Nacionales

31.12.2012 31.12.2011

in EUR thousand

Share-based remuneration 199 –

Total 199 –

The members of the Executive Board have been granted a share-based remuneration programme (phantom shares with cash compensation). The imputed number of shares is issued in annual tran- ches in the middle of the calendar year and vested over the 12 following months pro rata temporis. The calculation is made by dividing a nominal remuneration claim in euro (initial value EUR 330 thousand) by the average Lotto24 share price (Xetra or a functionally comparable successor system) for the past 90 trading days. Claims to receive payment accrue after a vesting period of four years. The Company’s share-based remuneration obligations are measured at fair value discounted for their remaining term using the rolling average Lotto24 share price (Xetra) for the past 90 trading days and are limited in the value growth to three times the initial value.

21 EQUITY

Subscribed capital equals the Company’s capital stock and is fully paid.

31.12.2012 31.12.2011 in EUR thousand Subscribed capital 13,974 25 Capital reserves 20,203 – Other reserves 3 – Retained earnings -3,429 -374 Total 30,751 -349

The changes in equity predominantly result from the following completed transactions: a) con- tribution in kind of the business opportunity to resume online brokerage of state-run lotteries in Germany, and b) a capital increase for cash contribution as part of the IPO. On 25 May 2012, the extraordinary shareholders meeting resolved (amended with resolutions of 5 and 6 June 2012) to raise the Company’s capital stock by up to EUR 5,988,816, from EUR 7,985,088 up to EUR 13,973,904, by issuing up to 5,988,816 new, no-par value, registered shares with a pro rata share of capital stock of EUR 1.00 per no-par value share, and with full dividend entitlement for fiscal year 2012, against cash contribution and on transfer of subscription rights to the shareholders of Tipp24 SE. The subscription price amounted to EUR 2.50 per offered share. The capital increase was conducted in full. Please refer to the statement of changes in equity for the disclosure of further figures. Retained earnings include the profit/loss carried forward, as well as the loss of the fiscal year as of the balance sheet dates. Other reserves comprise revaluation changes in the fair value (gains/losses) of available-for-sale financial assets. The change (withdrawal/addition) recognised in other reserves corresponds to the other result in the statement of comprehensive income (EUR 3 thousand, prior year: EUR 0 thousand). Earnings per share (undiluted, diluted) amount to EUR -0.36 in the reporting period. The weighted number of outstanding ordinary shares (undiluted, diluted) amounts to 8,518,149. No prior-year figures are stated are the Company still had the legal status of a private limited company (GmbH) until 2012.

21.1 AUTHORISED CAPITAL

According to Sec. 4 (2) of the Articles, the Executive Board is authorised, subject to the approval of the Supervisory Board, to increase share capital in the period up to 31 March 2017 by up to a total of EUR 3,542,544 by issuing on one or more occasions in whole or in partial amounts new no-par value shares in return for cash or contributions in kind (Authorised Capital 2012/I). Shareholders shall be granted subscription rights. The new shares can also be accepted by one or several credit institutes with the obligation to offer them to shareholders (indirect subscription right). However, the Executive Board is authorised, subject to the approval of the Supervisory Board, to exclude the rights of shareholders to subscribe in the following cases:

– to eliminate fractional amounts from subscription rights;

– for capital increases in exchange for contributions in kind in order to grant shares for the pur- pose (also indirect) of acquiring companies, parts of companies, or equity investments in com- panies, for the acquisition of other assets (including receivables of third parties due from the Company or its affiliated companies), as well as for the purpose of issuing shares to employees of the Company and its affiliated companies within the framework of legal regulations;

– to grant subscription rights to holders of options, convertible bonds or convertible profit partici- pation rights that are to be issued;

– for capital increases in exchange for cash contributions, if the issue price of the new shares is not significantly lower than the market price of shares carrying the same rights at the time the issue price is fixed. The shares issued under exclusion of shareholders’ subscription rights, pursuant to Sections 203 (1), 186 (3) Sentence 4 AktG, due to this authorisation shall not exceed 10% in total of the Company’s share capital at the time the authorisation becomes effective or – if this value is lower – at the time this authorisation is exercised. The limit of 10% of the Company’s share capital is reduced by such proportion of the Company’s share capital that is represented by any treasury shares held by the Company which are sold during the term of Authorised Capital 2012/I under exclusion of shareholders’ subscription rights pursuant to Sections 71 (1) No. 8 Sentence 5, 186 (3) Sentence 4 AktG. The limit is also reduced by such proportion of the Company’s share capital that is represented by those shares to be issued in order to service convertible bonds or bonds with warrants, with option or conversion rights or option or conversion obligations, providing the bonds are issued during the term of Authorised Capital 2012/I under exclusion of subscription rights in corresponding application of Section 186 (3) Sentence 4 AktG.

The Executive Board is authorised, with the consent of the Supervisory Board, to determine the further details of the implementation of the capital increase and in particular the details of the rights conveyed by the shares and the terms and conditions of the share issue. The Supervisory Board is authorised to amend the text of the Company’s Articles after the capital increase from Authorised Capital has been fully or partially implemented or on expiry of the authorisation’s term in accord- ance with the scope of the capital increase from Authorised Capital.

21.2 CONDITIONAL CAPITAL

21.3 CAPITAL RESERVES

Capital reserves amount to EUR 20,203 thousand (prior year: EUR 0 thousand). They include the capital reserve of Lotto24 AG recognised according to HGB of EUR 20,961 thousand (prior year: EUR 0 thousand), issuance transaction costs from equity measures conducted of EUR 733 thousand (prior year: EUR 0 thousand), and costs for the capital increase for contribution in kind of EUR 25 thousand (prior year: EUR 0 thousand), which are carried in the IFRS separate financial statements as a deduction from equity.

The capital reserve recognised according to HGB of EUR 20,961 thousand (prior year: EUR 0 thou- sand) contains restricted reserves of EUR 8,983 thousand (prior year: EUR 0 thousand). As of 31 De- cember 2012, Lotto24 AG disclosed free reserves according to HGB of EUR 11,977 thousand (prior year: EUR 0 thousand), for which there is a block on profit distribution due to the capitalisation of deferred taxes in the annual financial statements of Lotto24 AG amounting to EUR 2,305 thousand (prior year: EUR 108 thousand) and from the capitalisation of self-created intangible assets of EUR 44 thousand (prior year: EUR 64 thousand).