flo-2024-12-31-en

FLOW TRADERS | ANNUAL REPORT 2024 1

Table of contents




2	At a glance	33	Sustainability information	84	2024 Financial statements
3	Celebrating 20 years	38	Environmental footprint	85	Consolidated financial statements
4	Leadership statement 2024	40	EU Taxonomy	85	Consolidated statement of financial position
6	Financial performance overview 2024	42	Sustainable employment	87	Consolidated statement of profit or loss and other comprehensive income
		46	Good governance	87
8	Our Company			88	Consolidate statement of changes in equity
9	Mission and vision	50	Corporate governance	89	Consolidated statement of cash flows
9	Who we are	52	Functioning of the board	91	Supplementary notes to the financial statements
10	What we do	53	Executive Directors	91	Supplementary notes to the financial statements
11	How we innovate	54	Non-Executive Directors	134	Parent Company financial statements
11	Products we trade	56	General meeting, shares and shareholders	137	Notes to the parent Company financial statements
		56	General meeting, shares and shareholders	137	Notes to the parent Company financial statements
12	Our operations	59	Corporate governance statements
14	Our role in the ETP ecosystem	60	Conformity Statement	144	Other information
15	Markets and trends			145	Investor Relations
15	Our business - operations	61	Board report	145	Share information
16	Asset class developments	62	Message from the Chairman	145	Financial calendar
17	Growth catalysts	64	The Board’s focus in 2024	146	About sustainability information
		66	Committees	149	Independent auditors report
18	Our financial performance	68	Board composition	157	Report on other information
19	Financial overview	69	Meeting and attendance	149	Independent auditors report
19	Non-IFRS performance			157	Report on other information
20	Dividend Policy	70	Remuneration report	160	Provisions in the Bye-Laws governing the appropriation of profit
20	Capital requirements	71	Letter from the Chairwoman 2024	160
		72	2024 remuneration for the Executive Directors of the Board	162	Glossary
21	Our risk management	72	2024 remuneration for the Executive Directors of the Board
26	Risk management governance	80	2024 remuneration for employees
28	Risk reporting	81	2024 remuneration for the Non- Executive Directors of the Board
29	Key risks detailed	81

	Note: Flow Traders’ Board report, as referred to in section 2:391 of the Dutch Civil Code can be found in the chapters on: 2024 Financial overview, Financial performance, Leadership statement, Risk management, Corporate governance and Board report.

FLOW TRADERS | ANNUAL REPORT 2024 2

At a glance

Total income

Financials

2024

Flow Traders is a leading trading firm

operating in the global financial

ecosystem. Our mission is to challenge

the status quo and drive efficiency,

transparency and innovation across

global financial markets. We do this by

focusing on fostering innovation

through investing, developing leading

infrastructure and enabling trading

diversification. Founded in 2004, Flow

Traders is a specialist in Exchange

Traded Products (ETPs) and we have

leveraged our expertise to expand into

digital assets, fixed income, FX and

commodities. Flow Traders’ role in

financial markets is to maintain the

availability of liquidity and enable

investors to buy and sell financial

instruments under all market

circumstances, thereby ensuring

financial markets remain resilient and

continue to function in an orderly

manner. With over two decades of

experience, we have built a team of

over 600 talented professionals, located

in ten locations across the globe, who

contribute to our entrepreneurial

culture and are committed to

delivering our Company mission.

Global ETP value traded

€47,933 billion

2023: €43,081 billion

Flow Traders ETP value traded

€217.1 million

2023: €5,648 billion

2023: €69.8 million

€479.3 million

2023: €303.9 million

EBITDA

€159.5 million

2023: €36.2 million

€1,545 billion

2023: €1,464 billion

Flow Traders total value traded

€6,248 billion

Net profit

Total income

FLOW TRADERS | ANNUAL REPORT 2024 3

Celebrating 20 years

“In 2024, we proudly celebrated Flow Traders' 20th anniversary, this

was an incredible milestone for our firm, our people, and our trusted

partners. This year has been groundbreaking, showcasing the

strength of our business model, the resilience of our team, and our

commitment to innovation in global financial markets.

