Flow Traders Ltd · EURONEXT:FLOW
Flow Traders — Shareholder Meeting (April 2022)
113 slides from Flow Traders's shareholder meeting presentation, Apr 29, 2022
Slide 1: Flow Traders
FLOW ®W®TRAODERS AMSTERDAM = CLU) ® HONG KONG = LONDON = MILAN = NEWYORK ® PARIS = SINGAPORE
Slide 2: Disclaimer
Disclaimer This presentation is prepared by Flow Traders N.V. and is for information purposes only and the material contained in this document is provided ‘asis’. It is 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. Corporate reports a. | Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) b. Adoption of the annual accounts (voting item) Dividend policy (discussion item) ao Determination of dividend (voting ite
Slide 4: Agenda (cont'd)
Agenda (cont’d) 6. Composition Supervisory Board (voting item) a. Proposal for reappointment of Jan van Kuijk as member of the Supervisory Board (voting item) b. Proposal for reappointment of Olivier Bisserier as member of the Supervisory Board (voting item) 7. Authority to issue shares and restrict
Slide 5: 1. Opening and announcements
1. Opening and announcements Flow Traders | AGM 2022 5
Slide 6: Opening and announcements
Opening and announcemen Uv 2) oO is) ca = fo) a = a 1S : YOM) a) Rudolf Ferscha Jan van Kuijk Olivier Bisserier Roger Hodenius Linda Hovius Ilonka Jankovich Chairman Vice-Chairman aw) 2) iss) Is} (oa) a i— o : 3 a La uv io) Pow i ¢ Dennis Dijkstra Britta Achmann Folkert Joling Mike Kuehnel CEO Chief
Slide 7: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) Adoption of the annual accounts (voting item) Dividend policy (discussion item) Determination of dividend (voting item) Remuneration Report over the year
Slide 8: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) i. Management Board report ii, Supervisory Board report ii. © Accountant Statements iv. Q&A Adoption of the annual accounts (voting item) Dividend policy
Slide 9: Management Board presenters
Dennis Dijkstra Britta Achmann Folkert Joling Mike Kuehnel CEO Chief Risk Officer Chief Trading Chief Financial Officer Officer Flow Traders| AGM 2022 9
Slide 10: FY21 snapshot
FY21 snapshot Delivered strong financial performance amidst normalizing markets ETP Value Traded (€bn) NTI (€m) 2021 highlights = pon Tasers 34900 36,835 933 = Flow Traders ETP Value Traded increased 2% FY20 vs FY19 = Market ETP Value Traded increased 5% versus 2020 = Flow Traders recorded NTI of €3
Slide 11: Regional performance overview
gional performance overview 2021 highlights 1,492 EMEA 2019 20,140 a 019 844 — Market ETP Value Traded (€bn) — Flow ETP Value Traded (€bn) NTI (€m) 2,039 2,035 767 703 553 515 246 - | i 2020 2021 2019 2020 2021 2019 2020 2021 29,541 31,056 284 62 741 452 a = - = | 2020 2021 2019 2020 2021 2019 2020
Slide 12: Continued strong cost discipline
Continued stro cost discipline Fixed operating expenses (€m)* EBITDA margin (%) FTEs I Employee expenses (fixed) Ill Other expenses Hi trading Ml Technology Mill Other I Technology expenses 63 119.7 107.3 41 FY20 FY21 FY20 FY21 31-Dec-20 31-Dec-21 = Main drivers of increases in fixed expenses relate
Slide 13: Capital update
Capital update Regulatory Own Funds Requirement (OFR) (€m) Trading capital 456 438 416 449 472 483 135 287 255 220 190 7 337 # aM 28 = a 31-Dec-19 30-Jun-20 31-Dec-20. 31-Mar-21. 30-Jun-21 30-Sep-21 -31-Dec-21 IM Excess Capital IJ Required Own Funds Note CET poston asat 3 December20215 net ofthe ann
Slide 14: Q1 22 snapshot
22 snapshot Strong trading performance amidst a more active market environment ETP Value Traded (€bn) NTI (€m) Highlights. Flow Trad Bi Flow Traders = Market ETP Value Traded increased by 41% quarter-on-quarter and by 62% vs Q121 ‘ 7 ; Hl Market ' 148.0 | 1422 1480 | 15,085, f | ® Flow Traders ETP V
Slide 15: Risk & Compliance — 2021 highlights
Risk & Compliance — 2021 highli Risk Compliance Strong and conservative capital base maintained - allowing for sustainable shareholder returns Onboarded additional prime brokers as a result of a dynamic diversification strategy External Risk Vendor implemented to provide intra~-day monitoring capabi
