FlatexDEGIRO : Remuneration system for the Members of the Management Board

flatexDEGIRO AG

Remuneration System for Members of the Management Board

PREAMBLE

flatexDEGIRO AG (hereinafter "flatexDEGIRO" or the "Company") operates one of the leading and fastest growing online brokerage platforms in Europe. The advanced, proprietary top technology provides customers with cost-effective services and ensures the smooth processing of paperless customer transactions.

Since the acquisition of DeGiro B.V. in July 2020, flatexDEGIRO has become one of the largest retail online brokers in Europe. In a time of bank consolidation, low interest rates and digitalization, flatexDEGIRO Group is thus ideally positioned for further growth. The aim is to acquire over 3 million customers and increase the number of transactions carried out by 2025 at the latest.

This ambitious goal requires the full commitment and passion of all employees and the strategic and dedicated leadership of the Management Board. The Supervisory Board proposes at the Annual General Meeting a remuneration system for the members of the Management Board that meets this strategic objective and takes into account the statutory requirements of the German Stock Corporation Act (AktG), the regulatory requirements of the German Banking Act (KWG) and the Remuneration Ordinance for Institutions (InstitutsVergV), the recommendations of the German Corporate Governance Code (GCGC) and the expectations of investors and proxy advisors.

The structure of the remuneration system for the Management Board of flatexDEGIRO meets the requirements for modern, competitive remuneration of Management Board members and is in line with good corporate governance including:

• High transparency and traceability
• Balanced selection of performance indicators
• Comprehensible weighting of the individual remuneration components
• Strong focus on the company's success and performance
• Consideration of long-term objectives
• Alignment with the corporate strategy
• Inclusion of share price performance and increase in company value
• Appropriateness and customary practice in horizontal and vertical terms.

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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. OVERVIEW OF THE MAIN CHANGES TO THE REMUNERATION SYSTEM FOR THE MANAGEMENT BOARD

The remuneration system for the Management Board of flatexDEGIRO was last approved by the Annual General Meeting on June 13, 2023, with 70.80%. The Supervisory Board regularly reviews the remuneration system for the Management Board - also with regard to investor expectations - and adjusts it if necessary.

As a result of the regular review of the remuneration system, the Supervisory Board made changes to the structure of the performance-related variable remuneration components and other contractual provisions. The changes are applicable to the measurement of target achievement for short-term variable remuneration (short-term incentive, STI), resulting in the financial performance criteria will be measured over a three year period, and the restructuring of long-term variable remuneration (long-term incentive, LTI).In this case, the development of the share price over a three-year period and compliance with threshold values of risk-adjusting factors within the four-year waiting period are taken into account. Furthermore, the amount of the fixed maximum remuneration in accordance with Section 87a AktG was reduced, and a provision was made in the event of a change of control of the company (change of control clause). The Supervisory Board of flatexDEGIRO took on board the comments made by investors at the last Annual General Meeting and incorporated them into the revision.

Based on previous considerations presented by investors and in line with an increased focus on a sustainable incentive effect, the revision of the LTI intends to establish a stronger share component in the remuneration system. Consequently, a share option plan will be introduced as an LTI instead of the previous Stock Appreciation Rights (SAR). The switch to a share-based remuneration instrument is intended to further align the strategic objectives of the Management Board and the interests of shareholders. The number of share options that can ultimately be exercised is also measured using a share-based performance criterion and several risk-adjusting factors. Thanks to the defined performance criteria, the share option plan offers a targeted control option for achieving the company's targets and ensures that incentives are in line with the company's strategic direction. In addition, the risk-adjusting factors ensure a balanced opportunity and risk profile in the LTI target setting.

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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.

A comparative overview of the adjusted components of the remuneration system are outlined in the following table:

1. PRINCIPLES OF THE REMUNERATION SYSTEM

flatexDEGIRO's remuneration system for members of the Management Board("remuneration system") is 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 economic indicators, social and societal responsibility indicators (ESG criteria, ESG = Environment, Social & Governance), risk-adjusting 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

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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.

decisions that promise sustainable business success without focusing on the short-term optimization of its remuneration.

In addition to clearly measurable financial targets such as sales and profitability (net income margin/cost-income ratio), commercial and ESG criteria are also considered as part of the short-term incentive (STI).

In addition to the STI, the long-term development of the company is anchored in the remuneration system through the multi-year variable remuneration (LTI) in the form of share options.

Management Board remuneration should be both in line with the market and competitive so that the company can attract and retain suitable Management Board members. The remuneration system should therefore give the Supervisory Board the opportunity to react flexibly to a changing market and competitive environment within the specified framework. The incentive structure should be clear and understandable for shareholders and Management Board members, as well as for employees, whose bonus system is based on the Management Board remuneration targets in the sense of a consistent incentive structure.

This is intended 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 criteria is rewarded appropriately without incentivizing the taking of inappropriate risks.

