Articles of Association of

flatexDEGIRO AG

Frankfurt am Main

Version of 4 February 2022

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I. GENERAL PROVISIONS

§ 1 Company Name, Registered Office and Financial Year

  • (1) The name of the Company is:

    flatexDEGIRO AG

  • (2) The Company has its registered office in Frankfurt am Main.

  • (3) The fiscal year is the calendar year.

    § 2 Object of the Company

  • (1) The object of the Company is

    • a) the development, manufacture, distribution and maintenance of software and hardware, telematics products (in the sense of wireless data transmission and evaluation) and office technology equipment of any kind;

    • b) the processing of data and the provision of office, accounting and service related services, in particular for the business and organizational processing of financial transactions, in particular securities transactions, and of payment transactions of any kind;

    • c) the acquisition, management and sale of equity interests in companies, in par-ticular in the financial services sector, as well as the provision of management, consulting and other services, in particular for the aforementioned companies and third parties, in each case in particular in the financial services sector;

    • d) as well as all activities related to the aforementioned activities.

  • (2) The Company is furthermore entitled to engage in all transactions and take all measures which are directly or indirectly suited to serve the object of the Company. For this purpose, it may establish branches in Germany and abroad, and establish, acquire or participate in other companies of all kinds. The Company may manage companies and enter into inter-company agreements with them or limit itself to the management of the participation. It may also realize its object indirectly in whole or in part.

2

§ 3 Announcements

  • (1) The Company's announcements shall be made in the Federal Gazette (Bundesanzei-ger) unless otherwise expressly provided by law. Insofar as announcements are of a voluntary nature, they may also be made exclusively on the Company's website.

  • (2) The Company is entitled, with the consent of the shareholders, to transmit information to the shareholders by means of electronic communication.

    II. SHARE CAPITAL AND SHARES

    § 4 Amount and Division of the Share Capital

  • (1) The share capital of the Company amounts to Euro 109,792,548.00 (in words: Euro one hundred and nine million seven hundred ninety-two thousand five hundred and forty-eight).

  • (2) It is divided into 109,792,548 (in words: one hundred and nine million seven hundred ninety-two thousand five hundred and forty-eight) no-par value shares.

  • (3) The Board of Directors is authorized, with the approval of the Supervisory Board, to increase the capital stock of the Company on one or more occasions on or before 19 October 2025 by up to a total of EUR 43,600,000.00 by issuing on one or more occa-sions a total of up to 43,600,000 new no-par value registered shares in return for cash contributions and/or contributions in kind (Authorized Capital 2021/I). Shareholders are in principle to be granted subscription rights. However, the Board of Directors is author-ized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights in whole or in part in the following cases:

    • • to compensate for fractional amounts;

    • • in the case of capital increases against contributions in kind, in particular to grant shares for the purpose of acquiring companies, parts of companies or interests in companies;

    • • to the extent necessary to grant the holders or creditors of bonds with option or conversion rights or obligations issued by the Company or its Group companies subscription rights to new shares to the extent to which they would be entitled after exercising their option or conversion rights or after fulfillment of an option or con-version obligation.

    The Board of Directors is also authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of capital increases from Author-ized Capital 2021/I.

    The Board of Directors is authorized to determine that the new shares pursuant to Sec-tion 186 para. 5 of the German Stock Corporation Act (AktG) are to be taken over by a bank or an enterprise operating pursuant to Section 53 para. 1 sentence 1 or Section 3

53b para. 1 sentence 1 or para. 7 of the German Banking Act (KWG) with the obligation to offer them to the shareholders for subscription. The Supervisory Board is authorized to amend the wording of the Articles of Association after the full or partial implementa-tion of the increase in capital stock from Authorized Capital 2021/I or after the expiry of the authorization period in accordance with the scope of the capital increase from Au-thorized Capital 2021/I.

