Flow Traders Ltd · EURONEXT:FLOW
Flow Traders — Shareholder Meeting (April 2021)
63 slides from Flow Traders's shareholder meeting presentation, Apr 23, 2021
Slide 1: FLOW ® = HONG KONG ® LONDON ® MILAN = NEWYORK ® SINGAPORE
D =e FLOW ® TRADERS AMSTERDAM ® CLUJ = HONG KONG ® LONDON ® MILAN = NEWYORK ® 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: Opening and corporate reports
1. Opening and announcements 2. Corporate reports a. | Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (discussion item) b. Adoption of the annual accounts (voting item) c Dividend policy (discussion item) d. Determination of dividend (voting i
Slide 4: Agenda (continued)
Agenda (co ) 5. Composition Supervisory Board (voting item) a. Proposal appointment of Linda Hovius as member of the Supervisory Board (voting item) b. Proposal appointment of Ilonka Jankovich as member of the Supervisory Board (voting item) c. Proposal reappointment of Rudolf Ferscha as member of t
Slide 5: Opening and announcements
1. Opening and announcements Submitting follow-up questions: investor.relations@flowtraders.com FLOW TRADERS AMSTERDAM ® CLUJ ® HONGKONG ® LONDON ® MILAN = NEW YORK ® SINGAPORE Flow Traders| AGM 2021 5
Slide 6: Supervisory Board and Management Board attendees
Linda Hovius Supervisory Board Nominee ~ as ik Jamis wk sale i llonka Jankovich Rudolf Ferscha Jan van Kuijk Roger Hodenius untae DIYs ibhcrne joing Supervisory Chairman Vice-Chairman GEO er Board Nominee Tom de Kuijper N Ernst & Young a f Thomas Wolff Britta Achmann Accountants LLP Olivier Bisserie
Slide 7: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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: Management Board presenters
Dennis Dijkstra Folkert Joling Thomas Wolff Britta Achmann CEO Chief Trading Chief Technology Chief Risk Officer Officer Officer FLOW ® TRADERS AMSTERDAM ® CLUJ = HONG KONG ® LONDON ® MILAN = NEWYORK ® SINGAPORE Flow Traders| AGM 2021 9
Slide 10: FY20 snapshot
FY20 snapsho Arecord year by all metrics ETP Value Traded (€bn) NTI (€m) 2020 highlights Hl Flow Traders - BB Market 34,920 933 = Flow Traders ETP Value Traded increased 50% FY20 vs FY19, once again . outperforming the broader market - Market ETP Value Traded 25,412 23,588 increased 48% 383 = Flow T
Slide 11: FY20 results by metric and region
2,039 767 553 127 1,492 aa 515 154 2B8 2018 2019 2020 2018 2019 2020 2018 2019 2020 29,541 21,800 ae = L 20,140 , 189 391 ae 48 2018 2019 2020 2018 2019 2020 2018 2019 2020 1,680 16 97 998 844 2 35 40 5 2018 2019 2020 2018 2019 2020 2018 2019 2020 FLOW TRADERS AMSTERDAM ® CLI HONG KONG Reinforced po
Slide 12: Expenses and FTEs
Employee expenses (fixed) lj Other expenses Trading [lj Technology [il Other Technology expenses 63 107.3 554 99.8 513 36 FY19 FY20 FY19 FY20 31-Dec-19 31-Dec-20 Main drivers of increases in fixed expenses relate to technology investments to support growth strategy and efficiency improvements as wel
Slide 13: Q1 21 snapshot
121 snapshot Strong performance across the board ETP Value Traded (€bn) NTI (€m) Highlights Flow Trad prom ene cece e sce g poooseececeeees 1 — Marker. me 4 1 495.0 ‘= Market ETP Value Traded increased by 26% quarter-on-quarter and decreased ' 10,948 ' { 15% vs Q120 H ' 7,403 pee q pa ' | ® FlowTrad
Slide 14: Risk and Operations: 2020 highlights
Risk — 2020 highlights Risk Operations = Strong and conservative capital base maintained — allows for substantial shareholder returns = Onboarded additional prime brokers part of diversification strategy = Enhanced ICAP process - DNB accepted revised methodology = Ensured successful trade settlement
Slide 15: Technology: 2020 highlights
Technology — 2020 highlights Effective delivery of the technology agenda alongside responding to the COVID-19 pandemic COVID-19 pandemic-related activities Other key achievements = Initial planning commenced in early 2020 - sought additional BCP . sites = IT teams in the various regions built BCP si
Slide 16: ESG highlights
SG hig Flow Traders’ overall impact on the environmentis low - our ESG focus is on shared value and ensuring smooth functioning of markets ESG ambition Carbon footprint Scope 1 + Flow Traders’ carbon footprint was calculated for the first time * To ensurethe smooth functioning of markets which will
Slide 17: ESG materiality analysis
SG materiality analysis In late 2020, Flow Traders performed a materiality analysis to identify the ESG related issues that should be the main areas of focus ESG materiality matrix ESG materiality factors + Onthe basis of the materiality matrix, Flow Traders has identified 9 key ESG factors, (equal
Slide 18: Medium-term focus areas
Medium-term cus areas Consistent focus - enhanced coverage of fixed income, currency, commodity and crypto products alongside enlarging the global ETP footprint to drive structural NTI growth = Continuously refine and deepen Flow Traders’ product coverage and footprint to align with structural ETP i