The remuneration system is intended to apply for several years and during this time contribute to achieving a sustainable increase in the enterprise value of flatexDEGIRO. The remuneration system complies with the requirements of the AktG, the KWG and the InstitutsVergV. It considers the expectations of investors and proxy advisors and, as shown below, complies with the recommendations of the GCGC in the version published on April 28, 2022.

1. MAXIMUM REMUNERATION AND LIMITATION OF VARIABLE REMUNERATION (upper limit)

In accordance with Section 87a (1) sentence 2 no. 1 AktG, the Supervisory Board has set a maximum remuneration for the members of the Management Board, which limits the maximum payment of the remuneration allocated for a financial year, consisting of non-performance-related (fixed salary, fringe benefits) and performance-related (STI and LTI) remuneration components.

Note: The maximum remuneration is neither the remuneration level targeted by the Supervisory Board nor is it necessarily considered appropriate. It is to be clearly distinguished from the annual target remuneration. It merely sets an absolute upper limit (cap), for example to avoid disproportionately high Management Board remuneration in the event of an unexpectedly good financial year.

When determining this maximum remuneration, the Supervisory Board differentiates between the Chairman of the Management Board and the ordinary members of the Management Board to the same extent as when determining the target remuneration. The maximum remuneration was reduced compared to the previous system. Moving forward, the maximum remuneration will be EUR 9,500,000

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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.

for the Chairman of the Management Board and EUR 7,500,000 for the ordinary members of the Management Board.

In addition to the maximum remuneration in accordance with Section 87a para. 1 sentence 2 no. 1 AktG, the Supervisory Board has determined in accordance with Section 25a para. 5 sentence 4 KWG and Section 6 para. 1 InstitutsVergV that the variable remuneration may not exceed two times the fixed remuneration (i.e. that an upper limit of 2:1 is set for the variable in relation to the fixed remuneration). On June 13, 2023, the Annual General Meeting of flatexDEGIRO approved the proposal to increase the upper limit for the variable remuneration components of the members of the Management Board of flatexDEGIRO AG to 200% of the fixed remuneration in accordance with Section 25a (5) sentence 5 KWG by 91.5%. Compliance with the 2:1 cap is reviewed after the end of each financial year or after the corresponding remuneration components have been granted or after the share options have been allocated. If the variable remuneration would exceed this upper limit, it is reduced accordingly.

IV. REMUNERATION COMPONENTS AND RELATIVE SHARES OF REMUNERATION

The remuneration system basically consists of non-performance-related fixed and performance- related variable remuneration components.

• The non-performance-related remuneration consists of a fixed salary and fringe benefits (namely insurance, company car). There is no company pension scheme for members of the Management Board.
• In contrast, performance-related remuneration is not fixed but linked to the achievement of certain targets and is therefore variable. It consists of a short-term and a long-term variable remuneration component, the STI and the LTI.

The Supervisory Board determines an annual total target remuneration for each member of the Management Board within the framework set by the remuneration system, which is made up of the fixed salary, fringe benefits and the target amounts for the STI and LTI assuming 100% target achievement. The non-performance-related remuneration accounts for around 30% - 40%, the performance-related STI for around 20% - 35% and the performance-related LTI for around 30% - 45% of the target remuneration.

The performance-related variable remuneration for members of the Management Board (STI and LTI) accounts for around 60% - 70% of the total target remuneration. By overweighting the LTI compared to the STI, the remuneration structure is also geared towards the sustainable and long-term development of the company. The following chart shows the relative share of the respective remuneration components in the total target remuneration and the percentage ratio of fixed and variable remuneration to each other:

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Graphical representation of the remuneration structure

The target remuneration is made up of non-performance-related and performance-related components.

In the first year of allocation of the LTI, a different remuneration structure can be applied in case a one- off higher initial allocation is to be made. This can provide for the LTI to be increased as a percentage to around 60% at the expense of the STI component (whereby an STI is still promised). This ensures that the variable remuneration remains aligned over several years and even strengthens it. The percentage shares of the remuneration components are disclosed transparently in the remuneration report. The remuneration structure described above is applied in the years following the year of initial allocation.

1. NON-PERFORMANCE-RELATEDFIXED REMUNERATION COMPONENTS

The non-performance-related remuneration consists of two remuneration components: Fixed salary and fringe benefits.

• Fixed salary:
  The fixed salary is a fixed remuneration for the year, which is based on the area of responsibility and experience of the respective Management Board member and is paid in twelve equal monthly instalments on the 15th of each month, subject to statutory deductions. If a member of the Management Board joins or leaves the company during the year, the fixed salary is paid pro rata temporis.
• Fringe benefits:
  Other fixed remuneration components are contractually agreed fringe benefits such as contributions to insurance policies (e.g. group accident insurance, life and disability insurance) and the provision of a company car in accordance with the applicable company car policy, which can also be used privately.

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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.