I am immensely proud of what we achieved in 2024. We delivered a

strong financial performance, seizing emerging market

opportunities and capitalizing on volatility. Beyond the financials,

this year marked significant strides in advancing our strategic and

commercial agenda, including the introduction of our Trading

Capital Expansion Plan, which is a pivotal step in ensuring Flow

Traders' long-term growth.

More broadly, we strongly believe we stand at a transformative

moment in financial markets, operating at the intersection of

traditional finance (TradFi) and digital asset markets. The shift

towards a 24/7 trading environment is shaping the global financial

landscape, and Flow Traders is uniquely positioned to lead this

evolution. Our leading role in ETP trading, robust distribution

network, strong pricing capabilities, and position as a first mover in

digital assets equip us to drive growth.

Our mission remains clear: to contribute to making global financial

markets more transparent and efficient, ultimately reducing

transaction costs, and increasing accessibility for all market

participants. As digital assets continue to disrupt financial markets,

we see immense potential for traditional and digital asset

ecosystems to co-exist, complementing each other to create a more

inclusive financial ecosystem.

To our partners and counterparties, thank you for your unwavering

support and collaboration. Together, we are paving the way for a

more innovative and inclusive financial system.”

FLOW TRADERS | ANNUAL REPORT 2024 4

Leadership statement 2024

Marking 20 years of driving transparency in

financial markets

In 2024, Flow Traders proudly celebrated 20 years of

providing liquidity and contributing to innovation in

global financial markets. Throughout our 20 years,

we have consistently demonstrated the ability to

adapt and thrive in the evolving financial landscape,

capturing opportunities in emerging asset classes

and championing the growth and accessibility of

ETPs. Our efforts have also played a pivotal role in

fostering greater transparency and efficiency across

global financial markets.

This milestone would not have been possible without

our incredibly talented team, whose passion,

entrepreneurial spirit, and unwavering commitment

have been the foundation of our success. Together

with our trusted ecosystem of partners we have

cultivated a culture of innovation that continues to

shape the future of the industry.

Building upon our strong foundation

We further focused on delivering into our strategy

pillar leverage and build-out proprietary

infrastructure by developing our China proposition

along with improving our collaboration with partners

in order to fully leverage our capabilities.

Throughout the year, as a leadership team, we

prioritized reinforcing the core of our business by

further strengthening our risk management and

compliance framework. One overarching priority was

to further foster responsible behaviors and our risk

culture across the firm.

We believe our culture is a key ingredient to our

success and it is something we are proud to continue

to develop, whether through our L&D offering,

charitable endeavors (Flow Traders Foundation) to

creating moments to connect, we continually focus

on team spirit.

2024 trading environment

Favorable market dynamics allowed us to effectively

execute our trading strategies and capitalize on

market volatility driven by macroeconomic shifts,

geopolitical instability, and sector-specific

developments.

As a result, Flow Traders delivered its second-best

financial performance in Company’s history,

achieving a net trading income of €467.8 million and

a net profit of €159.5 million. Beyond our strong

financial results, we successfully met our operational

and commercial objectives, further solidifying our

position as a global leader in liquidity provision. We

also maintained a disciplined approach to managing

our cost base while enhancing our focus on

operational efficiencies, ensuring sustainable growth.

FLOW TRADERS | ANNUAL REPORT 2024 5

Our strategic pillar to optimize core and grow

trading capital was realized when we announced

the introduction of our Trading Capital Expansion

Plan in 2Q, which included the suspension of our

dividend. Given the success of the Trading Capital

Expansion Plan thus far, the firm will continue to

pursue the most strategic debt financing options to

further support the firm’s growth.

Following this announcement, we focused on

fostering investor trust and proactively engaging

with stakeholders to ensure alignment with our

growth and diversification strategy. Our expanded

capital position strengthened our ability to deploy

trading capital effectively across regions and asset

classes, enabling us to seize trading opportunities

throughout the year.