Slide 19: Priorities, 2020 achievements and 2021 focus
Priorities 2020 achievements 2021 focus Enlarge the global ETP footprint ¥ Total number of ETP counterparties grew to c. = Continue expansion of counterparty base 1,600 and connected to >180 venues = Increase and deepen product coverage ¥ Consistently grew value traded in all regions = Additional ve
Slide 20: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 21: Supervisory Board report
2.a.ii. Supervisory Board report Rudolf Ferscha Chairman of the Supervisory Board FLOW TRADERS AMSTERDAM ® CLUJ ® HONGKONG ® LONDON ® MILAN = NEW YORK ® SINGAPORE Flow Traders| AGM 2021 21
Slide 22: Governance structure
Internal Audit External Audit Risk and HR and Legal and Finance and Mid-Office Recruitment. Compliance Tax Technology Trading Management Board HONG KONG INDON ® MILAN ® NEW YORK ® SINGAPORE FLOW TRADERS AMSTERDAM ® CLI Flow Traders| AGM 2021 22
Slide 23: Supervisory Board report: main topics in 2020
Supervisory Board repo Main topics in 2020 COVID-19 developments Strategy and strategy related risks Industry related updates Succession planning and diversity Culture and core values New legislation and regulation Financial results and investments Corporate governance structure Internal Audit Funct
Slide 24: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 25: AGM Flow Traders N.V. Audit Results 2020
AGM Flow Traders N.V. Audit Results 2020 23 April 2021
Slide 26: Audit results
Audit results Scope Execution Conclusion Consolidated and company Approach Audit of the financial only financial statements statements • Audit • Materiality • Risk Assessment • True and fair view Director’s report • Fraud and non-compliance • No material uncorrected audit differences • Compliance wi
Slide 27: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 28: Q&A
Q&A FLOW TRADERS AMSTERDAM ® CLU| ® HONG LONDON ® MILAN ® NEW YORK ® SINGAPORE Flow Traders| AGM 2021 28
Slide 29: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 30: 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 2020 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 31: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 32: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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.d: Determination of dividend
Agenda item 2.d (voting item) Determination of dividend It is proposed to the General Meeting that a total cash dividend of €6.50 per share will be paid out to shareholders for the financial year 2020, subject to a 15% Dutch dividend withholding tax (dividendbelasting). An interim cash dividend of €
Slide 34: Remuneration Report and Proposed Policies
2.e, 2.f, 2.g - Remuneration Report and Proposed Policies Rudolf Ferscha Chairman of the Supervisory Board FLOW TRADERS AMSTERDAM ® CLUJ ® HONGKONG ® LONDON ® MILAN = NEW YORK ® SINGAPORE Flow Traders| AGM 2021 34
Slide 35: Remuneration philosophy and approach
Fundamentals of our overall remuneration philosophy and approach = Atits core, it is about sharing the upside as well as the downside among all employees and shareholders = Equity ownership is strongly encouraged among all employees, with more than 10% of the company’s shares held by employees = Alo
Slide 36: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 37: 2020 Management Board remuneration outcomes
2020 Management Board remuneration outcomes Arecord year against the backdrop of a global health crisis = Asaresult of exceptional operating results, which was achieved through the tremendous effort and hard work of all employees, the firm-wide variable remuneration pool for 2020 was considerably hi
Slide 38: 2020 Management Board remuneration: response to Covid-19
2020 Management Board remuneration — Response to Covid-19 Restrain Management Board remuneration levels Align awards with our 2021 proposed remuneration policy = Potential available variable remuneration pool for the Management Board in 2020 was halved (to 7.5% of the overall remuneration pool) = As
Slide 39: 2020 Supervisory Board remuneration outcomes
2020 Supervisory Board remuneration outcomes Remuneration received in 2020 = Remuneration policy for the members of the Supervisory Board was adopted by the AGM in 2020 * Total fixed compensation awarded to the members of the Supervisory Board - €75,000 for the Chairman and €50,000 for the other mem
Slide 40: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 41: Proposed Remuneration Policy Supervisory Board
Proposed Remuneration Policy Supervisory Board = In place since IPO in 2015, re-approved at the 2020 AGM Chair: € 75,000 Chair: € 100,000 Annual fixed fee Member: € 50,000 Member: € 70,000 Objectives of our policy: Chairman Audit, = Aims to attract a diverse pool of (international) Supervisory Remun
Slide 42: Agenda item 2.f: Remuneration Policy for the Supervisory Board