Slide 16: 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 = Flow Traders’ carbon footprint was calculated for the first time in 2020 * To ensure the smooth functioning of markets which wi
Slide 17: 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 18: Key market trends
Key Nn ETP acceptance 2x Growth in ETF AUM till 2025 LJ Continuously growing ETP Assets Under Management as the acceptance and rise of passive investing continues unabated Significant penetration potential across multiple dimensions, including markets, regions and client types Electronification 70%+
Slide 19: Key strategic objectives
Key strategic objective Significant strategic achievements in 2021 with clear focus areas for 2022 4 2021 achievements Ww 2022 focus & beyond Deepen product Record ETP value traded - €1.5tr = Strengthen counterparty base Equities J geographic footprint = Expanded Lead Market Maker domestic equities
Slide 20: Systematic strategic ecosystem approach
Systematic strategic e stem approa Accelerating Flow Traders overall strategy by driving electronification and transparency while deepening presence across financial markets innovation Platforms & Data —— Connectivity ——~ @ fa © ® MEM ~ Equities Strategic investment New US equities exchange LEDGER s
Slide 21: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) i. Management Board report ii | Supervisory Board report ii. © Accountant Statements iv. Q&A Adoption of the annual accounts (voting item) Dividend policy
Slide 22: 2.a.ii. Supervisory Board report
2.a.ii. Supervisory Board report Rudolf Ferscha Chairman of the Supervisory Board AGM 2022 Flow Traders | 22
Slide 23: Internal Audit, External Audit and Management Board
> Internal Audit External Audit pg Management Board Flow Traders AGM 2022 23
Slide 24: Supervisory Board report: main topics in 2021
Supervisory Board repo Main topics in 2021 Strategy and strategy related risks Industry related updates Succession planning and diversity Culture and core values New legislation and regulation Financial results and large investments Corporate governance structure Internal Audit Function Remuneration
Slide 25: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) i. Management Board report ii, Supervisory Board report iii. Accountant Statements iv. Q&A Adoption of the annual accounts (voting item) Dividend policy (
Slide 26: Financial Statements 2021
Flow Traders N.V. Financial Statements 2021 General Meeting 29 April 2022 The better the question. The better the answer. The better the world works. Global Executive | 2019 2022 26
Slide 27: Audit Scope and Timing
Financial Statements 2021 Audit Scope and Timing April – May ’21: • Statutory and consolidated financial statements Audit Planning and Q1 review • Annual Report Dec ‘21-Mar ’22: Jun-August ’21: • Quarterly reviews Audit Consolidated Walkthroughs key FS and non-financial processes and Q2 information
Slide 28: Areas of audit attention
Financial Statements 2021 Areas of audit attention Key audit matters: ► Fair value measurement of financial assets and liabilities for trading ► Digital Assets and Transactions | 2022 28
Slide 29: Materiality and topics discussed with the boards
Financial Statements 2021 Materiality and topics discussed with the boards Topics discussed with the executive and supervisory boards: Audit Difference threshold: Planning ▪ Overall approach and scope of the audit Materiality: 0.3 million ▪ IT and internal control findings 7.3 million ▪ Accounting p
Slide 30: Fraud and non-compliance risk
Financial Statements 2021 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 audit fu
Slide 31: Conclusion and other Audit Deliverables
Financial Statements 2021 Conclusion and other Audit Deliverables ▪ Unqualified opinion 2021 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 | 202
Slide 32: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) i. Management Board report ii, Supervisory Board report ii. © Accountant Statements iv. Q&A Adoption of the annual accounts (voting item) Dividend policy
