The markets of tomorrow need new structures.

Transcription

1 The markets of tomorrow need new structures.

2 Page 02 Annual Report 2014 Contents FinTech Group AG at a glance Key figures of FinTech Group AG 5 Letter of the Executive Board to the shareholders 8 Report of the Supervisory Board 12 Group Management Report 22 Consolidated Financial Statement 50 Group Annex 60

3 Page 4 Annual Report 2014 Key figures Key figures of FinTech Group AG Change Operational business Executed transactions Number 6,023,210 5,486, % Number of customers Number 134, , % Tot. transactions per customer/year Number % Customer assets under management millions 4,043 3, % of which: Custodial asset volume millions 3,236 2, % of which: Deposit volume millions % Result Net commission income K 15,819 14, % Net interest income K % Administrative expenses K 32,819 14, % EBITDA K -8, % EBIT K -9,543-1, % Net profit / net loss for the year K -7,593-1, % Balance sheet Balance sheet total K 93,893 50, % Equity K 44,746 30, % Equity ratio in % % Employees as of 12/31/2014 Employees Number %

4 next generation finance from 21st-century technologies to new opportunities fintech is the revolution of the financial industry

5 Page 8 Annual Report 2014 Letter of the Executive Board Letter of the Executive Board Dear shareholders, At the latest when you took a look at this Annual Report, you probably noticed a significant change in our 2014 fiscal year: flatex Holding AG has become FinTech Group AG. The change of a company name or of a strong and successful brand is significant. I would like to explain in more detail below why this is important for the realization of our vision. the contrary, these measures have been well received by shareholders, as they are growth-oriented and conducive to our common strategy. We are delighted with this confirmation, because it gives us a good feeling for a successful future. In this sense I wish you and our company a successful 2015 fiscal year. A variety of modern technologies has been introduced into our daily routine, making our lives easier and more convenient in many ways in almost every respect. Only one area remained largely outside of this influence the financial sector. Kulmbach in spring 2015 Against this backdrop and the existing opportunities, the vision emerged to form a company that could revolutionize finance with innovative technologies. Through the acquisition of a majority interest in XCOM AG, an IT innovator for the financial services sector with its subsidiary biw Bank AG, we have created the perfect fit and thus the foundation for a powerful FinTech company. The name FinTech Group AG describes what we are: a consortium of established, successful, and innovative business models that together represents more than the sum of its parts. A one-stop shop for start-ups and ideas that without us would fail due to the stringent regulatory requirements of the supervisory authorities. Frank Niehage Chairman of the Executive Board For us, FinTech Group is more than just a name it s a promise. A promise to you, our customers and partners, which you can experience with us as shareholders in the coming years. Together with you we want to become the leading financial services technology company in Europe. That both we and the financial market believe in us is demonstrated not least by the share price of FinTech Group AG. Within twelve months, the price has risen by more than 100 percent. Several capital increases have not harmed the share price on

6 Report of the Supervisory Board

7 Page 12 Annual Report 2014 Report of the Supervisory Board Report of the Supervisory Board Dear shareholders, In the following, the Supervisory Board informs you about its activities in fiscal year FinTech Group AG concluded the 2014 fiscal year within the scope of its objectives. Overall, the fiscal year was marked by two main factors: On the one hand, the strategic development of the entire business unit of online banking. On the other hand, the clear aim of the company to become a leading European provider of innovative technologies in the financial sector over the medium term. To this end, the foundation was laid with the successful rebranding of flatex Holding AG into FinTech Group AG as well as the hiring of additional highly qualified management talent. A strategically important milestone on the way to FinTech as a major player was reached in the past fiscal year with the majority acquisition of XCOM AG Group. In the fourth quarter of 2014, FinTech Group AG contractually secured an option to purchase more than 50 percent of XCOM AG, including its wholly-owned subsidiary biw Bank AG. The approval of Germany s Federal Financial Supervisory Authority and the Deutsche Bundesbank for the acquisition of this controlling interest had not yet been given as of December 31, 2014, but it was granted after the end of the fiscal year on 03/16/2015. In the future, the two corporate groups will become one of the largest European providers of innovative technologies for the financial sector. The business model is intended to rest on two pillars: transaction banking & in/outsourcing for third parties and retail online banking with own brands. As a publicly traded company, FinTech Group AG will bring together its established, successful activities with an innovative platform for disruptive and high-growth business strategies. As part of the successful capital increase in December 2014, 1,399,528 new shares were placed. The proceeds of EUR 13.1 million were mainly used to finance the majority acquisition of the XCOM Group. The new shares were issued under utilization of authorized capital and corresponded to ten percent of the share capital. In this context it is also important to mention that the analysts of Hauck & Aufhäuser added research coverage of FinTech Group AG and its stock. This means that our investors will have an additional independent and competent source of information in the future. The management aims to recruit more analysts to cover the company. Supervisory Board activities in 2014 In fiscal year 2014, the Supervisory Board monitored the activities of and provided advice to the Executive Board of FinTech Group AG in fulfillment of its duties required by law and the Articles of Association. The benchmark for this monitoring was the legality, correctness, appropriateness, and efficiency of management. The information transmission of the Executive Board to the Supervisory Board was carried out in a continuous, comprehensive, and timely manner both in written and oral report form. The Executive Board s reports included all essential information about the current situation of the company, in particular the corporate planning, strategic development, risk situation, and risk management. In addition, the Executive Board reported on essential business transactions and the development of the situation in regard to assets, finances, and earnings. The current situation of the company has been regularly reviewed by the Supervisory Board at the meetings of the Supervisory Board on the basis of written and oral reports of the Executive Board. The Supervisory Board must check for plausibility and critically examine and discuss reports issued by the Executive Board and other information. The Supervisory Board was directly involved at an early stage in all decisions of fundamental importance to the company. Business transactions whose implementation was subject to the approval of the Supervisory Board were carefully examined, discussed in detail with the Executive Board, and then decided by the Supervisory Board. In addition to meetings, the Supervisory Board Chairman was in continuous communication with the Executive Board, discussed strategy with it, and was informed about the business development as well as major events. Meetings and participation The Supervisory Board held a total of five Supervisory Board meetings in fiscal year All members of the Supervisory Board participated in all meetings. Two meetings were held in the first half of 2014, and two meetings were held in the second half.

8 Page 14 Annual Report 2014 Report of the Supervisory Board The topics of the Supervisory Board plenary meeting Regular topics of discussion in the plenary meeting were the sales and earnings development of FinTech Group AG and its major subsidiaries flatex GmbH, CeFDex AG, KochBank GmbH, Wertpapierhandelsbank (merged with CeFDex AG in 2014), and AKTIONÄRSBANK Kulmbach GmbH. This included in particular the financial situation, the quarterly written reports of the Executive Board on the risk situation, and significant developments in the areas of investments, partnerships, the operative customer business, and trading. Specifically, the following topics were discussed and the following resolutions were passed, among others, in the meetings of the previous fiscal year: At the meeting on Friday, February 21, 2014, the Supervisory Board initially had the Executive Board explain the preliminary results as of Tuesday, December 31, Then a decision was made in favor of a capital increase of Aktionärsbank, and key issues at the subsidiaries were reported on. At the meeting on Friday, May 23, 2014, the Supervisory Board had the Executive Board explain the annual financial statement as of Tuesday, December 31, 2013, and elucidate the management report. Then the auditor present reported his audit findings in detail. The audit of the annual financial statement and the management report by the auditor and the final examination by the Supervisory Board did not lead to any objections. The Supervisory Board approved the annual financial statement drawn up by the Executive Board after extensive discussion. In addition, the Supervisory Board approved the proposed allocation of earnings. With this, the annual financial statement was adopted. After that, the consolidated financial statement as of Tuesday, December 31, 2013, and the consolidated management report were explained by the Executive Board. Then the auditor present reported his audit findings in detail. The audit of the consolidated financial statement, the consolidated management report by the auditor and the final examination by the Supervisory Board also did not lead to any objections. The Supervisory Board approved the consolidated financial statement drawn up by the Executive Board after extensive discussion. Other points of discussion were decisions on the resolutions proposed by the Supervisory Board at the Annual General Meeting, approval of the draft agenda of the Annual General Meeting of the company, and the resolution on the report of the Supervisory Board at the Annual General Meeting for fiscal year The Supervisory Board was informed about the implementation of the capital increase from the Authorized Capital 2009, which had been previously approved by it on March 18, At the meeting on July 23, 2014, in addition to the election of a new Supervisory Board Chairman and his deputy, several contract conclusions were discussed and resolved. Following that, various personnel issues of FinTech Group AG and its subsidiaries were addressed. At the meeting on November 25, 2014, the Supervisory Board considered matters including the election of the Chairman and his deputy. In addition, topics related to the majority acquisition of XCOM Group, the strategic direction, and personnel issues were discussed and addressed, along with the figures, risk reports, audit reports, etc. of the group. On December 11, 2014, the Supervisory Board met again for a teleconference. At this meeting, approval of the decision of the Executive Board on the implementation of the capital increase resolved on December 2, 2014, from Authorized Capital 2014 was granted. In addition, the amendment of the Articles of Association after partial utilization of Authorized Capital 2013/III was approved. Organization of the Supervisory Board s work The Supervisory Board did not form any committees during the reporting period. With the exception of several resolutions which took place by way of circulation, all resolutions of the Supervisory Board were concluded in meetings. Composition of the Supervisory Board and Executive Board In accordance with the Articles of Association of FinTech Group AG, the Supervisory Board consists of three members. Members of the Supervisory Board are presently Mr. Martin Korbmacher (Chairman), Mr. Achim Lindner (Deputy Chairman), and Mr. Bernd Förtsch. During the reporting period, the following personnel changes took place in the Supervisory Board and Executive Board:

