Flow Traders Ltd · EURONEXT:FLOW
Flow Traders — Shareholder Meeting (June 2025)
73 slides from Flow Traders's shareholder meeting presentation, Jun 13, 2025
Slide 1: Flow Traders Ltd. Annual General Meeting
13 JUNE 2025 Flow Traders Ltd. Annual General Meeting Flow Traders |
Slide 2: Disclaimer
Disclaimer This presentation is prepared by Flow Traders Ltd. and is for information purposes only and the material Forward-looking statements speak only as at the date at which they are made. Flow Traders expressly contained in this document is provided ‘as is’. It is not a recommendation to engage
Slide 3: AGM Agenda
AGM Agenda # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Dividend Policy (discussion item) d. Remun
Slide 4: 1. Opening and Announcements
1. Opening and Announcements # Item 1 Opening and announcements Flow Traders | 4
Slide 5: Non-Executive Directors
1. Opening and Announcements Non-Executive Directors Rudolf Ferscha Jan van Kuijk Linda Hovius Chairman & Non- Vice-Chairman & Non- Non-Executive Director Executive Director Executive Director (nominated) Delfin Rueda Arroyo Paul Hilgers Karen Frank Non-Executive Director Non-Executive Director Non-E
Slide 6: Executive Directors and Officers
1. Opening and Announcements Executive Directors and Officers Mike Kuehnel Hermien Smeets - Flier Owain Lloyd Marc Jansen Alex Kieft Chief Executive Officer Chief Financial & Risk Chief Technology Officer Co-Chief Trading Officer Co-Chief Trading Officer & Executive Director Officer & Executive & Executiv
Slide 7: Test Question
Test Question Are Flow Traders shares undervalued? 1. For 2. Against 3. Abstain Flow Traders | 7
Slide 8: 2. Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report
2. Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2
Slide 9: 2a.i Report from the CEO and CFRO
2a.i Report from the CEO and CFRO # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) i. Report from the CEO and CFRO ii. Report from the Chairman iii. Q&A Flow Traders | 9
Slide 10: 2a.i Report from the CEO and CFRO
2a.i Report from the CEO and CFRO Discussion item Mike Kuehnel Hermien Smeets - Flier Chief Executive Officer & Chief Financial & Risk Officer & Executive Director Executive Director Flow Traders | 10
Slide 11: 2a.i – 2024 Performance Review
2a.i – 2024 Performance Review Second-best annual result in the Company’s 20-year history ETP Value Traded (€bn) Total Value Traded (€bn) Total Income (€m) Summary Flow Traders Equity CCC NTI Market Fixed income Other Other income 6,248 479.3 Flow Traders’ ETP Value Traded increased by 5% in 2024
Slide 12: 2a.i – 2024 Regional Performance Overview
2a.i – 2024 Regional Performance Overview Market ETP Value Traded (€bn) Flow ETP Value Traded (€bn) Revenue (€m) Highlights +24% +6% +63% 2,518 619 655 274 Trading Capital: Shifted capital to regions and asset Europe 2,039 classes with greater levels of price dislocations 168 throughout the year t
Slide 13: High Operating Leverage Given Variable Compensation Philosophy
2a.i – High Operating Leverage Given Variable Compensation Philosophy Balancing growth ambitions and operational efficiencies Fixed Operating Expenses (€m)* EBITDA (€m) and % Margin FTEs Employee expenses (fixed) 23% 45% Trading Technology Other Technology expenses Other expenses 217.1 -2% 180.1 613 6
Slide 14: 2a.i – Risk & Compliance Highlights
2a.i – Risk & Compliance Highlights Risk Compliance Flow Traders continued to focus on diversifying and growing its Effectively implemented all required Digital Operational businesses and further enhancing its internal risk function. Resilience Act (DORA) regulations and seamlessly integrated DO
Slide 15: Diversification Strategy Driving Strong Results
2a.i – Diversification Strategy Driving Strong Results Strong performance from Asia and FICC contributed to the second-best annual result in Company history Geographical Mix (NTI, %) Asset Class Mix (NTI, %) 10% 3% 3% 14% 17% 12% 18% 23% 28% 32% 22% 20% 43% 47% 47% 31% 19% 51% 28% 20% 64% 64% 68% 69%
Slide 16: Structural Growth Driving Market Outperformance
2a.i – Structural Growth Driving Market Outperformance Strong performance compared to average VIX volatility levels NTI vs. Implied Market Volatility (VIX) EBITDA and EBITDA Margins 1,000 40 700 80 NTI (€m) 35 EBITDA (€m) 900 Average VIX 35 EBITDA Margin (%) 63% 70 600 800 30 51% 52% 60 700 25 500 4
Slide 17: Capital Expansion Plan Accelerated Growth of Trading Capital
