FlatexDEGIRO : Compensation Report for the 2022 financial year

COMPENSATION REPORT 2022

The Compensation Report contains a summary of the principles that apply to the determination of the total remuneration of the members of the Management Board of flatexDEGIRO AG. The principles and amount of compensation for the members of the Supervisory Board are also explained.

The Compensation Report takes into account the requirements of the German Stock Corporation Act (AktG), in particular Section 162 AktG; the requirements of the German Commercial Code (HGB), taking into account the provisions of German Accounting Standard No. 17 (DRS 17); the recommendations of the German Corporate Governance Code (GCGC) as published on 28 April 2022 and International Financial Reporting Standards (IFRS).

Compensation of the Management Board

Fundamentals of Management Board compensation

The Management Board remuneration system applicable to future Management Board contracts was passed by the Supervisory Board on 14 May 2021 and approved at the Annual General Meeting of flatexDEGIRO AG on 29 June 2021.

The current compensation of the members of the Management Board consists of various components. The members of the Management Board are entitled to a fixed annual salary, annual variable performance compensation (component I), long-term variable compensation (component II) and fringe benefits on the basis of the service contracts concluded with them. There are no entitlements from a company pension plan.

The compensation of the members of the Management Board is determined by the Supervisory Board, which regularly reviews its structure and appropriateness. It is ensured that the compensation of the Management Board is oriented towards the sustainable development of the company and that the variable compensation components are assessed on a multi-year basis. Secondary employment generally requires approval.

In addition to the regular duties of the Management Board and the personal performance of the respective Management Board member, the criteria for calculating the total compensation are the performance of the Management Board as a whole and the financial success of flatexDEGIRO within the peer group of the flatexDEGIRO Group. The compensation structure is intended to promote lasting positive corporate development.

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This document is a convenience translation

of the German original for English-speaking readers.

The original German version is the sole legally binding version.

No use was made of the option to claw back variable compensation components in the reporting period.

Non-performance-based remuneration components

Basic remuneration

The fixed annual salary for all members of the Management Board is set in accordance with the requirements of German stock corporation law, taking into account the compensation customary in the market, and is paid monthly. In the event of a temporary incapacity for work due to illness, accident or any other reason beyond the control of the respective member of the Management Board, the fixed basic remuneration will continue to be paid.

If the member of the Management Board is permanently unable to work during the term of the service contract, the employment contract ends at the end of the quarter in which the permanent incapacity for work or gainful employment is determined. Permanent incapacity for service within the meaning of this contract exists if the member of the Management Board is unable to perform his or her duties for more than six months and his or her return to service is not expected within a further six months.

Fringe benefits

1. In line with usual market and Group practice, the company grants all members of the Management Board further benefits under their Management Board contracts, some of which are regarded as pecuniary benefits and taxed accordingly, including the provision of a company car or a car allowance, as well as the granting of accident and liability insurance and benefits for keeping two households.
2. In addition, the members of the Management Board are entitled to reimbursement of hospitality and travel expenses up to the maximum tax rates, insofar as they are incurred solely in the interests of the company.
3. The company also maintains Group liability insurance for financial loss for employees including all members of the Management Board and Supervisory Board. The insurance covers personal liability in the event that claims are made against these individuals for

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This document is a convenience translation

of the German original for English-speaking readers.

The original German version is the sole legally binding version.

financial loss in the course of their activity (D&O insurance). The cover for the members of the Management Board and the Supervisory Board has been designed to comply with statutory requirements. This means that 10% of the potential loss remains with the insured person, up to one and a half times the fixed annual remuneration. It is up to the individual Management Board members to obtain supplementary cover privately and on their own account. Insurance cover is also provided for directors' and officers' liability and criminal law protection for all company employees. The legal representatives and members of the supervisory body are also insured against infringements committed or allegedly committed in the course of their official duties. Finally, there is accident insurance (total annual expense of EUR 3,048.40) for the members of the Management Board.

