Swissquote : Agenda of the 23nd ordinary General Meeting

⯎

TWENTY

THREE

INVITATION TO THE ORDINARY GENERAL MEETING

10 MAY 2023

swissquote.com

2

Translation of the original French text

INVITATION

TO THE ORDINARY GENERAL MEETING

OF SWISSQUOTE GROUP HOLDING LTD

WEDNESDAY 10 MAY 2023, 10:30 A.M. (DOORS OPEN AT 10:00 A.M.)

AT THE HEADQUARTER OF SWISSQUOTE GROUP HOLDING LTD CHEMIN DE LA CRÉTAUX 33

1196 GLAND, SWITZERLAND

3

AGENDA

1. Approval of the management report, the statutory financial statements and the consolidated financial statements for the financial year 2022

Motion: The Board of Directors proposes that the management report, the statutory financial statements of Swissquote Group Holding Ltd (the "Company") and the consolidated financial statements of the Group for the financial year 2022 be approved.

Explanation: Pursuant to Swiss law and the Company's Articles of Association, the management report, the statutory financial statements of the Company and the consolidated financial statements of the Group have to be submitted to the General Meeting for approval. The Auditor, Price- waterhouseCoopers Ltd, Pully, has audited the Company's statutory financial statements and the consolidated financial statements of the Group and has nothing to add to the audit reports.

2. Advisory vote on the Remuneration Report for the financial year 2022

Motion: The Board of Directors proposes that the Remuneration Report for the financial year 2022 be approved in an advisory vote.

Explanation: The Remuneration Report sets out the principles governing the remuneration of the Board of Directors and the Executive Management, and reports on the nature and amount of the remuneration accrued during the financial year 2022, along with a comparison with the corresponding maximum total remuneration amounts approved by the General Meeting. Compared with the previous year, the Remuneration Report 2022 (i) confirms the implementation of the three-year cliff vesting adopted by the Board of Directors in relation to the Executive Manage- ment's long-term incentive plan (LTIP), (ii) explains the alignment of the objectives set to the Executive Management for 2022 (including a set of ESG-related objectives) with the Company's ESG Materiality Matrix and (iii) includes extended information on the CEO pay-ratio. Furthermore, in his letter included in the Remuneration Report 2022, the Chairman of the Nomination & Remuneration Committee announced a series of additional improvements for 2023 and onwards, in particular the disclosure of the metrics of the objectives set to the Executive Management and the fact that a portion of the Executive Management's bonus will be paid in blocked shares. These improvements result from the intensified dialogue held with the shareholders in 2022. The General Meet- ing's vote on the Remuneration Report 2022 is not binding. The Auditor has audited the relevant parts of the Remuneration Report 2022 as required by law and has nothing to add to the audit report.

4

3. Appropriation of retained earnings, distribution of dividend

Motion: The Board of Directors proposes to appropriate available retained earnings as at 31 Decem- ber 2022 as follows:

in CHF	2022

Available retained earnings as at 31 December 2022

Gross dividend for the financial year 2022 in the amount of CHF 2.20 per share

Retained earnings to be carried forward

285,216,358

(33,721,974)*

251,494,384*

*⁜The amounts stated here are based on the share capital as at 31 December 2022 and may change until 11 May 2023 due to the exercise of stock options issued (employee stock options, for instance), or due to changes in the number of treasury shares. Treasury shares confer no right to a dividend.

Explanation: Pursuant to Swiss law and the Company's Articles of Association, the payment of a dividend must be approved by the General Meeting. The Company seeks to pay a dividend per share that has a certain level of stability in the medium term and, ideally, that increases in line with the Company's growth in the long term. Despite the smaller pre-tax profit made in 2022 compared to 2021, the Board proposes a dividend per share of the same amount as the one paid out last year. If this motion passes, as of 16 May 2023 (payment date), a net amount of CHF 1.43 per share (i.e. after deduction of the 35% Swiss withholding tax) will be paid. The last trading day on which shares may be traded with entitlement to receive the dividend is 11 May 2023. The shares will be traded ex-dividend as of 12 May 2023.

4. Discharge from liability of the members of the Board of Directors and the Executive Management

Motion: The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Executive Management for the financial year 2022.

Explanation: Pursuant to Swiss law and the Company's Articles of Association, the approval of the discharge lies within the powers of the General Meeting.

5

5. Elections

5.1 Members of the Board of Directors and Chair

Motion: The Board of Directors proposes to elect (respectively to re-elect) the following persons, each of them individually, for a one-year term of office until the end of the next ordinary General Meeting:

a.	Mr琀	Markus Dennler as a member and as Chair of the Board of Directors
	(re-election, in a single vote)
b.	Mr Jean-Christophe Pernollet as a member (re-election)
c.	Mr Beat Oberlin as a member (re-election)
d.	Ms Monica Dell'Anna as a member (re-election)
e.	Mr Michael Ploog as a member (re-election)
f.	Mr Paolo Buzzi as a member (re-election)
g.	Ms Demetra Kalogerou as a member (re-election)
h.	Ms Esther Finidori as a member (election)

Explanation: The term of office for all members of the Board of Directors expires at the completion of the ordinary General Meeting on 10 May 2023. Pursuant to Swiss law and the Company's Articles of Association, the General Meeting annually elects the members of the Board of Directors and the Chair of the Board of Directors. All current members of the Board of Directors, including the Chair of the Board of Directors, are standing for re-election. The elections (respectively re-elections) of the members of the Board of Directors shall be effected on an individual basis. To further strengthen the Board of Directors in light of the Company's strong growth and increasing requirements in terms of sustainability, the Board of Directors proposes that Esther Finidori be elected as a new member.

Esther Finidori (born in 1986, French national) holds a Master of Science in Industrial Engineering from the Ecole Centrale Paris and a MPhil in Technology Policy from the Judge Business School of Cambridge University. She is currently Vice-President Strategy at Schneider Electric France, where she is in particular in charge of sustainability. Esther Finidori is a regular speaker at conferences on environment and/or sustainability. She does not have any relationship with the Company or any associated persons or entities; she is considered by the Company as independent. If Esther Finidori is elected, she will also be proposed for election to the Board of Directors of Swissquote Bank Ltd, in accordance with the Group's long-standing practice. Thanks to her remarkable professional experience, Esther Finidori has developed a strong expertise in sustainability in general and in environmental aspects and digital transformation specifically, from which the Company's Board of Directors will highly benefit in case she is elected. Furthermore, Esther Finidori would also bring to the Board of Directors a broader international dimension. Esther Finidori's CV is available at https://en.swissquote.com/company/investors/agm.