FlatexDEGIRO : Remunderation Report for the 2023 financial year

2023

Remuneration report

Content
INTRODUCTION	3
REMUNERATION REPORT FOR THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD	3
REMUNERATION REPORT FOR EMPLOYEES	3
I. REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD	4
1. REVIEW OF THE 2023 FINANCIAL YEAR	4
2. FURTHER DEVELOPMENT OF THE REMUNERATION SYSTEM 2023	5
3. VOTE ON THE 2022 REMUNERATION REPORT AT THE 2023 ANNUAL GENERAL MEETING AND IMPROVEMENTS	5
4 REMUNERATION SYSTEM 2023 AT A GLANCE	6
4.1 Principles of remuneration of the Management Board	7
4.2 Main features of the 2023 remuneration system	9
4.3 Temporary deviation from the remuneration system and grandfathering	18
4.4 Appropriateness of the remuneration	19
4.5 Termination of the employment relationship	19
4.6 Reimbursement of lost variable remuneration and other compensation payments	19
5. TARGETS AND TARGET ACHIEVEMENT FOR THE 2023 FINANCIAL YEAR	19
5.1 Group target	19
5.2 Objectives of the Management Board	20
5.3 Claw Back	21
6. REMUNERATION FOR THE 2023 FINANCIAL YEAR	21
II. REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD	22
1. REMUNERATION REGULATIONS AND SYSTEM	22
2. REMUNERATION OF THE SUPERVISORY BOARD IN THE 2023 FINANCIAL YEAR	23
3. REMUNERATION CONTROL COMMITTEE	25
III. REMUNERATION OF EMPLOYEES	26
1. FIXED REMUNERATION	26
2. VARIABLE REMUNERATION	27
3. ADDITIONAL BENEFITS	28
IV. COMPARATIVE PRESENTATION OF EARNINGS DEVELOPMENT AND THE ANNUAL CHANGE IN REMUNERATION
..............................................................................................................................................................................	28
1. EARNINGS DEVELOPMENT	28
2. REMUNERATION OF THE MANAGEMENT BOARD/SUPERVISORY BOARD	28
3. AVERAGE EMPLOYEE COMPENSATION	29
V. GLOSSARY	30

Introduction

The following report contains detailed information on the remuneration of flatexDEGIRO AG in 2023.

Remuneration report for the Management Board and the Supervisory Board

The section "Remuneration report for the Management Board and Supervisory Board" describes the principles of remuneration for the Management Board and Supervisory Board of flatexDEGIRO AG. Furthermore, the section explains the amount and structure of remuneration for the 2023 financial year. The remuneration report complies with the current legal and regulatory requirements, in particular Section 162 of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code (GCGC).

This remuneration report significantly increases the transparency of reporting. Criticisms of the previous year's remuneration report have also been taken into account. The focus is on a more detailed presentation of the remuneration components and targets of the members of the Management Board as well as a detailed presentation of the financial components of the members of the Supervisory Board.

Remuneration report for employees 1

The section "Remuneration report for employees" discloses information on the remuneration system and remuneration structures for employees of flatexDEGIRO AG. The report presents the Group's remuneration framework and explains the decisions on variable remuneration for 2023.

1 Reference to employees in the following report includes employees of all genders.

This document is a convenience translation of the German original
for English speaking readers. The original German version
is the sole legally binding version.	3

I. Remuneration of the members of the Management Board

The following section begins with a review of the 2023 financial year. Further included in this report are the developments of the 2023 remuneration system and the vote on the 2022 remuneration report at the 2023 Annual General Meeting as well as their improvements. This is followed by an overview of the 2023 remuneration system, an explanation of the targets and target achievement for the 2023 financial year and a concrete tabular presentation of the remuneration of the individual members of the Management Board for the 2023 financial year.

1. Review of the 2023 financial year

Due to the tense economic conditions - particularly in connection with the energy crisis, the sharp rise in inflation, the ongoing geopolitical conflict in Russia/Ukraine as well as in the Middle Eas- the 2023 financial year was another particularly challenging year for both the capital markets and the banking sector. Despite these difficult conditions, flatexDEGIRO AG can look back on a successful financial year 2023.

