FlatexDEGIRO : Compensation Report for the 2021 financial year

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

COMPENSATION REPORT 2021

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

The requirements of the German Stock Corporation Act (AktG), in particular Section 162 thereof, the German Commercial Code (HGB), taking into account the provisions of German Accounting Standard No. 17 (GAS 17), the recommendations of the German Corporate Governance Code (GCGC) as published on 20 March 2020, and the International Financial Reporting Standards (IFRS) have been taken into account in the Compensation Report.

Compensation of the Management Board

Fundamentals of Management Board compensation

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

The current compensation of the Management Board members is made up of various components. On the basis of the service agreements concluded with them, the members of the Management Board are entitled to an annual fixed salary, an annual variable performance-related bonus (Component I), a long-term variable compensation component (Component II), and fringe benefits. There are no entitlements to future pension payments under a company pension plan.

The compensation for 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 geared to sustainable corporate development and that the variable compensation components have a multi-year assessment basis. Secondary activities are generally subject to approval.

In addition to the duties of the Management Board and personal performance, the criteria for determining total compensation are the performance of the Management Board as a whole and the economic success and comparative environment of the flatexDEGIRO Group. The compensation structure is designed to promote sustainable positive corporate development.

In the past reporting year, no use was made of the option to reclaim variable compensation components.

This document is a convenience translation of the German original for English-speaking readers.

The original German version is the sole legally binding version.

Non-performance-related remuneration components

Basic remuneration

The fixed annual salary for all Management Board members is determined in accordance with the requirements of stock corporation law, taking into account standard market compensation, and is paid monthly. In the event of temporary incapacity to work due to illness, accident or any other reason for which the respective Management Board member is not responsible, the fixed basic remuneration shall continue to be paid.

If the Management Board member becomes permanently incapacitated during the term of the service contract, the service contract shall end at the end of the quarter in which permanent occupational or professional incapacity is established. Permanent incapacity for service within the meaning of this agreement exists if the Management Board member is unable to perform his/her duties for more than six months and is not expected to regain his/her ability to perform his/her duties within a further six months.

Fringe benefits:

In line with market and Group practice, the Company grants all members of the Management Board additional benefits under their Management Board contracts, some of which are regarded as non-cash benefits and taxed accordingly, including the provision of a company car or car allowance, as well as the granting of accident and liability insurance cover and benefits in connection with double budgeting.

I. Finally, they are entitled to reimbursement of entertainment expenses and travel expenses at the maximum tax rates insofar as they are incurred exclusively in the interests of the Company.

Among other things, the Company also maintains a pecuniary loss liability group insurance policy for all members of the Management Board and the Supervisory Board. The insurance covers the personal liability risk in the event that a claim is made against the group of persons for financial loss in the course of their work (D&O insurance). Coverage for the members of the Management Board and the Supervisory Board has been designed to meet statutory requirements. Thus, 10% of a possible claim up to the amount of one and a half times the fixed annual remuneration remains with the insured. It is left to the individual member of the Management Board to arrange for supplementary coverage privately at his or her own expense. Insurance coverage is also provided under policies for managerial liability and criminal legal protection for all company employees. Also insured here are the legal representatives and members of the supervisory body against violations that they commit or are alleged to have committed in the course of their official duties. Finally, there is an accident insurance policy (total annual expense EUR 3,048.40) for the members of the Management Board.

Performance-related remuneration components

The variable, performance-based compensation components are divided into two components and consist of an annual bonus (component I, see a.) and a long-term, share-based compensation component (component II, see b.). They serve to motivate the Management Board to commit to the success of the Company in the long term by sharing in its economic development.

The main content of the compensation components is as follows:

a.

Short-term variable compensation (Component I)

The short-term variable remuneration incentivizes the contribution made in the financial year to the operational implementation of the corporate strategy, in particular the establishment and expansion as Europe's leading online broker.

