code. In September 2012, the Executive Board and Supervisory Board issued a Declaration of Conformity acc. to Sec. 161 of the German Stock Corporation Act (AktG) and made it permanently available to shareholders on the Company’s website www.lotto24-ag.de. The Declaration states that the Company complied and continues to comply with the recommendations of the German Corporate Governance Code with the following exceptions: the D&O insurance taken out for members of the Supervisory Board does not include a deductible; no committees have yet been formed; and there are no formal targets regarding the composition of the Supervisory Board.

In addition to their membership of the Supervisory Board of our Company, Prof Berchtold and Mr Schumann also have seats on the Supervisory Board of our former parent company Tipp24 SE. In the fiscal year 2012, there were no conflicts of interest arising from this matter or any other matter between the mandate of individual Supervisory Board members and their other activities.

According to our examinations, the Supervisory Board has a sufficient number of independent mem- bers. In accordance with Sec. 100 (5) AktG, Prof Berchtold was appointed as a finance expert. AUDITING

The annual financial statements for fiscal 2012 of Lotto24 AG, as prepared by the Executive Board in ac- cordance with the German Commercial Code (HGB), and the separate financial statements of Lotto24 AG and respective management report for fiscal 2012 prepared in accordance with International Financial Reporting Standards (IFRS), as applied in the EU, and the additional commercial law regula- tions pursuant to Sec. 325 (2a) HGB, were audited by Ernst & Young GmbH Wirtschaftsprüfungsgesell- schaft, Hamburg, which issued an unqualified audit certificate in each case. The audit also included an examination of the respective accounting systems. The Executive Board and auditors provided us with the respective documents in due time.

The audit reports of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft were discussed in detail at the balance sheet meeting of the Supervisory Board on 14 March 2013, which was also attended by the auditor. Moreover, the auditor reported on the chief results of his audit and confirmed that were no significant weaknesses in the internal control system. The Executive Board explained the annual finan- cial statements of Lotto24 AG, as well as the risk management system. The auditor also reported on the object, type, and scope of the audit, as well as the focus areas and the auditing fees. The Supervisory Board monitored the independence of the auditor and was provided with the corresponding declara- tion.

We concur with the auditor’s findings. Based on the final result of our own final examination, there are no objections to be raised. The Supervisory Board approved the annual financial statements and separate financial statements prepared by the Executive Board; the annual financial statements are thus adopted.

INSPECTION OF THE RELATED PARTY DISCLOSURES

AND DEPENDENT COMPANY REPORT PREPARED BY THE EXECUTIVE BOARD

The Executive Board prepared a report on transactions with related parties »Dependent Company Re- port« for the period 16 May to 26 June 2012. In this report, the Executive Board explains in particular that under the circumstances known to the Executive Board at the date on which the company entered into transactions with an affiliated company, or undertook or refrained from undertaking measures, Lotto24 AG received adequate consideration for each such transaction and was not disadvantaged by undertaking or refraining from undertaking measures. As the elected auditing company, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft audited the Dependent Company Report and issued the following certificate:

»On the basis of our audit and in our professional opinion we confirm that 1. the factual statements in the report are correct,

2. the consideration paid by the company for the transactions mentioned was not inappropriately high,

3. with regard to the measures specified in the report, there are no circumstances which would justify a materially different opinion than that held by the Executive Board.« «

The Supervisory Board took note of the Dependent Company Report and its audit result issued by the auditors, then inspected both reports itself and discussed the results with the Executive Board and the auditor. We concur with the auditing company’s audit result for the Dependent Company Report. Following our own final inspection, we have no objections to the Executive Board’s final declaration on the Dependent Company Report.

We would like to thank the members of the Executive Board and all employees of Lotto24 AG for their commitment and successful efforts during the past year.

Hamburg, 14 March 2013

Prof. Willi Berchtold

PUBLISHED BY Lotto24 AG Neuer Wall 63 20354 Hamburg Telephone +49 (0) 40.82 22 39-0 Fax +49 (0) 40.82 22 39-70 www.lotto24-ag.de

CONCEPT, TEXT & DESIGN Impacct Communication GmbH www.impacct.de

PHOTOS

Jenner Egberts Fotografie (page 3)