Leadership and expertise expansion

As part of our commitment and strategic pillar

technology and innovation, we have been advancing

our technological capabilities, especially in light of

the artificial intelligence (AI), big data, and machine

learning. We took a significant step by appointing

Owain Lloyd as Chief Technology Officer, he brings

extensive expertise in emerging technologies, which

will be instrumental as we navigate the rapidly

evolving landscape in 2025 and beyond.

As a leadership team and throughout the firm, we

are deeply committed to nurturing our teams'

growth and enabling them to achieve exceptional

results. We actively collaborate with organizations

such as Women in ETFs, have established our own

mentoring program, created a dedicated crypto

talent pool (W3BWAVE), and pursued strategic

partnerships to develop current and future talent.

2024 dynamics and our role

The financial markets are undergoing significant

transformation, driven by trends that enhance

infrastructure, improve trading systems, and create

greater transparency and efficiency.

In 2024, digital assets experienced accelerated

growth and widespread adoption, with institutional

interest surging significantly, particularly following

the early-year launch of spot Bitcoin ETFs. This

pivotal milestone served as a catalyst, firmly

establishing digital assets as a viable and rapidly

expanding asset class. As a firm, we strengthened

our presence in the ecosystem by partnering with

organizations such as Wormhole and Pyth, while also

expanding our investments through Flow Traders

Strategic Capital. In 2025, we are also set to launch

AllUnity’s EUR-denominated regulated stablecoin

with DWS and Galaxy, which we believe is set to

further drive adoption, especially across institutions.

These proof points all support our strategic pillar to

diversify business model and revenue streams.

ETFs also continued their upward trajectory,

becoming one of the most influential forces in

today’s financial markets. With assets under

management (AuM) surpassing record highs, the rise

of thematic ETFs, as well as those focused on ESG

and emerging sectors like digital assets, has

broadened access to niche investment opportunities.

As a trading firm with a strong presence in ETFs, we

are well-positioned to facilitate this growth by

providing liquidity and enhancing price discovery

across markets.

Regulation continues to play a key role in shaping

financial markets. As a participant across multiple

markets and asset classes, we strongly advocate for

robust and consistent regulatory frameworks. We

believe such clarity enhances transparency and

ultimately benefits end investors. In particular, the

introduction of MiCAR in Europe and the

implementation of T+1 settlement cycles highlight

the importance of proactive collaboration between

market participants and regulators, a responsibility

we fully embrace.

The rapid advancements in big data, AI, machine

learning, and other emerging technologies are set to

redefine global financial markets. When effectively

embraced, these innovations have the potential to

create a more efficient and inclusive investment

ecosystem for all participants. Recognizing this, we

are intensifying our efforts to deploy cutting-edge

technology and quantitative trading insights,

ensuring we continue to deliver seamless execution

and value for our stakeholders.

Looking ahead

We see tremendous opportunities for our Company

and our people as we operate at the exciting

intersection of TradFi and digital asset markets. We

firmly believe that greater interaction between these

ecosystems will make global financial markets more

inclusive and accessible, benefiting all investors.

As a trading firm active in the digital asset space

since 2017, we have leveraged our first-mover

advantage to build a robust and trusted network of

partners and a global trading infrastructure. This

strong foundation, combined with our market

leadership in ETFs, positions us to capitalize on

emerging opportunities. Moreover, our strong capital

position and ambitious growth plans motivate us to

drive innovation and expansion. By fostering

collaboration across the industry and prioritizing

transparency, we aim to shape a financial ecosystem.

that promotes trust, efficiency, and long-term value

creation for all stakeholders.