In 2023, a particular focus of activities was the implementation of measures to mitigate the findings of the special audit by the German Federal Financial Supervisory Authority (BaFin) in accordance with Section 44 of the German Banking Act (KWG). Overall, BaFin and the Deutsche Bundesbank are satisfied with the progress made as part of the special audit. The re-approval of the credit risk mitigation technique by BaFin in just ten months marks a significant milestone. The processing to date of the key findings from the special audit under Section 44 of the German Banking Act was confirmed as appropriate. The majority of the implementations will be carried out in the first quarter of 2024.

At the same time, the future competitiveness of the Group was further strengthened through improvements, expansions and automation of our technical system landscape. One of the largest projects, namely the database migration from the MySQL database management system to the MariaDB database management system, was successfully completed before the end of the year.

With the expansion of our own OTC trading platform L.O.X. (Limit Order Xervices) of Xervices GmbH, we have driven forward the expansion of our digital brokerage platforms. Together with increasing the scalability of our cash transaction platform, these are important factors in underlining our claim to be Europe's largest online broker in the future. Another important milestone was the increasing automation of securities processing, which makes a significant contribution to minimizing booking errors and thus increasing customer satisfaction.

This document is a convenience translation of the German original
for English speaking readers. The original German version
is the sole legally binding version.	4

The successes of flatexDEGIRO AG are reflected in the figures for the 2023 financial year flatexDEGIRO AG continued its strong customer growth in the 2023 financial year and further increased its key financial figures despite the challenging economic environment and high extraordinary charges. With around 340,000 new customer accounts, flatexDEGIRO expanded its customer base by a further 13% in 2023 to a total of over 2.7 million. Adjusted for the effects of the recognition and reversal of provisions for long-term variable remuneration, both revenue and the operating result (EBITDA) and consolidated net income increased year-on-year - despite high extraordinary charges in the low double-digit million range.

2. Further development of the remuneration system 2023

The Management Board remuneration system of flatexDEGIRO AG was last approved by the Annual General Meeting on June 29, 2021 with 70.75%. The result of the vote has encouraged the Supervisory Board in its approach of regularly reviewing and, if necessary, adjusting the remuneration system for the Management Board. The Group's remuneration system was last reviewed by the Remuneration Control Committee on December 12, 2023 and found to be appropriate. No adjustments were recommended in this context.

In order to align the remuneration systems of flatexDEGIRO AG and flatexDEGIRO Bank AG in the future and to meet the requirements of the Remuneration Ordinance for Institutions (Institutsvergütungsverordnung - InstitutsVergV), a limitation of the ratio of fixed to variable remuneration will be introduced as a first step as part of a revision of the remuneration system. Accordingly, the variable remuneration may not exceed 200% of the fixed remuneration (i.e., a ratio of 2:1) following a corresponding resolution by the Annual General Meeting in accordance with Section 25a (5) sentence 5 KWG. This ensures regulatory compliance with the requirements for an upper limit for variable remuneration in relation to fixed remuneration in accordance with Section 6 InstitutsVergV and guarantees a balanced opportunity and risk profile. At the same time, this allows an appropriate incentive effect for the members of the Management Board.

3. Vote on the 2022 remuneration report at the 2023 Annual General Meeting and improvements

The Annual General Meeting approved the remuneration report for the 2022 financial year on June 13, 2023 with 62.12%. In order to better understand the cautious vote, flatexDEGIRO sought direct dialog with major investors, who together account for around 1/3 of the free float, as well as with leading proxy advisors. In addition to Investor Relations, the CFO of flatexDEGIRO AG was also involved in a number of these discussions. Discussions were also held with proxy advisors on the recommendation of the Supervisory Board. In addition, a service provider specializing in such issues was consulted for support and quality assurance in the improvement process.

This document is a convenience translation of the German original
for English speaking readers. The original German version
is the sole legally binding version.	5

According to feedback from investors and proxy advisors, the main reasons for the cautious vote were related in particular to the general transparency levels, the maximum remuneration of the Chairman of the Management Board and the presentation of the financial compensation of Supervisory Board members. The feedback received was incorporated in its entirety into the preparation of this remuneration report and into further considerations regarding possible future adjustments to the remuneration system for the Management Board and Supervisory Board.

The Supervisory Board and Management Board have taken up the aspect of greater transparency and will also explain possible special constellations for the application of the remuneration system in detail in future remuneration reports so that third parties can better understand the decisions of the Supervisory Board and the remuneration of Supervisory Board members.

