Annual Shareholders Meeting Flow Traders N.V. 26 April 2018 - - PowerPoint PPT Presentation

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Annual Shareholders Meeting Flow Traders N.V. 26 April 2018 - - PowerPoint PPT Presentation

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Annual Shareholders Meeting Flow Traders N.V. 26 April 2018 Amsterdam Cluj Hong Kong New York Singapore Flow Traders | Agenda - 1 1. Opening and announcements 2. Corporate Reports a. Annual report b. Corporate Governance Code

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SLIDE 1

Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

Annual Shareholders Meeting Flow Traders N.V.

26 April 2018

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SLIDE 2

Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

Agenda - 1

AGM 2018 2

1. Opening and announcements 2. Corporate Reports

  • a. Annual report
  • b. Corporate Governance Code
  • c. Management Board remuneration
  • d. Adoption of the annual accounts (voting item)
  • e. Dividend Policy
  • f. Determination of dividend (voting item)

3. Discharge of Management Board members (voting item) 4. Discharge of Supervisory Board members (voting item) 5. Composition Management Board (voting item)

  • a. Proposed appointment of Folkert Joling as member of the Management Board (voting item)
  • b. Proposed appointment of Thomas Wolff as member of the Management Board (voting item)

6. Composition Supervisory Board (voting item)

  • a. Proposed reappointment of Han Sikkens as member of the Supervisory Board
  • b. Proposed reappointment of Rudolf Ferscha as member of the Supervisory Board
  • c. Proposed reappointment of Jan van Kuijk as member of the Supervisory Board
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Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

Agenda - 2

AGM 2018 3

7. 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)

8. Authority to acquire own shares (voting item) 9. Auditor (voting item) 10. Any other business and closing

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Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

  • 1. Opening and announcements

AGM 2018 4

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SLIDE 5

Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

  • 2. Corporate Reports

AGM 2018 5

  • A. Annual Report
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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SLIDE 6

Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

  • 2. Corporate Reports

AGM 2018 6

  • A. Annual Report
  • 1. Management Board report
  • 2. Supervisory Board report
  • 3. Accountant statements
  • 4. Q&A
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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SLIDE 7

Flow Traders |

Overview performance 2017

AGM 2018 7

  • Flow Traders continued to grow in 2017 as our ETP Value Traded grew by 7% Y-o-Y where the market ETP Value Traded declined 13% Y-o-Y
  • 2017 Fixed Cost growth came in at +16% Y-o-Y, which is at the lower end of the guided 15-20% range.
  • Key growth initiatives (Hong Kong office, diversification in to currencies trading, US off-exchange) are on schedule and confirm our longer term

growth strategy

  • ETP market growth drivers kept pushing the ETP sector to new highs again in 2017. The ETP Assets under Management continued to set new

highs, just like the number of ETP listings

  • Overall market activity in 2017 declined to historic lows, as was shown by the VIX development
  • Proposed final dividend of €0.35 brings total dividend for FY17 to €0.65, implying a 76% dividend pay out ratio and a 21% dividend CAGR since

2010

  • Strategy focused on organic growth across all regions, further diversification and expansion into other asset classes

Market ETP Value Traded:

€ 18,519 bn (-13% YoY)

Global ETP AuM end 2017:

€ 3.96 tn (+19% YoY)

Flow Traders’ NTI :

€ 166m (-34% YoY)

Flow Traders’ ETP Value Traded:

€ 686 bn (+7% YoY)

2017 EPS:

€ 0.85

Proposed Final Dividend 2017:

€ 0.35

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Flow Traders |

(25) 25 75 125 175

1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17

€ bn Equity Fixed Income Commodities Other

85 46

Secular ETP market trends intact and volumes slightly up towards end of 2017

Global ETP Assets under Management (AuM) grew 19% in 2017 in EURO terms to almost € 4tn Number of ETP listings in 4Q17 consistent with upward secular trends Net flow* trends show year end pickup in Equity ETPs in 4Q17

1,744 1,918 2,079 2,642 2,667 2,851 3,322 3,604 3,962

  • 500

1,000 1,500 2,000 2,500 3,000 3,500 4,000

31 Dec 2013 30 Jun 2014 31 Dec 2014 30 Jun 2015 31 Dec 2015 30 Jun 2016 31-Dec-16 30 Jun 2017 31-Dec-18

€ bn Equity Fixed Income Commodities Other

76 109 23 83 111 143 * Source: Blackrock, Flow Traders, Bloomberg ** Market Velocity is the Market ETP Value Traded divided by the Market ETP Assets under Management

