FlatexDEGIRO : Convocation of the Annual General Meeting 2024 including agenda

Annual General Meeting 2024

CONVOCATION

flatexDEGIRO AG Convocation of the Annual General Meeting 2024

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Information pursuant to Section 125 (2) of the German Stock Corporation Act ("AktG") in conjunction with Section 125 (5) AktG, Article 4 (1) and Table 3 of the Annex to the Implementation Regulation (EU) 2018/1212

Type of Disclosure	Description
A. Content of the communication
1.	Unique identifier of the event	Virtual Annual General Meeting of flatexDEGIRO AG on 04 June 2024;
		in the format pursuant to Implementation Regulation (EU) 2018/1212:
		FTK_flatexDEGIRO_AG_AGM:062024
2.	Nature of the communication	Convocation of the Annual General Meeting;
		in the format in pursuant to Implementation Regulation (EU) 2018/1212:
		NEWM
		ISO 20022: NEWM
B. Information on the issuer
1.	ISIN	DE000FTG1111
2.	Name of the issuer	flatexDEGIRO AG
C. Information on the Annual General Meeting
1.	Date of the Annual General Meeting	04 June 2024;

in the format pursuant to Implementation Regulation (EU) 2018/1212: 20240604

2. Time of the Annual General Meeting (start)

10:00 hours (CEST);

in the format pursuant to Implementation Regulation (EU) 2018/1212: 08:00 hours UTC (Coordinated Universal Time)

3. Nature of the Annual General Meeting	Ordinary Annual General Meeting as a virtual Annual General Meeting without
	the physical presence of shareholders or their authorised representatives at
	the venue of the Annual General Meeting (with the exception of the authorised
	representatives appointed by the company);
	in the format pursuant to Implementation Regulation (EU) 2018/1212:
	GMET;
	ISO 20022: GMET
4. Venue of the Annual General Meetin	Uniform Resource Locator (URL) to the company's password-protected online
	service for following the Annual General Meeting in audiovisual form and for
	exercising shareholders' rights:
	https://www.flatexdegiro.com/en/investor-relations/annual-general-meetings
	Venue of the Annual General Meeting as defined by the German Stock
	Corporation Act:
	Registered office of flatexDEGIRO AG,
	Omniturm, Große Gallusstraße 16 - 18,
	60312 Frankfurt am Main, Germany
	Physical presence of shareholders or their authorised representatives (with the
	exception of the authorised representatives appointed by the company) at the
	venue of the Annual General Meeting within the meaning of the German Stock
	Corporation Act is excluded.
	in the format pursuant to Implementation Regulation (EU) 2018/1212:
	https://www.flatexdegiro.com/en/investor-relations/annual-general-meetings

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5. Recording date (technically relevant date regarding the numbers of shares, so-called technical record date)

28 May 2024, 24:00 hours (CEST)

Pursuant to Section 67 (2) sentence 1 of the German Stock Corporation Act, rights and obligations arising from shares only exist for and against the person entered in the share register in relation to the company. Accordingly, the registration status of the share register on the day of the Annual General Meeting is decisive for the right to participate and the number of voting rights to which a shareholder is entitled. For settlement-related reasons, no re-registrations will be made in the share register during the period from Wednesday, 29 May 2024, up to and including Tuesday, 04 June 2024. Therefore, the registration status of the share register on the day of the Annual General Meeting corresponds to the status after the last re-registration on Tuesday, 28 May 2024. The technical record date is therefore the end of 28 May 2024.

In the format pursuant to Implementation Regulation (EU) 2018/1212: 20240528; 22:00 hours UTC (Coordinated Universal Time)

6. Website of the Annual General Meeting/ https://www.flatexdegiro.com/en/investor-relations/annual-general-meetings Uniform Resource Locator (URL)

The full disclosures under Implementation Regulation (EU) 2018/1212, including sections D and E, can be found at https://www.flatexdegiro.com/en/investor-relations/annual-general-meetings.

