Slide 1: Annual Shareholders Meeting Flow Traders N.V.
Annual Shareholders Meeting Flow Traders N.V. 24 May 2017 Amsterdam Cluj Hong Kong New York Singapore Flow Traders |
Slide 2: Agenda
Agenda 1. Opening and announcements 2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy; determination of dividend a. Annual report including corporate governance b. Management Board remuneration c. Adoption of the annual accounts (voting item) d. Divide
Slide 3: 1. Opening and announcements
1. Opening and announcements Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 3
Slide 4: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance B. Management Board remuneration C. Adoption of the annual accounts (voting item) D. Dividend policy and reser
Slide 5: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance 1. Management Board report 2. Supervisory Board report 3. Accountant statements 4. Q&A B. Management Board rem
Slide 6: Overview performance 2016
Overview performance 2016 Flow Traders had its best operational year in history Regionally we realized a record annual result in the US and strengthened our number 1 position as ETP Liquidity Provider in Europe by growing our market share in the region Developments in Asia were addressed and started
Slide 7: Favorable long term trends continued despite speed bumps
Favorable long term trends continued despite speed bumps ETP Assets under Management grew 16.6% in 2H16 Net inflow* trends show strong flows in Equity ETPs ETP listings increased by 146 versus 3Q16 and to another record level in 4Q16 predominantly driven by the Americas 143 4,000 12,000 155 3,322 3,
Slide 8: Financial Results 2016
Financial Results 2016 Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 8
Slide 9: Maintained strong EBITDA margin despite increased investments
Maintained strong EBITDA margin despite increased investments FY FY Adj. FY FY16 vs Consolidated (in €m) 2016 2015 2015 adj. FY15 Net Trading Income 250.0 304.7 304.7 (18%) Employee expenses (fixed) (25.9) (21.5) (21.5) 21% Employee expenses (variable) (58.4) (88.0) (121.1) (34%) Technology expenses
Slide 10: Balance Sheet remains healthy and unleveraged
Balance Sheet remains healthy and unleveraged Condensed consolidated Financial Position Development of regulatory capital 400 Condensed Balance Sheet (In €m) ∆ 31 Dec 16 343.0 340.0 350 Assets 31 Dec 16 31 Dec 15 vs. 31 Dec 15 298.9 300 280.3 Trading Capital 343 340 4 Property, Equipment and Intangi
Slide 11: Overview Results 1Q 2017
Overview Results 1Q 2017 Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 11
Slide 12: 1Q17 key developments & highlights
1Q17 key developments & highlights Flow Traders shows resilient performance in slowest market conditions for over a decade ETP market Flow Traders Level of volatility in 1Q17 slowed down Flow Traders ETP Value Traded reached € 174.8bn in 1Q17, with ongoing strong to the lowest level in over a decade
Slide 13: Strategic update around our core business competencies
Strategic update around our 4 core business competenties ETP Pricing Excellence Strong Team-Driven Culture Proprietary Risk Technology Management Platform Focus Flow Traders | AGM 2017 13 13
Slide 14: Maintain competitive edge through ETP pricing excellence
Maintain competitive edge through ETP pricing excellence 2016 Achievements Market share up in EMEA and the Americas Consistent domination in On & Off-Exchange Trading in Europe Growth in number of trading venues Growth in number of products traded Growth in number of institutional counterparties 201
Slide 15: Continually enhance proprietary technology platform
Continually enhance proprietary technology platform 2016 Achievements Highly resilient trading platform throughout 2016 Progress technological infrastructure as planned Improved ETP Pricing on the back of improved technology Adapted Trading platform to OTC trading US 2017 Objectives Develop Trading
Slide 16: Maintain risk management focus to warrant long term returns
Maintain risk management focus to warrant long term returns 2016 Achievements FINRA license granted to engage in OTC trading in US Grown in number of Prime Brokers No loss days in 2016. Now 31 months without loss days Proposed Total Dividend € 1.25 Almost MiFID II ready Proactively engaged with regu
Slide 17: Team-driven culture underpins all initiatives
Team-driven culture underpins all initiatives 2016 Achievements 27% growth in headcount to facilitate growth in all areas 35 junior traders hired, of which 17 in Amsterdam CFO appointed, Marcel Jongmans, since 1 October 2016 Improved Employer Branding and Recruitment reach 2017 Objectives Continue t
Slide 18: Focus for future growth
Focus for future growth Flow Traders | AGM 2017 18
Slide 19: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance 1. Management Board report 2. Supervisory Board report 3. Accountant statements 4. Q&A B. Management Board rem
Slide 20: Supervisory Board Report
Supervisory Board Report Supervisory Board Trading and Technology Remuneration and Risk Committee Audit Committee Committee Appointment Committee Internal Audit and External Audit Risk and Mid- HR and Legal and Technology Trading Finance and Tax Office Recruitment Compliance Management Board Amsterd