Market ETP Volumes Traded recovered in 4Q17 by 11.4% Q-o-Q, triggered by year end trading, but remained below 1H17 levels Volatility remained at historic lows in 4Q17* Marginal recovery in market velocity** in 4Q17

5,109 4,901 5,974 5,317 6,065 5,053 4,708 5,464 4,900 4,841 4,154 4,625

  • 1,000

2,000 3,000 4,000 5,000 6,000 7,000

1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17

€ bn 10 20 30 40 50 60

1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17

%

Quarterly Intraday High Quarterly Intraday Low Quarterly Average close level

177 155 106 146

2,000 4,000 6,000 8,000 10,000 12,000

1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17

# Listings EMEA Americas APAC

8,024 8,891 9,790 10,757

7.98 7.42 9.57 7.97 9.11 7.09 6.24 6.58 5.43 5.37 4.53 4.67 2 4 6 8 10 12 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17

AGM 2018 8

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Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

Financial Results 2017

AGM 2018 9

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Flow Traders |

FY17 fixed cost guidance at lower end 15-20% range, reiterating FY18 guidance

AGM 2018 10

FY17 vs Consolidated (in €m) FY17 FY16 FY16 Net Trading Income 166.0 250.0 (34%) Employee expenses (fixed) 32.2 25.9 24% Technology expenses 37.3 34.8 7% Other expenses 15.2 12.2 25% Fixed operational Expenses 84.7 72.8 16% Employee expenses (variable) 25.2 58.4 (57%) Total operational expenses 109.9 131.3 (16%) EBITDA 56.0 118.7 (53%) Depreciation / Amortisation 7.2 6.3 14% Write offs tangible assets 0.5 2.8 (81%) Result subsidiaries (0.1) 0.2 (154%) Profit Before Tax 48.4 109.4 (56%) Tax (8.8) (17.5) (50%) Net Profit 39.6 91.9 (57%) EPS (in €) 0.85 1.98 EBITDA margin (in %) 34% 47%

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Flow Traders |

Capital position remains robust; final dividend proposed at € 0.35

Condensed consolidated Financial Position Highlights

  • Trading Capital as at 31/12/2017 remained broadly flat versus 30/06/17, but regulatory capital required came down due to greater focus on capital efficiency
  • Consequently, the regulatory solvency ratio improved Y-o-Y
  • Proposed final dividend of €0.35, bringing FY17 total dividend to €0.65 and resulting in a pay-out ratio of 76%, as announced in 3Q17
  • Proposed dividend for 2017 reflects Flow Traders’ commitment to optimizing shareholder returns, with no limitation to Flow Traders ability to continue executing its growth strategy

Development of regulatory solvency ratio*

AGM 2018 11

Condensed Balance Sheet (In €m) Assets 31 Dec 2017 31 Dec 2016 ∆ Y-o-Y Trading Capital 272 343 (71) Property, Equipment and Intangible Assets 29 23 6 Other Assets 19 25 (6) Total Assets 320 391 (71) Equity & Liabilities Other Liabilities 65 113 (48) Tax Liabilities 1 8 (7) Total Liabilities 66 121 (55) Total Equity 254 270 (16)

204 280 339 299 343 273 272 2.42 2.27 3.60 2.19 2.04 1.73 2.14

  • 3.00
  • 2.00
  • 1.00

0.00 1.00 2.00 3.00 4.00 50 100 150 200 250 300 350 400 450 500 31 Dec 2014 30 Jun 2015 31 Dec 2015 30 Jun 2016 31 Dec 2016 30 Jun 2017 31 Dec 2017 Total Trading Capital Regulatory solvency ratio

Note *: Total Trading Capital divided by Regulatory Capital Required

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Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

Overview Results 1Q 2018

AGM 2018 12

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Flow Traders |

Flow Traders’ ETP Value Traded 1Q18:

€ 243.7 bn (+49% Q-o-Q)

Flow Traders’ non-ETP Value Traded 1Q18:

€ 692.8 bn (+31% Q-o-Q)

Flow Traders’ business model confirmed in 1Q18

VIX spiked at the start of February 2018. Average level

  • f implied volatility (VIX) in 1Q18 was 17.35 (*), which

was a 67% increase Q-o-Q Global Assets under Management (AuM**) invested in Exchange Traded Products (ETPs) at the end of 1Q18 reached €3,92 tn, which is a marginal decline Q-o-Q as ETP markets were faced with two months of net

