Flow Traders Ltd · EURONEXT:FLOW
Flow Traders — Shareholder Meeting (June 2024)
61 slides from Flow Traders's shareholder meeting presentation, Jun 13, 2024
Slide 1: Flow Traders Ltd. Annual General Meeting
13 JUNE 2024 Flow Traders Ltd. Annual General Meeting
Slide 2: Disclaimer
Disclaimer This presentation is prepared by Flow Traders Ltd. and is for information purposes Forward-looking statements speak only as at the date at which they are made. Flow only and the material contained in this document is provided ‘as is’. It is not a Traders expressly disclaims any obligation
Slide 3: AGM Agenda
AGM Agenda # Item 1 Opening and announcements 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) 2.b Annual accounts for the financial year 2023 (discussion item) 2.c Dividend policy (discussion item) 2.d Dividend (non-binding advisory voting item) 2.e Remune
Slide 4: 1. Opening and announcements
1. Opening and announcements # Item 1 Opening and announcements 4
Slide 5: 1. Opening and announcements
1. Opening and announcements Rudolf Ferscha Jan van Kuijk Delfin Rueda Arroyo Linda Hovius Paul Hilgers Chairman & Non- Vice-Chairman & Non- Non-Executive Director Non-Executive Director Non-Executive Director Executive Director Executive Director Other Coen van Sevenhoven Global Co-Head of Trading
Slide 6: Test question
Test question Will the AEX index be higher at the end of the year than it was on Jan. 1? 1. For 2. Against 3. Abstain 6
Slide 7: 2.a Report of the Board
2.a Report of the Board # Item 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) i. Report from the CEO and CFO ii. Report from the Chairman iii. Q&A 7
Slide 8: 2.a.i – Report from the CEO and CFO
2.a.i – Report from the CEO and CFO Discussion item Mike Kuehnel Hermien Smeets - Flier Chief Executive Officer & Chief Financial Officer & Executive Director Executive Director 8
Slide 9: 2.a.i 2023 performance overview
2.a.i 2023 performance overview ETP Value Traded (€bn) Normalized Total Income (€m) Flow Traders NTI Summary Market Other income 460.6 51,811 1.1 Market trading volumes and volatility 43,081 across all major asset classes were 299.8 subdued throughout 2023 and reached 459.5 some of the lowest leve
Slide 10: 2.a.i 2023 regional performance overview
2.a.i 2023 regional performance overview Market ETP Value Traded Summary Flow ETP Value Traded (€bn) NTI (€m) (€bn) 2,371 787 313 Flow Traders maintained strong positions 2,039 617 throughout 2023 amidst subdued market trading volumes and low volatility which EMEA 162 resulted in lower turnover an
Slide 11: 2.a.i Solid margins maintained despite lower revenues
2.a.i Solid margins maintained despite lower revenues Normalized Fixed Operating Expenses (€m) Normalized EBITDA margin (%) FTEs Employee expenses (fixed) Other expenses Trading Technology Other Technology expenses +8% 660 646 174.1 45 161.6 215 219 76.0 73.2 31 262 252 64.4 61.2 183 176 27.3 33.7 F
Slide 12: 2.a.i Normalized Fixed Operating Expenses
2.a.i Normalized Fixed Operating Expenses Normalized Fixed Operating Expenses (€m) +14 (+8,8%) FTEs 6,7 3,8 174,1 Fixed employee expenses 3,5 161,6 -1,6 160,1 Technology expenses Other expenses 73,2 61,2 41,3 FY22 USD/EUR FX Constant FX Fixed Employee Tech Other FY23 Expenses Expenses Expenses Summa
Slide 13: 2.a.i Risk & Compliance 2023 highlights
2.a.i Risk & Compliance 2023 highlights Risk Compliance Flow Traders continued to focus on diversifying and growing its Flow Traders prioritized simplifying global regulatory readiness businesses, and further enhancing its internal risk function. and change management by standardizing processes
Slide 14: 2.a.i ESG strategy progress
2.a.i ESG strategy progress ESG strategic themes Flow Traders’ ESG ambition is to contribute to markets functioning in a smooth manner which we believe will assist 1. Environmental footprint 2. Sustainable employment in financing the transition towards a sustainable society. 3. Responsible supply
Slide 15: 2.a.i Trading capital
2.a.i Trading capital Shareholders’ Equity and Normalized ROE Return on Trading Capital 1,800 101% 110 1,800 140 Normalized ROE 100 Return on trading capital (%) 121% 1,600 Shareholders’ Equity 1,600 Total trading capital (€m) 120 90 1,400 1,400 80 90% 90% 100 1,200 1,200 85% 84% 70 1,000 54% 73% 71
Slide 16: 2.a.i Q124 trading performance update
2.a.i Q124 trading performance update Summary ETP Value Traded (€bn) Total Value Traded (€bn) Total Income (€m) Flow Traders Equity CCC Market trading volumes Fixed income Other NTI improved slightly in the quarter, Market Other income however volatility remained 11,714 11,979 11,349 11,979 1450 1
Slide 17: 2.a.i Supportive mega trends remain intact
2.a.i Supportive mega trends remain intact ETP growth Electronification Digitization Regulation 2.5x ~50% $2.7 tr Executed volumes Total Crypto Market Enhanced global Growth in AUM by 2030 in Euro credit Cap as of today regulations Industry ETF AUM projected to Credit algos have comprised Lo
