Corporate Presentation, Frank Niehage, CEO

The leading European infrastructure providerand operator for financial services technologies

2

Table of contents

1. About us

2. Corporate strategy

3. Strategic partnerships

I. Annex

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1. About us: key facts and operational figures

Customer cash deposits approx. EUR 1bn

Number of own B2C Customers approx. 200k

Number of inst. B2B Clients approx. 250

Assets under Admin. (biw AG) approx. 5.5bn

Trades executed p.a. approx. 10m (forecast based on H1 2015 figures)

Tier 1 Capital approx. EUR 60m

CRR indicator >16

Headquarters Frankfurt, Germany

Other locations Berlin, Düsseldorf, Kulmbach, Willich, Andernach, Zwickau

Employees approx. 500

Investors (two of them listed) GfBk Gesellschaft für Börsenkommunikation mbH (40.10%)

Heliad Equity Partners (listed on the Frankfurt Stock Exchange) (17.75%)

SafeCharge International Group Ltd. (listed on London AIM) (4.82%)

Others (incl. free float) (37.33%)

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Nov 2015

PT EUR 24.80

Mirabaud Securities

Feb 2016

PT EUR 27.00

H&A

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1. About us: stock information

Shares outstanding: 16.8m

Options outstanding: max. 1.7m

Market Cap: EUR 270m(01/04/2016 share price EUR 16.05)

ISIN: DE0005249601

Bloomberg: FLA GY Equity

Reasonable daily trading volume

- Approx. EUR 750k/day

Stock covered by

- Latest price target of 27.00 EUR

Share Price

(EUR)

Mar 2015

Price Target EUR 17.00

H&A Jul 2015

PT EUR 21.00

H&A

Stockprise development

shareholeder return LTM: 64%

525

1,086

2,1712,347

2,810

3,527

4,023

5,679

FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 1.HY 2015

1. About us: increase in customers

5

Source: FinTech Group

Growing number of B2C customers

Source: FinTech Group

Development of assets under administration

Steady and organic B2C growth

Increasing share of wallet

Asset volume of EUR 35,000 per customer on average

(million EUR)

118,17 126,111 134,403

163,668

196.402216.042

237.646

FY 2012 FY 2013 FY 2014 HY 2015 FY 2015e FY 2016e FY 2017e

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1. About us: half-year results 2015

FinTech Group AG underpins growth strategy with strong half-year operating profit

Modified EBITDA under German GAAP of EUR 11.7m in the first half year 2015

XCOM AG fully consolidated for the first time following integration in second quarter

Number of executed transactions sets record high (total of 5m trades in the group in the first 6 months)

biw AG setting-up a technology-based lending business following bolstering of capital

1. About us: guidance

7

22.7

85.0

95.0

-8.0

20.0

35.0

-35.2%

23.5%

36.8%

FY 2014 FY 2015e FY 2016e

Net revenues (million EUR)

EBITDA (million EUR)

EBITDA margin

Development of net revenues, EBITDA and EBITDA margin

Source: FinTech Group

8

1. About us: our business model at a glance

B2B Business B2C Business

Technology and white-label banking

business for third parties

Business models operated by FinTech

Group AG under own brands

B2B Brands B2C Brands

Professional trading for highly

active investors

kesh: mobile payment system

benk: B2C online bank with a

large porfolio of products

Renowned, third largest online

broker in Germany with flat fee

trading model

Approx. 145,000 customers

Strong brand in Germany

European expansion in progress

Continuous product

development

Leading provider of software

and technology solutions for

banks and financial services

companies in Europe with

more than 250 clients

German BaFin licensed bank

with full range of white label

banking services

(100% subsidiary of XCOM)

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1. About us: B2B Service Portfolio

Leading provider of software and

technology solutions for banks and

financial services companies in

Europe with more than 250 clients

German BaFin licensed bank with full

range of white label banking services

(100% subsidiary of XCOM AG)

Trading

Trading system

Market maker system

Trading platforms

Market and price data supply

E-Banking

Payment platform

SEPA platform incl. mandate management

Online banking

Secure transactions

Payment

Payment services (physical and electronic)

Mobile payment "kesh"

Card processing

ATM operations (incl. mobile payment)

Banking

Business process outsourcing (white-labeling)

Core banking

Reporting systems (client, regulatory, etc.)

