Slide 1: Flow Traders AGM 2020
FLOW ®TRADERS AMSTERDAM ® CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE
Slide 2: Disclaimer
Disclaimer This presentation contains “forward-looking statements” which relate to, without limitation, our plans, objectives, strategies, future operational performance, and anticipated developments in the industry in which we operate. These forward-looking statements are characterized by words suc
Slide 3: Agenda
1. Opening and announcements 2. Corporate reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting it
Slide 4: Agenda (cont'd)
Agenda (cont’d) 6. Authority to issue shares and restrict or exclude pre-emptive rights (voting item) a. Authority to issue shares (voting item) b. Authority to restrict or exclude pre-emptive rights (voting item) 7. Authority to acquire own shares (voting item) 8. Authority to cancel own shares (vo
Slide 5: Attendees
Attendees Erik Drok Rudolf Ferscha Dennis Dijkstra Folkert Joling Thomas Wolff Britta Achmann Chairman of the Chairman of the CEO Chief Trading Chief Technology Management Supervisory Remuneration & Officer Officer Board Nominee Board Appointment Committee Tom de Kuijper Ernst & Young Accountants LL
Slide 6: Opening and announcements - submitting follow-up questions
1. Opening and announcements - submitting follow-up questions investor.relations@flowtraders.com FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 6
Slide 7: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting item) e. Remuneration Report ov
Slide 8: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) i. Management Board report ii, Supervisory Board report iii, —§ Accountant Statements iv. Q&A b. Adoption of the annual accounts (voting item) c. Dividend
Slide 9: 2.a.i. Management Board Report
2.a.i. Management Board Report Dennis Dijkstra CEO FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 9
Slide 10: FY19 snapshot
FY19 snapshot ETP value traded exceeded €1 trillion for the first time in 2019 - reduced market activity in 2019 and lower volatility affected NTI and profitability ETP Value Traded (€bn) NTI (€m) 2019 highlights Hl Flow Traders = FlowTraders ETP Value Traded fell increased 12% FY19 vs FY18, once Hl
Slide 11: Continued our leading liquidity provider position in ETPs
Continued our leading liquidity provider position in ETPs 1,492 515 154 with on-exchange market share reached new highs through 4,270 1,347 a8 an 15 BB the year Low volatility affected NTI generation Expanded the ETP ecosystem by becoming a remote member of TASE 2017 2018 2019 2017 2018 2019 2017 20
Slide 12: Employee expenses and other expenses
Employee expenses (fixed) Other expenses Trading Technology Other Technology expenses One-off expenses 99.8 ong 59%) 513 907 436 377 0.8 15 5018 aE 2018 2019 2018 2019 10% fixed cost increase remained within guidance Increased technology expenses as investments made to support diversification initia
Slide 13: Flow Traders' response to COVID-19
Fl Tra rs’ response COVID Flow Traders has been able to continuously provide liquidity and pricing to the ETP markets on a global basis during the pandemic People Issuers, Investors & Counterparties Communities = Successfulimplementation of our business continuity plan - primary focus throughout has
Slide 14: BlackRock ETP Landscape
* Source: Blackrock ETP Landscape
Slide 15: Strategy
Strategy FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 15
Slide 16: 2019: Continued focused execution of our growth strategy
2019: Continued focused execution of our growth strategy 2019 strategic objectives Expand presence in ETP trading, both in products and trading relations, especially in the Americas and APAC Intensify and expand liquidity providing in ETPs and the underlying asset classes globally Grow technology in
Slide 17: Leveraging our global leading ETP trading footprint to drive further growth
Leveraging our global leading ETP trading footprint to drive further growth Focus remains on enlarging the ETP footprint Venues Counterparties Flow Traders ETP value traded (€bn) poo Americas Europe Asia = USis the largest ETP market globally = Growing ETP market in 2019 with = Second largest region
Slide 18: Strategic priorities
020 strategic priorities Expand leading ETP liquidity provider position and continue to grow ETP ecosystem through more venues, products and counterparties Expand currency trading capabilities Expand fixed income trading capabilities — will strengthen fixed income ETP trading Drive efficiency improv
Slide 19: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) i. Management Board report ii. | Supervisory Board report iii, —§ Accountant Statements iv. Q&A b. Adoption of the annual accounts (voting item) c. Divide
Slide 20: 2.a.ii. Supervisory Board report
2.a.ii. Supervisory Board report Erik Drok Chairman of the Supervisory Board FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 20
Slide 21: Internal Audit External Audit