Slide 18: 2.a.i Strategic focus 2024
2.a.i Strategic focus 2024 Optimize core & grow capital: Building an increasingly resilient and efficient business model through dedicated optimization of the firm’s trading core. While simultaneously growing the firm’s capital base to accelerate the monetization of all existing and new trading stra
Slide 19: 2.a.i Flow Traders Strategic Capital
2.a.i Flow Traders Strategic Capital Global investment scope Investing strategically where Flow Traders has specific Capital Markets Connectivity, Capital Markets, Connectivity, Platforms, domain knowledge in order to drive and accelerate Early Stage Fintech Platforms, Fintech Data, Data, Tokens fin
Slide 20: 2.a Report of the Board
2.a Report of the Board # Item 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) i. Report from the CEO and CFO ii. Report from the Chairman iii. Q&A 20
Slide 21: 2.a.ii – Report from the Chairman
2.a.ii – Report from the Chairman Discussion item Rudolf Ferscha Chairman of the Board 21
Slide 22: 2.c Report from the Chairman
2.c Report from the Chairman Board Trading and Remuneration and Risk and Technology Audit Committee Appointment Sustainability Committee Committee Committee Internal Audit External Audit Finance, Tax, HR and Legal and Risk and Trading Technology Legal and Recruitment Compliance Operations Compliance
Slide 23: 2.c Report from the Chairman
2.c Report from the Chairman Main topics in 2023 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 23
Slide 24: 2.a Report of the Board
2.a Report of the Board # Item 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) i. Report from the CEO and CFO ii. Report from the Chairman iii. Q&A 24
Slide 25: 2.a.iii – Q&A
FLOW M@TRADERS
Slide 26: 2.b Report of the Board
2.b Report of the Board # Item 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) 2.b Annual accounts for the financial year 2023 (discussion item) 2.c Dividend policy (discussion item) 2.d Dividend (non-binding advisory voting item) 2.e Remuneration Report f
Slide 27: 2.b Annual accounts for the financial year 2023
2.b Annual accounts for the financial year 2023 Discussion item Kwok-Way Tang Ernst & Young Accounts LLP 27
Slide 28: Flow Traders Ltd Financial statements 2023
Flow Traders Ltd Financial statements 2023 Ernst & Young Accountants LLP General Meeting 13 June 2024
Slide 29: Audit approach & focus
Audit approach & focus Financial statements 2023 Scope Timing April – May 2023: Audit Planning Statutory and Consolidated Audit plan financial statements Annual report Dec 2023 - Mar 2024: Jun-August 2023: Non-financial information Management letter Walkthroughs key processes Audit Consolidated FS a
Slide 30: Audit approach & focus (continued)
Audit approach & focus (continued) Financial statements 2023 Audit areas of attention What has continued in our approach? • Understand the business and its environment • Top down, risk based multi-location audit • Team with specialists involved on multiple topics What changed in our 2023 audit: • Sp
Slide 31: Materiality and topics discussed with the Non-Executive and Executive Board Members
Materiality and topics discussed with the Non-Executive and Executive Board Members Financial statements 2023 Planning materiality: Audit difference Topics discussed with the Non-Executive and € 2.2 million threshold: Executive Board Members: • Overall approach and scope of the audit € 0.1 million •
Slide 32: Conclusion and audit deliverables
Conclusion and audit deliverables Financial statements 2023 Management letter on internal control observations Unqualified opinion on the 2023 Statutory and Consolidated financial statements Long form report 2023 to the Audit Committee and the Non-Executive and Executive Board Members Transparent co
Slide 33: 2.c Report of the Board
2.c Report of the Board # Item 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) 2.b Annual accounts for the financial year 2023 (discussion item) 2.c Dividend policy (discussion item) 2.d Dividend (non-binding advisory voting item) 2.e Remuneration Report f
Slide 34: 2.c Dividend policy 2023
2.c Dividend policy 2023 Discussion item Flow Traders intends to pay dividends annually in two instalments, with a target aggregate dividend pay- out ratio of at least 50% of the company’s net profits realized during the financial year. The Board may decide that the profits realized during a financi
Slide 35: 2.d Report of the Board
2.d Report of the Board # Item 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) 2.b Annual accounts for the financial year 2023 (discussion item) 2.c Dividend policy (discussion item) 2.d Dividend (non-binding advisory voting item) 2.e Remuneration Report f
Slide 36: 2.d Determination of the dividend
2.d Determination of the dividend Non-binding advisory voting item It is proposed to the General Meeting that a total cash dividend of €0.45 per share will be paid out to shareholders for the financial year 2023, subject to a 15% Dutch dividend withholding tax (dividendbelasting). An interim cash di