Mike Kuehnel (CEO), Hermien Smeets-Flier (CFO)

& Owain Lloyd (CTO)

FLOW TRADERS | ANNUAL REPORT 2024 6

Financial performance overview 2024 (in thousands of euro)


Financial overview	For the year ended 31 December
Net trading income	467,794	300,311
Other income or expense	11,525	3,565
Total income	479,319	303,876

Fixed employee expenses	81,651	80,028
Technology expenses	66,636	64,416
Other expenses	28,665	35,671
Adjusted operating expenses*	176,952	180,115

Variable employee expenses	85,267	53,922
Depreciation of property and equipment	16,559	17,688
Amortization of intangible assets	728	606
Write off of (in) tangible assets	148	76
Operating result	199,665	51,469

add back: Depreciation of property and equipment	16,559	17,688
add back: Amortization and write off of intangible assets	876	682
EBITDA*	217,100	69,839
EBITDA margin*	45.3%	23.0%


	For the year ended 31 December
Profit before tax	194,364	44,654
Tax expense	34,827	8,503
Profit for the year attributable to the owners of the Company	159,537	36,151
*Please see page 19 for additional information about the use of non-IFRS performance measures.

2024

2023

2024

2023

FLOW TRADERS | ANNUAL REPORT 2024 7


			For the year ended 31 December 2024
Reconciliation to revenue by region	Europe	Americas	Asia	Total
Net trading income	312,954	73,357	81,483	467,794
Inter-segment revenue related to trading activities	–	20,278	30,060	50,338
Inter-segment expense related to trading activities	(50,338)	–	–	(50,338)
Other income or expense	11,525	–	–	11,525
Revenue by region	274,141	93,635	111,543	479,319


			For the year ended 31 December 2023
Reconciliation to revenue by region	Europe	Americas	Asia	Total
Net trading income	196,709	66,779	36,823	300,311
Inter-segment revenue related to trading activities	–	15,377	17,077	32,454
Inter-segment expense related to trading activities	(32,454)	–	–	(32,454)
Other income or expense	3,574	(9)	–	3,565
Revenue by region	167,829	82,147	53,900	303,876

FLOW TRADERS | ANNUAL REPORT 2024 8

Our Company

Mission and vision

Who we are

What we do

How we innovate

Products we trade

FLOW TRADERS | ANNUAL REPORT 2024 9

Our Company

Mission and vision

Our mission is to challenge the status quo and drive

efficiency, transparency and innovation across global

financial markets. At the core of our mission, is our

strong conviction that the global financial ecosystem

should become increasingly more accessible and

democratized.

Subsequently, our vision, as a global multi-asset

liquidity provider and market maker, is to enable

seamless trading anytime and anywhere. To pursue

this long-term vision, we are committed to

consistently providing liquidity, investing in

improving the accessibility of the financial

ecosystem, developing cutting-edge technologies,

and fostering both our team and strategic

partnerships.

Our business strategy is built on four key pillars

designed to accelerate Flow Traders’ growth:

Optimize core and grow

trading capital

Building an increasingly resilient and efficient

business model through dedicated optimization of

the firm’s trading core. While simultaneously

growing the firm’s capital base to accelerate the

monetization of all existing and new trading

strategies across asset classes and regions.

Leverage and build-out

proprietary infrastructure

Leverage proprietary infrastructure, capabilities and

expertise to expand into adjacent products and

enhance incumbent trading strategies.

Technology and innovation

Further adopt emerging technologies and increase

the utilization of data insights within trading to

improve our own pricing competency as well as

internal hedge and execution efficiencies.

Diversify business model

and revenue streams

Invest in adjacent business propositions around

connectivity, platforms, data and tokens via

dedicated partnerships to accelerate innovation

across financial markets and to diversify existing

revenue streams.

Who we are

We are proud to promote an entrepreneurial and

collaborative spirit. By embracing this, Flow Traders

has grown and so has our team. Since inception

20-years ago, we continuously foster our Company

culture and the values that have contributed to our

success.

▪ Flow Traders’ Leadership; embody our values and

demonstrate the behaviors we pride ourselves on;

transparency, integrity and accountability. They

design and implement our engagement efforts,

which are developed following our annual survey.

▪ Business department heads and team members;

are supported with tailored trainings or learning

sessions to actively stimulate our people in their

personal and career development through our

dedicated Flow Academy.

▪ Colleagues; reinforce our culture, they organize

their own events, competitions, and charitable

endeavors.