Slide 21: Supervisory Board Report
Supervisory Board Report Main topics in 2016 Strategy Senior Management Evaluation and Governance Trading and Markets Risk Management External Auditor and Internal Audit Function Employees and Culture Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 21
Slide 22: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance 1. Management Board report 2. Supervisory Board report 3. Accountant statements 4. Q&A B. Management Board rem
Slide 23: Flow Traders N.V. Audit Report 2016
Flow Traders N.V. Audit Report 2016 Ernst & Young Accountants LLP May 24, 2017
Slide 24: Agenda
Agenda ► Conclusions ► Key Audit Matters ► Other remarks Page 24 AGM 2017
Slide 25: Conclusions
Conclusions ► Audit of the financial statements ► True and fair view ► No unadjusted audit differences ► No differences of opinion related to estimates ► Annual report and Supervisory Board report ► Meets legal requirements and corporate governance code and no inconsistencies with financial statemen
Slide 26: Key Audit Matters
Key Audit Matters ► Fair value measurement of financial instruments ► Revenue recognition (net trading income) ► Reliability and continuity of IT Page 26 AGM 2017
Slide 27: Other remarks
Other remarks ► Initial audit ► Oversight ► Relation with the Board, Supervisory Board and Audit committee Page 27 AGM 2017
Slide 28: Ernst & Young Accountants LLP
Ernst & Young Accountants LLP Ernst & Young Accountants LLP is a limited liability partnership registered in England and Wales with registered number OC335594. Ernst & Young Accountants LLP has its registered office at 1 Lambeth Palace Road, London SE1 7EU, United Kingdom, its principal place of bus
Slide 29: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance 1. Management Board report 2. Supervisory Board report 3. Accountant statements 4. Q&A B. Management Board rem
Slide 30: Q&A
Q&A Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 30
Slide 31: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance B. Management Board remuneration C. Adoption of the annual accounts (voting item) D. Dividend policy and reser
Slide 32: General Remuneration Policy
General Remuneration Policy Key elements of our remuneration practices Aligned with the business, promoting prudent and risk-aware behavior Remuneration elements: limited fixed pay; ‘no profit, no variable pay’ Variable pay is deferred and subject to reduction or forfeiture No guaranteed remuneratio
Slide 33: Management Board Remuneration – target framework
Management Board Remuneration – target framework Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 33
Slide 34: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance B. Management Board remuneration C. Adoption of the annual accounts (voting item) D. Dividend policy and reser
Slide 35: Agenda item 2c: Adoption of Annual Accounts
Agenda item 2c (voting item) • Adoption of Annual Accounts It is proposed to adopt the annual accounts as drawn up by the Management Board and signed by the Management Board and the Supervisory Board on 16 March 2017. EY Accountants N.V. has audited the annual accounts and has issued an auditor's re
Slide 36: Test question
Test question Test question: Will Ajax win the Euro League final tonight? 1. For / Yes Enter chipcard on the side with the chip 2. Against / No upwards 3. Abstain / Don’t know Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 36
Slide 37: Test question
Test question Test question: Will Ajax win the Euro League final tonight? 1. For Enter chipcard on the side with the chip 2. Against upwards 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 37
Slide 38: Test question
Test question Test question: Will Ajax win the Euro League final tonight? 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 38
Slide 39: Agenda item 2c
Agenda item 2c • Adoption of the annual accounts 1. For Enter chipcard on the side with the chip 2. Against upwards 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 39
Slide 40: Agenda item 2c
Agenda item 2c • Adoption of the annual accounts 1. For Enter chipcard on the side with the chip 2. Against upwards 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 40
Slide 41: Agenda item 2c
Agenda item 2c • Adoption of the annual accounts 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 41
Slide 42: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance B. Management Board remuneration C. Adoption of the annual accounts (voting item) D. Dividend policy and reser
Slide 43: 2. Annual Report; remuneration; annual accounts; dividend
2. Annual Report; Management Board remuneration; adoption of the annual accounts; dividend policy and reservations; determination of dividend A. Annual Report including corporate governance B. Management Board remuneration C. Adoption of the annual accounts (voting item) D. Dividend policy and reser
Slide 44: Agenda item 2e: Determination of Dividend
Agenda item 2e (voting item) • Determination of Dividend It is proposed to the General Meeting that a total cash dividend of €1.25 per share will be paid out to shareholders for the financial year 2016, subject to a 15% dividend tax withholding tax (dividendbelasting). An interim cash dividend of €0