  • utflows, especially in the US

Market ETP Value Traded rose 38% in 1Q18, with particularly a sharp increase in Value Traded in the US MiFID II effect on ETP market is predominantly visible with substantial increase in traded volumes on MTFs Best quarterly trading result (NTI) to date, with strong performance across all region NTI increased to €213.2 million, against €39.3 million in 4Q17 and €48.3 million in 1Q17 Flow Traders’ Value Traded in ETPs grew to almost €244 billion, showing market share gains across all regions Flow Traders’ Value Traded in other products than ETPs grew to almost €693 billion Fixed costs fell 2% Q-o-Q, as Flow Traders continued to operate cost-consciously EBITDA margin 1Q18 was 63% compared to 34% in 4Q17 Net Profit grew to €109.7 million, resulting in an EPS of €2.36 Under the CRR capital requirement regulation, our own funds requirement was €151 million as at 31 March 2018, resulting in excess capital of € 183 million Dividend policy remains unchanged, Flow Traders targets to pay out at least 50% of its net profit Flow Traders remains the leading market maker in ETPs in EMEA

ETP market dynamics 1Q18 Flow Traders performance 1Q18

Flow Traders delivers its best quarterly trading result since inception

Market ETP Value Traded 1Q18:

€ 6,540 bn (+38% Q-o-Q)

Global ETP AuM end 1Q18:

€ 3,923 bn (-1% Q-o-Q)

EPS 1Q18:

€ 2.36

* Source: Bloomberg ** Source: Blackrock ETP Landscape

1Q18 results (unaudited)

13

Flow Traders’ NTI 1Q18:

€ 213.2 m (+443% Q-o-Q)

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Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

Strategy going forward

AGM 2018 14

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Flow Traders |

Our strategic focus remains on long term organic growth: maximizing NTI while controlling costs

  • Flow Traders will continue to focus on growing organically and maximize NTI
  • Flow Traders will continue to grow its global presence with a strong focus on the Americas and APAC region
  • Flow Traders will continue the diversification of its trading into new asset classes and related products
  • Flow Traders will remain cost disciplined, growing fixed expenses by a maximum of 15% annually from 2018 onwards
  • Flow Traders will continue to focus on the growth initiatives as initiated during 2017 (US off-exchange, Hong Kong office and

FX)

AGM 2018 15

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Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

  • 2. Corporate Reports

AGM 2018 16

  • A. Annual Report including corporate governance
  • 1. Management Board report
  • 2. Supervisory Board report
  • 3. Accountant statements
  • 4. Q&A
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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Flow Traders |

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Supervisory Board Report

AGM 2018 17

Supervisory Board

Audit Committee Remuneration and Appointment Committee Risk Committee Trading and Technology Committee

Management Board

Internal Audit and External Audit Trading Risk and Mid- Office Legal and Compliance Finance and Tax HR and Recruitment Technology

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Supervisory Board Report

AGM 2018 18

Main topics in 2017

Strategy Risk Management Trading and Markets Corporate Governance Code New legislation and regulation External Auditor and Internal Audit Function Senior Management Employees and Culture Evaluation and Governance

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  • 2. Corporate Reports

AGM 2018 19

  • A. Annual Report including corporate governance
  • 1. Management Board report
  • 2. Supervisory Board report
  • 3. Accountant statements
  • 4. Q&A
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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Flow Traders N.V.

26 April 2018 Audit Integrated Report 2017 Ernst & Young Accountants LLP

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Agenda

► Introduction 2017 audit & outcomes ► Audit approach ► Risk areas in the audit ► Communication and interaction

Page 21

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Introduction 2017 audit and outcomes

► Full scope financial statements

► Audit

► Annual report

► Compliance with legal requirements, no material misstatements

► Opinion: unqualified auditors' report

► Statutory and consolidated ► Directors’ report ► Going concern

Page 22

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Audit approach

► Responsibilities of the external auditor ► Organizing an experienced and knowledgeable team ► Materiality ► Scope of the audit

Page 23

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Risk areas in the audit

► Fair value measurement of Financial Instruments ► Estimations and assumptions in relation to the financial statements

Page 24

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Communication and interaction

► Our reports ► Meetings and interaction with the Board, Supervisory Board and Audit

committee

► Communication in relation to preliminary reports ► Conclusive remarks

Page 25

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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 business at Boompjes 258, 3011 XZ Rotterdam, the Netherlands and is registered with the Chamber of Commerce Rotterdam number 24432944.