2a.i – Capital Expansion Plan Accelerated Growth of Trading Capital Leading to record levels of Trading Capital and Shareholders’ Equity Trading Capital and Return on Average Trading Capital Shareholders’ Equity and Return on Equity 1,800 164% 180 1,400 101% 110 Trading Capital (€m) Shareholders’ Eq
Slide 18: 1Q 2025 Trading Update Snapshot
2a.i – 1Q 2025 Trading Update Snapshot Solid results as strength in Equity offset lower contribution from Digital Assets compared to a year ago ETP Value Traded (€bn) Total Value Traded (€bn) Total Income (€m) Summary Flow Traders Equity Other NTI Market FICC Other income Flow Traders’ ETP Value T
Slide 19: Supportive Mega Trends Remain Intact as Growth Catalysts
2a.i – Supportive Mega Trends Remain Intact as Growth Catalysts Four key trends continue to shape Flow Traders’ market environment, offering significant opportunities ETP growth Electronification Digital assets Regulation $25tr ~50% ~$30tr AUM by 2030 Executed volumes Tokenized RWA Conducive in Euro
Slide 20: Continued Focus on Key Strategic Pillars
2a.i – Continued Focus on 4 Key Strategic Pillars To grow, strengthen and accelerate the business Optimize core & grow trading capital Build an increasingly efficient business model through optimization of our trading core Simultaneously grow our trading capital base to accelerate all existing an
Slide 21: 2a.ii Report from the Chairman
2a.ii Report from the Chairman # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) i. Report from the CEO and CFRO ii. Report from the Chairman iii. Q&A Flow Traders | 21
Slide 22: 2a.ii Report from the Chairman
2a.ii Report from the Chairman Discussion item Rudolf Ferscha Chairman of the Board Flow Traders | 22
Slide 23: 2a.ii Report from the Chairman: Board
2a.ii Report from the Chairman Discussion item Board Trading & Technology Remuneration & Risk & Sustainability Audit Committee Appointment Committee Committee Committee Internal Audit External Audit Finance, Tax, HR and Legal and Risk and Trading Technology Legal and Recruitment Compliance Operation
Slide 24: 2a.ii Report from the Chairman: Main topics
2a.ii Report from the Chairman Discussion item Main topics Strategy and strategy related risks Succession planning Culture and core values New legislation and regulation Financial results and investments Corporate governance structure Industry-related updates Internal Audit Function Flow Traders | 2
Slide 25: 2a.iii Q&A
2a.iii Q&A # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) i. Report from the CEO and CFRO ii. Report from the Chairman iii. Q&A Flow Traders | 25
Slide 26: 2a.iii Q&A
2a.iii Q&A FLOW B@TRADERS 26
Slide 27: 2b. Annual Accounts for the Financial Year 2024
2b. Annual Accounts for the Financial Year 2024 # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Divid
Slide 28: 2b. Annual Accounts for the Financial Year 2024
2b. Annual Accounts for the Financial Year 2024 Discussion item Anke Snaak EY Accountants B.V. Flow Traders | 28
Slide 29: Flow Traders Ltd Financial statements 2024
Flow Traders Ltd Financial statements 2024 EY Accountants B.V. General Meeting 13 June 2025
Slide 30: Agenda
Agenda Topics discussed with Audit approach & focus the Board Fraud and non-compliance with Conclusion and law and regulations deliverables
Slide 31: Audit approach & focus
Audit approach & focus Financial statements 2024 Scope Timing Apr – May 2024: Audit Planning Planning • Consolidated and Statutory materiality: Audit financial statements € 9.8 million difference threshold: • Board report, including (a.o.) Dec 2024 - Mar 2025: Jun - Aug 2024: non-financial informati
Slide 32: Audit approach & focus (continued)
Audit approach & focus (continued) Financial statements 2024 Audit areas of attention What has continued in our approach? • Understand the business and its environment • Top down, risk based multi-location audit • Involvement from specialist on multiple topics • Specific attention to expanding digit
Slide 33: Topics discussed with the Board
Topics discussed with the Board Financial statements 2024 Topics discussed with the Board: • Overall approach and scope of the audit • Group involvement and oversight • IT approach and internal control findings • Non-financial information • Accounting policies and estimates applied • Key audit matte
Slide 34: Fraud, non-compliance with laws and regulations