Start of

CFD-

Trading

1. About us: company history

10

IPO

flatex AG

Incorporation of

PRE.IPO AG

in Kulmbach

Change of

name to

flatex AG

Incorporation

XCOM BCC

in Langen

Merger of 12

group

companies

XCOM AG

Acquisition of

XCOM-Bank

Incorporation of biw AG

für Investments und Wertpapiere AG

(minority stake in the beginning)

Investment

in ViTrade AG

Full take-over of biw AG (100%) für

Investments und Wertpapiere AG

New owner

FinTech

Group AG

1999 2003 20121988 2005 2006 201020092008

Aktionärsbank

GmbH obtains

banking license

Acquisition of

CeFDex1

(100%)

flatex Holding

AG FinTech

Group AG

New Senior

Management

Take-over of

strategic

majority in

XCOM AG

2013

Significant

acceleration

20152014

Via XCOM Finanz

GmbH (100%)

100% 100% 67 %

100% 100%

0.75 % 2.25 %

As of 05.02.2016

11

100%

will be

wound down / sold

(SPV)

1. About us: current organisational chart

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Past

• Only one relevant

shareholder, no relevant

free float

• Business model focused on

online brokerage (B2C)

• Limited strategic

partnerships

• DACH focus only; no

strategic partnerships

Present Future

• Diversified shareholder

structure and strong free

float

• B2B and B2C innovation

engine based on stable and

recurring businesses

• Further operational /

equity / strategic

partnerships

• European market leader

within the FinTech

infrastructure segment

• More diversified

shareholder structure, no

majorities left, relevant

free float

• Running B2B and B2C

businesses with enormous

growth potential

• Already 2 strategic

partnerships signed in

2015

• DACH focus, first

internationalization steps

1. About us: ongoing transformation process

B2C

currently online brokerage

B2B

IT services

B2B

Banking services

via XCOM Finanz

GmbH (100%)

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100%

100%

up to 100%

100%

uses liability

umbrella of biw

4.0

1. About us: future organisational chart

Peer Group FinTech Group

1. About us: senior management

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Frank Niehage

CEO

(since 15.08.2014)

Martin Korbmacher

Chairman of the Supervisory Board

(since 30.10.2014)

Vast experience across all segments of retail and commercial banking.

Previously a Managing Director at Goldman Sachs. He was also

instrumental in the growth of Bank Sarasin AG as CEO in Germany.

Extensive expertise in both traditional banking and financial services

technologies. Previously Global Head of Equities at Dresdner Kleinwort

and Investment Banking Head of Germany and Austria for Credit

Suisse (2005-2011)

1. About us: Executive Committee

15

Sascha Bochartz Muhamad Chahrour Niklas Helmreich Benon Janos Stefan Müller Bernd Würfel

• Head IT FTG

• Board Member XCOM AG

• Head Finance FTG

• Board Member XCOM AG

• Head B2C FTG

• Board Member XCOM AG

• CEO flatex

• CEO ViTrade

• Head B2B FTG • Head Regulatory Reporting

FTG

• Chief Representative FTG

• Supervisory Board biw AG

• CEO Aktionärsbank

• Board Member XCOM AG

• CEO biw AG

Frank Niehage

• CEO FTG

• Chairman XCOM AG

• Chairman biw AG

• Head Executive Committee

2. Corporate strategy: our ambition

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Our goal

Strategic steps

(1) restructuring of the existing B2C business (DONE)

+ (2) new business line B2B (DONE)

+ (3) strategic acquisitions and new B2C lines (DONE & ONGOING)

+ (4) boost of organic growth of existing B2C business (IN PROGRESS)

To be the platform and infrastructure provider of choice for the financial service industry in Europe

To become one of the leading, highly profitable FinTech companies in Europe

Gearing up to make full use of Group synergies – “one firm”

We set up an Executive Committee with members from across all of the Group’s entities to

ensure a continuous exchange amongst management personnel

We also created a Resource & Priority Committee (“integration task force”) to create

extensive synergies and achieve maximum efficiency

FinTech Group AG has been awarded the (rare) status of leading company (übergeordnetes

Institut) for regulatory purposes by the German authorities (BaFin) despite not holding a bank

license itself

2. Corporate strategy: roadmap – next 24 months1

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EUR m

22.7

85.0

95.0+

-8.0

20.0

35.0

Net Sales

adj. EBITDA

Improved tech

expertise by Xcom

acquisition

Strengthened

capital base

Implemented high

class management

team and subsequent

restructuring actions

Closed CFD deal with

Commerzbank

(strategic partnership)

TODAYLast 12 months Next 12-18 months

(1) Guidance does not include revenues and earnings derived from “additional upside“; some of the planned measures may already be implemented within the next six (6) months

and thus positively effect the 2015 P&L statement.