In addition, investors have requested greater transparency regarding the presentation of performance criteria for the 2023 financial year. This is also taken into account in this remuneration report. In the interests of our shareholders, we are providing more information in this respect this year, further increasing transparency.

It is planned to submit a revised remuneration system for the Management Board of flatexDEGIRO AG to the upcoming Annual General Meeting for approval, which particularly addresses the theoretical maximum remuneration and provides for a reduction of this from EUR 15,000,000 to EUR 9,500,000 (Chairman of the Management Board) and from EUR 12,000,000 to EUR 7,500,000 (ordinary members of the Management Board).

4 Remuneration system 2023 at a glance

The remuneration policy and remuneration systems of flatexDEGIRO AG follow and support the company's business and risk strategy. These are aimed at sustainability and consistency in order to promote risk-conscious and responsible behavior on the part of employees and to ensure sustainable and consistent business success. The aim of the remuneration policy is to ensure both qualitatively and quantitatively appropriate staffing levels by making the company an attractive employer. Suitable employees should be recruited, and existing employees should be retained by the company.

The Supervisory Board is responsible for the appropriate structuring of the remuneration systems for the members of the Management Board of flatexDEGIRO AG.

At its six ordinary and thirteen extraordinary meetings in 2023, the Supervisory Board received detailed reports from the Management Board on the company's situation, business policy issues, strategy and other important matters.

In December 2022, the Supervisory Board of flatexDEGIRO AG established a Remuneration Control Committee. This committee meets at least twice a 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.	6

Remuneration governance structure of flatexDEGIRO AG (based on Section 25d (12) KWG and the requirements of the InstitutsVergV)

Fig. 1: Graphic representation of the remuneration governance structure

4.1 Principles of remuneration of the Management Board

The total remuneration consists of non-performance-related, fixed and performance-related, variable remuneration components, which are based on the requirements of the Remuneration Ordinance for Institutions. The principles of the remuneration system are based on the following guiding principles:

Clear focus on the corporate strategy

Performance and capital market reference

Appropriateness of the remuneration

Risk adjustment

• Performance criteria are derived from the corporate strategy
• Pay for performance principle, performance-related variable remuneration, can be reduced to 0
• No bonus commitments
• Ambitious performance targets with a strong capital market focus based on corresponding key performance indicators (KPIs)
• The remuneration of the Management Board is commensurate with the duties and performance of the Management Board member and takes into account the economic situation of the company
• Three key risk-adjusted factors - capital, liquidity, debt

This document is a convenience translation of the German original
for English speaking readers. The original German version
is the sole legally binding version.	7

Regulatory compliance

Long-term orientation

Sustainability / ESG

• Ensuring conformity with the requirements of the AktG, the GCGC and the IVV
• The granting of an option-based LTI is designed to run for several years
• Promoting sustainable and responsible action by agreeing ESG targets

Fig. 2: Overview of the remuneration principles

The remuneration system of flatexDEGIRO AG continues to be geared towards contributing to promoting the business strategy and long-term development of the company and its affiliated companies. This is primarily achieved through a transparent and clear incentive structure for Management Board remuneration. The expertise of external remuneration consultants (hkp) was used in the preparation of the remuneration system. With the upcoming update, we will once again draw on external advice.

The remuneration system - in particular the weighting of economic indicators, social and societal responsibility indicators (ESG criteria, ESG = environment, social, governance), risk-adjusted factors and the uniform remuneration structure for all Management Board functions - is intended to set the right incentive priorities. In particular, the aim is to ensure that the Management Board only makes decisions that promise sustainable business success without focusing on the short-term optimization of its remuneration.

As part of the short-term variable remuneration (STI / annual bonus) without a short-term risk incentive and optimization, commercial and ESG criteria are also taken into account in addition to clearly measurable financial targets such as sales and profitability (EBITDA margin/cost-income ratio). The long-term development of the company is promoted by the fact that, in addition to the annual bonus, there is a stock appreciation right plan (SAR plan) based on virtual share options as a further variable remuneration component with a long-term incentive effect. This is intended to create comprehensible and sustainable incentives for committed and successful work in a dynamic business environment. Achieving or exceeding short and long-term performance targets should be rewarded appropriately without incentivizing the taking of inappropriate risks.