Fraud, non-compliance with laws and regulations Financial statements 2024 Together with our forensic specialists we perform the following procedures relevant to the financial audit on fraud risks and considerations of non-compliance: Fraud risk analysis Assessment of Flow Traders overall integri
Slide 35: Conclusion and deliverables
Conclusion and deliverablies Financial statements 2024 Audit Plan 2024 Management letter on internal control observations Unqualified opinion on the 2024 Statutory and Consolidated financial statements Long form report 2024 to the Audit Committee and the Board Transparent communication and good coop
Slide 36: 2c. Dividend Policy
2c. Dividend Policy # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Dividend Policy (discussion item)
Slide 37: 2c. Dividend Policy
2c. Dividend Policy Discussion item Trading Capital Expansion Plan Trading capital is the life blood of any trading firm and the Board has been exploring various options to further expand its trading capital base to accelerate the Company’s growth and diversification strategy. As part of the multi-lay
Slide 38: 2d. Remuneration Report for the Financial Year 2024
2d. Remuneration Report for the Financial Year 2024 # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. D
Slide 39: 2d. Remuneration Report for the Financial Year 2024
2d. Remuneration Report for the Financial Year 2024 Non-binding advisory voting item Linda Hovius Chair of the Remuneration & Appointment committee Flow Traders | 39
Slide 40: 2d. Remuneration Report for the Financial Year 2024
2d. Remuneration Report for the Financial Year 2024 Non-binding advisory voting item Discussion of the Remuneration Report regarding the remuneration of the Non-Executive Directors of the Board and Executive Directors of the Board over the year 2024. The Remuneration Report has been published as par
Slide 41: 2d. Remuneration Report: Vote
2d. Remuneration Report for the Financial Year 2024 Non-binding advisory voting item 1. For 2. Against 3. Abstain Flow Traders | 41
Slide 42: 3. Board Remuneration Policy Concerning Its Non-Executive Directors
3. Board Remuneration Policy Concerning Its Non-Executive Directors # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discu
Slide 43: 3. Board Remuneration Policy Concerning Its Non-Executive Directors
3. Board Remuneration Policy Concerning Its Non-Executive Directors Voting item Linda Hovius Chair of the Remuneration & Appointment committee Flow Traders | 43
Slide 44: 3. Board Remuneration Policy Concerning Its Non-Executive Directors
3. Board Remuneration Policy Concerning Its Non-Executive Directors Voting item The Company’s Remuneration Policy consists of two parts, one applicable to the Company’s Executive Directors, and one applicable to the Non-Executive Directors. The Board proposes to amend the part of the Remuneration Po
Slide 45: 3. Board Remuneration Policy: Proposed 25% Fee Increase
3. Board Remuneration Policy Concerning Its Non-Executive Directors Voting item The Remuneration Policy for the Board concerning its Non-Executive Directors sets out the policies and procedures, which shall be applied by Flow Traders (the Company) with respect to the remuneration of Non-Executive Di
Slide 46: 3. Board Remuneration Policy: Fees
3. Board Remuneration Policy Concerning Its Non-Executive Directors Voting item Role Fee (Previous) Fee (Proposed) Board fees Chair of the Board EUR 100,00 EUR 125,000 Non-Executive Director (not being the Chair of the Board) EUR 70,000 EUR 87,500 Committee fees Committee Chair fee (All committees e
Slide 47: 3. Board Remuneration Policy: Vote
3. Board Remuneration Policy Concerning Its Non-Executive Directors Voting item 1. For 2. Against 3. Abstain Flow Traders | 47
Slide 48: 4. Composition of the Board
4. Composition of the Board # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Dividend Policy (discussi
Slide 49: 4a. Proposal to Re-elect Mr. Mike Kuehnel to the Board
4a. Proposal to Re-elect Mr. Mike Kuehnel to the Board # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c
Slide 50: 4a. Proposal to Re-elect Mr. Mike Kuehnel to the Board
4a. Proposal to Re-elect Mr. Mike Kuehnel to the Board Voting item In accordance with the Bye-Laws of the Company, the Board nominates Mr. Mike Kuehnel for re-election as member of the Board as Executive Director and Chief Executive Officer (CEO) with effect from 13 June 2025 until and including 31 A
Slide 51: 4a. Vote
4a. Proposal to Re-elect Mr. Mike Kuehnel to the Board Voting item 1. For 2. Against 3. Abstain Flow Traders | 51