9 Page 16 Annual Report 2014 Report of the Supervisory Board With completion of the Annual General Meeting on July 18, 2014, Karl Matthäus Schmidt resigned as a Supervisory Board member. As a substitute member, Mr. Stefan Feulner was elected to the Supervisory Board by the General Meeting. Bernd Förtsch took over the chairmanship, and Mr. Lindner was elected as his deputy. At the end of the special meeting of shareholders on October 30, 2014, Mr. Feulner resigned as a Supervisory Board member. Mr. Martin Korbmacher was elected as his successor; he was elected Chairman on November 25, 2014, and Achim Lindner was chosen as his deputy. Thomas Schmidt resigned from the Executive Board of FinTech Group AG with effect from January 31, 2014, and fully dedicated himself to further development and expansion of the subsidiary AKTIONÄRSBANK Kulmbach GmbH until October At the end of 2014, Mr. Thomas Schmidt left the group. Effective August 15, 2014, Frank Niehage joined the Executive Board and was simultaneously appointed as Chairman of the Board of FinTech Group AG. Effective November 30, 2014, Stefan Müller resigned as a member of the Executive Board. He now is addressing new tasks within the company and continues to serve as a fully authorized representative. The Executive Board of FinTech Group AG is therefore currently composed of Mr. Frank Niehage. Annual and consolidated financial statement audit 2014 The auditing and tax consulting firm Schneider + Partner GmbH, Munich, audited the annual financial statement and consolidated financial statement drawn up by the Executive Board as of Wednesday, December 31, 2014, along with the management report and the consolidated management report for fiscal year 2014, and provided each of them with an unqualified auditor s opinion. The annual financial statement as of Wednesday, December 31, 2014, for fiscal year 2014 was prepared according to generally accepted accounting standards (HGB); the consolidated financial statement and the consolidated management report were prepared in accordance with the Accounting Directive for Banks and Financial Services Providers (RechKredV). The documents of the financial statements (annual financial statement and management report of the company as well as the consolidated financial statement and consolidated management report), the proposed allocation of earnings of the Executive Board, and the auditor s reports were in each case promptly presented to the Supervisory Board for inspection. The Supervisory Board examined the documents of the Executive Board and the audit reports of the auditor, particularly with regard to legality, correctness, and appropriateness. At the meeting on the annual financial statement, the management report, the consolidated financial statement, and the consolidated management report on June 16, 2015, the auditor explained the audit results in detail in their main points and was available to provide additional information. The members of the Supervisory Board acknowledged the audit reports and audit opinions, critically assessed them, and discussed them as well as the audits themselves with the auditor, including questions about the type and scope of tests as well as the results of the audit. Here the Supervisory Board was able to convince itself of the correctness of the audits and audit reports. The Supervisory Board acknowledged and approved the audit findings. The Supervisory Board performed a final review of the annual financial statement, the consolidated financial statement, the management report, the consolidated management report, and the profit distribution proposal of the Executive Board, taking into consideration the reports of the auditor, and stated no objections according to the findings of its review. The Supervisory Board approved the annual financial statement and consolidated financial statement prepared by the Executive Board. With this, the annual financial statement was adopted. In its assessment of the situation of the company and the group, the Supervisory Board agrees with the Executive Board in its management report. The Supervisory Board concurs with the proposed allocation of earnings of the Executive Board.

10 Page 18 Annual Report 2014 Report of the Supervisory Board Examination of the report of the Executive Board on relations with affiliated companies The report prepared by the Executive Board in accordance with 312 AktG on relations with affiliated companies (dependency report) for fiscal year 2014 was submitted to the Supervisory Board together with the audit report prepared by the auditor. The auditor examined the dependency report and issued the following unqualified audit opinion in accordance with 313 AktG: The Supervisory Board thanks the members of the Executive Board and the employees of FinTech Group AG and its subsidiaries for the services provided and the efforts over the past fiscal year. For the Supervisory Board Kulmbach, Tuesday, June 16, 2015 Based on our audit and assessment, we confirm that 1. the information in the report is correct, 2. in the legal transactions listed in the report, the payment of the company was not unreasonably high. Martin Korbmacher Chairman of the Supervisory Board The Supervisory Board examined the dependency report of the Executive Board and the audit report of the auditor. The Supervisory Board in particular believes that the audit report as well as the audit performed by the auditor meet the legal requirements. The Supervisory Board examined the dependency report in particular for completeness and accuracy, and was also satisfied that the group of affiliated companies was determined with due care and necessary precautions to identify the reportable legal transactions and measures were taken. Indications that would be the basis of objections to the dependency report were not found in this review. The Supervisory Board approves the results of the audit of the dependency report by the auditor. According to the final results of the examination by the Supervisory Board, there are no objections to be raised to the declaration of the Executive Board at the end of the dependency report.

11 Group Management Report

12 Page 22 Annual Report 2014 Management Report Management Report of FinTech Group AG (formerly: flatex Holding AG) A. Fundamentals of the group Headquartered in Kulmbach, FinTech Group AG (formerly flatex Holding AG) is a publicly traded, future-oriented company that holds stakes in the field of the financial services industry in its portfolio. The subsidiaries operate with their own strategy and brand in Germany and Austria. Relevant target groups are addressed with appropriate marketing and sales strategies. FinTech Group AG performs key functions for the subsidiaries in the Group. The resulting increase in efficiency means lower costs in the Group structure and higher returns for shareholders. B. Macroeconomic and sectoral conditions I. The German economy as a whole Thanks in part to the oil price lows, the German economy is picking up again after a period of weakness in recent months. In particular, private consumption and increasing investments are providing momentum, as the Kiel Institute for World Economy (IfW) forecasts in its latest estimate for 2015 and Accordingly, economic output in Germany will increase by 1.7% in the new year and by 1.9% in 2016 compared with 1.5% in the current year. First, private consumption in particular will have a stimulating effect. Purchasing power is growing thanks to higher net income and the dramatic fall in oil prices. Disposable income of private households will increase by 3.7% next year (2014: 2.7%). It is primarily an increase in net wages by 4.4% (3.7%) that is contributing to this. In addition to the usual salary increases, the introduction of the minimum wage and the increase in social benefits (including the mothers pension and retirement at 63) are already noticeable. The price decline in oil temporarily offsets domestic inflation, so that at the turn of 2014/2015, rising incomes are translated into greater purchasing power practically on a one-to-one basis, explains Stefan Kooths, Head of the IfW Forecast Center. Already in the final quarter of the current year, a sharp rise in consumer spending is expected. If oil prices continue to remain low, which is assumed in the forecast, the positive purchasing power effects are likely to radiate far into the coming year. Business investment will gradually drive the economy, as interest rates remain low when demand picks up. German exports are turning out to be robust in a difficult international environment, and the falling oil price will lead to noticeably improved conditions in the coming year. II. The macroeconomic situation According to the IfW forecast, the dynamics of the global economy will gradually strengthen over the next two years. The increase in world production calculated on the basis of purchasing power parities will increase from 3.4% this year to 3.7% and 3.9% respectively in 2015 and In particular, monetary policy that remains very expansionary on the whole and the decline in oil prices are stimulating economic activity in the private sector. For the United States, growth rates in the gross domestic product of 3.2% and 3.5% respectively are expected over the next two years. III. Financial markets After two extremely strong years, the DAX rose by only 2.6% in 2014, closing at 9806 points at the end of the year. Although the DAX climbed to a new all-time high of 10,093 points, it could not remain at this level against the backdrop of concerns about the political crisis in Greece, the economic difficulties in Russia, and the ever-falling price of oil. In the United States, the performance was much better: The Dow Jones was up 8.8%, the S&P %, and the Nasdaq Composite 15%. The good performance of the indices in the United States is mainly due to the strong economic situation. The MDAX was 2.2% higher for the year, ending 2014 with 16,966 points. The Tec- DAX did best of all: Compared to January 1, 2014, it was 17.5% higher. Many experts are optimistic for 2015, although they expect high volatility. Investors could take a wait-and-see attitude due to a possible end of the Greek austerity and

13 Page 24 Annual Report 2014 Management Report uncertainty about the monetary policy stance of the ECB. Over the long term, many analysts expect a rising DAX, thanks to a growing U.S. economy. Analysts interviewed by the Reuters news agency see the benchmark index at 10,800 points by the end of the year. Experts predict parity with the dollar, that is, one dollar is equal to one euro. In 2014, the euro lost more than 11% against the dollar. While the U.S. economy is accelerating more and more, the economy in the euro zone is weakening. IV. Sectoral conditions Online banking and online brokerages in Germany are continuing to enjoy increasing popularity, which is not least due to the fact that customers using mobile devices can carry out banking transactions at any time and without geographical boundaries. Online banks are reforming the traditional banking sector, because they respond significantly faster and more effectively to customer requests and needs than would be possible for typical branch banks. For this reason, branch banks have increasingly turned their attention to the online business in recent years and founded online subsidiaries that act as additional competitors for companies operating exclusively online. Additionally, many smaller online brokers specialized in only a few or even just one product are meeting the demand of customers. Since there are limits to product diversity, the trend toward an all-in-one solution is increasing price competition. The consolidation that has already begun at online brokers is expected to continue in the coming years. The increase in customers taking advantage of online banking and brokerages has slowed compared to previous years. For potential customers, concern about cybercrime is likely to play a role that is just as important as continued low interest rates or the fluctuations in the financial markets that are in part quite substantial. For banks and brokers operating in the online brokerage area, volatility on the stock markets often means significantly higher revenue than in times of moderate markets or markets moving sideways. But it is precisely these hectic market phases in which private investors make poor investments due to limited experience, leading to greater caution afterwards. The many online trading customers are distributed among the four largest direct banks operating in Germany. In an environment of limited growth figures, other than through a compelling price new customers can only be won over if new standards such as easy-to-use platforms, convincing and efficient service, and stable technical infrastructure are fulfilled by the provider. The requirements for banks and brokers have continued to increase in the regulatory, legal environment, and this is also to be expected for the coming years through the revised Markets in Financial Instruments Directive ( MiFID II ), for example. C. Business development of the group The business development of the group is mainly determined by the activities of flatex GmbH, AKTIONÄRSBANK GmbH, and CeFDex AG. In the core online brokerage business, flatex GmbH achieved improved earnings with stable costs through an increased number of transactions and the expansion of new customer numbers. AKTIONÄRSBANK GmbH began operating on 02/04/2014. Despite intensive customer acquisition measures, the initial objectives for 2014 were not met, and the planning had to be readjusted. Under an agreement dated December 20, 2013, with effect from January 1, 2014, FinTech Group sold all shares in Kochbank GmbH to CeFDex AG under conditions precedent. The conditions precedent occurred on January 2, 2014, making the purchase effective. By an agreement dated April 30, 2014, with effect from January 1, 2014 (date of merger), KochBank GmbH as the transferring entity transferred its entire assets by dissolution without liquidation to CeFDex AG as the acquiring entity, without granting shares to CeFDex AG pursuant to 2 ff., 46 ff., and 60 ff. of the Transformation Act (UmwG, merger by acquisition). Registration of the merger in the commercial register was on May 27, With the implementation of the planned merger, the three new business areas Designated Sponsoring, Institutional Sales (Sales Trading / Brokerage), and Corporate Finance were added to CeFDex AG in the reporting year. Due to the cost-cutting measures carried out in 2013, CeFDex AG concluded fiscal year 2014 with a good operating result. flatex&friends GmbH and MYFONDS.DE GmbH, which offer Internet services related to financial markets, are of minor importance for the business development of the group.