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Overview of the agenda

1. Presentation of the adopted annual financial statements and the management report for

	the 2023 financial year, the approved consolidated financial	statements and the Group
	management report for the 2023 financial year and the report	of the Supervisory Board for
	the 2023 financial year	7
2.	Resolution on the appropriation of the balance sheet profit	7
3.	Resolution on the approval of the actions of the members of the Management Board for
	the 2023 financial year	8
4.	Resolution on the approval of the actions of the members of the Supervisory Board for
	the 2023 financial year	8

5. Resolution on the election of the auditor and group auditor for the 2024 financial year, the auditor for any review of the half-year financial report for the first half of 2024 and the

	auditor for any review of financial information	during the	year		8
6.	Resolution on the election of the auditor of the sustainability report for the 2024 financial
	year				9
7.	Resolution on the approval of the remuneration report for the financial year	2023 prepared
	and audited in accordance with Section 162 AktG			9
8.	Resolution on the approval of the remuneration system for the members of the Manage-
	ment Board				10
9.	Resolution on the authorisation to acquire subscription rights to shares in the company
	(Stock Option Plan 2024) and the creation of Conditional Capital 2024 as well as on the
	corresponding amendment to the Articles of Association		11
10.	Resolutions on the authorisation to	acquire	treasury shares	pursuant	to
	Section 71 (1) No. 8 AktG and on their further use without the possibility of excluding any
	subscription and tender rights				17
11.	Resolutions on the authorisation to acquire treasury shares pursuant to Section 71 (1) No. 8
	AktG and on their further use with possible exclusion of subscription and tender rights	18
12.	Resolution on the authorisation to acquire treasury shares via multilateral trading
	systems and to use derivatives as part of the acquisition of treasury shares pursuant to
	Section 71 (1) No. 8 AktG				21

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Convocation of the (virtual) Annual General Meeting 2024

Event identifier: FTK_flatexDEGIRO_AG_AGM:062024

flatexDEGIRO AG Frankfurt am Main

WKN: FTG111

ISIN: DE000FTG1111

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We would like to invite our shareholders to the Annual General Meeting held as

virtual Annual General Meeting pursuant to Section 118a of the German Stock Corporation Act ("AktG")

without the physical presence of shareholdersand their authorised representatives

(with the exception of the authorised representatives appointed by the company)

on Tuesday, 04 June 2024, starting at 10:00 a.m. (CEST).

Physical attendance by shareholders or their authorised representatives at the venue of the Annual General Meeting within the meaning of the German Stock Corporation Act, the registered office of flatexDEGIRO AG, Omniturm, Große Gal- lusstraße 16 - 18, 60312 Frankfurt am Main, is excluded. However, duly registered shareholders or their authorised representatives may participate in the Annual General Meeting by means of electronic communication via the password-protected internet service at the internet address

https://www.flatexdegiro.com under "Investor Relations"

in the subsection "Annual General Meeting & Prospectus", therein "Annual General Meeting 2024", to follow the entire Annual General Meeting live via the inter- net in video and audio and to submit motions, make speeches and ask questions via video communication. The voting rights of duly registered shareholders are exercised - by the shareholders themselves or their authorised representatives - exclusively by postal vote (in writing or by means of electronic communication) or by granting power of attorney to the authorised representatives appointed by the company. Please note the information on registering for the Annual General Meeting, exercising voting rights and other shareholder rights at the end of this invitation in section "III. Information on holding the virtual Annual General Meeting".

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1. Agenda
2. 1. Presentation of the adopted annual financial statements and the management report for the 2023 financial year, the approved consolidated financial statements and the Group manage- ment report for the 2023 financial year and the report of the Supervisory Board for the 2023 financial year
      In accordance with the statutory provisions, no resolution is to be passed on this agenda item, as the Supervisory Board has already approved the annual financial statements and consolidated financial statements prepared by the Management Board and thus adopted the annual financial statements.
      The documents mentioned under this agenda item also contain the explanatory report on the disclosures pursuant to Sections 289a (1) and 315a of the German Commercial Code (HGB). The aforementioned documents, as well as the combined corporate governance statement pursuant to Sections 289f, 315d HGB for the 2023 financial year and the separate non-financial Group report for the 2023 financial year, are available from the date of the convocation and also during the Annual General Meeting on the company's website at https://www.flatexdegiro.com under "Investor Relations" in the subsection "Annual General Meeting & Prospectus", there under "Annual General Meeting 2024".
   2. Resolution on the appropriation of the balance sheet profit
      The Management Board and Supervisory Board propose that the following resolution be adopted:

The net retained profits of EUR 75,543,583.81 reported in the company's annual financial statements for the 2023 financial year are appropriated as follows

Distribution of a dividend of	EUR	4,	40 1 ,301 .	92*
EUR 0.04 per dividend-bearing share
Allocation to other revenue reserves	EUR	71 ,	1 42,28 1 .	89*
Profit carried forward	EUR		0.	00
Retained earnings	EUR	75,543,583.	81

