FlatexDEGIRO : Explanation of shareholders' rights

Annual General Meeting

of flatexDEGIRO AG on 13 June 2023

Explanatory notes on the rights of shareholders pursuant to Sections 122(2), 126(1) and (4), 127, 130a, 131(1), 118a(1) sentence 2 no. 8 in conjunction with Section 245 of the German Stock Corporation Act ("AktG")

On the basis of Section 118a AktG in conjunction with Section 26n(1) of the Introductory Act to the German Stock Corporation Act ("EGAktG"), the Management Board of flatexDEGIRO AG ("Company") has decided, with the consent of the Supervisory Board, to hold the Annual General Meeting as a virtual Annual General Meeting without the physical presence of the shareholders and their proxies (with the exception of the proxies appointed by the Company) at the location of the Annual General Meeting.

The notice convening the Annual General Meeting already contains information on the rights of the shareholders pursuant to Section 122(2), 126(1) and (4), Section 127, Section 130a, Section 131(1), Section 118a(1) sentence 2 no. 8 in conjunction with Section 245 of the German Stock Corporation Act (AktG), in particular on the deadlines for exercising these rights. The following information serves to further explain these shareholder rights and the special features that arise due to the fact that the Annual General Meeting is held as a virtual Annual General Meeting.

1. Requests for additions to the agenda pursuant to Section 122(2) AktG

Pursuant to Section 122(2) of the German Stock Corporation Act (AktG), shareholders whose shares together amount to one-twentieth of the share capital or the proportionate amount of EUR 500,000.00 (the latter corresponds to 500,000 shares) may request that items be placed on the agenda and published. Each new item must be accompanied by a statement of reasons or a draft resolution. The request must be made in writing (within the meaning of Section 122(2) in conjunction with (1) sentence 1 AktG) to the executive board of the company and must be received by the company at least 30 days prior to the day of the general meeting; the day of the general meeting and the day of receipt shall not be included in this calculation.

The last possible date of receipt is therefore Saturday, 13 May 2023, 24:00 hours (Central European Summer Time - CEST). Requests for supplements received after this time will not be considered.

The request shall be made in writing to the Board of Directors of the Company in any event at the following address:

flatexDEGIRO AG

c/o Better Orange IR & HV AG Haidelweg 48

81241 Munich Germany

In order to avoid delays due to postal delivery times, we request that any requests for additions to the agenda be addressed as aforementioned and additionally submitted in advance by fax to [phone] or by e-mail to [e-mail].

This explanation and the reproduction of the legal and statutory provisions referenced herein, prepared for the convenience of English-speaking readers, is a translation of the German original(s). For purposes of interpretation the respective German version is the sole legally binding version.

Pursuant to Section 122(2) in conjunction with (1) sentence 3 of the German Stock Corporation Act (AktG), the applicants must prove that they have held the shares for at least 90 days prior to the day of receipt of the request and that they will hold the shares until the decision of the board of directors on the request. The following shall apply to the calculation of the shareholding period: The day of receipt of the request shall not be counted. A transfer from a Sunday, a Saturday or a public holiday to a preceding or following working day shall not be considered. Sections 187 to 193 of the Civil Code shall not apply mutatis mutandis. Certain shareholding periods of third parties shall be credited in accordance with Section 70 AktG.

Additions to the agenda to be announced shall be published in the Federal Gazette without undue delay after their receipt by the Company - unless they have already been announced with the convening notice - and shall be forwarded for publication at the latest at the time of such announcement to such media which may be expected to disseminate the information throughout the European Union.

They will also be made available on the Internet at https://www.flatexdegiro.com under "Investor Relations" in the sub-section "Annual General Meeting & Prospectus", there under "Annual General Meeting 2023" and communicated to the shareholders in accordance with Section 125 AktG.

The regulations of the Stock Corporation Act underlying this shareholder right are as follows:

Section 122(1) and (2) (convocation at the request of a minority)

"(1) 1The general meeting shall be convened if shareholders whose shares together amount to one-twentieth of the share capital request the convening in writing, stating the purpose and the reasons; the request shall be addressed to the executive board. 2The articles of association may make the right to demand the convocation of the general meeting subject to another form and to the holding of a smaller proportion of the share capital. 3The applicants shall prove that they have been holders of the shares for at least 90 days prior to the date of receipt of the request and that they hold the shares until the decision of the executive board on the request. 4Section 121(7) shall apply accordingly.