Our culture is what makes Flow Traders unique, it

brings together a team of creative doers, thinkers,

and challengers who have shaped our Company. Our

culture is further underpinned by a set of values that

thrive across our Company:

We are one team

We are entrepreneurial

We are driven

We are responsible

FLOW TRADERS | ANNUAL REPORT 2024 10

What we do

As a global liquidity provider and market maker, we

provide continuous liquidity as well as actively invest

and support our partners with our leading

distribution network and execution capabilities.

We build and deploy proprietary trading models and

strategies, enabling us to provide liquidity in a broad

set of asset classes, regardless of the market

circumstances. To enable this we continue to

develop our technology-stack to provide competitive

pricing and seamless execution.

Furthermore, we actively invest and foster the

development of market infrastructure to contribute

to improving transparency and efficiency across

global financial markets. This is in the form of

strategic partnerships with both the TradFi as well as

digital asset partners.

These activities are executed by our highly skilled

and talented team who focus on operational

excellence and create value for our broad set of

stakeholders.

Create long-term sustainable value for

society

Our ESG priorities comprises of three material

themes: Environmental footprint, Sustainable

employment and Good governance.

Environment

As we continue to expand our trading footprint to

ensure that sustainable investment products can be

traded efficiently, with minimal energy use and

emissions. We will focus on energy efficiency and

climate action to reduce our environmental footprint

from our operations.

Social

We prioritize sustainable employment, by creating

an attractive workplace for all, leveraging an

experienced talent pool that forms a diverse, and

entrepreneurial team.

Governance

We must ensure that we always operate with high

ethical standards in compliance with laws and

regulations. We will continue to act on our

responsibilities and fully anchor them in the way we

do business through our focus on integrated

governance and accountability, engaging

stakeholders and transparent reporting.

FLOW TRADERS | ANNUAL REPORT 2024 11

How we innovate

Technology is at the core of our business and

operations, over 40% of our workforce is dedicated to

this function. Our Technology strategy, focuses on

prioritizing automation, developing our data-driven

strategies and enhancing our proprietary

technology-stack to further improve our execution

capabilities as well as contribute to the Company’s

mission.

“The importance of data and

algorithms is vital to the next

wave of global financial

market evolution and we are

actively developing new

strategies to fully extract the

value across our Company.”

Product Development

Our talented Software Engineers leverage the latest

technologies to maintain and improve our trading

engines. With a strong focus on code quality and

maintainability, our Software Developers and Data

Engineers design and build our propriety code that

enables us to trade.

Quantitative Research

Our Quantitative Researchers generate and test new

trading concepts. As the concept of Quantitative

Research is becoming increasingly important to our

business and the industry as a whole, we will focus

on projects that leverage machine learning and AI to

further improve our trading strategies over the

coming years.

Systems, Network, Security and Trading Support are

only a few of the focus areas of our IT function. Our IT

teams deploy and maintain the software and

hardware infrastructure that supports our day-to-day

trading activities, which is crucial in enabling us to

operate effectively.

Trading

We focus on technology and niche competencies in

markets where every second counts, this is especially

critical with the market shifting further to algorithm-

based trading. This requires access to comprehensive

data and the ability to convert this data into instant

and value add actions. To achieve this, our Software

Developers collaborate with experienced Traders to

identify and execute opportunities.

Around 30% of our employee base are part of our

Trading team, and they drive the development of

new trading strategies for our on-exchange trading

activities. Our Trading team are also supported by

Analysts, who monitor news, prepare for major

market events, and keep Traders informed on macro,

micro, and fundamental factors.

Our Institutional Traders support our institutional

counterparty network by offering prices off-

exchange for institutional counterparties, providing

competitive quotes-upon-request across RFQ

platforms.

Products we trade

As we are classified as an investment firm under

regulatory standards, we operate solely at our own

risk and on our own account. In transactions with

counterparties, we act exclusively as a principal,

without offering any agency, investment, or ancillary

services.

Through our ETP trading activities, we provide

market participants with cost-effective access to

diverse asset classes. Our liquidity provisioning

includes equities, fixed income, commodities, FX and

in 2017, we expanded into digital assets. We trade

across 180+ exchanges and trading venues; more

details on our offering can be found on our website.