Internal Audit External Audit Risk and HR and Legal and Finance and Technology Trading Mid-Office Recruitment compliance Tax FLOW ®TRADERS DON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 21
Slide 22: Supervisory Board report
Supervisory Board report Main topics in 2019 Strategy and strategy related risks Industry related updates Succession plan Culture and core values New legislation and regulation Financial results and investments Corporate governance structure Internal Audit Function Remuneration FLOW TRADERS AMSTERDA
Slide 23: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) i. Management Board report ii, Supervisory Board report iii, | Accountant Statements iv. Q&A b. Adoption of the annual accounts (voting item) c. Dividend
Slide 24: General meeting Flow Traders N.V. - Audit financial statements 2019
General meeting Flow Traders N.V. Audit financial statements 2019 Ernst & Young Accountants LLP June 2020
Slide 25: Audit approach & focus
Audit approach & focus Scope Strategy Execution Statutory and Responsibilities Approach consolidated financial Materiality statements Teaming Risk assessment Audit Core team Audit procedures Experts Fraud and non-compliance with laws and regulations Annual report Compliance with legal Materiality re
Slide 26: Key Audit Matters
Key Audit Matters Fair value measurement of financial assets and liabilities for trading • We evaluated the valuation process and verification by Risk- and Middle Office • We performed our own independent testing through sampling • We audited the fair value hierarchy and required disclosures Digital
Slide 27: Directors' report
Directors’ report Non-financial information • EU Directive (2014/95) - Non-financial information and diversity Remuneration • Implementation shareholders rights directive – impact on remuneration report Page 27
Slide 28: Audit Results
Audit Results • We provided an unqualified auditors’ report on the statutory and consolidated financial statements of Flow Traders N.V. • We included in our auditor’s report our view on going concern as well as the results of our work in relation to the director’s report. Page 28
Slide 29: Communication and interaction
Communication and interaction • Our reports • Meetings and interaction • Management Board • Supervisory Board and Audit committee • Conclusive remarks Page 29
Slide 30: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) i. Management Board report ii, Supervisory Board report iii, —§ Accountant Statements iv. Q&A b. Adoption of the annual accounts (voting item) c. Dividend
Slide 31: Q&A
Q&A FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 31
Slide 32: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting item) e. Remuneration Report ov
Slide 33: Agenda item 2.b: Adoption of annual accounts
Agenda item 2.b (voting item) Adoption of annual accounts It is proposed to adopt the annual accounts for the financial year 2019 as drawn up by the Management Board and signed by the Management Board and the Supervisory Board. Ernst & Young Accountants LLP has audited the annual accounts and has is
Slide 34: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting item) e. Remuneration Report ov
Slide 35: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting item) e. Remuneration Report ov
Slide 36: Agenda item 2.d: Determination of dividend
Agenda item 2.d (voting item) Determination of dividend It is proposed that a total cash dividend of €0.90 per share will be paid out to shareholders for the financial year 2079, subject to a 15% Dutch dividend withholding tax (dividendbelasting). An interim cash dividend of €0.35 per share was paid
Slide 37: 2.e, 2.f, 2.g - Remuneration Report and Proposed Policies
2.e, 2.f, 2.g - Remuneration Report and Proposed Policies Rudolf Ferscha Chairman of the Remuneration & Appointment Committee FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 37
Slide 38: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting item) e. Remuneration Report ov
Slide 39: General Remuneration Policy
General Remuneration Policy Key elements of our remuneration practices Aligned with the business, promoting prudent and risk-aware behavior and sustainable, long-term value creation Remuneration elements: limited fixed pay; ‘no profit, no variable pay’ Variable pay is deferred and subject to reducti
Slide 40: Management Board Remuneration - target framework
Management Board Remuneration — target framework BALANCED PERFORMANCE SCORECARD Growth External Relationships * Increase footprint in US markets * Increase number of trading counterparties Continue to expand into other asset classes = Ensure continuous compliance with rules and = Scale up new initia
Slide 41: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting item) e. Remuneration Report ov
Slide 42: Proposed Remuneration Policy Management Board - new elements introduced