(2) 1In the same manner, shareholders whose shares together amount to one-twentieth of the share capital or the proportionate amount of 500,000 euros may demand that items be placed on the agenda and announced. 2Each new item must be accompanied by a statement of reasons or a draft resolution. 3The request within the meaning of sentence 1 must be received by the company at least 24 days, in the case of listed companies at least 30 days, before the meeting; the day of receipt shall not be counted."

Section 121(7) (General)

"(7) 1In the case of periods and dates calculated back from the meeting, the day of the meeting shall not be counted. 2A transfer from a Sunday, a Saturday or a public holiday to a preceding or following working day shall not be considered. 3Sections 187 to 193 of the Civil Code shall not apply mutatis mutandis. 4In the case of non-listed companies, the articles of association may determine a different calculation of the period."

This explanation and the reproduction of the legal and statutory provisions referenced herein, prepared for the convenience of English-speaking readers, is a translation of the German original(s). For purposes of interpretation the respective German version is the sole legally binding version.

Section 70 (Calculation of the shareholding period)

"1 If the exercise of rights arising from the share is dependent on the shareholder having been the holder of the share for a certain period of time, a claim for transfer of ownership against a credit institution, a financial services institution, an investment firm or an enterprise operating pursuant to Section 53(1) sentence 1 or Section 53b(1) sentence 1 or

1. of the German Banking Act shall be deemed equivalent to ownership. 2The period of ownership of a predecessor in title shall be attributed to the shareholder if he acquired the share free of charge, from his trustee, as universal successor, in the event of the dissolution of a community or in the event of a portfolio transfer pursuant to Section 13 of the Insurance Supervision Act (Versicherungsaufsichtsgesetzes) or Section 14 of the Building Societies Act (Gesetzes über Bausparkassen)."

Section 124 (1) (Publication of requests for amendments; proposals for resolutions)

"(1) 1If the minority has requested in accordance with Section 122(2) that items be placed on the agenda, such items shall be announced either at the time the meeting is convened or otherwise without undue delay after receipt of the request. 2Section 121(4) shall apply mutatis mutandis; in addition, Section 121(4a) shall apply mutatis mutandis to listed companies. 3Notice and delivery shall be made in the same manner as for the convening of the meeting.

Section 125(1) and (2) (Notices to shareholders and to members of the supervisory board)

"(1) 1The board of directors of a company which has not issued registered shares only shall give not less than 21 days' notice of a general meeting as follows:

1. the intermediaries holding shares in the Company,
2. the shareholders and intermediaries who requested the notification, and
3. the associations of shareholders who requested the notification or who exercised voting rights at the last general meeting.

2The day of notification shall not be counted. 3If the agenda is to be amended pursuant to Section 122(2), the amended agenda shall be notified in the case of listed companies. 4In the notification, reference shall be made to the possibility of exercising the voting right by proxy, including by an association of shareholders. 5In the case of listed companies, a proposal for the election of supervisory board members shall be accompanied by information on their membership in other supervisory boards to be established by law; information on their membership in comparable domestic and foreign supervisory bodies of business enterprises shall be enclosed.

(2) 1The same notice shall be given by the board of directors of a company which has issued registered shares to those entered in the register of shareholders at the beginning of the 21st day before the general meeting and to shareholders and intermediaries who have requested the notice and to associations of shareholders who have requested the notice or who have exercised voting rights at the last general meeting.".

This explanation and the reproduction of the legal and statutory provisions referenced herein, prepared for the convenience of English-speaking readers, is a translation of the German original(s). For purposes of interpretation the respective German version is the sole legally binding version.

2. Countermotions and election proposals pursuant to Section 126(1) and (4), Section 127 AktG

Shareholders of the Company or their authorised representatives may submit countermotions to proposals of the Executive Board and/or the Supervisory Board on specific items of the agenda as well as election proposals for the election of the auditor of the annual financial statements and the auditor of the consolidated financial statements and for the election of members of the Supervisory Board. Countermotions and election proposals are to be sent exclusively to:

flatexDEGIRO AG

c/o Better Orange IR & HV AG Haidelweg 48

81241 Munich Germany

Fax: [phone]

E-mail:[e-mail]

The Company will publish countermotions to a proposal of the Executive Board and/or the Supervisory Board on a specific agenda item pursuant to Section 126(1) of the German Stock Corporation Act (AktG) and election proposals pursuant to Section 127 of the German Stock Corporation Act (AktG), including the name of the shareholder, any statement of reasons and any statement of the management, on the Internet at https://www.flatexdegiro.com under "Investor Relations" in the sub-section " Annual General Meeting & Prospectus", there under "Annual General Meeting 2023", if they are received by the Company at the latest by 29 May 2023, 24:00 hours (CEST), at the above address, fax number or e-mail address and fulfil the further requirements for an obligation of the Company to make them available pursuant to Sections 126, 127 of the German Stock Corporation Act. Countermotions and election proposals by shareholders addressed otherwise shall be disregarded.