We also trade with over 2,000 institutional

counterparties off-exchange, more information on

our proposition can be found on our website.

By operating within both primary and secondary

markets, we aim to provide tight spreads and

continuous liquidity, ensuring efficient and

transparent trading by always providing buy and sell

quotes across diverse product categories.

FLOW TRADERS | ANNUAL REPORT 2024 12

Our operations

Our role in the ETP ecosystem

Markets and trends

Asset class development

Growth catalyst

FLOW TRADERS | ANNUAL REPORT 2024 13

Our operations

Our headquarter in Amsterdam, the Netherlands, is home to our technology, corporate functions and our Board. Flow Traders provides liquidity on-exchange as a

registered market maker and off-exchange in bilateral trades with institutional counterparties. Operating from Amsterdam, Hong Kong, Singapore, New York, and several

branch offices we ensure global coverage. By continuously quoting bid-ask prices we support investors to buy and sell assets at prices reflecting current market values.

Regulation

Enhanced global

regulations

APAC

▪ Flow Traders ETP value

traded: €114bn

(vs. €93bn in 2023)

▪ FTE: 80

(vs. 83 in 2023)

EMEA

▪ Flow Traders ETP value

traded: €655bn

(vs. €619bn in 2023)

▪ FTE: 431

(vs. 428 in 2023)

AMERICAS

▪ Flow Traders ETP value

traded: €776bn

(vs. €754bn in 2023)

▪ FTE: 98

(vs. 102 in 2023)

FLOW TRADERS | ANNUAL REPORT 2024 14

Our role in the ETP ecosystem

As a global liquidity provider we operate between both the primary and secondary markets. By providing continuous liquidity, we play a crucial role in ensuring that ETPs

and other financial instruments can be traded efficiently. This reduces trading costs and improves overall market accessibility for market participants.

The securities market is accessible to registered participants, including broker-dealers and market makers. Investors place orders with broker-dealers, who route them to

exchanges or market makers for execution. As a market maker, we provide liquidity by quoting bid and ask prices, facilitating trades with counterparties. Once a trade is

confirmed, clearing houses handle the settlement, ensuring secure transfer of assets and payments. Acting as a liquidity provider, we maintain a market-neutral position,

with performance unaffected by market price direction.

Primary market

Secondary market

ETP Issuers

ETP creation / redemption

On-exchange liquidity

provision

Exchanges and trading

venues

Ability to create and redeem daily

Institutional / off-exchange

liquidity provision

ETPs vs.

basket

of assets /

cash

ETPs vs.

cash

Global risk transfer between

market participants

Counterparties

FLOW TRADERS | ANNUAL REPORT 2024 15

Markets and trends

ETP investing

In recent years, the ETP ecosystem has continued to

mature and experienced significant growth in both

AuM and number of products. According to ETFGI,

global ETP AuM increased from $11,634 billion at the

end of 2023 to $14,846 billion at the end of 2024. This

is a reflection of the underlying market performance

during 2024 coupled with record inflows into ETPs.

The market expectation is that AuM will continue to

grow going forward and we believe there are several

reasons for this. One is that investors are attracted to

the transparent nature of ETPs, which enables them

to clearly follow how the underlying securities are

performing. Another reason is that ETPs are liquid,

available at lower costs and can be bought and sold

easily during market hours. A third reason is that

ETPs can be composed of financial instruments from

almost any asset class, sector or location, providing

investors with access to markets that would normally

be difficult to reach.

Global ETP markets grew by 28% in 2024, as

measured by AuM, driven predominantly by the out

performance of the underlying markets. Annual

global inflows of ETP AuM were $1.88 trillion in 2024

(2023: $985 billion – source ETFGI). Overall trading

activity in 2024 increased compared to the prior year

given surprising monetary policy changes by central

banks around the world, political elections in major

economies that were expected to have significant

impact on macroeconomic policies, and the

resurgence of cryptocurrencies as an asset class.