14 Page 26 Annual Report 2014 Management Report FinTech Group AG The fiscal year of FinTech Group AG was marked by the new strategy of becoming one of the leading financial services technologies companies in Europe over the medium term. In the future FinTech Group AG will offer online banking services across the entire financial services spectrum and develop and finance disruptive technologies and business models. To also reflect these expanded activities in the name, the name flatex Holding AG was changed to FinTech Group AG. The Annual General Meeting 2014 of flatex Holding AG, at which the company was renamed to FinTech Group AG, was held in Kulmbach on July 18, All items up for vote were approved. The accumulated profit in 2013 amounting to EUR 684, was carried forward onto new account in full. In addition, a special meeting of shareholders of FinTech Group AG was held in Kulmbach on October 30, 2014, at which the creation of conditional capital (Conditional Capital 2014) was the primary business. All items up for vote were also approved in this case. The accounting of FinTech Group AG as an individual company was according to German Commercial Code (HGB), while the accounting for the consolidated financial statement was according to the Accounting Directive for Banks and Financial Services Providers (RechKredV) on the basis of 340 i para. 3 HGB. During the fiscal year, there were significant changes in the associate companies. At AKTIONÄRSBANK Kulmbach GmbH (hereinafter AKTIONÄRSBANK), contributions to the voluntary capital reserve of more than KEUR 1,000 in February 2014 and KEUR 500 in August 2014 led to an increase in the investment book value. The increase in shares in CeFDex AG, Frankfurt am Main, also resulted from two allocations to capital reserves totaling KEUR 1,500. The book value of the shares in flatex GmbH, Kulmbach, increased by KEUR 100 to KEUR 324 due to an allocation to the capital reserve. As part of the successful capital increase in December 2014, 1,399,528 new shares were placed. The proceeds of EUR 13.1 million were mainly used to finance the majority acquisition of the XCOM Group. The new shares were issued under utilization of authorized capital and corresponded to 10% of the share capital. flatex GmbH The company is a discount online broker specializing in securities transactions and targets active, well-informed traders and investors acting and investing independently. The offer covers all security types, all German and many international stock exchanges, off-the-floor trading, and both CFDs and FX trading (currency trading). The service range is characterized by an inexpensive pricing model coupled with a focus on customer-oriented service. flatex is the brand of the financial services institution flatex GmbH, a 100% subsidiary of FinTech Group AG. The account and securities deposit management for the customers of flatex GmbH is with the Bank für Investments und Wertpapiere AG (hereinafter biw Bank AG), Willich, which is a member of the German Deposit Protection Fund. The number of customers has increased by 4% compared with the same period last year to 130,490. With flatex Germany, there are currently 124,035 customers, and with flatex Austria 6,455. Customer assets increased by 10%, from EUR 3,527 million to EUR 3,878 million. The transaction numbers rose by 6% over 2014, from 5,486,715 to 5,797,947 orders (Germany 5,499,607 orders, Austria 298,340 orders). flatex GmbH again received awards in fiscal year In the 2014 broker poll, flatex GmbH was able to take third place in three segments, in the categories of Online Broker, Certificate Broker, and Daytrade Broker. flatex GmbH continued to edge out the competition in an independent study of the German Society for Consumer Studies (DtGV) and news channel N24. In a test of 16 online brokers, flatex GmbH took first place. In the test, flatex GmbH was able to score points especially in customer service, transparency, and conditions. In April 2014 the magazine uro commissioned Germany s largest bank test, as it does every year. As in 2013 flatex GmbH took first place in the category Brokerage. The Vienna branch took up business operations in September After less than a year, it was closed on 07/31/2014. Despite local presence compared to the previous situation, only a small increase in key indicators could be seen, and the additional expense did not amortize. flatex GmbH has been and will continue to be active on the Austrian market at the Internet address but it will not have its own branch as was the case before 2013.

15 Page 28 Annual Report 2014 Management Report A separate branch in Frankfurt is also no longer necessary for the concentration of activities. This branch was closed on 09/30/2014. AKTIONÄRSBANK Kulmbach GmbH AKTIONÄRSBANK GmbH was established on 02/06/2012 and is part of FinTech Group AG. The company s headquarters is Kulmbach (Bavaria). In addition, AKTIONÄRS- BANK GmbH maintains a dependent branch in Frankfurt. The aim of the founding of the company was and is to expand the existing business model of the group in order to expand its own deposit business to include account management. AKTIONÄRSBANK is a member of the Association of German Banks (BdB) and part of the Deposit Protection Fund of the Association of German Banks. With effect from 09/10/2013, AKTIONÄRSBANK obtained permission to conduct banking transactions from the Federal Financial Supervisory Authority in accordance with 32 para. 1 sent. 1 of the German Banking Act (KWG). As a deposit-taking institution, AKTIONÄRSBANK GmbH is entitled to operate the deposit, lending, and securities deposit business as well as offer other services. AKTIONÄRSBANK GmbH has outsourced various activities of its business operations and allows these to be provided by external service providers. This includes procurement of functions of the core banking system and services related to securities settlement as well as activities in the areas of payroll processing, accounting and controlling, internal audit, group auditing, data protection, regulatory reporting, human resources, securities settlement, and IT services. To this end, AKTIONÄRSBANK GmbH relies on service providers tried and tested in the German market which have a variety of references in the area of online securities trading and which also enable favorable scaling of the cost sharing of AKTIONÄRS- BANK GmbH. With its market image and the slogan Where Germany trades!, AKTIONÄRSBANK GmbH offers both private investors and active traders the opportunity to use new, innovative, and easy-to-use trading functions to trade on the major exchanges in Germany, Europe, and the U.S. as well as conduct OTC trading with reputable issuers with permanently low and transparent pricing. For trading, all tradable shares, bonds, warrants, certificates, ETFs, funds, CFDs, and currencies are available, and all of this on a newly developed and easy-to-understand platform accessible from home or anywhere using mobile devices. First-class customer service, extensive information and analysis, many expert contributions, and premium partnerships with the largest German issuing houses are also part of the offer. The target group of AKTIONÄRSBANK GmbH is so-called self-decision-makers who do not want or need any advice. The web branch is the focal point from which both visitors and customers can access all information about the company and its services over the Internet. The Family & Friends program that ran from November 2013 to early February 2014 was successful. AKTIONÄRSBANK GmbH took up complete business operations on February 4, AKTIONÄRSBANK GmbH has taken a variety of measures for the acquisition of new customers. Among other things, volume-dependent special conditions will be extended to new customers for a period of six months after they open their account. These conditions will allow trading on the German trading venues at a cost of EUR 2.95 plus exchange fees and over-the-counter trading at a cost of EUR 2.95 flat. Presence in the target group-oriented trade magazines (such as Börse Online, DER AKTIONÄR, Wirtschaftswoche), on news channels (n-tv, DAF), and in particular in the comprehensive Internet media such as financial information portals and comparison portals substantially supported customer acquisition. AKTIONÄRSBANK GmbH also was represented and came into direct contact with the target group regularly with a booth and its offer at Germany s three major financial conventions Deutsche Anlegermesse, Invest Stuttgart, and World of Trading in Frankfurt, as well as the various stock exchange days, in order to present the offer of AKTIONÄRSBANK GmbH and allow potential customers to experience it. The initial organization of the Deutsche Börse Championship with a total of more than 13,000 participants contributed significantly to a further increase in the awareness and understanding of AKTIONÄRSBANK GmbH. Nevertheless, AKTIONÄRSBANK GmbH was able to achieve the quantitative targets for 2014 only to an extent significantly lower than the plans. The expected significant increase in customers through the organization of Deutsche Börse Championship failed to materialize.

16 Page 30 Annual Report 2014 Management Report CeFDex AG The B2B business with CFDs developed positively in the second half of 2014, so that income was incurred at about the same level as the previous year and the year could be completed with a good operating result thanks to the cost-cutting measures in biw Bank AG in cooperation with flatex GmbH still brings in the majority of the business, which extends across Germany and Austria. The S-Broker developed positively in line with expectations and has now reached a significant size from the perspective of CeFDex. The volume of business with the special broker ViTrade continued to develop positively. AKTIONÄRSBANK Kulmbach GmbH was added as a new cooperation partner in 2014 with business volume that increased steadily throughout the year. The number of established CFD trading accounts increased by 9.0% compared to the previous year, and the number of transactions handled fell by 22.8%. Sales growth of 4.1 % was realized with leveraged volume. The range of underlying instruments offered by CeFDex for CFDs is being continuously adapted to market demand. Over the past fiscal year, the number of underlying instruments rose from 632 at the end of 2013 to 701 at the end of With the planned merger of KochBank GmbH with CeFDex (retroactive to 01/01/2014), in the reporting year three new business segment were added, which developed as described below: _ Designated Sponsoring The business segment Designated Sponsoring is offered in Germany and Austria. It is under strong competitive pressure, so that the targets were not fully achieved. _ Institutional Sales (Sales Trading / Brokerage) From the team of tied agents, there was a decent profit contribution in 2014 through the focus on the existing foreign customer base, which is increasingly looking for expertise and investment opportunities in the German capital market. _Corporate Finance (Capital Market Business) A decent profit contribution was achieved in 2014 with the support for capital increases, initial public offerings, bond issues, etc. However, the lack of critical size of the department led to the strategic decision to discontinue the business segment at the end of One-time increased personnel costs were incurred through the merger with Koch- Bank GmbH, the cleanup of the new business areas, and the restructuring of management. Through the initial outsourcing of staff functions to the group holding company FinTech Group AG and the pooling of management functions in the Group, consolidation in administrative expenses continued. The group s staff The FinTech Group employed 113 employees as of December 31, In the individual company FinTech Group AG, 25 people were employed as of the balance sheet date. At flatex GmbH, one employee was hired as an Executive Assistant. There were 5 resignations, and 2 employees changed to other group companies due to restructuring. On 12/31/2014 flatex GmbH employed 19 people. In 2014, AKTIONÄRSBANK increased the number of employees from 15 to 27 according to plan, of which 20 work in Kulmbach and 7 at the Frankfurt location. On the balance sheet date, CeFDex AG employed 2 executive board members as well as 42 additional employees at the Frankfurt location. D. Situation of the group Due to the initial consolidation of CeFDex AG, the previous year s figures are only comparable with the figures for fiscal year 2014 to a limited extent. I. Earnings situation The present consolidated financial statement as of December 31, 2014, was prepared in accordance with 340 i para. 1 in conjunction with para. 3 HGB and 290 ff. HGB and the relevant provisions of the Stock Companies Act and the Accounting Directive for Banks and Financial Services Providers (RechKredV). The consolidated net profit for 2014 is KEUR -7,593, compared to KEUR -1,136 in the previous year.