The publication of a counter-motion and/or its grounds, if any, may be waived under the conditions set forth in Section 126(2) AktG. In addition to the cases of Section 126(2) AktG, election proposals by shareholders need not be made available if the proposal does not contain the information pursuant to Section 124(3) sentence 4 AktG and/or, in the case of a proposal for the election of candidates for the Supervisory Board, does not contain the information pursuant to Section 125(1) sentence 5 AktG. However, shareholders' election proposals do not need to be substantiated.

Motions or nominations by shareholders that are to be made available pursuant to Section 126 or Section 127 of the German Stock Corporation Act (AktG) shall be deemed to have been made at the time they are made available pursuant to Section 126(4) sentence 1 of the German Stock Corporation Act (AktG). This shall apply mutatis mutandis to motions on agenda items that are subsequently placed on the agenda by separate announcement on the basis of a supplementary motion by shareholders pursuant to Section 122(2) of the German Stock Corporation Act. If the shareholder who has submitted the motion or election proposal is not duly legitimised and registered for the general meeting, the motion does not have to be dealt with in the virtual general meeting.

Countermotions and election proposals may also be made during the virtual general meeting as part of the speech by way of video communication.

The right of the chairman of the meeting to first put the proposals of the administration to the vote remains unaffected by this (see on the authority of the chairman of the meeting to direct the meeting Article 17(2) of the Articles of Association, which is reproduced below). Should the proposals of the

This explanation and the reproduction of the legal and statutory provisions referenced herein, prepared for the convenience of English-speaking readers, is a translation of the German original(s). For purposes of interpretation the respective German version is the sole legally binding version.

administration be adopted with the necessary majority, the counter-motions or (dissenting) election proposals shall be deemed to have been disposed of.

The provisions of the German Stock Corporation Act on which the above is based, which also determine the conditions under which countermotions and election proposals may not be made available, as well as the provisions of Article 17(2) of the Articles of Association, read as follows:

Section 126 Motions by shareholders

"(1) 1Motions of shareholders, including the name of the shareholder, the statement of grounds and any statement of the management, shall be made available to the entitled persons referred to in Section 125(1) to (3) under the conditions stated therein, if the shareholder has sent a counter-motion against a proposal of the executive board and the supervisory board on a specific item of the agenda, together with the statement of grounds, to the address communicated for this purpose in the notice convening the meeting at least 14 days before the meeting of the company. 2The day of receipt shall not be counted. 3In the case of listed companies, such access shall be made available on the company's website. 4Section 125(3) shall apply mutatis mutandis.

(2) 1A counter-motion and its justification need not be made accessible,

1. insofar as the Executive Board would render itself liable to prosecution by making it accessible,
2. if the counter-motion would lead to a resolution of the general meeting contrary to the law or the articles of association,
3. if the statement of reasons contains obviously false or misleading information in essential points or if it contains insults,
4. if a counter-motion of the shareholder based on the same facts has already been made available to a general meeting of the company pursuant to Section 125,
5. if the same counter-motion of the shareholder with substantially the same grounds has already been made available to at least two general meetings of the company pursuant to Section 125 in the last five years and less than one- twentieth of the share capital represented voted in favour of it at the general meeting,
6. if the shareholder indicates that he will not attend the general meeting and will not be represented, or
7. if the shareholder has not made or caused to be made a counter-motion communicated by him at two general meetings in the last two years.

2The statement of reasons need not be made available if it exceeds 5,000 characters in total.

1. If several shareholders make counter-motions on the same subject matter of the resolution, the executive board may combine the counter-motions and their reasons.
2. 1In the case of the virtual general meeting, motions to be made accessible pursuant to (1) to (3) shall be deemed to have been made at the time of making them

This explanation and the reproduction of the legal and statutory provisions referenced herein, prepared for the convenience of English-speaking readers, is a translation of the German original(s). For purposes of interpretation the respective German version is the sole legally binding version.