Flow Traders Ltd · EURONEXT:FLOW
Flow Traders — Shareholder Meeting (April 2023)
106 slides from Flow Traders's shareholder meeting presentation, Apr 26, 2023
Slide 1: Flow Traders AGM 2023
Lie we FLOW ®TRADERS
Slide 2: Disclaimer
Disclaimer This presentation is prepared by Flow Traders Ltd. and is for information purposes only and the material contained in this document is provided ‘as is’. Itis not a recommendation to engage in investment activities and you must not rely on the content of this document when making any inves
Slide 3: Agenda
1. Opening and announcements 2. Alteration of the Bye-Laws (voting item) 3. Report of the Board; annual accounts; dividend policy; dividend; remuneration report a. _ Report of the Board for the financial year 2022 (discussion item) b. — Annual accounts for the financial year 2022 (discussion item) c
Slide 4: Agenda (cont'd)
Agenda (cont’d) 6. Authority to issue shares and exclude or limit pre-emptive rights a. Authority to issue shares (voting item) b. — Authority to exclude or limit pre-emptive rights (voting item) 7. Authority to purchase own shares (voting item) 8. Auditor (voting item) 9. Any other business and clo
Slide 5: 1. Opening and announcements
1. Opening and announcements Flow Traders | AGM 2023 5
Slide 6: Meeting attendees
Rudolf Ferscha Chairman Mike Kuehnel Chief Executive Officer René Koekkoek Ernst & Young Accountants LLP Jan van Kuijk Vice-Chairman Folkert Joling Chief Trading Officer Eric Pan Investor Relations Manager Karen Frank Non-Executive Director Nominee Linda Hovius Olivier Bisserier Paul Hilgers Non-Exe
Slide 7: Test question
Test question Test question: Will Ajax beat PSV on Sunday? |. For 2. Against 3. Abstain A Sepranuvk& z XCvenm?ia Flow Traders| AGM 2023 7
Slide 8: Test question
Test question Test question: Will Ajax beat PSV on Sunday? |. For 2. Against 3. Abstain ®2e006000°° Ve WErRryuto?® A Sepranuvk& z XCvenm?ia You may vote now Flow Traders| AGM 2023 8
Slide 9: Test question
Test question Test question: Will Ajax beat PSV on Sunday? |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 9
Slide 10: 2. Alteration of the Bye-Laws (voting item)
2. Alteration of the Bye-Laws (voting item) Alteration of the Bye-Laws It is proposed to approve the alteration of the Bye-Laws in conformity with the draft Bye-Laws available on FT’s corporate website, which amended Bye-laws shall become effective immediately upon passing of the resolution. Section
Slide 11: Agenda item: Alteration of the Bye-Laws
Agenda item 2 ¢ Alteration of the Bye-Laws 1. For 2. Against 3. Abstain Flow Traders| AGM 2023 1
Slide 12: Agenda item: Alteration of the Bye-Laws
Agenda item 2 ¢ Alteration of the Bye-Laws |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 12
Slide 13: Agenda item: Alteration of the Bye-Laws
Agenda item 2 ¢ Alteration of the Bye-Laws |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 13
Slide 14: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory voting item) e. Remuneration Report for the financial year 2022 (non-bindi
Slide 15: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) i. Report from the CEO and CTrO ii, Report from the Chairman i, Q&A b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory voting
Slide 16: 3.a.i. Report from the CEO and CTrO
3.a.i. Report from the CEO and CTrO a. ae Mike Kuehnel Folkert Joling Chief Executive Chief Trading Officer Officer Flow Traders| AGM 2023 16
Slide 17: FY22 snapshot
FY22 snapshot Delivered a strong financial performance amidst a more active trading environment ETP Value Traded (€bn) Total Income (€m) 2022 highlights = pon Tasers 51811 = oer Income 461 = Flow Traders ETP Value Traded increased by 15% in FY22 vs FY21 4 ul = Market ETP Value Traded increased by 41
Slide 18: Regional performance overview
gional performance overview Market ETP Value Traded (€bn) —_ Flow ETP Value Traded (€bn) NTI (€m) 2022 Highlights = Reinforced position as the leading liquidity provider in ETPs, 2,371 787 316 both on- and off-exchange 703 2,035 246 = Corporate credit trading business gained further traction across