(2) Adj. EBITDA includes operations related interest income and expenses

Implement technology

based lending with the

potential to generate an

additional EUR 10+ million

(do-it-yourself and / or

partner with existing

players)

Enter Prime Standard of

Frankfurt Stock Exchange

to increase transparency

and trading volume

Further strategic

acquisitions & partnerships

Fixed agenda Additional upside

2014 2015 2016

Group wide IFRS

Reporting (incl.

segment reports)

Boost of organic

growth of existing B2C

business

Sale of loss making

AKTIONÄRSBANK to

free up EUR 14m

regulatory capital,

improve annual

earnings and pool

banking activities in

biw AG

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Flatex is the current market leader in the areas of usability, transparency

and transaction costs. Our goal is to shift flatex’s online brokerage business

model to a modern, state of the art and mobile “fully fledged online bank”

business model and to roll out new products (incl. debit/credit cards) –

“vertical integration” to gain a larger “share of wallet” (a recent survey

proved that more than 60% of our customers are willing to increase their

business activities with flatex).

2. Corporate strategy (1): flatex as „Bank 4.0“

We seek to expand into other European countries in 2015/16 and are

currently targeting a number of Central and Eastern European markets –

“horizontal integration”.

We have greatly increased our number of customers in Austria (by more than

8 times since Jul 2015) and will continue to build on this success.

Through the acquisition of XCOM AG/biw AG, we are uniquely placed to

achieve vertical integration at an extremely low cost as the systems and

products are already in place.

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biw AG currently holds approx. EUR 1bn in customer deposits. These deposits

are not currently being actively used for lending.

Management of part of these deposits could generate an additional income

of at least EUR 10m from 2016 onwards.

2. Corporate strategy (2): technology-based lending

Recent statistics and surveys show that there is an appetite for convenient

and digital consumer lending.

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We developed our own multichannel mobile payment system which has

been rolled out in Germany in 2016.

2. Corporate strategy (3): fostering own FinTech ideas

We set up our own start-up lab in the heart of Berlin to attract and

cooperate with innovative start-up businesses. By continuing to evaluate

trends, developing our own IT-based disruptive solutions and supporting

inventive start-ups, we seek to position ourselves as a pioneer in the fast-

moving and vibrant FinTech industry.

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2. Corporate strategy (3): kesh – our payment solution

→ transfer money→ demand money → transfer of address data

→ payment approval in kesh

Webshop

→ collect contacts→ collect favorite dealers

Kasse

payments among individuals

Zahlung im Online-Handel

„social banking“

payments in ecommerce

→ connection to third systems via API

backend integration

→ voucher code→ browser-access

value added-services

→ smartphone / tablet→ monitor with internet access→ integration in cash register system

Kasse

payment at POS

→ withdraw money from kesh-account→ load money into kesh with EC/credit card

interaction with cash machines

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2. Corporate strategy (4): FinTech campuses

Frankfurt and Berlin one-stop-shop FinTech labs - offering Fin, Tech and Cap

CORPORATE INNOVATION

TECHNOLOGY MATCH-MAKING AND SUPPORT

BANKING AND REGULATORY KNOW-HOW

FINTECH PROJECT DEAL FLOW SESSIONS

GROWTH INVESTMENT

SERVICE & MANAGEMENT FOR EQUITY

EARLY STAGE SEED INVESTMENTS

VC FOLLOW-ON INVESTMENTS

ACCESSIBLE LOGISTICS

PLUG & PLAY OFFICE AND EVENT VENUES

(WORKING TERRACE, SOHO CLUB, HEALTH CLUB)

BIG DATA FOR RESEARCH & DEVELOPMENT

ACCESS TO MARKETING AND PR CHANNELS

MENTORING NETWORK

BANKING AND TECHNOLOGY EXPERTS ON SITE

DEDICATED EDUCATION – FINTECH B.Sc.

ENTREPRENEURIAL WORKSHOPS AND EVENTS

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2. Corporate strategy (4): FinTech campuses - impressions

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2. Corporate strategy (4): FinTech campuses - impressions

3. Strategic partnerships (ETPs and CFDs)

25

Morgan Stanley starts issuing -labeled structured products and warrants in Germany

Significantly higher profit stake through MS joint venture than through standard product distribution

Larger number of structured products clients can trade at zero costs

Joint Venture basis for future internationalization and verticalization strategy

Key commercial points of the deal are:

• Cooperation began in Q4 2015 and will run for seven years (until 2022)

• Commerzbank takes over FinTech Group AG’s entire CFD orderflow execution (as market maker)

• FinTech Group AG received a double digit million amount upfront and will receive 40% of profits

each year

Key business impacts for FinTech Group AG are:

• FinTech Group AG significantly reduces its cost base and avoids investments in IT infrastructure

• Wind-down of CefDeX frees up regulatory capital and reduces overall risk exposure

In June 2015 we closed a strategic long-term CFD partnership with Commerzbank

In February 2016, entered into a strategic Joint Venture with Morgan Stanley

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Annexes

27

Market opportunity: banks and FinTech companies

Source: Paymentandbanking.com

2828

Source/figures: Barkow Consulting

45,1

16,5

49,0

9,68,0

6,0 5,6 5,0 4,85,1

FinTech group comparable FinTech company Bank

Market capitalisation of the world‘s 5 largest FinTech companies

(USD 78 bn) is already larger than the market capitalisation of

the five biggest listed German banks (USD 67 bn)

Market cap in USD

bn

Wirecard, as a FinTech Group comparable, shows a revenue

multiple of 8.5x - Our revenue multiple today is ~3.0x

Market opportunity: banks vs. FinTech “unicorns”

63%

61%

61%

57%

54%

54%

47%

39%

25%

U.S.