• The total dividend and the residual amount to be allocated to other revenue reserves in the above proposal for the appropriation of profits are based on the share capital of EUR 110,032,548.00, divided into 110,032,548 no-par value shares carrying dividend rights, at the time the Annual General Meeting is convened.
  The number of shares entitled to dividends may change by the time the Annual General Meeting adopts the resolution on the appropriation of net profit due to the existing share option programs. In this case, a correspondingly adjusted proposal for the appropriation of profits will be submitted to the Annual General Meeting, which will continue to provide for a distribution of EUR 0.04 per dividend-bearing share.
  The adjustment is made as follows: If the number of shares entitled to dividends and thus the total dividend increases, the amount to be transferred to other revenue reserves is reduced accordingly.
  The entitlement to the dividend is due on the third business day following the Annual General Meeting, i.e. on 07 June 2024.

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3. Resolution on the approval of the actions of the members of the Management Board for the 2023 financial year

The Management Board and Supervisory Board propose that the actions of the members of the Management Board in office in the 2023 financial year be approved for this period. The discharge is to be voted on by way of individual discharge, i.e. separately for each member of the Management Board. The following members of the Management Board in office in the 2023 financial year are to be discharged:

1. Frank Niehage, LL.M. (University of Houston Law Center) (Chairman of the Management Board)
2. Dr. Benon Janos (Member of the Management Board)
3. Stephan Simmang (Member of the Management Board)
4. Muhamad Said Chahrour (Deputy Chairman of the Management Board and COO up to and including 28 July 2023)

Mr. Niehage has since resigned from his position as Chairman and member of the Management Board with effect from the end of 30 April 2024.

4. Resolution on the approval of the actions of the members of the Supervisory Board for the 2023 financial year

The Management Board and Supervisory Board propose that the actions of the members of the Supervisory Board in office in the 2023 financial year be approved for this period. The discharge is to be voted on by way of individual discharge, i.e. separately for each Supervisory Board member. The following members of the Supervisory Board in office in the 2023 financial year are to be discharged:

1. Martin Korbmacher (Chairman of the Supervisory Board)
2. Stefan Müller (Deputy Chairman of the Supervisory Board)
3. Herbert Seuling (Member of the Supervisory Board)
4. Aygül Özkan (Member of the Supervisory Board)
5. Britta Lehfeldt (Member of the Supervisory Board since 22 June 2023)

5. Resolution on the election of the auditor and group auditor for the 2024 financial year, the auditor for any review of the half-year financial report for the first half of 2024 and the auditor for any review of financial information during the year

The Supervisory Board proposes - based on a corresponding recommendation and preference of its Joint Risk and Audit Committee - that the following resolution be adopted:

Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, is appointed as auditor and group auditor for the 2024 financial year, as auditor for any review of the half-year financial report for the first half of 2024 and as auditor for any review of interim financial information in the 2024 and 2025 financial years until the next Annual General Meeting.

The recommendation and preference of the Joint Risk and Audit Committee was preceded by a selection procedure conducted in accordance with Article 16 (3) of Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC (EU Statutory Audit Regulation). Following this, the Joint Risk and Audit Committee recommended Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, and BDO AG Wirtschafts- prüfungsgesellschaft, Hamburg, to the Supervisory Board for the tendered audit mandate and

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communicated a reasoned preference for Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesell- schaft, Düsseldorf.

The Joint Risk and Audit Committee has also declared in its recommendation in accordance with Art. 16 (2) subparagraph 3 of the EU Statutory Audit Regulation that it has been made free from undue influence by third parties and that no contractual clause restricting the selection options within the meaning of Art. 16 (6) of the EU Statutory Audit Regulation has been imposed on it.

Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, has declared to the Joint Risk and Audit Committee that there are no business, financial, personal or other relationships between it, its executive bodies and audit managers on the one hand and the company and its executive body members on the other that could cast doubt on its independence.

6. Resolution on the election of the auditor of the sustainability report for the 2024 financial year

The Supervisory Board proposes - based on the corresponding recommendation of its Joint Risk and Audit Committee - that the following resolution be adopted:

Baker Tilly GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Düsseldorf, is appointed as the auditor of the sustainability report for the 2024 financial year with effect from the entry into force of the Act Implementing the Corporate Sustainability Reporting Directive into German Law (CSRD Implementation Act).