Slide 19: Expenses and margins maintained
ins maintained Normalized fixed operating expenses (€m)* Normalized EBITDA margin (%) FTEs Hl Employee expenses (fixed) Bil Technology expenses Mi trading Ml Technology Mill Other I other expenses 46 45 1616 S60 613 1221 maa 61.2 273 FY21 FY22 FY21 FY22 31-Dec-21 31-Dec-22 = Main drivers of Y-o-Y in
Slide 20: Fixed operating expenses development in 2022
Fixed operating expenses development in 2022 19% year-on-year increase in fixed operating expenses when adjusted for USD strengthening and targeted base compensation increases FY21 vs FY22 normalized fixed operating expenses (€m) I Employee expenses (fixed) I Technology expenses I other expenses 122
Slide 21: Capital update
Capital update Regulatory Own Funds Requirement (OFR) (€m) Trading capital 472 540 538 449 438 416 35 175 178 - ral 337 365 31-Dec-20 (31-Mar-21 30-Jun-21 30-Sep-21. 31-Dec-21 31-Mar-22 30-Jun-22 30-Sep-22. 31-Dec-22 IM Excess Capital IJ Required Own Funds Note CEN poston as at Decembar2022is net fh
Slide 22: Q1 2023 snapshot
23 snapshot Strong trading performance amidst a more active market environment ETP Value Traded (€bn) Total Value Traded (€bn) Total Income (€m) Highlights MMFlowtraders | | WB equity = (cc mint i = Market ETP Value Traded declined by 2% HB Market ‘5085 Ml Fixed income [Ml one : Hl Other income Ta)
Slide 23: Risk & Compliance — 2022 highlights
Risk & Compliance — 2022 highlights Risk Compliance = Arobust capital base is maintained throughout the year despite bouts of high market volatility. = Resilient risk management of increasingly fraught geopolitical environment and macro-economic regime change, allowing the business to capture opport
Slide 24: ESG highlights
ESG hig Flow Traders’ overall impact on the environment is low - our ESG focus is on shared value and ensuring smooth functioning of markets ESG ambition Carbon footprint * To ensure the smooth functioning of markets which will assist in financing the transition towards a sustainable society by: = I
Slide 25: ESG materiality analysis
SG materiality lysis 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 wei
Slide 26: Five megatrends are shaping the future of financial markets
Five megatrends are shaping the future of financial markets Rise of ETP Emerging investing ecosystems Growth in VC and PE investments into AUM by 2025 FinTech/ innovative players ui vag Continuously growing Further trade : Institutional adoption of Shift in trends increases Increasing standards for
Slide 27: Key strategic objectives
Key strategic objective Significant strategic achievements in 2022 with clear focus areas for 2023 - fully aligned with the road to €1bn NTI ambition Strategic FLOW TRADERS focus CCC: Crypto, currencies and commodities Deepen product coverage and __Equity J geographic footprint to align with structu
Slide 28: Flow Traders Capital partners with ambitious entrepreneurs
Flow Traders Capital partners with ambitious entrepreneurs to build technology that leads to innovation within the financial services industry and aligns with our core business strategy r Flow Traders Capital Mw; 4 Primary MEM RFQ-hub (J Fer 2 Dedicated and experienced m Venture Capital Investment L
Slide 29: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) i. Report from the CEO and CTrO ii, Report from the Chairman i, Q&A b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory voting
Slide 30: 3.a.ii. Report from the Chairman
3.a.ii. Report from the Chairman Rudolf Ferscha Chairman of the Board Flow Traders| AGM 2023 30
Slide 31: Board committees
Trading and Technology Remuneration and Committee Appointment Committ Audit Committee Flow Traders! AGM 2023 31
Slide 32: Main topics in 2022
Main topics in 2022 Strategy and strategy related risks Succession planning and diversity Culture, values, DEI New legislation and regulation Financial results and Large investments Corporate governance structure Industry-related updates Remuneration Internal Audit Function Flow Traders| AGM 2023 32