Slide 33: Q&A
Q&A Flow Traders | AGM 2022 33
Slide 34: Test question
Test question Test question: Will Ajax beat PEC Zwolle tomorrow? |. For 2. Against 3. Abstain A Sepranuvk& z XCvenm?ia Flow Traders| AGM 2022 34
Slide 35: Test question
Test question Test question: Will Ajax beat PEC Zwolle tomorrow? |. For 2. Against 3. Abstain ®2e006000°° Ve WErRryuto?® A Sepranuvk& z XCvenm?ia You may vote now Flow Traders| AGM 2022 35
Slide 36: Test question
Test question Test question: Will Ajax beat PEC Zwolle tomorrow? |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 36
Slide 37: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) Adoption of the annual accounts (voting item) Dividend policy (discussion item) Determination of dividend (voting item) Remuneration Report over the year
Slide 38: Agenda item 2.b (voting item)
Agenda item 2.b (voting item) Adoption of annual accounts It is proposed to adopt the annual accounts for the financial year 2021 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 39: Agenda item 2.b
Agenda item 2.b ¢ Adoption of the 2021 annual accounts |. For 2. Against 3. Abstain Flow Traders| AGM 2022 39
Slide 40: Agenda item 2.b
Agenda item 2.b ¢ Adoption of the 2021 annual accounts |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 40
Slide 41: Agenda item 2.b
Agenda item 2.b ¢ Adoption of the 2021 annual accounts |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 41
Slide 42: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) Adoption of the annual accounts (voting item) Dividend policy (discussion item) Determination of dividend (voting item) Remuneration Report over the year
Slide 43: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) Adoption of the annual accounts (voting item) Dividend policy (discussion item) Determination of dividend (voting item) Remuneration Report over the year
Slide 44: Agenda item 2.d (voting item)
Agenda item 2.d (voting item) Determination of dividend It is proposed to the General Meeting that a total cash dividend of €1.35 per share will be paid out to shareholders for the financial year 2021, subject to a 15% Dutch dividend withholding tax (dividendbelasting). An interim cash dividend of €
Slide 45: Agenda item 2.d
Agenda item 2.d ¢ Determination of the dividend |. For 2. Against 3. Abstain Flow Traders| AGM 2022 45
Slide 46: Agenda item 2.d
Agenda item 2.d ¢ Determination of the dividend |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 46
Slide 47: Agenda item 2.d
Agenda item 2.d ¢ Determination of the dividend |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 47
Slide 48: 2.e, 2.f, 2.g - Remuneration Report and Proposed Policies
2.e, 2.f, 2.g - Remuneration Report and Proposed Policies Linda Hovius Chair of the Remuneration & Appointment Committee Flow Traders! AGM 2022 48
Slide 49: Our remuneration philosophy
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 deferred compensation s
Slide 50: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) Adoption of the annual accounts (voting item) Dividend policy (discussion item) Determination of dividend (voting item) Remuneration Report over the year
Slide 51: KPI setting and remuneration allocation
KPI setting a remuneration allocation November = MB performs self-evaluation = RemCo prepares year-end evaluation of MB December = Year-end evaluation of MB by SvB = MB determines company-wide variable remuneration pool RemCo proposes variable remuneration taking into account MB view on structure an
Slide 52: 2021 Management Board remuneration outcomes
2021 Management Board remuneration outcomes Flow Traders delivered strong financial performance amidst normalizing markets Supervisory Board determined a firm-wide variable remuneration pool of €83.3 million for 2021 (35% of operating result) Management Board remuneration in accordance with the remu
Slide 53: 2021 Supervisory Board remuneration outcomes