Agenda item 2.f (voting item) Remuneration Policy for the Supervisory Board Following a review of the current Supervisory Board remuneration and a market benchmark, it is proposed to approve a revised remuneration policy for the Supervisory Board. FLOW TRADERS AMSTERDAM = CLUJ = HONGKONG = LONDON ®
Slide 43: Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2020 (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 44: Proposed Management Board remuneration policy
Proposed Management Board remuneration policy Our proposed 2021 Management Board remuneration policy reflects our mission, corporate identity, culture and values = We believe in sharing our profits with all relevant stakeholders, including our employees = We reward all our employees, including the M
Slide 45: Review of existing Management Board remuneration policy
Review of our existing Management Board remuneration policy Engaged in comprehensive consultations with various stakeholders. Main feedback provided regarding the existing Management Board remuneration policy was: HIRO FLOW TRADERS AMSTERDAM ® CLUJ ® HONG KONG ® LONDON ® MILAN ® NEW YORK ® SINGAPORE
Slide 46: Main elements of proposed Management Board remuneration policy
Main elements of our proposed Management Board remuneration policy In the proposed Management Board remuneration policy, feedback has been acted upon: Propose a new deferral structure Highlights: V4 pro rata vesting myers = Propose to further align our remuneration policy - with our philosophy and t
Slide 47: Main elements of proposed Management Board remuneration policy
Main elements of our proposed Management Board remuneration policy In the proposed Management Board remuneration policy, feedback has been acted upon: Individual Management Board members’ total remuneration: = In our corporate DNA to share profits fairly with shareholders and employees, and have don
Slide 48: Main elements of proposed Management Board remuneration policy
Main elements of our proposed Management Board remuneration policy In the proposed Management Board remuneration policy, feedback has been acted upon: Have improved the disclosure of our remuneration policy = Included further explanations on the working of our variable compensation plan in the propo
Slide 49: Agenda item 2.g: Remuneration Policy for the Management Board
Agenda item 2.g (voting item) Remuneration Policy for the Management Board Following the implementation of the Shareholders Rights Directive Il 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 50: 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 2020 or has
Slide 51: 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 2020 or h
Slide 52: Composition Supervisory Board
5. Composition Supervisory Board a. Proposal appointment of Linda Hovius as member of the Supervisory Board (voting item) b. Proposal appointment of Ilonka Jankovich as member of the Supervisory Board (voting item) c. Proposal reappointment of Rudolf Ferscha as member of the Supervisory Board (votin
Slide 53: Agenda item 5.a: Appointment of Linda Hovius
Agenda item 5.a (voting item) Proposal appointment of Linda Hovius as member of the Supervisory Board (voting item) In accordance with the Articles of Association of the Company, the Supervisory Board proposes to appoint Linda Hovius as member of the Supervisory Board with effect from 23 April 2021
Slide 54: Agenda item 5.b: Appointment of Ilonka Jankovich
Agenda item 5.b (voting item) Proposal appointment of Ilonka Jankovich as member of the Supervisory Board (voting item) In accordance with the Articles of Association of the Company, the Supervisory Board proposes to appoint llonka Jankovich as member of the Supervisory Board with effect from 23 Apr
Slide 55: Agenda item 5.c: Reappointment of Rudolf Ferscha
Agenda item 5.c (voting item) Proposal reappointment of Rudolf Ferscha as member of the Supervisory Board (voting item) In accordance with the Articles of Association of the Company, the Supervisory Board proposes to reappoint Rudolf Ferscha as member of the Supervisory Board with effect from 23 Apr
Slide 56: Authority to issue shares and restrict 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 = HONGKONG = LONDON ® MILAN = NEW YORK = SINGAPORE Flow Traders| AGM 2021 56
Slide 57: 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 58: Agenda item 6.b: 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 59: 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 ona stock exchange or otherwise. The a
Slide 60: 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 age
Slide 61: 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 = HONGKONG = LONDON
Slide 62: Any other business and closing
10. Any other business and closing FLOW TRADERS AMSTERDAM = CLUJ = HONGKONG = LONDON ® MILAN = NEW YORK = SINGAPORE Flow Traders| AGM 2021 62
Slide 63: Thank you!
Thank you! FLOW TRADERS AMSTERDAM = CLUJ ® HONG KONG ® LONDON ® MILAN = NEW YORK = SINGAPORE