17 Page 32 Annual Report 2014 Management Report On the one hand, this result is influenced by a better-than-expected result for flatex GmbH, which earned a net profit for the year of KEUR 6,298 from the profit and loss transfer agreement. On the other hand, AKTIONÄRSBANK GmbH had a result of KEUR -13,175 before loss transfer compared to KEUR -3,323 in the previous year. CeFDex AG contributed a net profit of EUR (previous year: KEUR 5). Commission income includes proceeds from activities in the online brokerage of flatex GmbH and AKTIONÄRSBANK GmbH in the amount of KEUR 14,024 (previous year: KEUR 12,783), income of CeFDex AG from Designated Sponsoring contracts, Sales Trading and capital market transactions in the amount of KEUR 1,662 (initial consolidation in fiscal year 2014), and the fund placement of flatex GmbH amounting to KEUR 294 (previous year: KEUR 101). In 2014, net income from trading activities amounted to EUR 8,871 (previous year: KEUR 281) after taking into account commissions for the tied agents and payments to the fund for general banking risks pursuant to 340e para. 4 HGB. The position has increased significantly due to the initial consolidation of the result of CeFDex AG in 2014; initial consolidation of KochBank GmbH took place in the prior year. Personnel expenses increased by 113% in 2014, from KEUR 5,517 to KEUR 11,724, due to expansion of the group s activities, in particular the integration of the operating business of AKTIONÄRSBANK GmbH and the initial consolidation of CeFDex AG. Other administrative expenses rose compared to the previous year from KEUR 9,386 to KEUR 21,095; the increase on the order of KEUR 4,774 was caused by the initial consolidation of CeFDex AG. II. Asset situation Total assets amounted to KEUR 93,893 (previous year: KEUR 50,894). With equity of KEUR 44,746 (previous year: KEUR 30,501), the equity ratio is 48% (previous year: 60%). Bank liabilities did not exist on the balance sheet date, with the exception of liabilities resulting from commissions and other identified liabilities to banks amounting to KEUR 623 (previous year: KEUR 322). The main items on the assets side are cash and near cash, such as cash on hand, balances with central banks (KEUR 5,303, previous year: 103), daily receivables owed by credit institutions (KEUR 41,318, previous year: KEUR 19,046), other receivables owed by credit institutions (KEUR 14,922, previous year: KEUR 1,696), receivables owed by customers (KEUR 434, previous year: KEUR 284), other assets (KEUR 2,662, previous year: KEUR 1,713), and intangible assets (KEUR 4,301, previous year: KEUR 5,326) as well as fixed assets (KEUR 1,042, previous year: KEUR 1,299). Equities and other variable-yield securities in the amount of KEUR 325 (previous year: KEUR 226) were held in the form of investment certificates, equities, and funds. With the holdings of equities and investment certificates, the Group has hidden reserves on the order of KEUR 38 (previous year: KEUR 34). As part of the initial consolidation of KochBank GmbH and CeFDex AG, in 2013 there was goodwill of KEUR 3,689, which is being depreciated over five years. In fiscal year 2014, amortization of goodwill in the amount of KEUR 738 was recognized (previous year: KEUR 86). The daily liabilities are covered by bank deposits, in which a large part of the company s assets are invested. Liabilities with agreed term or notice period existed at no time during the fiscal year. Provisions increased during the fiscal year in total from KEUR 1,600 to KEUR 2,964 (85%). Here the provisions for tax payments were significantly increased (KEUR 259, previous year: KEUR 17), as was the case with other provisions (+ 71%). The primary responsibility for this lies with personnel expenses (KEUR 876, previous year KEUR 181), of which KEUR 756 relates to expected severance payments, contributions to the Compensatory Fund of Securities Trading Companies (KEUR 176, previous year KEUR 278), costs for the annual financial statement and Securities Trading Act audits (KEUR 417, previous year KEUR 376), vacation entitlements (KEUR 196, previous year KEUR 181), and Supervisory Board remuneration (KEUR 132, previous year KEUR 134). III. Finance situation An overview of the cash flow generated during the fiscal year is provided by the cash flow statement. The solvency of the group was secured during the entire fiscal year and is also guaranteed in the medium to long term due to the currently sufficient capitalization.

18 Page 34 Annual Report 2014 Management Report E. Supplementary report On March 20, 2015, FinTech Group AG concluded the acquisition of a 51% interest in XCOM AG with successful approval of BaFin. The intended acquisition was already announced on November 4, In the fourth quarter of 2014, FinTech Group AG contractually secured an option to purchase more than 50% of XCOM AG, including its wholly-owned subsidiary biw Bank AG, subject to the approval of Germany s Federal Financial Supervisory Authority and the Bundesbank. In the future, the two corporate groups will become one of the largest European providers of innovative technologies for the financial sector. The business model is intended to rest on two pillars: transaction banking & in/outsourcing for third parties and retail online banking with own brands. As a publicly traded company, FinTech Group AG will bring together its established, successful activities with an innovative platform for disruptive and high-growth business strategies. By resolution of the special meeting of shareholders of FinTech Group AG on April 30, 2015, the main office of the company was moved from Kulmbach to Frankfurt am Main. In addition, the creation of authorized capital (Authorized Capital 2015) was resolved in the special meeting of shareholders on April 30, This authorizes the executive board, with the approval of the Supervisory Board, to increase the share capital of the company one time or several times up to a total of EUR 2,099,292 by April 29, With the settlement between biw Bank AG, flatex GmbH, XCOM AG, and FinTech Group AG on April 20, 2015, all existing legal disputes between the parties were terminated. In addition, all non-court claims between the parties were considered to be settled, and the cooperation agreement between biw Bank AG and flatex GmbH was extended for five years. At AKTIONÄRSBANK GmbH, in the first half of 2015 further essential functions were successively concentrated in FinTech Group AG in addition to the departments that were already outsourced. This involved the areas of Compliance and Money Laundering, Risk Controlling, Legal and Contract Management, and Marketing and Sales. The measures are neutral in total expenses. With the centralization of functions, the responsibility for tasks subject to the approval of the supervisory authorities is passed from AKTIONÄRSBANK GmbH to FinTech Group AG as a superordinate institution. By decision of the special meeting of shareholders of CeFDex AG from 01/21/2015, the legal form of CeFDex AG was converted into a limited liability company. The change in legal form to CeFDex GmbH was registered in the Commercial Register on 02/11/2015. Other significant events and developments of particular significance after the balance sheet date have not taken place. F. Forecast, opportunities, and risk report I. Risk report All group companies, including FinTech Group AG, have been incorporated into the risk report as individual companies. Risk management as a whole must ensure that existing risks are identified, analyzed, and assessed, and that risk-related information is systematically shared with the appropriate decision-makers. Information about risks that could jeopardize the existence of the company is always shared with the Executive Board. It is not about avoiding all risks, but taking risks in a calculated and purposeful manner. The risks are continuously determined by the Executive Board, evaluated, and minimized or transferred to third parties where possible and advisable from a business point of view. However, it cannot be excluded that in the future risks will be overlooked or incorrectly assessed and consequences of these risks will materialize to the detriment of the company. A particular risk lies in the fact that senior management could incorrectly assess the market situation and associated future developments. The business development is regularly compared with the budgeted figures based on a comparison of actuals and targets in order to initiate countermeasures at an early point in time if necessary. Counterparty credit risks, market price risks, liquidity risks, operational risks, and other risks have been identified as major risk types. These types of risk are composed of many individual risks, of which the most important are shown below.

19 Page 36 Annual Report 2014 Management Report COUNTERPARTY CREDIT RISKS Counterparty credit risk is the risk of losses or forgone profits due to unexpected failures or unforeseeable deterioration in the creditworthiness of counterparties. The counterparty credit risk within the group is divided into two versions one for the credit risk in the customer business (credit risk) and one for the counterparty credit risk from own investments or receivables from business partners (counterparty risk). Credit risk is the potential negative deviation between the actual and expected credit risk result in the overall customer portfolio (unexpected loss). It arises from the fact that the actual losses may be higher than the expected loss of a credit portfolio as a result of credit losses. Counterparty credit risk is the risk that a legal person or a business partnership against which the company has a conditional or unconditional claim fails to make payment or does not pay on time, or if the company is obligated to make payment to any person or business partnership due to non-performance of a third party. Due to the current situation of the sovereign debt and banking crisis, which is characterized by the deterioration of creditworthiness of issuers of the euro zone, special attention is also paid to counterparty credit risks from the reinvestment of customer funds on the money and capital markets as well as depositing of a security for hedge transactions. The risk measurement in the context of the internal risk management is based on the simple IRB approach in accordance with the German Solvency Regulation (SolvV). Here, each risk item is assigned a probability of default on the basis of an external rating. The equity backing is then determined based on the value at risk as a function of the probability of default. The default risks are also generally taken into consideration with a counterparty limit in interbank trading. In determining the limit, external ratings of the respective business partner are taken into account in particular, diversity of investments to avoid cluster risks. MARKET PRICE RISKS Market price risks represents the risk of loss due to changes in market prices (stock prices, exchange rates, precious metal prices / commodity prices, interest) or price-influencing parameters (such as volatility). Market price risks for shares and foreign currencies that are part of the company s own holdings (if any) are controlled using the Value-at-Risk (VaR) approach. The VaR specifies the loss amount that will not be exceeded with a given confidence level within a specified holding period. The value at risk of an individual item results from the multiplication of a market value with the volatility scaled by the desired holding period and the desired confidence level. The basic components of the market risk management are set out in accordance with the investment strategy. This involves the definition of a loss limit (global limit for market price risks). From the risk-bearing capacity for taking market risks, a loss limit is derived, which is reviewed annually and approved by the Chief Executive Officer. The actual amount at risk is compared with the global limit for market price risks. The excess over the global limit is subject to an ad-hoc report to the Chief Executive Officer. The interest-related change in fair market value (interest rate risk) for interest rate-sensitive instruments is determined by duration or modified duration. All interest income items are included in the determination. These contain bonds and interbank receivables as well as loans backed by collateral. The duration is the average residual commitment period of an investment. More specifically, the duration corresponds to the weighted average points in time at which the group receives all future payments from the investments made. The respective proportions of the present value of the interest and principal payments at the present value of the total payments serve as the weighting factor of this average. The starting point for measurement of the present value interest rate risk is the classification of items into maturity bands according to their residual maturity (money at call, one-month money, etc.). All cash flows of a band together add up to a total cash flow (portfolio cash flow). This cash flow is then treated like a security with a partic-

20 Page 38 Annual Report 2014 Management Report ular payment structure, and the portfolio present value and modified portfolio duration are determined for this payment stream. Then all modified portfolio durations are consolidated across the bands for the total duration of the entire investment. The change in present value of the total investment is then calculated based on the relevant interest scenario using the total duration. Control is based on the global limit approved by management. When limits are exceeded or in case of extreme market movements in interest rates, an ad-hoc report is made to the Chief Executive Officer. Market price risks arise also because of the conducting of differential transactions in the group. In this context, a multi-stage limit system was introduced. In addition to a limitation based on value at risk ( VaR ) on the desk and overall bank level, intraday stop-loss and stop-loss limits are maintained on the YtD (Year-to-Date) level. VaR figures are calculated several times daily (for historical simulation at a confidence level of 97.5 % with a one-day holding period) on the desk and overall bank level. The associated reporting in the Risk and P&L Report with presentation of the risk situation, limit utilization, and P&L situation is made differentiated by portfolio on a daily basis and provides the central control component for trading / market price risks. The daily reporting in the Risk and P&L Report also includes an assessment and limitation of the total exposure to the prime broker, a stress test value with a corresponding warning limit, and information on market quotations of credit default swaps in regard to relevant counterparties of the institution. In addition, risk reports which provide information on all relevant risk categories and trading profit categories are prepared on a monthly and quarterly basis. The current VaR and intra-day stop-loss limits were left largely unchanged during the course of the reporting year. Expansions of stop-loss limits on the YtD (Year-to- Date) level were made only with caution and systematic consideration of the associated opportunities and risks. The limitation was at all times in a conservative ratio to the equity situation. LIQUIDITY RISKS Liquidity risk is the risk that could arise if the group companies cannot meet their current and future payment obligations and, where relevant, refinancing opportunities are not sufficient or only available at considerably higher terms. To measure the liquidity risk, a GAP analysis is first used, which shows the maturity mismatches between cash inflows and outflows. All payment means relevant for the refinancing profile are classified into maturity bands according to their (remaining) maturity. The assets in each maturity band are discounted with the maturity-matched interest rate that is, daily receivables with EONIA, monthly with the one-month EURIBOR, etc. Within a band, the discounted receivables are then offset against the liabilities. To simulate the going-concern premise, receivables which serve as collateral at other institutions are not included in the determination. In the CFD business, market liquidity risk in respect of the hedging of open CFD positions is of importance. Furthermore, there are risks associated with customer orders that exceed the capacity of the market. As measures to mitigate these risks, the underlying instruments in CFD trading are selected with special regard to market liquidity, and the market liquidity risk is limited by per-customer volume limits. In addition, in the CFD business refinancing risk is essential, as in the case of purchases of the underlying instruments in the market there can potentially be significant refinancing needs. Use is made of the ongoing funding commitments of the prime broker, which provides hedge positions in stocks with adequate collateral provision mainly on credit. The level of hedging demand and submitted collateral is continuously monitored; in case of imbalances, corresponding adjustment processes are put into action. As part of the liquidity overviews to be created on a periodic basis and rolling liquidity plans by the respective departments, a timely response to potential liquidity risks is ensured. OPERATIONAL RISKS Operational risks are the risks of loss resulting from inadequacy or failure of internal processes, employees, and systems or from external events. This definition includes legal risk but does not include general business risks or reputational risks. Dependency on software and IT risks For the group, there is operational risk, particularly in the IT infrastructure, related services, and downstream process risks, and in the quality of the services performed by other service providers ( outsourcing ).