The Supervisory Board only has to implement the resolution if the CSRD Implementation Act stipulates that a sustainability report to be prepared for the 2024 financial year must be audited externally by an auditor to be appointed by the Annual General Meeting. A further prerequisite for implementation is that the CSRD Implementation Act does not provide for any regulation for the 2024 financial year that would make the appointment of the auditor of the sustainability report by the Annual General Meeting unnecessary without a judicial appointment procedure that would otherwise have to be carried out as a substitute.

7. Resolution on the approval of the remuneration report for the financial year 2023 prepared and audited in accordance with Section 162 AktG

In accordance with Section 162 AktG, the Management Board and Supervisory Board of listed companies must prepare an annual report on the remuneration granted and owed to the members of the Management Board and Supervisory Board in the previous financial year (remuneration report). The remuneration report of flatexDEGIRO AG for the 2023 financial year was audited by the auditor in accordance with Section 162 (3) AktG to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG were made. The report on the audit of the remuneration report is attached to the remuneration report.

Section 120a (4) sentence 1 AktG stipulates that the Annual General Meeting resolves on the appro- val of this remuneration report for the previous financial year, which has been prepared and audited in accordance with Section 162 AktG.

The remuneration report of flatexDEGIRO AG for the 2023 financial year prepared in accordance with Section 162 AktG and the report on its audit by BDO AG Wirtschaftsprüfungsgesellschaft are reproduced at the end of this agenda under "II. Supplementary information, notes and reports to the Annual General Meeting" in the information "1. On item 7 of the agenda: Remuneration report for the 2023 financial year "The remuneration report is also available from the time the Annual General Meeting is convened and throughout the Annual General Meeting via the internet address https://www.flatexdegiro.com under "Investor Relations" in the subsection "Annual General Meeting & Prospectus", there under "Annual General Meeting 2024".

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The Management Board and Supervisory Board propose that the following resolution be adopted:

The remuneration report of flatexDEGIRO AG for the 2023 financial year, which is reproduced following the agenda under "II. Supplementary information, notes and reports to the Annual General Meeting" in the information "1. On item 7 of the agenda: Remuneration report for the 2023 financial year", is approved.

8. Resolution on the approval of the remuneration system for the members of the Management Board

In accordance with Section 120a (1) AktG, the Annual General Meeting of the listed company passes a resolution on the approval of the remuneration system for the members of the Management Board presented by the Supervisory Board at least every four years and whenever there is a significant change to the remuneration system.

The company's Annual General Meeting on 13 June 2023 last approved the remuneration system for members of the Management Board. The Supervisory Board regularly reviews the remuneration system for the Management Board - also with regard to the interests of investors - and adjusts it if necessary.

The Remuneration Control Committee made a recommendation for the adjustment of the remu- neration system, which was submitted to and approved by the Supervisory Board in April 2024. As a result, changes were made to the structure of the performance-related variable remuneration components and other contractual provisions. This includes a change to the measurement of target achievement for short-term variable remuneration (short-term incentive, STI), in that the financial performance criteria will be measured over three years in future, and the restructuring of long-term variable remuneration (long-term incentive, LTI).

In addition to the financial performance criteria, the STI also includes non-financial criteria. The non-financial performance criteria include success factors of the company that are not directly reflected in the income statement or balance sheet items, but are essential for the sustainable success of flatexDEGIRO. These are divided into commercials and sustainability criteria, each of which is weighted at 20 % - 30 % in the STI.

The LTI looks at the development of the share price within a three-year reference period and compliance with threshold values of risk-adjusting factors within the four-year waiting period. The risk-adjusting factors of the LTI are made up of the company's own funds, its liquidity and the company's debt and are determined on the basis of threshold values. In particular, the Supervisory Board of flatexDEGIRO AG has taken into account the comments made by investors at the last Annual General Meeting 2023 and incorporated them into the revision of the remuneration system.

A provision was included in the event of a change of control of the company (change of control clause) and the amount of the maximum remuneration specified for the members of the Management Board in accordance with Section 87a AktG was significantly reduced. The maximum remuneration for the Chairman of the Management Board is now EUR 9,500,000.00 instead of the previous EUR 15,000,000.00 and the maximum remuneration for ordinary members of the Management Board is now EUR 7,500,000.00 instead of the previous EUR 12,000,000.00.

Against the backdrop of the investors' redemptions and in view of the increased focus on a sustainable incentive effect, the revision of the LTI is intended to establish a stronger share component in the remuneration system. To this end, a stock option plan (Stock Option Plan 2024) is to be introduced as an LTI as a successor model to the previous Stock Appreciation Rights (SAR) (see agenda item 9). The switch to a genuine share-based remuneration instrument will further align

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