2021 Supervisory Board remuneration outcomes Remuneration received in 2021 Remuneration policy for the members of the Supervisory Board was adopted by the AGM in 2021 Annual fixed fee of €100,000 for the Chairman and €70,000 for other members of the Supervisory Board As approved by the 2021 AGM, com
Slide 54: Agenda item 2.e (advisory voting item)
Agenda item 2.e (advisory voting item) Remuneration Report for the financial year 2021 (advisory voting item) Discussion of the remuneration report over the year 2021 including the Management Board and Supervisory Board’s remuneration for the past financial year. The remuneration report has been pub
Slide 55: Agenda item 2.e
Agenda item 2.e ¢ Remuneration Report over the year 2021 (advisory voting item) |. For 2. Against 3. Abstain Flow Traders| AGM 2022 55
Slide 56: Agenda item 2.e
Agenda item 2.e ¢ Remuneration Report over the year 2021 (advisory voting item) |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 56
Slide 57: Agenda item 2.e
Agenda item 2.e ¢ Remuneration Report over the year 2021 (advisory voting item) |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 s7
Slide 58: 2. Corporate Reports
2. Corporate Reports a. Management Board report, Supervisory Board report and Accountant Statements for the financial year 2021 (discussion item) Adoption of the annual accounts (voting item) Dividend policy (discussion item) Determination of dividend (voting item) Remuneration Report over the year
Slide 59: Agenda item 2.f (voting item)
Agenda item 2.f (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 60: Proposed Management Board remuneration policy
Proposed Management Board remuneration policy Our proposed 2022 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 Manag
Slide 61: Our current policy
Our current policy Key elements of our current policy adopted by shareholders in 2016 Element Variable remuneration pool Maximum Management Board remuneration Deferral and vesting Encouragement of share ownership Current policy Total variable remuneration pool available for all employees (including
Slide 62: Key elements retained from 2021 proposed policy
Key elements retained from our 2021 proposed policy for our 2022 policy Key elements which Flow Traders will retain from the 2021 proposed policy Element 2021 proposed policy Variable remuneration pool = Total variable remuneration pool available for all employees (including Management Board) is red
Slide 63: Proposed policy for our 2022 policy
21 proposed policy for our 2022 policy C1) Variable remuneration pool = Total variable remuneration pool available for all employees (including Management Board) is reduced to a maximum of 35% of the operating results 2) Maximum Management Board remuneration = Cap on Management Board individual tota
Slide 64: Proposed policy: longer deferral and share-based compensation
21 proposed policy for our 2022 policy 3) Introduction longer deferral periods and of share-based compensation Proposed deferral structure 1/4 pro rata vesting 1/4 pro rata vesting 1/4 pro rata vesting Equity (50%) Upfront equity Deferred cash I Upfront Cash Bf Upfront Equity I Deferred Cash IE Defe
Slide 65: Rationale for retaining key elements of 2021 proposed policy
Rationale for retaining key elements of 2021 proposed poli = Consistent and longstanding belief in sharing our profits = True effective alignment amongst all shareholders = — Aligned with sector peers and market expectations = — Key contributor in driving Flow Traders' long-term success to date and
Slide 66: Additional changes to address stakeholder feedback
Additional changes to further address stakeholder feedback Elements Changes (1) Assessing performance and remuneration Disclosing KPI scorecard for each MB member with short- and outcomes long-term targets vy Enhanced disclosure assessing performance (2) Share ownership guidelines v_— Enhanced share
Slide 67: Agenda item 2.f
Agenda item 2.f e Remuneration Policy for the Management Board 1. For 2. Against 3. Abstain Flow Traders| AGM 2022 67
Slide 68: Agenda item 2.f
Agenda item 2.f e Remuneration Policy for the Management Board |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 68
Slide 69: Agenda item 2.f