The balanced remuneration system is intended to apply for several years and during this time contribute to achieving a sustainable increase in flatexDEGIRO's enterprise value. The remuneration system complies with the requirements of the German Stock Corporation Act, the expectations of investors and, as described below, the recommendations of the German Corporate Governance Code (GCGC).

The current remuneration of the members of the Management Board is made up of various components. Based on the employment contracts concluded with them, the members of the Management Board are entitled to a fixed annual salary, annual variable performance-related remuneration (Component I), a long-term variable remuneration component (Component II) and fringe benefits. There are no claims to entitlements from a company pension commitment.

This document is a convenience translation of the German original
for English speaking readers. The original German version
is the sole legally binding version.	8

The remuneration 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 remuneration of the Management Board is geared towards sustainable corporate development and that the variable remuneration components have a multi-year assessment basis. Secondary employment is generally subject to approval.

In addition to the regular duties of the Management Board and the personal performance of the respective Management Board member, the criteria for determining the total remuneration are also the performance of the Management Board as a whole and the economic success of flatexDEGIRO within the comparative environment of the flatexDEGIRO Group. The remuneration structure is intended to promote sustainable positive corporate development.

Fig. 3: Remuneration of the Management Board

4.2 Main features of the 2023 remuneration system

The core elements of the remuneration system for the Management Board consist of fixed (non- performance-related) and variable (performance-related) remuneration components.

4.2.1 Non-performance-related remuneration components

The non-performance-related remuneration components include the fixed basic annual salary and remuneration in kind.

Since November 2014, the basic annual salary has amounted to EUR 500,000 gross for the Chief Executive Officer, EUR 300,000 gross for the Chief Financial Officer and EUR 292,811 gross for the Chief Technical Officer. The pro rata compensation for the resigned Management Board mandate

This document is a convenience translation of the German original
for English speaking readers. The original German version
is the sole legally binding version.	9

of the COO and Deputy CEO amounted to EUR 175,000 gross for the 2023 calendar year.

The basic annual salary is paid in twelve equal monthly instalments.

Remuneration in kind mainly consists of the use of a company car or a corresponding monetary car allowance, security measures and insurance premiums as well as the payment of taxes on these.

4.2.2 Performance-related remuneration components (variable remuneration)

In addition to the fixed remuneration components, the remuneration system for the Management Board provides for performance-related (variable) remuneration that is linked to the achievement of targets set by the Supervisory Board at the beginning of each financial year. The performance-related (variable) remuneration consists of two remuneration components, namely short-term remuneration (annual bonus or short-term incentive, STI for short) and long- term remuneration (long-term incentive, LTI for short).

4.2.2.1 Short-term variable remuneration (STI)

The entitlement to the STI applies when the Remuneration Control Committee (RCC) determines the target achievement of the variable remuneration for the final decision submission to the Supervisory Board and the written notification to the members of the Management Board.

4.2.2.1.1 Basis for determining the target amount

The basis for determining the amount of the STI is the target amount (STI target amount). The STI target amount is the amount to which a member of the Management Board is entitled if he or she achieves 100% of the STI annual targets. If the Management Board member does not meet the agreed targets or only partially meets them, the STI can be reduced to 0%; if the targets are exceeded, the STI can be up to 200%. If a member of the Management Board joins or leaves the company during the year, this STI target amount is calculated and determined on a pro rata temporis basis.

In the Management Board remuneration system from 2021, the Supervisory Board defined a theoretical maximum remuneration for the members of the Management Board in accordance with Section 87a (1) sentence 2 no. 1 AktG. This is EUR 15,000,000 (Chairman of the Management Board) and EUR 12,000,000 (ordinary members of the Management Board) for a financial year. At that time, the Remuneration Ordinance for Institutions was not applied at flatexDEGIRO AG. Based on this background, the maximum remuneration was determined as described above. Historically, these upper limits have not been exhausted by any member of the Management Board.

Due to changes in the regulatory framework (since May 2022), the requirements of the Remuneration Ordinance for Institutions also applies to flatexDEGIRO AG. At the 2023 Annual General Meeting, it was decided that the maximum variable remuneration (2:1) can amount to 200% of the annual gross salary. Based on the aforementioned, the theoretical maximum remuneration

This document is a convenience translation of the German original
for English speaking readers. The original German version
is the sole legally binding version.	10