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  • 2. Corporate Reports

AGM 2018 27

  • A. Annual Report including corporate governance
  • 1. Management Board report
  • 2. Supervisory Board report
  • 3. Accountant statements
  • 4. Q&A
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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Q&A

AGM 2018 28

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Flow Traders |

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  • 2. Corporate Reports

AGM 2018 29

  • A. Annual Report including corporate governance
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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Flow Traders |

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Corporate Governance Code

AGM 2018 30

Equal Opportunity Policy (Diversity Policy) Evaluations Culture Risk By-Laws and Terms of Reference Long-term value creation Pay ratio

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  • 2. Corporate Reports

AGM 2018 31

  • A. Annual Report including corporate governance
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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Flow Traders |

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AGM 2018 32

General Remuneration Policy

The General Remuneration Policy aims to capture firm-wide overarching remuneration principles in a comprehensive manner For all staff, including members of the Management Board 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 remuneration; limited severance pay; no other benefits Key elements of our remuneration practices

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Management Board Remuneration – target framework

AGM 2018 33

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Test question

AGM 2018 34

1. For / Yes 2. Against / No 3. Abstain / Don’t know

Test question: Is everybody entitled to holidays?

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Flow Traders |

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Test question

AGM 2018 35

Test question: Is everybody entitled to holidays?

1. For 2. Against 3. Abstain

You may vote now

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Flow Traders |

Amsterdam Cluj Hong Kong New York Singapore

Test question

AGM 2018 36

Test question: Is everybody entitled to holidays?

1. For 2. Against 3. Abstain

Voting is closed

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Flow Traders |

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  • 2. Corporate Reports

AGM 2018 37

  • A. Annual Report including corporate governance
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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Agenda item 2d (voting item)

AGM 2018 38

Adoption of Annual Accounts

It is proposed to adopt the annual accounts for the financial year 2017 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 issued an unqualified auditor's report and has presented the audit results.

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Agenda item 2d

AGM 2018 39

1. For 2. Against 3. Abstain

  • Adoption of the annual accounts
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Agenda item 2d

AGM 2018 40

1. For 2. Against 3. Abstain

  • Adoption of the annual accounts

You may vote now

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Flow Traders |

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Agenda item 2d

AGM 2018 41

  • Adoption of the annual accounts

1. For 2. Against 3. Abstain

Voting is closed

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  • 2. Corporate Reports

AGM 2018 42

  • A. Annual Report including corporate governance
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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  • 2. Corporate Reports

AGM 2018 43

  • A. Annual Report including corporate governance
  • B. Corporate Governance Code
  • C. Management Board remuneration
  • D. Adoption of the annual accounts (voting item)
  • E. Dividend policy
  • F. Determination of dividend (voting item)
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Agenda item 2f (voting item)

AGM 2018 44

  • Determination of Dividend

It is proposed to the General Meeting that a total cash dividend of € 0.65 per share will be paid out to shareholders for the financial year 2017, subject to a 15% Dutch dividend withholding tax (dividendbelasting). An interim cash dividend of € 0.30 per share has been paid out on 9 August 2017. This means that the final cash dividend proposal to the General Meeting is € 0.35 per share.

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Agenda item 2f

AGM 2018 45

1. For 2. Against 3. Abstain

  • Determination of Dividend
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Agenda item 2f

AGM 2018 46

1. For 2. Against 3. Abstain

  • Determination of Dividend

You may vote now

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Agenda item 2f

AGM 2018 47

  • Determination of Dividend

1. For 2. Against 3. Abstain

Voting is closed

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  • 3. Discharge of Management Board members (voting item)

AGM 2018 48

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 2017 or has been otherwise disclosed to the General Meeting before the resolution is adopted.

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Agenda item 3 (voting item)

AGM 2018 49

1. For 2. Against 3. Abstain

  • Discharge of Management Board members
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Agenda item 3 (voting item)

AGM 2018 50

1. For 2. Against 3. Abstain

  • Discharge of Management Board members

You may vote now

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Agenda item 3 (voting item)

AGM 2018 51

  • Discharge of Management Board members

1. For 2. Against 3. Abstain

Voting is closed

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  • 4. Discharge of Supervisory Board members (voting item)

AGM 2018 52

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 2017 or has been otherwise disclosed to the General Meeting before the resolution is adopted

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Agenda item 4 (voting item)

AGM 2018 53

1. For 2. Against 3. Abstain

  • Discharge of Supervisory Board members
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Agenda item 4 (voting item)