Slide 33: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) i. Report from the CEO and CTrO ii, Report from the Chairman ii, Q&A b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory votin
Slide 34: Q&A
Q&A Flow Traders | AGM 2023 34
Slide 35: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) i. Report from the CEO and CTrO ii, Report from the Chairman i, Q&A b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory voting
Slide 36: Financial Statements 2022
Flow Traders N.V. Financial Statements 2022 General Meeting 26 April 2023
Slide 37: Audit Scope and Timing
Financial Statements 2022 Audit Scope and Timing • Statutory and Consolidated Financial Statements April – May ’22: • Annual Report Audit Planning and Q1 review • Quarterly reviews Dec ‘22-Mar ’23: Jun-August ’22: • Non-Financial Information Audit Consolidated FS Walkthroughs key and non-financial p
Slide 38: Areas of Audit attention
Financial Statements 2022 Areas of Audit attention What has continued in our approach? ▪ Understand the business and its environment ▪ Top down, risk based multilocation audit ▪ Involvement from specialist on multiple topics ▪ Working from home impact on internal controls and fraud risks What change
Slide 39: Materiality and topics discussed with the boards
Financial Statements 2022 Materiality and topics discussed with the boards Audit ▪ Materiality for Flow Traders is based on profit before tax Difference threshold: ▪ Benchmark is set at 5%, same as previous year Planning 0.4 million ▪ Planning level: EUR 8 million (2021: EUR 7.3 million) Materiality
Slide 40: Fraud and non-compliance risk
Financial Statements 20222021 Fraud and non-compliance risk Together with our forensic specialists we perform the following procedures relevant to the financial audit on fraud risks: ▪ Assessment of Flow Traders overall integrity framework ▪ Frequent meetings with compliance, legal and internal audi
Slide 41: Conclusion and other Audit Deliverables
Financial Statements 2022 Conclusion and other Audit Deliverables ▪ Unqualified opinion 2022 on the consolidated Financial Statements ▪ Management letter on internal control observations ▪ Long form report to the executive and supervisory boards ▪ Transparent communication and good cooperation Flow
Slide 42: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) i. Report from the CEO and CTrO ii, Report from the Chairman i, Q&A b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory voting
Slide 43: Agenda item 3.c: Dividend policy
Agenda item 3.c (discussion item) Dividend policy (from the 2022 Annual Report) Flow Traders intends to pay dividends annually in two instalments, with a target aggregate dividend pay- out ratio of at least 50 percent of the company’s net profits realized during the financial year. The Board may dec
Slide 44: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) i. Report from the CEO and CTrO ii, Report from the Chairman i, Q&A b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory voting
Slide 45: Agenda item 3.d: Determination of dividend
Agenda item 3.d (non-binding advisory voting item) Determination of dividend It is proposed to the General Meeting that a total cash dividend of €1.50 per share will be paid out to shareholders for the financial year 2022, subject to a 15% Dutch dividend withholding tax (dividendbelasting). An inter
Slide 46: Agenda item 3.d
Agenda item 3.d ¢ Determination of the dividend |. For 2. Against 3. Abstain Flow Traders| AGM 2023 46
Slide 47: Agenda item 3.d
Agenda item 3.d ¢ Determination of the dividend |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 47
Slide 48: Agenda item 3.d
Agenda item 3.d ¢ Determination of the dividend |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 48
Slide 49: 5. Composition of the Board (voting item)