21 Page 40 Annual Report 2014 Management Report Operational risks in IT can be divided into hardware, software, and process risks. Throughout the group, extensive IT and Internet systems are used, which are essential for proper business operations. The group is dependent on fault-free operation of these systems to a great extent. Despite extensive measures to secure data and bridge system malfunctions, faults and/or complete failures of computer and Internet systems cannot be excluded. Problems in data availability and defects or functional problems in the software and/or server failures due to hardware or software failure, accident, sabotage, phishing, or other reasons could lead to significant image and market disadvantages and compensation payments for the group. Throughout the group, considerable investments are made in the computer and IT equipment in order to ensure that the significant growth in business volume can be handled appropriately and that there is adequate protection against failures. Outsourced processes Outsourcing exists when another company is charged with the exercise of activities and processes related to the implementation of financial services or other institution-typical services that otherwise would be provided by the institution itself. Substantial outsourcing within the meaning of 25b para. 1 KWG and the Ma- Risk (AT 9) is when another company is commissioned with carrying out activities and processes that are essential to the practice of financial services or other institution-typical services. In these situations, increased requirements apply. The group has outsourced various activities of its business operations and allows these to be provided by external companies. All outsourcing is considered in risk management. Only with regard to the control intensity is insignificant outsourcing not subject to the same high requirements as essential outsourcing. In the outsourcing agreements concluded, service level agreements were agreed for all substantial outsourcing contracts. In addition, liability arrangements which enable the shifting of damage were agreed. OTHER RISKS Other risks currently include general business risks as well as reputational risks. General business risks are risks that arise due to changed conditions. These include the market environment, customer behavior, and technological progress. Dependency on the stock market situation and the market environment for financial instruments The business model of the group depends particularly and directly on the development of the capital and financial markets as well as the general economic development. Turbulence on national and international securities markets, a prolonged sideways trend with low volume, and other market risks can lead to a declining interest among investors. The trading activity of the customers of the group companies depends on the general trading volume and market volatility. In particular, the topics transaction tax / stamp tax, the EMIR ordinance, and the finalization of interpretation provisions and technical standards which came into force on January 1, 2014 CRD IV (Capital Requirements Directive IV) and CRR (Capital Requirements Regulation) may develop into opportunities or risks for the business model of the group depending on the political/regulatory design. FinTech Group AG monitors the changes in the legal and regulatory environment with particular attention and is also considering the resulting strategic implications on an ongoing basis. Dependency on third-party services and products There are dependencies here especially with flatex GmbH and CeFDex AG. The accounts and deposits of the customers mediated by flatex GmbH are maintained at biw Bank AG. flatex GmbH has a cooperation agreement with biw Bank AG with a term until Friday, March 31, 2017, subject to extraordinary termination. After the disputes under the cooperation agreement due to various remuneration issues between flatex GmbH and biw Bank AG were resolved on both sides as part of a settlement on April 20, 2015, the cooperation agreement was extended for another five years. After a termination of the agreement with biw Bank AG, including early termination, there is a risk that a significant proportion of customers could be lost in the associated change of account and portfolio management of the customers if flatex GmbH should not be able to move these customers to a new account and custodian bank. Should the account and custodian bank with which the flatex GmbH has a cooperation agreement change the fee structure for these services and/or increase these fees, there is a risk that customers could be lost. The framework agreement between CeFDex AG and biw Bank AG for the provision of settlement and other services related to contracts-for-difference transactions includes all rights and obligations of the contractual parties in connection with the settlement of CFD transactions.

22 Page 42 Annual Report 2014 Management Report Reputational damage Reputational risk is the risk of negative economic impacts that arise from the company s reputation being damaged. The group companies are committed to achieving high customer loyalty through a good reputation so as to gain a competitive advantage over competitors. Many of the aforementioned risks, in addition to direct financial impact, involve the risk that the group s reputation will be damaged. But there is also an indirect financial effect of reputational damage. II. Opportunity report FLATEX GMBH Business opportunities arise from the optimization and reinforcement of existing marketing activities in order to increase awareness on the market and secure market share. Furthermore, activation of existing less-active customers in particular offers opportunity and thus greater value creation. Further restructuring of the website to increase ease of use, revision of the mobile offering, and effective use of online/offline advertising are to promote acquisition and retention of customers. AKTIONÄRSBANK KULMBACH GMBH AKTIONÄRSBANK GmbH offers both the private investor and active trader the opportunity to work with new, innovative, and easy-to-use trading functions to trade all negotiable shares, certificates, ETFs, funds, CFDs, and currencies of the major exchanges in Germany, Europe, and the United States at a permanently transparent and low price. And this on a newly developed and easy-to-understand platform from home or anywhere using all mobile devices. First-class customer service, an extensive range of information, analysis, and expert contributions, and premium partnerships with the largest German issuing houses are also part of the offer. In connection with the acquisition of a majority interest in XCOM Group by the parent company of AKTIONÄRSBANK, the consolidation of group institutions is being considered in addition to planning considerations, and the effect of such changes on AKTIONÄRSBANK are not yet known. CEFDEX AG The market for CFDs in Germany and Europe continued to develop very positively. The market share of CFDs in the product group of over-the-counter derivatives rose to a great extent in 2014 and can be forecast as continuing to be positive in the coming years. CFDs are winning market share by adding more and more end users who previously traded certificates or warrants but who increasingly recognize the advantages of CFDs over the other mentioned products. The offer of CeFDex will continue to be well received in the market and confirmed through corresponding demand and interest. III. Forecast report The forecast report describes the likely development of FinTech Group AG and the group for fiscal year It contains statements and information about events that will occur in the future. These forward-looking statements and information are based on expectations and assumptions of the company at the time of preparation. These in turn are subject to known and unknown risks and uncertainties. A variety of factors influence the performance, business strategy, and results of the companies. Many of these factors are beyond the control of the companies. Should any of these risks materialize or any of the uncertainties become a reality, or should any of the underlying assumptions prove to be incorrect, the actual development of the companies may positively or negatively differ from the expectations and assumptions contained in the forward-looking statements and information of this forecast report. FINTECH GROUP AG The individual company FinTech Group AG is particularly dependent on the results of flatex GmbH and AKTIONÄRSBANK GmbH due to the profit and loss transfer agreements. This makes a forecast difficult. The same is true for the group. Due to the traditionally volatile course of business at the subsidiaries, including CeFDex AG, whose results were consolidated for the first time in fiscal year 2014, and the start-up losses at the subsidiary AKTIONÄRSBANK GmbH, a results forecast is very difficult. Stable earnings from the brokerage business of flatex GmbH are expected to continue.

23 Page 44 Annual Report 2014 Management Report FLATEX GMBH flatex GmbH is optimistic for 2015 in terms of the earnings situation. It has very successfully positioned itself on the German/Austrian online broker market and is playing in the top league in terms of trades handled. For 2015 increased trade and customer numbers are expected due to revival of marketing activities. The asset and financial situation should not be subject to any significant changes. The financing of the company should be ensured from the existing liquidity, so that no external financing through bank loans or capital increases are necessary. AKTIONÄRSBANK KULMBACH GMBH In a very competitive market environment, various banks and banking groups are vying for customers. High cost pressure with decreasing importance of the branch business, increasing regulatory requirements, particularly in the consulting area, and significant changes in customer behavior towards a location- and advisor-independent, cost-effective transaction motivate the institutes to provide adequate solutions for the 3.5 million to 4.0 million online brokerage customers currently estimated in Germany. The potential of online-affine customers is growing disproportionally, promoted by factors including the proliferation of smartphones, tablets, and apps. The everything-everywhere mentality is affecting all customer segments, regardless of age, gender, or economic status. Aspects such as data and transaction security play a decisive role. In addition, users are convinced by the convenient, constant availability of services and their intuitive use. With its range of services, AKTIONÄRSBANK GmbH already meets the associated requirements to a large extent and therefore sees itself as well prepared for the future. In 2015, this philosophy is also being built upon in order to further optimize the offer and gear the services to the needs of customers and their satisfaction over the long term. In light of the result achieved in 2014, the plans for 2015 and the two subsequent years have been adjusted accordingly. For 2015, based on the completed online account and deposit openings and the actual acquisition of new customers over the past twelve months, the assumption is that there will be significantly lower customer growth of approx. 5,000 new customers and with continuation of the given trading behavior of customers order numbers of 1,000,000, evenly distributed across spot and CFD/FX trading. As of mid-april 2015, the new customer figures and the associated number of transactions are in the planning corridor and, in addition to other measures compared to the same period last year, are leading to a significant reduction in the period loss. With consideration of a constant pricing model, a significant improvement in results is targeted for 2015, and the operational break-even on a monthly basis is to be reached by the end of Supported by the generally favorable environment for securities trading and the small number of alternative investments in the fixed-income area, the management of AKTIONÄRSBANK GmbH believes that increased trade activities of the customer can also make positive contributions to business success depending on volatility. Due to continuing low interest rates, the interest contribution to the overall result will be rather marginal. At most, rising interest income from lending against collateral is to be expected. The business focus of AKTIONÄRSBANK GmbH is on the online brokerage; customers use their deposits mainly for investment in securities. Since AKTIONÄRSBANK GmbH does not see itself as a conventional deposit institution, it currently has no explicit plans for action in the interest rate area in order to increase customer deposits. CEFDEX AG All the major online brokers in Germany now have a CFD offer in their product portfolio. For the coming years, CeFDex AG expects that CFDs as easy-to-understand products will reach additional categories of investors and in the medium term become the number one derivative product in Germany and Europe. Something to highlight as particularly positive is that the main customer flatex GmbH wants to again increase its business with CFDs and is launching corresponding marketing activities. For the other business segments, the following developments are expected:

24 Page 46 Annual Report 2014 Management Report _ Designated Sponsoring The Designated Sponsoring area is under heavy competitive pressure. The company currently expects to win additional clients due to its market position and experience both in the German market and in Austria. _ Sales Trading The business segment of Sales Trading declined sharply in the market in recent years, but the competitive situation remains clearly tense. Through the focus on the existing foreign customer base, which is increasingly looking for expertise and investment opportunities in the German capital market, the team of tied agents of CeFDex AG / KochBank GmbH is very well positioned, so that a decent profit contribution is also expected in Risks arise from unexpected potential market changes that could have a significant impact on the results as well as unexpected changes in the legal framework. It remains to be seen how the topics of transaction tax / stamp tax and EMIR ordinance will develop. With the two topics, both risks and opportunities for the business model of CeFDex may arise, depending on the decisions made. Furthermore, results are jeopardized by the membership of CeFDex in the EdW the Compensatory Fund of Securities Trading Companies. The member companies of the EdW can be required to make special payments, which can considerably affect the results achieved. With the merger with KochBank GmbH, there is a risk of loss of key personnel, which is usual for company mergers. In this report, the Executive Board declares in conclusion: I declare that in all the relations of our company with affiliated companies listed in the report in legal transactions and activities in the fiscal year according to the circumstances known to us at the time in which the legal transactions were conducted or activities were carried out or omitted, an appropriate consideration was received for all legal transactions, and the fact that the activity was carried out or omitted did not disadvantage the company. I. Conclusion For fiscal year 2014, we are particularly grateful to our employees, who showed great personal commitment and a high sense of responsibility. Our thanks is also extended to the Supervisory Board, which supported us professionally in 2014, and all customers, business partners, and shareholders, as well as all those who have given us their trust over the past fiscal year. Kulmbach, 5/28/2015 FinTech Group AG The course of business in the first months of 2015 confirms the management estimates and forecasts regarding the company as a whole. The management is optimistic that the full year of 2015 will be concluded with a profit and expects further improvement in Frank Niehage Chairman of the Executive Board H. Declaration acc. to 312 para. 3 of AKTG (German Stock Corporation Act) GfBk Gesellschaft für Börsenkommunikation mbh, Kulmbach, has a share of 50.51% in FinTech Group AG as of 12/31/2014. Since there is no controlling agreement between FinTech Group AG and GfBk Gesellschaft für Börsenkommunikation mbh, the Executive Board of FinTech Group AG must prepare a report on the company s relations with affiliated companies for the fiscal year in the first three months of the following year in accordance with 312 para. 1 AktG.

25 Consolidated Financial Statement

26 Page 50 Annual Report 2014 Consolidated Financial Statement Consolidated Financial Statement Consolidated Balance Sheet ASSETS 12/31/ /31/ Cash reserve a) Cash on hand 3, , b) Balances with central banks 5,298, , Receivables owed by credit institutions 5,302, , a) Maturing daily 41,317, ,045, b) Other receivables 14,922, ,696, Receivables owed by customers 56,240, ,741, a) Other receivables 433, , Bonds and other fixed-income securities Shares and other variable-yield securities 325, , Trading portfolio 18,199, ,703, Trust assets 1,049, ,048, Intangible assets a) Self-created industrial property and similar rights and assets b) Concessions acquired for a fee, industrial property rights, and similar rights and assets as well as licenses for such rights and assets 83, ,331, , c) Goodwill 2,865, ,602, d) Prepayments 20, , Property and equipment 1,042, ,298, Other assets 2,661, ,713, Accruals and deferred income 1,691, ,952, Deferred tax assets 2,644, , Difference from capital consolidation 0.00 Total 93,892, ,893, LIABILITIES 12/31/ /31/ Liabilities to credit institutions a) Maturing daily 623, , Liabilities to customers a) Other liabilities aa) Maturing daily 28,813, , Trading portfolio 8,118, ,176, Trust liabilities 1,049, ,048, Other liabilities 2,391, ,211, Accruals and deferred income 435, , Provisions a) Tax provisions 258, , b) Other provisions 2,704, ,582, ,963, ,599, Fund for general banking risks 4,750, ,383, Equity a) Subscribed capital 15,394, Minus the nominal value of own shares ,394, ,465, b) Capital reserves 30,474, ,242, c) Retained earnings ca) Statutory reserves cb) Other retained earnings 32, ,810, , ,133, ,843, ,166, d) Accumulated loss -7,966, , e) Minority interests ,746, ,501, Total 93,892, ,893, Contingencies a) Liabilities from guarantees and indemnity agreements: EUR 434, (previous year: EUR 870,373.71)

27 Page 52 Annual Report 2014 Consolidated Financial Statement Consolidated Income Statement 1. Interest income from 01/01 12/31/ /01 12/31/2013 a) Loan and money market transactions 21, , b) Fixed-income securities and debt register claims , , , Interest expense -69, , Current income from -48, , a) Shares and other variable-yield securities Commission income 15,979, ,032, Commission expenses -161, , Net income of the trading portfolio 8,870, , Other operating income 385, , General and administrative expenses a) Personnel expenses aa) Wages and salaries ab) Social Security contributions and expenses for pensions and other employee benefits, including: for pensions: EUR 39, (previous year: EUR 70,145.79) -10,422, ,302, ,793, , ,724, ,517, b) Other administrative expenses -21,094, ,386, ,819, ,903, Depreciation and value adjustment of intangible and tangible property and equipment -1,516, , Other operating expenses -1,023, , Carryover -10,333, ,098, /01 12/31/ /01 12/31/2013 Carryover -10,333, ,098, Depreciation and value adjustments on receivables and certain securities as well as additions to provisions for the lending business -303, , Depreciation and value adjustments on investments, shares in affiliated companies, and securities treated as fixed assets -11, , Income from revaluation of investments, shares in affiliated companies, and securities treated as fixed assets 104, , Income from the dissolution of the fund for general bank risks pursuant to 340g HGB 1,000, Result from ordinary business activities -9,543, ,233, Extraordinary income , Extraordinary expenses Extraordinary profit or loss , Taxes on income and earnings 1,957, , Other taxes -7, , ,949, , Net annual loss -7,593, ,135, Minority share of profit , Profit/loss carryforward from previous year -372, , Changes in the group of consolidated companies Transfer from retained earnings a) From the legal reserve Accumulated loss -7,966, , Share of profits attributable to equity holders of the group -7,593, ,135,755.36

28 Page 54 Annual Report 2014 Consolidated Financial Statement Consolidated Cash Flow Statement Profit for the period (including profit attributable to minority interests) Non-cash items included in the net profit and reconciliation to cash flow from operating activities 01/01 12/31/ /01 12/31/2013-7,593-1,136 Depreciations, value adjustments (appreciations) on property and equipment, intangible assets, and financial assets 1, Loss/gain on disposal of objects of tangible fixed assets Loss/gain on disposal of financial assets 0 0 Loss/gain on disposal of consolidated companies and other business units Changes in provisions 1, Subtotal -4, Changes in assets and liabilities from operating activities after adjustment for non-cash items Receivables a) Owed by credit institutions -13, b) Owed by customers Trading portfolio -2, Other assets from operating activities -2,838 1,384 Liabilities a) Due to credit institutions b) Due to customers 28, Other liabilities from operating activities Cash flow from ongoing activities 5,970 1,365 01/01 12/31/ /01 12/31/2013 Proceeds from the sale of a) Financial assets 0 1,000 b) Intangible assets 0 4,696 c) Property and equipment 0 6 Payments for the acquisition of a) Financial assets -6 0 b) Intangible assets ,910 c) Property and equipment Proceeds from the sale of consolidated companies and other business units Payments from the purchase of consolidated companies and other business units Cash flow from investing activities ,124 Equity payments / equity repayments 21,838 9,469 Cash flow from financing activities 21,838 9,469 Change in cash and cash equivalents 27,472 11,958 Cash and cash equivalents at the beginning of the fiscal year 19,149 5,565 Consolidation-related change in cash and cash equivalents 0 1,626 Cash and cash equivalents at the end of the fiscal year 46,621 19,149

29 Page 56 Annual Report 2014 Consolidated Financial Statement Development of group equity PARENT COMPANY PARENT COMPANY MINORITY SHAREHOLDERS GROUP Subscribed capital Unclaimed deposits outstanding Capital reserve Retained earnings Consolidated retained earnings Accumulated profit Accumulated other consolidated earnings Equity Minority capital Accumulated other consolidated earnings As of 12/31/2012 8,370, ,320, ,166, , ,619, , , ,449, Issue of shares 4,095, ,922, ,017, ,017, Purchase/redemption of own shares Withdrawal from reserves Dividends paid Changes in the group of consolidated companies , , , Other changes Consolidated net profit ,135, ,135, ,135, Other consolidated earnings Consolidated comprehensive earnings ,135, ,135, ,135, Equity Group equity As of 12/31/ ,465, ,242, ,166, , ,501, ,501, Issue of shares 1,999, ,026, ,025, ,025, Sale of treasury shares 930, , ,677, ,812, ,812, Withdrawal from reserves Dividends paid Changes in the group of consolidated companies Other changes Consolidated net profit ,593, ,593, ,593, Other consolidated earnings Consolidated comprehensive earnings ,593, ,593, ,593, As of 12/31/ ,394, ,474, ,843, ,966, ,746, ,746,119.04

30 Group Annex

31 Page 60 Annual Report 2014 Group Annex Group Annex as of December 31, 2014 A. General information A consolidated financial statement dated December 31, 2014, was prepared on a voluntary basis. Due to the provisions of 291 HGB, FinTech Group AG is not obligated to prepare a consolidated financial statement. The company is a subsidiary of BFF Holding GmbH through its parent company GfBk Gesellschaft für Börsenkommunikation mbh, Kulmbach. BFF Holding GmbH prepared a consolidated financial statement for 2014 according to 340i in conjunction with 290 para. 2 no. 1 HGB. This can be viewed on the Federal Gazette. The present consolidated financial statement as of December 31, 2014, was prepared in accordance with 340 i para. 1 in conjunction with para. 3 HGB and 290 ff. HGB and the relevant provisions of the Stock Companies Act and the Accounting Directive for Banks and Financial Services Providers (RechKredV). In particular, the additional reporting requirements for credit institutions and financial services institutions of the fourth section of the third book of the HGB and the Articles of Association of the company were adhered to. The consolidated balance sheet and the consolidated income statement were prepared in accordance with the classification requirements of RechKredV. The consolidated income statement was prepared in report form. The consolidated financial statement is presented in euros. The explanations are mainly specified in thousands of euros ( KEUR ). The fiscal year for the group and the consolidated companies corresponds to the calendar year. B. Scope of consolidation The consolidated financial statement includes FinTech Group AG, Kulmbach (parent company), and five subsidiaries. As of the balance sheet date, the company holds direct equity investments in the following five companies, which are included in the consolidated financial statement: 1. Die AKTIONÄRSBANK Kulmbach GmbH, Kulmbach (100%) 2. flatex GmbH, Kulmbach (100%) 3. CeFDex AG (since 02/11/2015: CeFDex GmbH), Frankfurt (100%) 4. flatex & friends GmbH, Kulmbach (100%) 5. MYFONDS.DE GmbH, Kulmbach (100%) On the former subsidiary KochBank GmbH, Frankfurt: Under an agreement dated December 20, 2013, with effect from January 1, 2014, FinTech Group AG (flatex Holding AG at the time) sold all shares in KochBank GmbH to CeFDex AG under conditions precedent. The conditions precedent and thus the purchase/sale became legally effective on January 2, By an agreement dated April 30, 2014, with effect from January 1, 2014 (date of merger), KochBank GmbH as the transferring entity transferred its entire assets by dissolution without liquidation to CeFDex AG as the acquiring entity, without granting shares to CeFDex AG pursuant to 2 ff., 46 ff., and 60 ff. of the Transformation Act (UmwG, merger by acquisition). Registration of the merger in the commercial register was on May 27, 2014.