Global coverage

In 2024, Flow Traders’ ETP value traded once again

was in excess of the €1 trillion mark. The European

ETP market recorded total ETP value traded of €2,518

billion in 2024, compared to €2,039 billion in 2023.

Flow Traders' total ETP value traded in Europe was

€655 billion in 2024, compared to €619 billion in 2023.

We remained a leading liquidity provider in ETPs and

managed to grow our on- and off-exchange trading

capabilities further.

The largest ETP market globally remains in the

Americas, where total ETP value traded (on- and off-

exchange) was €38,545 billion in 2024, compared to

€35,874 billion in 2023. Flow Traders' ETP value

traded in the Americas was €776 billion in 2024,

compared to €754 billion in 2023. Institutional

trading continued to expand as well and Flow

Traders Americas continued to grow and deepen its

overall presence in this important market. We also

expanded our lead market maker activities during

2024 and supported numerous ETF listings in the

U.S. for a variety of leading issuers, including the spot

Bitcoin ETF launches in the U.S.

In APAC, the ETP market remained fragmented, with

large differences in trading volumes, trading costs,

regulation and maturity across the financial markets.

The Asian ETP market recorded total ETP value

traded of €6,871 billion in 2024, including China,

compared to €5,168 billion in 2023. Flow Traders' total

ETP value traded in Asia was €114 billion in 2024,

compared to €93 billion in 2023. Flow Traders had its

most successful year ever in Asia in 2024, a clear

validation of our strategy to invest in the region.

Our business - operations

We operate three main trading hubs in Amsterdam,

Hong Kong, and New York. In addition, we operate

branch offices in Chicago, Cluj, London, Milan, Paris,

Shanghai, and Singapore.

In 2024 we had access to +180 exchanges and

trading venues, globally. We provided liquidity in

over 6,500 unique ETP ISINs on- and off-exchange,

which is more than 40% of all ETPs globally. Off-

exchange, we provided liquidity in ETPs on a RFQ

basis to more than 2,000 institutional counterparties

across the globe, including banks, asset managers,

pension funds, insurance companies, family offices,

hedge funds, and others, and this number is

increasing on an almost daily basis. In addition to

ETPs we provide liquidity in similar instruments

whose value is correspondingly affected by a change

in the value of underlying or related assets, such as

futures or bonds. During 2024, we continued to

implement our diversification, strategy and related

initiatives across other asset classes and provided

liquidity as a market maker in FX, fixed income,

commodities and digital assets.

Irrespective of what we trade, as a liquidity provider

we generally do not have a directional opinion on the

market. In other words, our results do not depend on

the direction of market prices. Our net trading

income is derived from the small price differences

that are realized between buying and selling related

or correlated assets. Whether that is between the

ETPs we buy or sell, the prices we pay or receive for

the underlying related financial instruments to

mitigate our risk, or trading FX pairs.

We are not a bank, broker or investment manager

and do not have client AuM as we trade from our

own capital. We also do not develop or make

products, do not provide any services and do not

have (consumer) clients. Our value chain comprises,

among others, of our institutional counterparties,

prime brokers and regulators.

FLOW TRADERS | ANNUAL REPORT 2024 16

Asset class developments

Equity

We still see significant opportunities for growth in

the equity ETP market. Global equity ETP value

traded increased to €23,928 billion in 2024,

compared to €22,718 billion in 2023, and further

market growth is expected from the increasing

investor demand and awareness for ETPs.

Flow Traders' equity value traded (ETPs, futures and

cash) amounted to €3,217 billion in 2024, compared

to €3,009 billion in 2023. Our strengths and future

focus relating to equity includes:

▪ Strong performance globally in international ETPs

and index futures

▪ Leveraging our global pricing capabilities in APAC

as we penetrate and unlock new growth markets

Fixed income

Electronic trading in fixed income has increased

dramatically over the last few years. For example,

50% of Euro-denominated investment-grade (IG)

credit is now executed electronically, reaching 75%

on a ticket-count basis. This increase has contributed

to the approaching inflection point in the

electronification of credit markets. This is similar to

what we have witnessed in other asset classes, such

as FX, U.S. equity options and Exchange Traded

Funds (ETFs). This transition is being driven by better

pre- and post-trade information, the rise of

algorithmic trading and new trading protocols being

embraced by the buy- and sell-side. Initially driven by

regulation such as MiFID II, it is likely that the

regulatory landscape will continue to accelerate this

electronification trend.

