FlatexDEGIRO : Remuneration system for the Members of the Management Board

flatexDEGIRO AG

Remuneration System for Members of the Management Board

flatexDEGIRO AG (hereinafter 'flatexDEGIRO' or the 'company') operates one of the leading and fastest growing online brokerage platforms in Europe. Advanced, top-tier technology developed in- house provides customers with cost-effective services and ensures smooth processing of paperless customer transactions.

Since the takeover of DeGiro B.V. in July 2020, flatexDEGIRO has been one of the largest online retail brokers in Europe. In an era of bank consolidation, negative real interest rates and further digitisation, the flatexDEGIRO Group is ideally positioned for further growth as a result.

This objective requires the full commitment and passion of all employees and, above all, the strategic and committed leadership of the Management Board. The Supervisory Board proposes at the Annual General Meeting a system for the remuneration of the members of the Management Board that corresponds to this strategic objective, taking into account the statutory requirements, the recommendations of the German Corporate Governance Code and the expectations of investors, and also incorporating the regulatory requirement to set an appropriate ceiling for variable remuneration in relation to fixed remuneration in accordance with the German Remuneration Regulation for Institutions (InstitutsVergV) and the German Banking Act (KWG).

1. SIGNIFICANT CHANGES TO THE REMUNERATION SYSTEM

The remuneration system of flatexDEGIRO AG was most recently approved at the Annual General Meeting on 29 June 2021 with 95.69% approval. The positive result of the vote encouraged the Supervisory Board in its approach to regularly review the remuneration system for the Management Board and adjust it if necessary.

In order to align the remuneration systems of flatexDEGIRO AG and flatexDEGIRO Bank AG in the future and to meet the requirements of the InstitutsVergV, a first step is being taken to limit the ratio of fixed to variable remuneration as part of a revision of the remuneration system. Accordingly, the variable remuneration must not exceed 200% of the fixed remuneration (i.e. a ratio of 2:1) following a corresponding resolution at the Annual General Meeting pursuant to Section 25a(5), sentence 5 KWG. This ensures regulatory compliance with the requirements for a ceiling for the variable remuneration in relation to the fixed remuneration pursuant to Section 6 InstitutsVergV, ensures a balanced opportunity and risk profile and at the same time allows for an appropriate incentive effect for the members of the Management Board.

In addition, the remuneration structure of the target remuneration will be adjusted in the course of this as under the current remuneration system, the ratio of 2:1 would already be exceeded with 100% target achievement. Non-performance-based remuneration and short-termperformance-based remuneration contribute 40% and 25% respectively to the target remuneration, while the variable remuneration component with a long-term incentive effect corresponds to 35% of the target remuneration. By weighting long-term,multi-year remuneration more than short-term,one-year remuneration, the remuneration structure continues to be oriented towards sustainable development and long-term value adding for the company.

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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.

The remuneration system is reviewed as a whole and on an ongoing basis by the Supervisory Board and adjusted if necessary. In this case, a corresponding proposal is submitted for approval at the Annual General Meeting.

1. PRINCIPLES OF THE REMUNERATION SYSTEM

The remuneration system for the members of the Management Board ('remuneration system') of flatexDEGIRO continues to be designed to contribute to the promotion of the business strategy and the long-term development of the company and its affiliated companies. This is achieved primarily through a transparent and clear incentive structure for Management Board remuneration.

The remuneration system - namely, the weighting of cash flow-oriented key figures, indicators of social and societal responsibility (ESG criteria, ESG being environment, social and governance) and the uniform remuneration structure for all Management Board functions - is intended to set the right incentive priorities. In particular, it is intended to ensure that the Management Board only makes decisions that promise long-term business success without focusing on the short-term optimisation of its remuneration.

As part of the short-term variable remuneration (annual bonus), commercial and ESG criteria are taken into account in addition to clearly measurable financial targets such as revenue and profitability (EBITDA margin/cost-income ratio).

The long-term development of the company is supported in particular by the fact that, in addition to the annual bonus, which acts as an additional variable remuneration component with a long-term incentive effect, there is a participation programme (SAR) based on virtual share options.

The remuneration of the Management Board is intended to be in line with the market as well as competitive so that the company can attract suitable Management Board members. The remuneration system is therefore designed, within the prescribed framework, to give the Supervisory Board the opportunity to react flexibly to changing market and competitive environments. The incentive structure is intended to be clear and understandable, not only for shareholders, but also for the members of the Management Board themselves, as well as for employees whose bonus system is based on targets that are largely harmonised with the remuneration of the Management Board for the purpose of a consistent incentive structure.

The aim is to create comprehensible and sustainable incentives for committed and successful work in a dynamic business environment. The achievement or overachievement of short- and long-term performance targets should be adequately rewarded without providing an incentive to take unreasonable risks.