5. Composition of the Board (voting item) a. Proposal to re-elect Mr. Rudolf Ferscha to the Board (voting item) b. Proposalto elect Ms. Karen Frank to the Board (voting item) c. Proposalto elect Mr. Paul Hilgers to the Board (voting item) d. Proposalto elect Mr. Delfin Rueda Arroyo to the Board (vot
Slide 50: 5.a Proposal to re-elect Mr. Rudolf Ferscha
5.a Proposal to re-elect Mr. Rudolf Ferscha to the Board (voting item) a. Proposal to re-elect Mr. Rudolf Ferscha to the Board In accordance with the Bye-Laws of the Company, the Board nominates Mr. Rudolf Ferscha for re-election as member of the Board as Non-Executive Director with effect from 26 A
Slide 51: Agenda item 5.a
Agenda item 5.a ¢ Proposal to re-elect Mr. Rudolf Ferscha to the Board |. For 2. Against 3. Abstain Flow Traders| AGM 2023 51
Slide 52: Agenda item 5.a
Agenda item 5.a ¢ Proposal to re-elect Mr. Rudolf Ferscha to the Board |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 52
Slide 53: Agenda item 5.a
Agenda item 5.a ¢ Proposal to re-elect Mr. Rudolf Ferscha to the Board 1. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 53
Slide 54: 5.b Proposal to elect Ms. Karen Frank
5.b Proposal to elect Ms. Karen Frank to the Board (voting item) b. Proposal to elect Ms. Karen Frank to the Board In accordance with the Bye-Laws of the Company, the Board nominates Ms. Karen Frank for election as a member of the Board as Non-Executive Director with effect from 26 April 2023 for th
Slide 55: Agenda item 5.b
Agenda item 5.b ¢ Proposal to elect Ms. Karen Frank to the Board |. For 2. Against 3. Abstain Flow Traders| AGM 2023 55
Slide 56: Agenda item 5.b
Agenda item 5.b ¢ Proposal to elect Ms. Karen Frank to the Board |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 56
Slide 57: Agenda item 5.b
Agenda item 5.b ¢ Proposal to elect Ms. Karen Frank to the Board 1. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 s7
Slide 58: 5.c Proposal to elect Mr. Paul Hilgers
5.c Proposal to elect Mr. Paul Hilgers to the Board (voting item) c. Proposalto elect Mr. Paul Hilgers to the Board In accordance with the Bye-Laws of the Company, the Board nominates Mr. Paul Hilgers for election as a member of the Board as Non-Executive Director with effect from 26 April 2023 for
Slide 59: Agenda item 5.c
Agenda item 5.c ¢ Proposal to elect Mr. Paul Hilgers to the Board |. For 2. Against 3. Abstain Flow Traders| AGM 2023 59
Slide 60: Agenda item 5.c
Agenda item 5.c ¢ Proposal to elect Mr. Paul Hilgers to the Board |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 60
Slide 61: Agenda item 5.c
Agenda item 5.c ¢ Proposal to elect Mr. Paul Hilgers to the Board |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 61
Slide 62: 5.d Proposal to elect Mr. Delfin Rueda Arroyo
5.d Proposal to elect Mr. Delfin Rueda Arroyo to the Board (voting item) d. Proposalto elect Mr. Delfin Rueda Arroyo to the Board In accordance with the Bye-Laws of the Company, the Board nominates Mr. Delfin Rueda Arroyo for election as a member of the Board as Non-Executive Director with effect fr
Slide 63: Agenda item 5.d
Agenda item 5.d ¢ Proposal to elect Mr. Delfin Rueda Arroyo to the Board |. For 2. Against 3. Abstain Flow Traders| AGM 2023 63
Slide 64: Agenda item 5.d
Agenda item 5.d ¢ Proposal to elect Mr. Delfin Rueda Arroyo to the Board |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 64
Slide 65: Agenda item 5.d
Agenda item 5.d ¢ Proposal to elect Mr. Delfin Rueda Arroyo to the Board |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 65
Slide 66: 6. Authority to issue and exclude or limit pre-emptive rights
6. Authority to issue and exclude or limit pre-emptive rights a. Authority to issue shares (voting item) b. Authority to exclude or limit pre-emptive rights (voting item) Flow Traders| AGM 2023 66
Slide 67: Agenda item 6.a: Authority to issue shares
Agenda item 6.a (voting item) a. Authority to issue shares 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 26 October 2024) for up to
Slide 68: Agenda item 6.a