Slide 45: Agenda item 2e
Agenda item 2e • Determination of Dividend 1. For 2. Against 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 45
Slide 46: Agenda item 2e
Agenda item 2e • Determination of Dividend 1. For 2. Against 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 46
Slide 47: Agenda item 2e
Agenda item 2e • Determination of Dividend 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 47
Slide 48: 3. 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 or has been otherwise disclosed to t
Slide 49: Agenda item 3
Agenda item 3 (voting item) • Discharge of Management Board members 1. For 2. Against 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 49
Slide 50: Agenda item 3
Agenda item 3 (voting item) • Discharge of Management Board members 1. For 2. Against 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 50
Slide 51: Agenda item 3
Agenda item 3 (voting item) • Discharge of Management Board members 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 51
Slide 52: 4. 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 are apparent from the annual accounts or has been otherwise disclosed
Slide 53: Agenda item 4
Agenda item 4 (voting item) • Discharge of Supervisory Board members 1. For 2. Against 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 53
Slide 54: Agenda item 4
Agenda item 4 (voting item) • Discharge of Supervisory Board members 1. For 2. Against 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 54
Slide 55: Agenda item 4
Agenda item 4 (voting item) • Discharge of Supervisory Board members 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 55
Slide 56: 5. Authority to issue shares and restrict pre-emptive rights
5. 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) Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 56
Slide 57: Agenda item 5a: Authority to issue shares
Agenda item 5a (voting item) • Authority to issue shares It is proposed to renew the authority of the Management Board to, subject to the Supervisory Board’s approval, issue ordinary shares or to grant rights to subscribe for ordinary shares for a period of 18 months from the date of this General Me
Slide 58: Agenda item 5a
Agenda item 5a (voting item) • Authority to issue shares 1. For 2. Against 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 58
Slide 59: Agenda item 5a
Agenda item 5a (voting item) • Authority to issue shares 1. For 2. Against 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 59
Slide 60: Agenda item 5a
Agenda item 5a (voting item) • Authority to issue shares 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 60
Slide 61: Agenda item 5b: Restrict or exclude pre-emptive rights
Agenda item 5b (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 subsc
Slide 62: Agenda item 5b
Agenda item 5b (voting item) • Authority to restrict or exclude pre-emptive rights 1. For 2. Against 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 62
Slide 63: Agenda item 5b
Agenda item 5b (voting item) • Authority to restrict or exclude pre-emptive rights 1. For 2. Against 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 63
Slide 64: Agenda item 5b
Agenda item 5b (voting item) • Authority to restrict or exclude pre-emptive rights 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 64
Slide 65: 6. Authority to acquire own shares
6. Authority to acquire own shares (voting item) • Authority to acquire own shares It is proposed to renew the authority of the Management Board to, subject to the Supervisory Board’s approval, acquire shares in the capital of the Company, either through purchase on a stock exchange or otherwise. Th
Slide 66: Agenda item 6
Agenda item 6 (voting item) • Authority to acquire own shares 1. For 2. Against 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 66
Slide 67: Agenda item 6
Agenda item 6 (voting item) • Authority to acquire own shares 1. For 2. Against 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 67
Slide 68: Agenda item 6
Agenda item 6 (voting item) • Authority to acquire own shares 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 68
Slide 69: 7. Auditor
7. Auditor (voting item) • Auditor (voting item) In accordance with the recommendations of the Audit Committee, the Supervisory Board proposes to appoint Ernst & Young Accountants LLP as external auditor of the Company for the current financial year. Amsterdam Cluj Hong Kong New York Singapore Flow
Slide 70: Agenda item 7
Agenda item 7 (voting item) • Auditor 1. For 2. Against 3. Abstain Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 70
Slide 71: Agenda item 7
Agenda item 7 (voting item) • Auditor 1. For 2. Against 3. Abstain You may vote now Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 71
Slide 72: Agenda item 7
Agenda item 7 (voting item) • Auditor 1. For 2. Against 3. Abstain Voting is closed Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 72
Slide 73: 8. Any other business and closing
8. Any other business and closing Amsterdam Cluj Hong Kong New York Singapore Flow Traders | AGM 2017 73
Slide 74: Thank you!
If you leave the AGM would you be so kind to return your chipcard and keypad Thank you! Amsterdam Cluj Hong KongFlowNew Traders | York Singapore