32 Page 62 Annual Report 2014 Group Annex C. Principles and methods of consolidation The consolidated financial statements were prepared on the same date as the parent company. The parent company chose the calendar year as the fiscal year. The fiscal year corresponds to the calendar year for the subsidiaries as well. Due to the initial consolidation of the results of CeFDex in 2014, the consolidated income statement is not comparable with the previous year. Capital consolidation is performed using the revaluation method. Receivables and liabilities between the companies included in the consolidated financial statement were eliminated. In the consolidated income statement, the commission revenues and other operating income between the companies included in the consolidated financial statement were offset against the corresponding expenses for the beneficiaries. According to 304 para. 2 HGB, interim profits that result from deliveries and services between group companies are not eliminated. This is because of their subordinate importance for providing a true picture of the asset, financial, and earnings situation of the group. D. Accounting and valuation principles The financial statements of the companies included in the consolidated financial statement of the parent company were prepared in accordance with uniform accounting and valuation principles. Authoritative for the preparation of this consolidated financial statement were largely the following accounting and valuation methods: Cash reserves, receivables owed by banks, receivables owed by customers, and other assets are stated at their nominal value. Where necessary, value adjustments are made to the extent needed. Cash reserves and receivables denominated in foreign currencies are converted using the current spot exchange rate upon initial recognition. Receivables with a remaining maturity of less than one year are converted at the spot exchange rate on the balance sheet date. With receivables hedged against currency fluctuations, there is no balance sheet date currency valuation. Shares and other variable-yield securities are accounted for at cost or at the lower fair value. As far as the reasons for the lower valuation no longer apply, appreciations to the market price are made, but only up to the original purchase cost. Financial instruments held for trading are assessed at fair value (average price on the balance sheet date) minus a risk discount. Purchased intangible assets and fixed assets were capitalized at acquisition cost or production cost and depreciated on a straight line basis over their useful lives if they are subject to wear. The option pursuant to 248 para. 2 HGB for capitalization of self-created intangible assets was exercised. The software capitalized in 2014 was depreciated during the reporting year as scheduled. Low-value assets (LVA) with an acquisition cost of up to EUR were immediately charged off in the year of procurement. For low-value assets with acquisition costs of between EUR and EUR 1,000.00, a collective item was formed which was written off by one-fifth through a reduction in profit in the fiscal year of formation and in the following four fiscal years. Goodwill resulting from capital consolidation is depreciated over five years according to a schedule. Expenses paid before the closing date are identified as prepaid expenses on the asset side if they represent expenses for a specific period after this date. On the liabilities side, income before the balance sheet date is reported, insofar as it represents income for a specific period after this date. Provisions take into account all identifiable risks and contingent liabilities on the basis of prudent business judgment with the necessary settlement amount.

33 Page 64 Annual Report 2014 Group Annex Liabilities are recognized at their settlement amount. Foreign currency items are converted into euros at the closing rate (the ECB reference rate). Since the foreign currency items are mainly in the trading portfolio, reporting of the foreign currency conversion effects are predominantly in the net income of the trading portfolio. In the calculation of deferred tax assets, the tax rates of the companies in the consolidated group were taken into account. E. Notes on the balance sheet Receivables and other assets The remaining maturities of receivables and other assets are classified as follows (in KEUR): Residual maturity Up to 3 months Receivables owed by credit institutions b) Other receivables Receivables owed by customers 14,922 PY 1, PY 284 Other assets 2,544 PY 1,689 Total 17,901 PY 3,669 3 months to 1 year 0.00 PY PY year to 5 years 0.00 PY 0.00 More than 5 years 0.00 PY 0.00 Total 14,922 PY 1,696 Other assets include prepayments of KEUR 1,508 (previous year: KEUR 0). Furthermore, there are tax refund claims amounting to KEUR 720 (previous year: KEUR 305) and deposits in the amount of KEUR 146 (previous year: KEUR 24). 1 PY 8 1 PY PY PY PY PY PY PY PY 284 2,662 PY 1,713 18,018 PY 3,693 Shares and other variable-yield securities These items only include marketable securities. The balance sheet item of investment securities in the amount of KEUR 325 (previous year KEUR 226) includes investment securities which are valued at acquisition cost or at lower market prices on the balance sheet date. The securities portfolio exclusively comprises shares in the amount of KEUR 274 (previous year: KEUR 179) and fund shares in the amount of KEUR 51 (previous year: KEUR 47). Trading portfolio (asset side) The trading portfolio on the asset side comprises the following (): Trading portfolio (asset side) 12/31/2014 Previous year Shares 10,639 10,090 Bonds 13 0 Financial futures contracts 5 38 Receivables from foreign currency trading transactions 4,375 6,509 Receivables from CFD trading Receivables from prime broker and custodial bank 2, Risk deduction Total 18,199 17,704 The shares, bonds, and financial contracts reported in the trading portfolio are exclusively marketable and listed securities or contracts. Of the financial instruments and receivables reported in the trading portfolio on the asset side, KEUR 6,411 were denominated in foreign currencies. The receivables from CFD trading are receivables from correspondent banks (cooperation partners) of CeFDex AG and receivables from security deposits held by the prime broker.

34 Page 66 Annual Report 2014 Group Annex The risk deduction was made according to the provisions of 340e para. 3 HGB and is based on the risk value calculated for the overall trading position (value at risk). In calculating the risk value, parameters determined by banking oversight bodies (observation period of one year, holding period 10 days, 99% confidence level) were applied. The calculated risk value is based on the asset item and the smaller liability item. For the sake of simplicity, the risk deduction was deducted only from the larger asset trading position. Trust assets The required security deposits (margin) in CFD transactions are made at a correspondent bank of the CFD transfer account of the respective end users on an account opened by CeFDex AG, Frankfurt, at this correspondent bank, and this account is managed as a trust account. The trust assets deposited on 12/31/2014 in the amount of KEUR 1,050 were capitalized according to 6 para. 1 RechKredV and reported in the corresponding amount as trust liability. Trust assets and trust liabilities relate to assets and liabilities that are attributable to the trading portfolio. Security deposits (margin holding) of end customers in the amount of KEUR 500 were used to refinance hedges and transferred for this purpose by the correspondent bank to the account of a third party. The liabilities for repayment to the correspondent bank were reported in the trading portfolio on the liability side. Fixed assets of capitalization blocked for distribution on the balance sheet date was KEUR 83 (previous year: KEUR 96). Deferred tax assets Taking into account the tax loss carryforwards of subsidiaries that are expected to be completed in the next five years, deferred tax assets totaling KEUR 2,645 (previous year: KEUR 495) were generated pursuant to 306 HGB in conjunction with 274 para. 1 HGB. There were no deferred taxes from consolidation measures as per 300 to 307 HGB. The calculation of deferred taxes was based on a mixed profit tax rate (corporate income tax and commercial tax) of 30.82%. The profit tax rate includes the corporate tax, commercial tax, and solidarity surcharge, and takes into account the tax situation of the parent company and its subsidiaries. Deferred taxes are based on the following tax loss carryforwards as of December 31, 2014 (): Corporation tax loss Commercial tax loss FinTech Group AG 8,096 8,996 flatex & friends GmbH Total 8,184 9,084 The development of the individual items of fixed assets and related depreciation is shown in the fixed asset schedule. The option pursuant to 248 para. 2 HGB for capitalization of self-created intangible assets was exercised. Self-created computer software is recognized on the balance sheet date in the amount of KEUR 83. The total amount of development costs amounted to KEUR 83. There were no research costs. This amount is subject to a restriction on distribution within the meaning of 268 para. 8 HGB. The total amount

35 Page 68 Annual Report 2014 Group Annex Liabilities The remaining maturities of the liabilities are classified as follows (): During the fiscal year, the criteria defined internally by the institute for the inclusion of financial instruments in the trading portfolio did not change. Provisions Residual maturity Up to 3 months 3 months to 1 year 1 year to 5 years More than 5 years Total On 12/31/2014, the following tax provisions existed (): Liabilities to credit institutes Liabilities to customers (other) 623 PY ,814 PY 144 Other liabilities 2,392 PY 1, PY PY PY PY PY PY PY PY PY PY ,814 PY 144 2,392 PY 1,212 Provisions 12/31/2014 Previous year Commercial tax 8, , Corporate tax 8, , Total 31,829 PY 1, PY PY PY ,829 PY 1,678 Total 17, , Trading portfolio (liability side) The trading portfolio (liability side) comprises the following components (): Trading portfolio (liability side) 12/31/2014 Previous year Shares Financial futures contracts Receivables from foreign currency trading transactions 3,442 7,480 Receivables from CFD trading and security deposits 500 1,000 Prime broker security deposits 3, Total 8,199 10,176 The shares reported here are exclusively marketable and listed securities. With regard to the financial futures contracts, they are also exclusively marketable and listed contracts. Of the financial instruments and receivables reported in the trading portfolio on the liability side, KEUR 2,527 were denominated in foreign currencies. The financial instruments in the trading portfolio serve as collateral for the liabilities to the prime broker. The other provisions are made for all legal obligations to third parties existing on the closing date which arise from past events, which will probably lead to an outflow of resources in the future, and whose amount can be reliably estimated. These are composed as follows (): Annual audit and examination as per Securities Trading Act 12/31/2014 Previous year EdW provision Outstanding vacation Provision for salaries Supervisory Board remuneration Other provisions Total 2,705 1,582