The remuneration system is intended to be balanced and apply for several years, and during this period contribute to achieving a sustainable increase in the company value of flatexDEGIRO. The remuneration system complies with the requirements of the German Stock Corporation Act (AktG) and the expectations of investors and, as described below, complies with the recommendations of the German Corporate Governance Code (GCGC) as published on 28 April 2022.

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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. PROCEDURES FOR DETERMINATION, IMPLEMENTATION AND REVIEW OF THE REMUNERATION SYSTEM

The remuneration system as such and the structure of Management Board remuneration are determined by the Supervisory Board and regularly reviewed for appropriateness. In this regard, the Supervisory Board may avail itself of advice from the Management Board and independently of the company.

In his or her report at the Annual General Meeting, the Chairperson of the Supervisory Board provides information on any conflicts of interest that have arisen and how they are dealt with. Should a conflict of interest arise in relation to a member of the Supervisory Board personally, that member will refrain from consulting on and passing resolutions on the remuneration of the Management Board.

The remuneration system adopted by the Supervisory Board is proposed at the Annual General Meeting for approval in accordance with the statutory requirements (Section 120a(1) AktG). In the event that a resolution is not passed at the Annual General Meeting to approve the remuneration system, the Supervisory Board must propose a revised remuneration system for resolution no later than the next Annual General Meeting pursuant to Section 120a(3) AktG.

In accordance with Section 120a(1) AktG, the Supervisory Board will again propose the remuneration system for the members of the Management Board for approval at the Annual General Meeting of flatexDEGIRO AG with every significant change of the remuneration system and at least every four years.

The Supervisory Board determines the specific total target remuneration for the individual members of the Management Board on the basis of the remuneration system approved at the Annual General Meeting. This is commensurate with the duties and performance of the members of the Management Board and the position of the company and will not exceed the usual remuneration without special reasons. Subsequently, the determinations are stipulated in individual contracts.

At the end of a given financial year, the Supervisory Board will determine whether the targets have been achieved and determine the specific remuneration for the individual members of the Management Board, generally at a close point in time to the approval of the balance sheet. The attainment of objectives is disclosed ex post in the Compensation Report, so the grounds and amount are made transparent.

The remuneration system gives the Supervisory Board the flexibility to take into account the role and area of responsibility of the individual Management Board members when determining the total target remuneration - also taking into account criteria such as international service, experience and length of service on the Management Board.

In special and exceptional circumstances, the Supervisory Board has the option of temporarily deviating from the remuneration system presented in accordance with Section 87a(2), sentence 2 AktG, if this is necessary in the interests of the long-termwell-being of flatexDEGIRO. This applies in particular to extraordinary, unforeseeable developments that were beyond the control of the 4

This document is a convenience translation of the German original for English-speaking readers. The original German version is the sole legally binding version.

Management Board or flatexDEGIRO. Such deviations may be necessary, for example, to ensure adequate incentives in the event of a serious corporate or economic crisis. On the other hand, generally unfavourable market developments do not justify a temporary departure from the remuneration system. A temporary departure from the remuneration system is only possible by resolution of the Supervisory Board.

In such cases, the following components of the remuneration system may be temporarily deviated from: the financial and non-financial performance targets for short-term and long-term variable remuneration as well as their weighting, the range of possible target attainment and the methods used to determine target attainment. Irrespective of any deviation from the remuneration system, the remuneration of the members of the Management Board must continue to be oriented towards long- term and sustainable development and ensure an appropriate level of incentive for the remuneration of the Management Board.

In addition, the Supervisory Board may temporarily grant additional remuneration components or replace individual remuneration components with other remuneration components insofar as this is necessary to restore an appropriate incentive level for Management Board remuneration.

Any deviations made are disclosed and explained in a transparent manner in the Compensation Report.

IV. APPROPRIATENESS OF TOTAL TARGET REMUNERATION

The Supervisory Board considers for the overall target remuneration of the individual members of the Management Board that it is proportionate to the duties and performance of the members of the Management Board and to the position of the company and does not exceed the usual remuneration.

The Supervisory Board considers the total target remuneration to be appropriate in view of the upcoming tasks and expected performance of the Management Board and in light of the company's current position compared to other companies in suitable peer groups, as well as in view of the vertical comparison within the flatexDEGIRO Group.

• For the peer group comparison (horizontal review of the appropriateness of Management Board remuneration) of the total target remuneration, the Supervisory Board, on the recommendation and with the assistance of an external remuneration adviser, used as a reference listed peer companies from Germany which enable an objective comparison with regard to the market position of flatexDEGIRO (particularly sector and size).
• For the appropriateness comparison within the flatexDEGIRO Group (vertical review of the appropriateness of Management Board remuneration), the Supervisory Board uses as a reference in particular the remuneration of senior management as well as the remuneration of the workforce as a whole.

The remuneration system for the Management Board of flatexDEGIRO thus meets all the requirements for modern, competitive remuneration of Management Board members in terms of its structure and its specific design and amount and is in line with good corporate governance:

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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.