Slide 52: 4b. Proposal to Elect Mr. Marc Jansen to the Board
4b. Proposal to Elect Mr. Marc Jansen to the Board # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Di
Slide 53: 4b. Proposal to Elect Mr. Marc Jansen to the Board
4b. Proposal to Elect Mr. Marc Jansen to the Board Voting item In accordance with the Bye-Laws of the Company, the Board nominates Mr. Marc Jansen for election as member of the Board as Executive Director and co-Chief Trading Officer (co-CTrO) with effect from 1 September 2025 for the period of four
Slide 54: 4b. Vote
4b. Proposal to Elect Mr. Marc Jansen to the Board Voting item 1. For 2. Against 3. Abstain Flow Traders | 54
Slide 55: 4c. Proposal to Re-elect Mrs. Linda Hovius to the Board
4c. Proposal to Re-elect Mrs. Linda Hovius to the Board # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item)
Slide 56: 4c. Proposal to Re-elect Mrs. Linda Hovius to the Board
4c. Proposal to Re-elect Mrs. Linda Hovius to the Board Voting item In accordance with the Bye-Laws of the Company, the Board nominates Mrs. Linda Hovius for re-election as member of the Board as Non-Executive Director with effect from 13 June 2025 for a period of four years, until the end of the An
Slide 57: 4c. Vote
4c. Proposal to Re-elect Mrs. Linda Hovius to the Board Voting item 1. For 2. Against 3. Abstain Flow Traders | 57
Slide 58: 5. Authority to Issue Shares and Exclude or Limit Pre-emptive Rights
5. Authority to Issue Shares and Exclude or Limit Pre-emptive Rights # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (disc
Slide 59: 5a. Authority to Issue Shares
5a. Authority to Issue Shares # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Dividend Policy (discus
Slide 60: 5a. Authority to Issue Shares
5a. Authority to Issue Shares Voting item It is proposed to renew the authority of the Board to issue common shares or to grant the rights to subscribe for common shares for a period of 18 months from the date of this Annual General Meeting (i.e. up to and including 13 December 2026) for up to 10% o
Slide 61: 5a. Vote
5a. Authority to Issue Shares Voting item 1. For 2. Against 3. Abstain Flow Traders | 61
Slide 62: 5b. Authority to Exclude or Limit Pre-emptive Rights
5b. Authority to Exclude or Limit Pre-emptive Rights # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c.
Slide 63: 5b. Authority to Exclude or Limit Pre-emptive Rights
5b. Authority to Exclude or Limit Pre-emptive Rights Voting item It is proposed to renew the authority of the Board to exclude or limit applicable pre-emptive rights when issuing common shares or granting rights to subscribe for common shares as set out in item 5.a above for a period of 18 months fr
Slide 64: 5b. Vote
5b. Authority to Exclude or Limit Pre-emptive Rights Voting item 1. For 2. Against 3. Abstain Flow Traders | 64
Slide 65: 6. Authority to Purchase Own Shares
6. Authority to Purchase Own Shares # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Dividend Policy (
Slide 66: 6. Authority to Purchase Own Shares
6. Authority to Purchase Own Shares Voting item It is proposed to renew the authority of the Board to purchase shares in the capital of the Company, either through purchase on a stock exchange or otherwise. The authority will apply for a period of 18 months from the date of this Annual General Meeti
Slide 67: 6. Vote
6. Authority to Purchase Own Shares Voting item 1. For 2. Against 3. Abstain Flow Traders | 67
Slide 68: 7. Auditor
7. Auditor # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Dividend Policy (discussion item) d. Remun
Slide 69: 7. Auditor
7. Auditor Voting item The Audit Committee of Flow Traders Ltd. conducted an independent assessment of the performance of the Company’s external auditor, Ernst & Young Accountants LLP, over the past year. The Board decided to follow the recommendation of its Audit Committee and proposes to appoint E
Slide 70: 7. Auditor: Vote
7. Auditor Voting item 1. For 2. Against 3. Abstain Flow Traders | 70
Slide 71: 8. Any Other Business and Closing
8. Any Other Business and Closing # Item 1 Opening and announcements 2 Report of the Board; Annual Accounts; Dividend Policy; Remuneration Report a. Report of the Board for the financial year 2024 (discussion item) b. Annual accounts for the financial year 2024 (discussion item) c. Dividend Policy (di
Slide 72: 8. Any other business and closing
8. Any other business and closing Flow Traders | 72
Slide 73: Thank You
Thank You FLOW B@TRADERS