36 Page 70 Annual Report 2014 Group Annex Fund for general banking risks The position Fund for general banking risks consists of a special item in accordance with 340e para. 4 HGB in the amount of KEUR 4,750 (previous year: KEUR 5,384). In the fiscal year, this item exists exclusively in CeFDex (previous year: CeFDex KEUR 5,193 and KochBank KEUR 191). Equity For the equity development, refer to the equity schedule. Futures / derivative financial instruments The valuation of commercial transactions was carried out on the basis of market values on the balance sheet date. The security, timing, and amount of future cash flows can be influenced by the developments in the underlying markets (precious metals, stocks, etc.) and by developments on the stock exchanges on which the instruments are traded. F. Explanations in regard to the income statement Commission income Commission income includes net operating revenue from the following activities (in KEUR): In the context of financial contracts for differences (CFDs) on various underlying assets, there were open positions in various markets on the balance sheet date. In the same markets, these contracts were accompanied by various futures or futures positions: (Market value of the underlying instruments ) 2014 Previous year Online brokerage (flatex and Aktionärsbank) 14,024 12,783 Designated Sponsoring, Sales Trading, and Capital Market (CeFDex, previous year: KochBank) 1,662 1,148 Fund brokering (flatex) Total 15,980 14,032 CFDs Futures / other forward contracts Net Instrument Long Short Long Short Currency-based 4, ,531 Share-based 2,419 15,924 5,562 2,050 9,933 Precious metals 12 1,433 1, Power and fuel ,890 1, Other raw materials Interest-based 3, , Total 10,075 20,350 9,147 5,419 6,547 This net position in derivatives/futures in turn was accompanied by balancing cash items on the balance sheet, so that the total net position on the balance sheet date summed to a market value of KEUR 927 (sign neutral) in the various markets. Net income of the trading portfolio The net income from the trading portfolio includes the following components (in KEUR): 2014 Previous year Net interest income from CFD trading 1,016 0 Commission income from CFD trading Capital gains from CFD trading 7,212 0 Other exchange gains / interest income Risk discount 340e (3) HGB Fund for general banking risks 340e (4) HGB Net income of the trading portfolio 8,

37 Page 72 Annual Report 2014 Group Annex The position has increased significantly due to the initial consolidation of the result of CeFDex 2014; initial consolidation of KochBank took place in the prior year. Other operating income Other operating income of KEUR 385 (previous year: KEUR 375) mainly comprises income from services subject to VAT in the amount of KEUR 135 (previous year: KEUR 110), income from currency conversion in amount of KEUR 7 (previous year: KEUR 18), income from the reversal of provisions amounting to KEUR 43 (previous year: KEUR 11), non-cash compensation in the amount of KEUR 64 (previous year: KEUR 65), income from non-taxable revenues of KEUR 54 (previous year: KEUR 11), and other operating income of KEUR 82 (previous year: KEUR 140). Other administrative expenses Other administrative expenses of KEUR 21,095 (previous year: KEUR 9,386) include the following (): G. Other information Supplemental information on the cash flow statement Cash and cash equivalents comprise bank credit balances maturing daily, balances with central banks, and to a lesser extent cash reserves and liabilities to banks. Transactions with related companies and persons Related companies and persons are legal or natural persons that can influence Fin- Tech Group AG or are subject to the control or significant influence of FinTech Group AG. In the reporting year, we did not enter into any transactions with this group of people at non-market conditions. Contingencies Administrative expenses 12/31/2014 Other operating expenses Previous year License costs, maintenance, information services 9,357 2,860 Legal and consulting costs 2,352 1,714 Advertising and exhibition costs 4,165 1,585 Contributions (including BaFin and EdW) Cost of premises Other IT/phone On the balance sheet date, the following contingency existed under 251 HGB in conjunction with 268 para. 7 HGB: _ Letter of comfort of FinTech Group AG in favor of Hippolyt Thum e.k., Kulmbach, and MLF Mercator Leasing GmbH & Co. Finanz KG, Schweinfurt, for liabilities under the lease between the subsidiary AKTIONÄRSBANK GmbH and Hippolyt Thum e.k. and MLF Mercator Leasing GmbH & Co. Finanz KG in the amount of KEUR 434 (previous year: KEUR 558). According to our knowledge, the underlying obligation may be fulfilled by the company concerned; a claim is not to be expected. Other operating expenses in the amount of KEUR 1,024 (previous year: KEUR 129) include other period expenses in the amount of KEUR 504 and expenses for the purchase of own shares of the FinTech Group AG in the amount of KEUR 349.

38 Page 74 Annual Report 2014 Group Annex Other financial obligations Itemization of the number of employees from: 12/31/2014 In the specification of other financial obligations, the obligations between group companies were eliminated. The obligations include liabilities denominated in foreign currency in the amount of KEUR 314. Auditor s fees In fiscal year 2014, the following fees of the auditor of the annual financial statements of FinTech Group AG were calculated for the audit of the individual financial statements and the consolidated financial statement: _ Audit services KEUR 60 (previous year: KEUR 64) _ Other assurance services KEUR 0 (previous year: KEUR 22) _ Tax advisory services KEUR 18 (previous year: KEUR 23) Previous year Lease contracts 5,697 7,191 Maintenance contracts 6,845 11,919 Advertising contracts Other contracts 7,318 6,656 Total 20,757 25,766 The amounts shown do not include the non-deductible VAT tax for FinTech Group AG. In the fiscal year, the group had an average of 107 (previous year: 104) employees (without the Executive Board). Directors of the parent company FRANK NIEHAGE _ Usingen LL.M. (since 08/15/2014) _ CEO, sole power of representation, exempt from the restrictions of 181 alt. 2 BGB (prohibition of multiple representation) STEFAN MÜLLER _ Küps banker (until 11/30/2014) _sole power of representation, exempt from the restrictions of 181 alt. 2 BGB (prohibition of multiple representation) THOMAS SCHMIDT _ Meerbusch banking administrator (until 01/31/2014) _ Sole power of representation Supervisory Board of the parent company Members of the Supervisory Board in the reporting period were: KARL MATTHÄUS SCHMIDT _ Mainleus _ Exercised activity: Board spokesperson of quirin Bank AG, Berlin _ Chairman and Supervisory Board member until 07/18/2014 On 12/31/2014, Mr. Schmidt was a member of the following other statutory supervisory boards of domestic companies: _ avaloq Sourcing (Deutschland) AG, Berlin

39 Page 76 Annual Report 2014 Group Annex STEFAN FEULNER _ Goldkronach _ Exercised activity: CEO of Heliad Management GmbH _ Supervisory Board member from 07/18/2014 to 10/30/2014 On 12/31/2014, Mr. Feulner was a member of the following other statutory supervisory boards of domestic companies: _ DAF Deutsches Anleger Fernsehen AG, Kulmbach, Supervisory Board member MARTIN KORBMACHER _ Frankfurt am Main _ Exercised activity: CEO of Event Horizon Capital & Advisory GmbH _ Supervisory Board member since 10/30/2014, Chairman since 11/25/2014 On 12/31/2014, Mr. Korbmacher was a member of the following other statutory supervisory boards of domestic companies: _ Member of the Supervisory Board of German Startups Group Berlin GmbH & Co. KGaA (since 07/2013) _ Member of the Board Of Directors of Starmind International AG (since 09/2014) Bernd Förtsch _ Kulmbach _ Exercised activity: CEO of Börsenmedien AG, Kulmbach _ Chairman of the Supervisory Board from 07/23/2014 to 11/24/2014, otherwise Supervisory Board member On 12/31/2014, Mr. Förtsch was a member of the following other statutory supervisory boards of domestic companies: _ CeFDex AG, Frankfurt, Chairman _ Panthera Capital AG, Frankfurt, Chairman _ DAF Deutsches Anleger Fernsehen AG, Chairman Remuneration of the members of the Executive Board and the Supervisory Board In reference to 286 para. 4 HGB, an indication of the salaries of the Executive Board of the Group parent company FinTech Group AG is dispensed with. For their activities during the fiscal year, the members of the Supervisory Board received total remuneration of KEUR 101 (previous year: KEUR 123). ACHIM LINDNER _ Kulmbach _ Exercised activity: Board member of Börsenmedien AG, Kulmbach _ Deputy Chairman Kulmbach, 5/28/2015 On 12/31/2014, Mr. Lindner was a member of the following other statutory supervisory boards of domestic companies: _ DAF Deutsches Anleger Fernsehen AG, Kulmbach, Chairman _ Living Logic AG, Bayreuth, Chairman _ Nanostart AG, Frankfurt, Deputy Chairman _ CeFDex AG, Frankfurt _ Altira AG, Frankfurt _ Heliad Equity Partners GmbH & Co. KGaA, Frankfurt Frank Niehage Chairman of the Executive Board

40 Page 78 Annual Report 2014 Group Annex Development of fixed assets ACQUISITION AND PRODUCTION COSTS ACCUMULATED DEPRECIATION BOOK VALUE As of 1/1/2014 Appreciations Additions to consolidation Disposals from consolidation Additions Disposals Merger Reclassifications As of 12/31/2014 As of 1/1/2014 Appreciations Additions Consolidation Disposals Consolidation Additions Disposals Merger As of 12/31/2014 As of 12/31/2014 As of 12/31/ Shares and other variable-yield securities a) Bonds and other fixed-income securities b) Shares and other variable-yield securities 602, , , , , , , , , Total 602, , , , , , , , , Intangible assets a) Self-created industrial property and similar rights and assets , , , , , , b) Concessions acquired for a fee, industrial property rights, and similar rights and assets as well as licenses for such rights and assets 1,407, , , , ,448, , , ,117, ,331, , c) Goodwill 3,689, ,689, , , , ,865, ,602, d) Prepayments 957, , ,002, , , , Total 6,054, , , ,258, , ,228, ,957, ,301, ,325, Property and equipment a) Land, leasehold rights and buildings, including buildings on third-party land 610, , , , , , , b) Technical equipment and machinery c) Operating and office equipment 1,482, , , ,504, , , , , , d) Installations under construction Total 2,092, , , ,114, , , ,072, ,042, ,298, Total 8,749, , , ,981, ,898, , ,518, ,312, ,668, ,850,890.33

41 Page 80 Annual Report 2014 Auditor s Opinion Auditor s Opinion We have audited the consolidated financial statement consisting of the the balance sheet, income statement, cash flow statement, equity schedule, and annex and the management report on FinTech Group AG (previously: flatex Holding AG), Kulmbach, for the fiscal year from January 1, 2014, to December 31, Preparation of the consolidated financial statement and the management report of the group in accordance with German commercial regulations and supplementary provisions for credit and financial services institutions is the responsibility of the legal representative of the company. Our responsibility is to express an opinion on the basis of our audit on the consolidated financial statement and the management report on the group. situation of the group. The management report on the group is consistent with the consolidated financial statement, and as a whole provides a suitable view of the group s position and correctly presents the opportunities and risks of future development. Munich, June 12, 2015 We conducted our audit in accordance with 317 HGB in conjunction with 340 k HGB, taking into account the generally accepted German auditing standards defined by the Institute of Auditors (IDW). Those regulations and standards require that we plan and perform the audit so that misstatements materially affecting the presentation of the asset, financial, and income situation in the consolidated financial statement, prepared in accordance with principles of proper accounting, and in the management report on the group are detected with reasonable assurance. In determining the audit procedures, knowledge of the business activities and the economic and legal environment of the group as well as expectations regarding possible errors are taken into account. During the audit, the effectiveness of the accounting-related internal control system and the evidence supporting the information in the consolidated financial statement and the management report on the group are examined primarily on a random sampling basis. The audit includes assessing the annual financial statements of the companies included in the consolidated financial statement, the delimitation of the scope of consolidation, the accounting and consolidation principles used, and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement and the management report on the company and the group. We believe that our audit provides a reasonable basis for our opinion. Schneider + Partner GmbH Auditing company Tax consultancy Signature Schneider Auditor Auditor Signature Jasper Our audit did not lead to any objections. In our opinion based on the findings of our audit, the consolidated financial statement corresponds to the legal requirements and, in compliance with generally accepted accounting principles, gives a true picture of the asset, financial, and earnings