  • (4) The share capital of the Company is conditionally increased by up to EUR 1,292,000.00 by issuing up to 1,292,000 new registered no-par value shares (Condi-tional Capital 2014). The Conditional Capital 2014 serves exclusively to secure sub-scription rights granted on the basis of the authorization of the Annual General Meeting on 30 October 2014, also with adjustments by the Annual General Meeting on 27 July 2016 and also in the version after its amendment in accordance with the provisions of the resolution of the Annual General Meeting on agenda item 4 of the Annual General Meeting on 4 December 2017 in the context of the Stock Option Program 2014 in the period up to and including 30 September 2019. The conditional capital increase shall also apply insofar as the option conditions on which the relevant subscription rights are based have been or will be revised after the subscription rights have been issued in accordance with the resolution of the Annual General Meeting under agenda item 4 of the Annual General Meeting of 4 December 2017. The conditional capital increase will only be implemented to the extent that subscription rights have been or will be issued and their holders exercise their subscription rights to shares in the Company and the Company does not grant treasury shares or pay cash compensation or cash settlement in fulfillment of the subscription rights. The new shares shall carry dividend rights from the beginning of the fiscal year for which, at the time of issue of the new shares, no resolution has yet been passed by the Annual General Meeting on the appropriation of net income. The Board of Directors is authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the conditional capital increase. Insofar as the Board of Directors is affected, the Supervisory Board is author-ized accordingly. The Supervisory Board is further authorized to amend the wording of the Articles of Association in accordance with the respective utilization of the conditional capital.

  • (5) The share capital of the Company is conditionally increased by up to EUR 342,000.00 by issuing up to 342,000 new registered no-par value shares (Conditional Capital 2015). The Conditional Capital 2015 serves exclusively to secure subscription rights granted on the basis of the authorization of the Annual General Meeting held on 28 August 2015, also with adjustments by the Annual General Meeting held on 27 July 2016, and also in the version after its amendment in accordance with the provisions of the resolution of the Annual General Meeting on agenda item 4 of the Annual General Meeting held on 04 December 2017, as part of the Stock Option Program 2015 in the period up to and including 27 August 2020. The conditional capital increase shall also apply insofar as the option conditions on which the relevant subscription rights are based have been or will be revised after the subscription rights have been issued in accordance with the resolution of the Annual General Meeting under agenda item 4 of the Annual General Meeting held on 04 December 2017. The conditional capital in-crease will only be implemented to the extent that subscription rights have been or will 4

be issued and their holders exercise their subscription rights to shares in the Company and the Company does not grant treasury shares or pay cash compensation or cash settlement in fulfillment of the subscription rights. The new shares shall carry dividend rights from the beginning of the fiscal year for which, at the time of issue of the new shares, no resolution has yet been passed by the Annual General Meeting on the ap-propriation of net income. The Board of Directors is authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the condi-tional capital increase. Insofar as the Board of Directors is affected, the Supervisory Board is authorized accordingly. The Supervisory Board is further authorized to amend the wording of the Articles of Association in accordance with the respective utilization of the Conditional Capital 2015.

(6)

The share capital of the Company is conditionally increased by up to EUR 14,000,000.00 by issuing up to 14,000,000 new registered no-par value shares with a pro rata amount of the share capital of EUR 1.00 each (Conditional Capital 2017). The conditional capital increase will only be implemented to the extent that

(i) the holders or creditors of conversion rights or warrants that exist or are attached to the convertible bonds and/or bonds with warrants issued by the Company or by Group companies under the management of the Company on the basis of the au-thorization resolution of the Annual General Meeting held on 04 December 2017, as amended by the Annual General Meeting resolution on agenda item 7 of the Annual General Meeting held on 07 August 2018, by the Annual General Meeting resolution on agenda item 8 of the Annual General Meeting held on 20 October 2020 and by the Annual General Meeting resolution on agenda item 8 of the Annual General Meeting held on 29 June 2021, until 03 December 2022, exercise their conversion or option rights, or

(ii)the holders or creditors of convertible bonds and/or bonds with warrants issued by the Company or by Group companies under the management of the Company on the basis of the authorization resolution of the Annual General Meeting held on 04 December 2017, as amended by the Annual General Meeting resolution on agenda item 7 of the Annual General Meeting held on 07 August 2018, the Annual General Meeting resolution on agenda item 8 of the Annual General Meeting held on 20 October 2020 and the Annual General Meeting resolution on agenda item 8 of the Annual General Meeting held on 29 June 2021, who are obliged to convert, fulfill their conversion obligation by 03 December 2022,

in cases (i) and (ii) in each case to the extent that treasury shares are not used for servicing.

The new shares shall be issued at the conversion or option price to be determined in each case in accordance with the aforementioned authorization resolution. The new shares shall participate in profits from the beginning of the financial year in which they are issued through the exercise of conversion or option rights or through the fulfillment of conversion obligations. The Board of Directors is authorized, with the approval of the Supervisory Board, to determine the further details of the implementation of the condi-tional capital increase. The Supervisory Board is authorized to amend the wording of 5

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flatexDEGIRO AG published this content on 07 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 13:01:05 UTC.