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 financial performance criteria are based on the Group's operating result - sales, profitability (Adjusted EBITDA margin/COST-INCOME ratio). Sales and profitability are the most significant financial performance indicators for the Group's operating financial performance. The non-financial targets comprise factors for the success of the Company that are not directly expressed in balance sheet items, but are essential for sustainable success. Non-financial objectives may include, for example: Employee satisfaction and promotion of diversity (Employee Engagement), customer satisfaction (Net Promoter Score) or sustainability (CO2 reduction) (this list is for illustrative purposes only and is neither exhaustive nor mandatory in itself; the Supervisory Board may make the final selection and weighting of non-financial targets at its reasonable discretion). However, even in the case of a short-term incentive component "non-financial targets," the Supervisory Board ensures that the target achievements are explained to the Management Board in a clear and transparent manner and can therefore be meaningfully assessed at the end of the one-year performance period.

In the event of early retirement, rules apply for a pro rata payout. Extraordinary developments (such as the sale of shares in the Company and the recognition of hidden reserves) are not taken into account when determining the bonus. In the event of a deterioration in the situation of flatexDEGIRO AG, the total remuneration may be reduced to an appropriate level if the continued granting of such remuneration would otherwise be inequitable.

b.

Long-term, performance-based compensation component (Component II)

To establish a further long-term, performance-related compensation component, stock option programs were set up in 2014, 2015 and 2020 in which the respective active members of the Management Board and key people of the Company can participate.

The stock option programs from 2014 and 2015 have essentially the same terms and conditions. The option program from 2020 is a virtual option model. The options were allocated to the members of the Management Board by the Supervisory Board. Participation itself was voluntary for the board members.

In the case of all long-term, performance-related compensation components, the Company's long-term business performance is rewarded. The main focus here is on the positive development of the share price and earnings per share.

Under the SARs Plan 2020, up to four million stock appreciation rights (SARs) can be granted to Management Board members and employees, which can be exercised by the beneficiary within a further three years after a waiting period of three years. Furthermore, up to an additional SAR 1,600,000 can be granted under a purchase model. A prerequisite for the granting of further SARs under the purchase model is the acquisition of shares in flatexDEGIRO AG.

The main features of the 2014 and 2015 stock option programs are as follows:

• • The Management Board receives the allocation of a certain number of options at a certain date (subscription date)

• • The strike price per option is EUR 1.825 for the 2014 option model. The strike price for the 2015 option model is EUR 3.1975.

• • Within the first 24 months from the subscription date, the value of the share under the 2014 stock option program must increase by 100%/under the 2015 stock option program by 50% at the price on the subscription date (reference period). Price is the closing price XETRA on the day of issue.

• • After the first 24 months from the grant date, there is a further 24 - month holding period

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

• • After the first 48 months, the beneficiary has the option to exercise his options, provided that they have arisen

• • When exercising the options, the beneficiary must pay the subscription price of EUR 1.825 per option (2014 option program) or EUR 3.1975 per option (2015 option program) as well as the applicable wage tax

The (virtual) Stock Option Program 2020 (SAR) is essentially structured as follows:

• • The Management Board 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 (issue date)

• • Each appreciation right grants the beneficiary only the right to receive a cash amount (cash entitlement) from flatexDEGIRO AG.

• • The calculation of the cash entitlement per stock appreciation right is based on the development of the flatexDEGIRO AG share price and the development of the EPS value (50% each).

Individual compensation for the Management Board for 2021

The following disclosure of compensation for 2021 financial year takes into account the applicable accounting principles. The fair values of the share-based payments granted have been determined in accordance with the applicable accounting principles.

Consideration of the maximum compensation set out in the Management Board compensation system adopted in 2021 is not applicable, as this only applies to future Management Board contracts.

Total remuneration

The compensation of the Management Board is shown in detail in the following table:

The fixed compensation of the incumbent Management Board members remained unchanged until the reporting date of 31 December 2021.

No benefits have been granted or promised by a third party to any of the Management Board members in respect of their activities as Management Board members.

This document is a convenience translation of the German original for English-speaking readers.

The original German version is the sole legally binding version.