Performance-based remuneration components

There are two variable, performance-based compensation components, which consist of an annual bonus component (component I, see a.) and a long-term,share-based compensation component (component II, see (b)). Their purpose is to motivate the Management Board to commit to the long- term success of the company by having a stake in its business development.

The compensation components consist of the following substantively:

1. Short-termvariable compensation (component I)
   Short-term variable compensation incentivises the contribution made in the financial year to the operational implementation of the corporate strategy, in particular the establishment and expansion of the company as Europe's leading online broker.
   The financial performance criteria are based on the Group's operating income, measured in terms of revenue and profitability (adjusted EBITDA margin/cost-income ratio). Sales and profitability are the most important financial performance indicators for the Group's operating financial performance. The non-financial targets comprise the company's success factors that, while not directly expressed in balance sheet items, are essential for its long- term success. Non-financial objectives include, for example, the following: employee satisfaction and promotion of diversity (employee engagement), customer satisfaction (net promoter score) and sustainability (ESG ratings) (this list is for illustrative purposes only and is not exhaustive or mandatory in isolation; the Supervisory Board may make the final selection and weighting of the non-financial targets at its reasonable discretion). However, even in the case of 'non-financial targets' being a short-term incentive component, the Supervisory Board ensures that the achievement of these targets is clearly and transparently explained to the Management Board and is therefore to be valued purposefully after the end of the one-year performance period.
   In the event of early termination, the rules for pro rata payout apply. Extraordinary developments (such as the sale of shares and the usage of hidden reserves) are not taken into account when calculating the bonus. In the event of a deterioration in the situation of flatexDEGIRO AG, the total remuneration may be reduced to a reasonable amount if the continued payment would otherwise be unfair.

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This document is a convenience translation

of the German original for English-speaking readers.

The original German version is the sole legally binding version.

1. Long-term,performance-based compensation component (component II)
   In order to establish a further long-term,performance-based compensation component, share option programmes were launched in 2014, 2015 and 2020 in which the active members of the Management Board and key people within the company can participate.
   The share option programmes from 2014 and 2015 have essentially the same conditions. The share option programme from 2020 is a virtual option model. Options were allocated to the members of the Management Board by the Supervisory Board. Participation itself was voluntary for the Management Board members.
   All long-termperformance-based compensation components reward the long-term performance of the company. The focus here is on the positive development of the share price and earnings per share.
   Under the SARs 2020 plan, directors and employees may be granted up to four million stock appreciation rights (SARs), which may be exercised by the beneficiary for a further three years after a vesting period of three years. Furthermore, up to 1,600,000 SARs can be granted as part of a purchase model. The acquisition of shares in flatexDEGIRO AG is a prerequisite for granting further SARs as part of the purchase model.
   The share option programmes for 2014 and 2015 are essentially as follows:
2. • The Management Board member receives the allocation of a certain number of options at a certain point in time (subscription date)
   • The strike price per option is €1.825 in the 2014 option model. The strike price in the 2015 option model is €3.1975.
   • Within the first 24 months of the strike date, the value of the share must increase by 100% under the 2014 share option programme and by 50% under the 2015 share option programme over the price on the subscription date (reference period). The price is the XETRA closing price on the date of issue.
   • At the end of the first 24 months from the date of allocation, there is a further 24-month holding period.
   • At the end of the first 48 months, the beneficiary has the option of exercising his or her options if they exist.
   • When exercising the options, the beneficiary must pay the subscription price of €1.825 per option (2014 option programme) or €3.1975 per option (2015 option programme) as well as the applicable income tax.

The 2020 (virtual) share option programme (SAR) is essentially structured as follows:

• The Management Board member receives the allocation of a certain number of stock appreciation rights (subscription date).
• The term is six years from the date of the written commitment (date of issue).

5

This document is a convenience translation

of the German original for English-speaking readers.

The original German version is the sole legally binding version.