Slide 37: 2.d Determination of the dividend
2.d Determination of the dividend Non-binding advisory voting item 1. For 2. Against 3. Abstain 37
Slide 38: 2.e Report of the Board
2.e Report of the Board # Item 2 Report of the Board 2.a Report of the Board for the financial year 2023 (discussion item) 2.b Annual accounts for the financial year 2023 (discussion item) 2.c Dividend policy (discussion item) 2.d Dividend (non-binding advisory voting item) 2.e Remuneration Report f
Slide 39: 2.e Remuneration Report 2023
2.e Remuneration Report 2023 Non-binding advisory voting item Linda Hovius Chair of the Remuneration & Appointment committee 39
Slide 40: 2.e Remuneration Report 2023
2.e Remuneration Report 2023 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 2023. The Remuneration Report has been published as part of the Annual Report
Slide 41: 2.e Remuneration Report 2023
2.e Remuneration Report 2023 Non-binding advisory voting item 1. For 2. Against 3. Abstain 41
Slide 42: 3.a Composition of the Board
3.a Composition of the Board # Item 3 Composition of the Board 3.a Proposal to re-elect Mr Jan van Kuijk to the Board (voting item) 3.b Proposal to elect Mr Owain Lloyd to the Board (voting item) 42
Slide 43: 3.a Proposal to re-elect Mr. van Kuijk to the Board
3.a Proposal to re-elect Mr. van Kuijk to the Board Voting item In accordance with the Bye-Laws of the Company, the Board nominates Mr. van Kuijk for re- election as member of the Board as Non-Executive Director with effect from 13 June 2024 for the period of four years (i.e. until the end of the an
Slide 44: 3.a Proposal to re-elect Mr. van Kuijk to the Board
3.a Proposal to re-elect Mr. van Kuijk to the Board Voting item 1. For 2. Against 3. Abstain 44
Slide 45: 3.b Composition of the Board
3.b Composition of the Board # Item 3 Composition of the Board 3.a Proposal to re-elect Mr Jan van Kuijk to the Board (voting item) 3.b Proposal to elect Mr Owain Lloyd to the Board (voting item) 45
Slide 46: 3.b Proposal to elect Mr. Lloyd to the Board
3.b Proposal to elect Mr. Lloyd to the Board Voting item In accordance with the Bye-Laws of the Company, the Board nominates Mr. Owain Lloyd for election as a member of the Board as Executive Director and Chief Technology Officer (CTO) with effect from 13 June 2024 or a date thereafter following the
Slide 47: 3.b Proposal to elect Mr. Lloyd to the Board
3.b Proposal to elect Mr. Lloyd to the Board Voting item 1. For 2. Against 3. Abstain 47
Slide 48: 4.a Authority to issue shares and exclude or limit pre-emptive rights
4.a Authority to issue shares and exclude or limit pre-emptive rights # Item 4 Authority to issue shares and exclude or limit pre-emptive rights 4.a Authority to issue shares (voting item) 4.b Authority to exclude or limit pre-emptive rights (voting item) 48
Slide 49: 4.a Authority to issue shares
4.a Authority to issue shares Voting item It is proposed to renew the authority of the Board to issue common shares or to grant rights to subscribe for common shares for a period of 18 months from the date of this General Meeting (i.e. up to and including 13 December 2025) for up to 10% of the total
Slide 50: 4.a Authority to issue shares
4.a Authority to issue shares Voting item 1. For 2. Against 3. Abstain 50
Slide 51: 4.b Authority to issue shares and exclude or limit pre-emptive rights
4.b Authority to issue shares and exclude or limit pre-emptive rights # Item 4 Authority to issue shares and exclude or limit pre-emptive rights 4.a Authority to issue shares (voting item) 4.b Authority to exclude or limit pre-emptive rights (voting item) 51
Slide 52: 4.b Authority to exclude or limit pre-emptive rights
4.b 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 4.a above for a period of 18 months f
Slide 53: 4.b Authority to exclude or limit pre-emptive rights
4.b Authority to exclude or limit pre- emptive rights Voting item 1. For 2. Against 3. Abstain 53
Slide 54: 5. Authority to purchase own shares
5. Authority to purchase own shares # Item 5 Authority to purchase own shares (voting item) 54
Slide 55: 5. Authority to purchase own shares
5. 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 General Meeting (i.e
Slide 56: 5. Authority to purchase own shares
5. Authority to purchase own shares Voting item 1. For 2. Against 3. Abstain 56
Slide 57: 6. Auditor
6. Auditor # Item 6 Auditor (voting item) 57
Slide 58: 6. Auditor
6. 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 outcome of the assessment was positive. Based on such assessment, the Audit Committee of th
Slide 59: 6. Auditor
6. Auditor Voting item 1. For 2. Against 3. Abstain 59
Slide 60: 7. Any other business and closing
7. Any other business and closing # Item 7 Any other business and closing 60
Slide 61: 7. Any other business and closing
7. Any other business and closing