AGM 2018 54

1. For 2. Against 3. Abstain

  • Discharge of Supervisory Board members

You may vote now

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Agenda item 4 (voting item)

AGM 2018 55

  • Discharge of Supervisory Board members

1. For 2. Against 3. Abstain

Voting is closed

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  • 5. Composition Management Board (voting item)

AGM 2018 56

A. Proposed appointment of Folkert Joling as member of the Management Board (voting item) B. Proposed appointment of Thomas Wolff as member of the Management Board (voting item)

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Agenda item 5a (voting item)

AGM 2018 57

Proposed appointment of Folkert Joling as member of the Management Board

It is proposed to appoint Folkert Joling as a Management Board Member and Chief Trading Officer (“CTrO”) of the Company following the Supervisory Board’s nomination for an initial term of four years starting on 26 April 2018 (i.e. ending on 26 April 2022).

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Agenda item 5a (voting item)

AGM 2018 58

1. For 2. Against 3. Abstain

  • Proposed appointment of Folkert Joling as member of the Management Board
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Agenda item 5a (voting item)

AGM 2018 59

1. For 2. Against 3. Abstain

  • Proposed appointment of Folkert Joling as member of the Management Board

You may vote now

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Agenda item 5a (voting item)

AGM 2018 60

  • Proposed appointment of Folkert Joling as member of the Management Board

1. For 2. Against 3. Abstain

Voting is closed

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Agenda item 5b (voting item)

AGM 2018 61

Proposed appointment of Thomas Wolff as member of the Management Board

It is proposed to appoint Thomas Wolff as a Management Board Member and Chief Technology Officer (“CTO”) of the Company following the Supervisory Board’s nomination for an initial term of four years starting on 26 April 2018 (i.e. ending on 26 April 2022)

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Agenda item 5b (voting item)

AGM 2018 62

1. For 2. Against 3. Abstain

  • Proposed appointment of Thomas Wolff as member of the Management Board
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Agenda item 5b (voting item)

AGM 2018 63

1. For 2. Against 3. Abstain

  • Proposed appointment of Thomas Wolff as member of the Management Board

You may vote now

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Agenda item 5b (voting item)

AGM 2018 64

  • Proposed appointment of Thomas Wolff as member of the Management Board

1. For 2. Against 3. Abstain

Voting is closed

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  • 6. Composition Supervisory Board (voting item)

AGM 2018 65

A. Proposed reappointment of Han Sikkens as member of the Supervisory Board B. Proposed reappointment of Rudolf Ferscha as member of the Supervisory Board C. Proposed reappointment of Jan van Kuijk as member of the Supervisory Board

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Agenda item 6a (voting item)

AGM 2018 66

Proposed reappointment of Han Sikkens as member of the Supervisory Board

In accordance with the Articles of Association of the Company, the Supervisory Board proposes to reappoint Han Sikkens as member of the Supervisory Board with effect from 26 April 2018 for the period of two years (i.e. until the end of the annual general meeting of shareholders to be held in 2020)

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Agenda item 6a (voting item)

AGM 2018 67

1. For 2. Against 3. Abstain

  • Proposed reappointment of Han Sikkens as member of the Supervisory Board
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Agenda item 6a (voting item)

AGM 2018 68

1. For 2. Against 3. Abstain

  • Proposed reappointment of Han Sikkens as member of the Supervisory Board

You may vote now

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SLIDE 69

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Amsterdam Cluj Hong Kong New York Singapore

Agenda item 6a (voting item)

AGM 2018 69

  • Proposed reappointment of Han Sikkens as member of the Supervisory Board

1. For 2. Against 3. Abstain

Voting is closed

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SLIDE 70

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Agenda item 6b (voting item)

AGM 2018 70

Proposed reappointment of Rudolf Ferscha as member of the Supervisory Board

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 26 April 2018 for the period of three years (i.e. until the end of the annual general meeting of shareholders to be held in 2021)

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SLIDE 71

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Agenda item 6b (voting item)

AGM 2018 71

1. For 2. Against 3. Abstain

  • Proposed reappointment of Rudolf Ferscha as member of the Supervisory Board
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SLIDE 72

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Agenda item 6b (voting item)

AGM 2018 72

1. For 2. Against 3. Abstain

  • Proposed reappointment of Rudolf Ferscha as member of the Supervisory Board

You may vote now

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SLIDE 73

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Amsterdam Cluj Hong Kong New York Singapore

Agenda item 6b (voting item)