VI. PERFORMANCE-RELATED VARIABLE

REMUNERATION COMPONENTS

The performance-related variable remuneration consists of the two remuneration components STI and LTI:

• Short-termvariable remuneration (STI):
  In addition to the fixed remuneration components, all members of the Management Board are entitled to an STI.
  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 Management Board member is entitled if 100% of the STI performance criteria are achieved. Depending on the degree of target achievement, the payout from the STI can be between 0% and 200% of the STI target amount.
  In principle, the Supervisory Board will ensure that the target values are appropriately ambitious, but remain achievable for the Management Board and therefore do not fail to fulfil their incentive function. The STI target amount and the target values for the performance criteria defined in the remuneration system are determined for the respective financial year by the Supervisory Board for each member of the Management Board at its due discretion in the first quarter of a financial year.
  The STI 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.
  The financial performance criteria are weighted at 50% - 60% in the STI and are based on the Group's operating result. Sales growth and profitability growth (net income margin/cost-income ratio) compared to the previous year are the most important financial performance indicators for the Group's operating financial performance. In order to ensure a multi-year view for the STI and to prevent performance criteria from being optimized in the short term at the expense of the company's long-term development, the financial performance criteria are measured over a three-year period. For this purpose, the current financial year and the two preceding financial years are used to determine the target achievement of the financial performance criteria. The current financial year is given the highest weighting.
  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.
  Commercials include, for example, the acquisition of new customers in relation to other market participants with a comparable business model.

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is the sole legally binding version.

Sustainability criteria, include components such as, employee satisfaction and the promotion of diversity (e.g. implementation of an employee engagement survey), customer satisfaction (e.g. continuous measurement of the Net Promoter Score) and sustainability (e.g. CO2 reduction).This list is for illustrative purposes only and is neither exhaustive nor mandatory in itself; the Supervisory Board makes the final selection and weighting of the sustainability criteria at its reasonable discretion. The targets used are disclosed ex post in the remuneration report.

If a member of the Management Board joins or leaves the company during the year, the STI target amount is calculated and determined pro rata temporis.

The following chart shows the relative share of the financial and non-financial performance criteria of the short-term variable remuneration in the total annual target remuneration and the percentage ratio of the performance criteria within the STI:

Graphical representation for determining the STI

After the end of the financial year/with the annual financial statements, the Supervisory Board determines whether the performance criteria have been achieved, exceeded or missed based on the actual values resulting from the key figures in the consolidated financial statements and otherwise determined separately. In addition, the total amount of variable remuneration is reviewed in accordance with Section 7 InstitutsVergV. If the performance criteria are not met in full, the STI may also be below the target amount or may not be awarded at all. The target values and their achievement are disclosed ex-post in the remuneration report. If the criteria pursuant to Section 7 InstitutsVergV are not met in an overall assessment, the variable remuneration may also be reduced or not paid at all.

If a member of the Management Board leaves during a financial year as a so-called "good leaver", the STI is granted pro rata temporis on the due date specified in the employment contract if the corresponding target achievement has been determined after the end of the financial year and the review in accordance with Section 7 InstitutsVergV has taken place. A

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is the sole legally binding version.

member of the Management Board is considered a "good leaver" if their appointment ends regularly due to the fixed term or ends prematurely for a reason for which the Management Board member is not responsible. In individual cases, the Supervisory Board remains authorized to settle the existing STI entitlements of aManagement Board member leaving during the financial year with a one-off payment in accordance with the internal severance policy (in this case, the company will declare a deviation from recommendation G.12 of the GCGC).

If the Management Board member leaves as a "bad leaver", all STI entitlements lapse. A Management Board member is deemed to be a "bad leaver" if he or she resigns from office without good cause for which the company is responsible or if his or her appointment ends prematurely for good cause for which the Management Board member is responsible.

• Long-termvariable remuneration (LTI):
  The LTI is based on a share option program to ensure the long-term and sustainable development of the company and the multi-year orientation of the variable remuneration. The share option program is based on the following key framework conditions:

1. Entitlement and allocation

Each year, the members of the Management Board are allocated an amount of share options calculated on the basis of an individual target amount. The number of share options allocated is calculated by dividing the target amount by the fair value of a share option on the date of allocation.

Share options can only be allocated if, at the time of allocation, the requirements pursuant to Section 7 of the Remuneration Ordinance for Institutions (Institutsvergütungsverordnung), as amended, are met, there is no conflicting ruling by the German Federal Financial Supervisory Authority (BaFin) or another supervisory authority and the threshold values of the risk-adjusting factors pursuant to the following item 4 below at the time of allocation.

Subject to the following provisions, each stock option grants the beneficiary the conditional right to subscribe to one registered no-par value share of flatexDEGIRO with a notional interest in the share capital of EUR 1.00 (subscription shares) in return for payment of the subscription price.

The subscription price (issue price within the meaning of Section 193 (2) No. 3 AktG) for a registered no-par value share of flatexDEGIRO with a notional interest in the share capital of EUR 1.00 corresponds to the non-volume-weighted average closing price of the company's shares in XETRA trading (or a comparable successor system) on the Frankfurt Stock Exchange during the last 20 trading days prior to the respective allocation, but at least the lowest issue price within the meaning of Section 9 (1) AktG.

2. Runtime

The share option can be exercised at the earliest after the expiry of a waiting period of four years from the grant date ("waiting period").

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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.