Proposed Remuneration Policy Management Board — new elements introduced Remuneration philosophy remains unchanged New elements in the proposed policy Encourage entrepreneurialism and ownership amongst all employees to drive sustainable, long-term value creation - including for members of the Managem
Slide 43: Agenda item 2.f: Remuneration Policy for the Management Board
Agenda item 2.f (voting item) Remuneration Policy for the Management Board Following the implementation of the Shareholders Rights Directive II into Dutch law, it is proposed to approve a new remuneration policy for the Management Board. The Company’s current general remuneration policy was adopted
Slide 44: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2019 (discussion item) b. Adoption of the annual accounts (voting item) c. Dividend policy (discussion item) d. Determination of dividend (voting item) e. Remuneration Report ov
Slide 45: Proposed Remuneration Policy Supervisory Board - no major changes
Proposed Remuneration Policy Supervisory Board — no major changes = Given the nature of the responsibilities of the Supervisory = The current Supervisory Board fees (on an annual basis) are Board as an independent body, remuneration of the as follows: members of the Supervisory Board is not tied to
Slide 46: Agenda item 2.g: Remuneration Policy for the Supervisory Board
Agenda item 2.¢g (voting item) Remuneration Policy for the Supervisory Board Following the implementation of the Shareholders Rights Directive II into Dutch law, it is proposed to approve a remuneration policy for the Supervisory Board. The proposed structure of the remuneration for the Supervisory
Slide 47: 3. Discharge of Management Board members
3. Discharge of Management Board members (voting item) It is proposed to discharge the members of the Management Board from liability in respect of the performance of their management duties to the extent that such performance is apparent from the annual accounts over the financial year 2019 or has
Slide 48: 4. Discharge of Supervisory Board members
4. Discharge of Supervisory Board members (voting item) It is proposed to discharge the members of the Supervisory Board from liability in respect of the performance of their supervisory duties to the extent that such performance is apparent from the annual accounts over the financial year 2019 or h
Slide 49: 5. Composition Management Board
5. Composition Management Board (voting item) Proposed appointment of Britta Achmann as member of the Management Board and CRO It is proposed to appoint Britta Achmann as a Management Board member and Chief Risk Officer (“CRO”) of the Company following the Supervisory Board’s nomination for a term o
Slide 50: 6. Authority to issue shares and restrict or exclude pre-emptive rights
6. Authority to issue shares and restrict or exclude pre-emptive rights a. Authority to issue shares (voting item) b. Authority to restrict or exclude pre-emptive rights (voting item) FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEWYORK = SINGAPORE Flow Traders| AGM 2020 50
Slide 51: Agenda item 6.a: Authority to issue shares
Agenda item 6.a (voting item) Authority to issue shares It is proposed to renew the authority of the Management Board, subject to the Supervisory Board’s approval, to issue ordinary shares or to grant rights to subscribe for ordinary shares for a period of 18 months from the date of this General Mee
Slide 52: Agenda item 6.b: Authority to restrict or exclude pre-emptive rights
Agenda item 6.b (voting item) Authority to restrict or exclude pre-emptive rights It is proposed to renew the authority of the Management Board, subject to the Supervisory Board’s approval, to restrict or exclude applicable pre-emptive rights when issuing ordinary shares or granting rights to subscr
Slide 53: 7. Authority to acquire own shares
7. Authority to acquire own shares (voting item) Authority to acquire own shares It is proposed to renew the authority of the Management Board, subject to the Supervisory Board’s approval, to acquire shares in the capital of the Company, either through purchase on a stock exchange or otherwise. The
Slide 54: 8. Authority to cancel own shares
8. Authority to cancel own shares (voting item) Authority to cancel own shares It is proposed - which proposal has been approved by the Supervisory Board- to cancel any or all shares in the share capital of the Company held or repurchased by the Company under the authorization referred to under agen
Slide 55: 9. Auditor
9. Auditor (voting item) Auditor (voting item) In accordance with the recommendations of the Audit Committee, the Supervisory Board proposes to reappoint Ernst & Young Accountants LLP as external auditor of the Company for the current financial year. FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDO
Slide 56: 10. Any other business and closing
10. Any other business and closing FLOW TRADERS AMSTERDAM = CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE Flow Traders| AGM 2020 56
Slide 57: Thank you!
Thank you! i TRADERS AMSTERDAM ® CLUJ = HONG KONG = LONDON = NEW YORK = SINGAPORE