Spain

Netherlands

Poland

Australia

UK

Germany

Czech Republic

Romania

91%

89%

83%

82%

58%

57%

54%

49%

48%

46%

Iceland

Norway

Netherlands

Sweden

France

UK

Switzerland

Germany

Austria

Czech Republic

29

Market share of online banking users in Germany

Source: Bitkom, Eurostat

Increasing growth rates with a strong upward trend

Germany is a high potential, mostly undeveloped market in

the fields of e-banking and mobile banking

Source: statista

Share of e-banking users 2014 (%) Mobile banking usage (%)

Market opportunity: online banking

North America59.5%

Europe10.2%

Asia11.7%

Others18.6%

Market opportunity: fintech market

30

Nearly 60% (9.887m US dollars) of the global fintech volume

was invested in the U.S.

Germany has a clear backlog with only 82m US dollars

invested in FinTechs in 2014

Source: Accenture, CB Insights

Source: „Money of the Future“ Life.SREDA

Broad spectrum of fintech

technology

High upside potential: P2P

lending/online lending and mobile

wallets

26.8%

25.0%

14.1%

11.5%

7.2%

6.0%

4.7%

3.6%

1.1%

P2P Lending/ Online Lending

Mobile Wallets

Personal Finance and Management

Corporate Lending

Mobile Points of Sales Technologies

Mobile Banking

Bitcoin

Crowdfunding/Crowdinvesting

Other

Regional distribution of fintech investments

Share of total investments in fintech companies globally in 2014 (%)

31

Market opportunity: from offline to online

31

Online saturation

of markets

Advertising

Commerce

Travel

Agency

Financial

Services

low high

…..

HUGE POTENTIAL

We aim to play a leading role in the

upcoming transformation of the financial

services sector from offline to online

With our online broker FLATEX we have already proven that

we were able to successfully disrupt offline markets within a

very short period of time

Our subsidiary biw has its own commercial banking

license which can act as „engine“ on which new B2C business

lines can jumpstart on

In addition to providing first class B2B services, we will also

focus on improving our existing and creating new B2C

businesses

e.g.:

e.g.:

e.g.:

323232

wealth & asset management

transformation & corporate finance business & corporate banking

payments

retail banking & consumer finance

insurance & risk management

data, technology and infrastructure

no single segment, rather a supporting

function for other segments

FINANCIAL SERVICES

capital markets & trading

Market opportunity: only 4 sectors are truly “online”

33

Market opportunity: rise of virtual banking

Threat to retail banking from new market

participants: next 3 years (International)

Source: Roland Berger (2014)

Threat to retail banking from new market

participants: next 3 years (Germany)

Source: Roland Berger (2014)

61

25

22

10

5

3

2

34

53

42

44

30

20

15

2

10

27

39

48

52

56

3

12

10

7

17

25

72

PAYMENTS

SIMPLESAVINGS PRODUCTS

CURRENT ACCOUNT

CONSUMER CREDIT

STRUCTUREDSAVINGS PRODUCTS

HOME LOAN BUSINESS

CORPORATE LOANS

Very likely Likely Unlikely Very unlikely

89

67

58

22

11

33

33

11

22

33

56

44

44

33

11

11

22

22

22

33

22

PAYMENTS

SIMPLESAVINGS PRODUCTS

CURRENT ACCOUNT

CONSUMER CREDIT

STRUCTUREDSAVINGS PRODUCTS

HOME LOAN BUSINESS

CORPORATE LOANS

Very likely Likely Unlikely Very unlikely

% of those surveyed, by product,

international, n=60 banks from 15 countries

% of respondents, by product, Germany,

n=60 banks from 15 countries

34

Market opportunity: banks and FinTech companies

Source: Paymentandbanking.com

35

THANK YOU

All information in this presentation is PUBLIC knowledge

This presentation contains forward-looking statements that are subject to risks and uncertainties that could cause

the company’s actual operating results to differ materially from those indicated by the forward-looking statements.

The company expressly exclaims any obligation to update and revise publicly any forward-looking statements,

whether as a result of new information, future events or otherwise. Detailed information on FinTech Group can be

found on the company’s website at www.fintechgroup.com.

Contact details

Frank Niehage

CEO

FinTech Group AG

Rotfeder-Ring 5-7

60327 Frankfurt, Germany

Frank.Niehage@fintechgroup.com

www.fintechgroup.com.