AGM 2018 73

  • Proposed reappointment of Rudolf Ferscha as member of the Supervisory Board

1. For 2. Against 3. Abstain

Voting is closed

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SLIDE 74

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Agenda item 6c (voting item)

AGM 2018 74

Proposed reappointment of Jan van Kuijk as member of the Supervisory Board

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 26 April 2018 for the period of four years (i.e. until the end of the annual general meeting of shareholders to be held in 2022)

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SLIDE 75

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Agenda item 6c (voting item)

AGM 2018 75

1. For 2. Against 3. Abstain

  • Proposed reappointment of Jan van Kuijk as member of the Supervisory Board
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SLIDE 76

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Agenda item 6c (voting item)

AGM 2018 76

1. For 2. Against 3. Abstain

  • Proposed reappointment of Jan van Kuijk as member of the Supervisory Board

You may vote now

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SLIDE 77

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Agenda item 6c (voting item)

AGM 2018 77

  • Proposed reappointment of Jan van Kuijk as member of the Supervisory Board

1. For 2. Against 3. Abstain

Voting is closed

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SLIDE 78

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  • 7. Authority to issue shares and restrict or exclude pre-emptive rights

AGM 2018 78

A. Authority to issue shares (voting item) B. Authority to restrict or exclude pre-emptive rights (voting item)

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SLIDE 79

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Agenda item 7a (voting item)

AGM 2018 79

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 Meeting (i.e. up to and including 26 October 2019) for up to 10%

  • f the total number of shares issued at the time of the General Meeting for any purposes
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SLIDE 80

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Agenda item 7a (voting item)

AGM 2018 80

1. For 2. Against 3. Abstain

  • Authority to issue shares
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SLIDE 81

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Agenda item 7a (voting item)

AGM 2018 81

1. For 2. Against 3. Abstain

  • Authority to issue shares

You may vote now

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SLIDE 82

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Agenda item 7a (voting item)

AGM 2018 82

  • Authority to issue shares

1. For 2. Against 3. Abstain

Voting is closed

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SLIDE 83

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Agenda item 7b (voting item)

AGM 2018 83

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 subscribe for ordinary shares as set out in item 7.a. above for a period of 18 months from the date of this General Meeting (i.e. up to and including 26 October 2019)

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SLIDE 84

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Agenda item 7b (voting item)

AGM 2018 84

1. For 2. Against 3. Abstain

  • Authority to restrict or exclude pre-emptive rights
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SLIDE 85

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Agenda item 7b (voting item)

AGM 2018 85

1. For 2. Against 3. Abstain

  • Authority to restrict or exclude pre-emptive rights

You may vote now

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SLIDE 86

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Agenda item 7b (voting item)

AGM 2018 86

  • Authority to restrict or exclude pre-emptive rights

1. For 2. Against 3. Abstain

Voting is closed

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SLIDE 87

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  • 8. Authority to acquire own shares (voting item)

AGM 2018 87

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 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. up to and including 26 October 2019), under the following conditions: (i) up to 10% of the total number of shares issued at the time of the General Meeting; (II) provided that the Company will not hold more shares in stock than 10% of the issued share capital; and (III) at a price (excluding expenses) not less than the nominal value of the shares and not higher than the opening price on Euronext Amsterdam on the day of repurchase plus 10%

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SLIDE 88

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Agenda item 8 (voting item)

AGM 2018 88

1. For 2. Against 3. Abstain

  • Authority to acquire own shares
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SLIDE 89

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Agenda item 8 (voting item)

AGM 2018 89

1. For 2. Against 3. Abstain

  • Authority to acquire own shares

You may vote now

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SLIDE 90

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Agenda item 8 (voting item)

AGM 2018 90

  • Authority to acquire own shares

1. For 2. Against 3. Abstain

Voting is closed

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SLIDE 91

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  • 9. Auditor (voting item)

AGM 2018 91

  • 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

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SLIDE 92

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Agenda item 9 (voting item)

AGM 2018 92

1. For 2. Against 3. Abstain

  • Auditor
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SLIDE 93

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Agenda item 9 (voting item)

AGM 2018 93

1. For 2. Against 3. Abstain

  • Auditor

You may vote now

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SLIDE 94

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Agenda item 9 (voting item)

AGM 2018 94

  • Auditor

1. For 2. Against 3. Abstain

Voting is closed

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SLIDE 95

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  • 10. Any other business and closing

AGM 2018 95

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SLIDE 96

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Thank you!

Amsterdam Cluj Hong Kong New York Singapore

If you leave the AGM would you be so kind to return your chipcard and keypad