Agenda item 6.a e Authority to issue shares |. For 2. Against 3. Abstain Flow Traders| AGM 2023 68
Slide 69: Agenda item 6.a
Agenda item 6.a e Authority to issue shares |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 69
Slide 70: Agenda item 6.a
Agenda item 6.a e Authority to issue shares |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 70
Slide 71: Agenda item 6.b: Exclude or limit pre-emptive rights
Agenda item 6.b (voting item) b. Authority to exclude or limit pre-emptive rights 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 6.a. above for a peri
Slide 72: Agenda item 6.b
Agenda item 6.b ¢ Authority to restrict or exclude pre-emptive rights |. For 2. Against 3. Abstain Flow Traders| AGM 2023 72
Slide 73: Agenda item 6.b
Agenda item 6.b ¢ Authority to restrict or exclude pre-emptive rights |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 73
Slide 74: Agenda item 6.b
Agenda item 6.b ¢ Authority to restrict or exclude pre-emptive rights |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 74
Slide 75: 7. Authority to purchase own shares (voting item)
7. Authority to purchase own shares (voting item) Authority to purchase own shares 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 th
Slide 76: Agenda item: Authority to acquire own shares
Agenda item 7 e Authority to acquire own shares |. For 2. Against 3. Abstain Flow Traders| AGM 2023 76
Slide 77: Agenda item: Authority to acquire own shares
Agenda item 7 e Authority to acquire own shares |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 7
Slide 78: Agenda item: Authority to acquire own shares
Agenda item 7 e Authority to acquire own shares |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 78
Slide 79: 8. Auditor (voting item)
8. Auditor (voting item) Auditor (voting item) In accordance with the recommendation of the Audit Committee, the Board proposes to appoint Ernst & Young Accountants LLP as the Company’s external auditor for the reporting year 2023. Flow Traders| AGM 2023 79
Slide 80: Agenda item: Auditor
Agenda item 8 ¢ Auditor |. For 2. Against 3. Abstain Flow Traders| AGM 2023 80
Slide 81: Agenda item: Auditor
Agenda item 8 ¢ Auditor |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2023 81
Slide 82: Agenda item: Auditor
Agenda item 8 e Auditor 1. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2023 82
Slide 83: 3. Corporate Reports
3. Corporate Reports a. Report of the Board for the financial year 2022 (discussion item) i. Report from the CEO and CTrO ii, Report from the Chairman i, Q&A b. Annual accounts for the financial year 2022 (discussion item) c. Dividend policy (discussion item) d. Dividend (non-binding advisory voting
Slide 84: 3.e Remuneration Report for the financial year 2022
3.e Remuneration Report for the financial year 2022 Linda Hovius Chair of the Remuneration & Appointment Committee Flow Traders! AGM 2023 84
Slide 85: Our remuneration philosophy has been key to our success
Our remuneration ph ophy has been key to the success of Flow Tra We strongly believe that our success since inception has been driven by our people - core to our DNA is to share profits fairly with shareholders and employees Alignment Sharing Long-term value creation Existing compensation structure
Slide 86: KPI setting and remuneration allocation
KPI setting a remuneration allocation November = Executive Directors perform self-evaluation = RemCo prepares year-end evaluation of EDs December = Year-end evaluation of EDs by non-EDs = EDs determine company-wide variable remuneration pool = RemcCo proposes variable remuneration taking into accoun
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Slide 89: Agenda item 3.e (non-binding advisory voting item)
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Slide 93: 4. Remuneration Policy for the Board Concerning its Executive Directors (voting item)
Slide 94: Agenda item 4 (voting item)
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Slide 105: 9. Any other business and closing
Slide 106: Thank you!