Agenda item 2.f e Remuneration Policy for the Management Board |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 69
Slide 70: 3. Discharge of Management Board members (voting item)
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 2021 or has
Slide 71: Agenda item 3
Agenda item 3 ¢ Discharge of Management Board members |. For 2. Against 3. Abstain Flow Traders| AGM 2022 71
Slide 72: Agenda item 3
Agenda item 3 ¢ Discharge of Management Board members |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 72
Slide 73: Agenda item 3
Agenda item 3 ¢ Discharge of Management Board members |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 73
Slide 74: 4. Discharge of Supervisory Board members (voting item)
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 2021 or h
Slide 75: Agenda item 4
Agenda item 4 ¢ Discharge of Supervisory Board members |. For 2. Against 3. Abstain Flow Traders| AGM 2022 75
Slide 76: Agenda item 4
Agenda item 4 ¢ Discharge of Supervisory Board members |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 76
Slide 77: Agenda item 4
Agenda item 4 ¢ Discharge of Supervisory Board members |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 7
Slide 78: 5. Composition Management Board (voting item)
5. Composition Management Board (voting item) Proposed reappointment of Folkert Joling as member of the Management Board and CTrO It is proposed to reappoint Folkert Joling as a Management Board member and Chief Trading Officer (“CTrO”) of the Company following the Supervisory Board’s nomination for
Slide 79: Agenda item 5
Agenda item 5 ¢ Proposal reappointment of Folkert Joling as member of the Management Board 1. For 2. Against 3. Abstain Flow Traders| AGM 2022 79
Slide 80: Agenda item 5
Agenda item 5 ¢ Proposal reappointment of Folkert Joling as member of the Management Board |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 80
Slide 81: Agenda item 5
Agenda item 5 ¢ Proposal reappointment of Folkert Joling as member of the Management Board |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 81
Slide 82: 6. Composition Supervisory Board
6. Composition Supervisory Board a. Proposal reappointment of Jan van Kuijk as member of the Supervisory Board (voting item) b. Proposal reappointment of Olivier Bisserier as member of the Supervisory Board (voting item) Flow Traders| AGM 2022 82
Slide 83: Agenda item 6.a (voting item)
Agenda item 6.a (voting item) Proposal reappointment of Jan van Kuijk as member of the Supervisory Board (voting item) In accordance with the Articles of Association of the Company, the Supervisory Board proposes to reappoint Jan van Kuijk as member of the Supervisory Board with effect from 29 April
Slide 84: Agenda item 6.a
Agenda item 6.a ¢ Proposal reappointment of Jan van Kuijk as member of the Supervisory Board |. For 2. Against 3. Abstain Flow Traders| AGM 2022 84
Slide 85: Agenda item 6.a
Agenda item 6.a ¢ Proposal reappointment of Jan van Kuijk as member of the Supervisory Board |. For 2. Against 3. Abstain You may vote now a Flow Traders| AGM 2022 85
Slide 86: Agenda item 6.a
Agenda item 6.a ¢ Proposal reappointment of Jan van Kuijk as member of the Supervisory Board |. For 2. Against 3. Abstain Voting is closed Flow Traders| AGM 2022 86
Slide 87: Agenda item 6.b (voting item)
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Slide 91: 7. Authority to issue shares and restrict or exclude pre-emptive rights
Slide 92: Agenda item 7.a (voting item)
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Slide 96: Agenda item 7.b (voting item)
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Slide 100: 8. Authority to acquire own shares (voting item)
Slide 101: Agenda item 8
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Slide 104: 9. Authority to cancel own shares (voting item)
Slide 105: Agenda item 9
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Slide 108: 10. Auditor (voting item)
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Slide 112: 11. Any other business and closing
Slide 113: Thank you!