Responding to these market dynamics, Flow Traders

has built a strong fixed income liquidity provision

capability set spanning ETPs, corporate credit

(investment-grade and high yield bonds) and

emerging market sovereigns.

There has been a consistent increase in fixed income

ETP value traded in recent years as well as AuM. The

global fixed income ETP value traded increased to

€2,901 trillion in 2024, compared to €2,836 trillion in

2023. Flow Traders fixed income value traded (ETPs,

Futures and Cash) amounted to €943 billion in 2024,

compared to €1,154 billion in 2023, as we shifted

more of our limited trading capital base to other

asset classes which saw greater dislocations over the

year. Nevertheless, we continue to deepen and

broaden our market coverage and relationships with

our buy-side counterparties. From a strategic

standpoint, our focus areas include:

▪ ETP ecosystem: Partner with issuers to develop

innovative fixed income products. We are also

seeking creation-redemption synergies with

corporate bond market making

▪ Credit trading: We will increase quote sizes to

undertake larger block transactions with

counterparties as well as distributing pre-trade

portfolio trading levels to expedite portfolio

construction

▪ Model pricing: Expand model trading capabilities

to new fixed income subsets and improve pricing

and coverage of investment-grade bonds

Currency, cryptocurrency and commodity

In recent years, cryptocurrencies have emerged as an

important asset class with increased institutional

acceptance. Cryptocurrencies saw a resurgence in

2024 after the last crypto winter in 2022-23, with the

approval of spot Bitcoin ETFs in the U.S. in January

2024 paving the way for increased institutional

adoption. Trading volumes in cryptocurrencies more

than doubled in 2024 compared to 2023, while global

crypto ETP value traded increased more than ten-

fold on the back of the spot Bitcoin ETF approvals

and launches in the U.S. as the development of

institutional grade and regulated digital asset market

infrastructure continued to progress. This comes on

top of continued advancement in custody solutions,

prime brokerage, data and analytics, AML-KYC and

other risk solutions, digital property rights, digital

identity solutions as well as decentralized finance

ecosystems.

Flow Traders’ crypto liquidity provision commenced

more than eight years ago and spans OTC spot as

well as ETPs. We are connected to over 20 trading

venues globally and provide liquidity to over 200

cryptocurrencies. From an ETP perspective, Flow

Traders is the number one liquidity provider in crypto

ETPs in Europe and a leader globally on-exchange.

The digital assets space is well-suited to Flow Traders’

technology-enabled capabilities. The future focus

and opportunities for the digital asset space includes:

▪ ETPs: Maintain our leading position in crypto ETP

market making with the prospect of further

regional expansion while at the same time

working to increase efficiency of access across the

ecosystem

▪ Spot and derivatives: Continue to grow our

market making activities across these products by

expanding our platform and token coverage

▪ Strategic partnerships: Leverage new and existing

partnerships to further build out the trading

infrastructure around digital assets

▪ Utilize Flow Traders Strategic Capital: To further

integrate Flow Traders into the growing

ecosystem

FLOW TRADERS | ANNUAL REPORT 2024 17

Growth catalysts

Transformative megatrends are actively reshaping

the financial ecosystem in which we operate,

presenting our Company with new opportunities for

diversified growth.

The most prominent trends relevant to our business

are the global growth of ETPs, electronification,

digital assets, 24/7 trading and evolving regulation.

These trends not only shape our market environment

but also reinforce and amplify each other, creating

powerful synergies that strengthen our strategies.

AuM reached $14 trillion end of 2024 and is predicted to rise to $25 trillion by 2030, a

significant acceleration that aligns with our core business growth. In 2024, spot Bitcoin

ETFs and other cryptocurrency ETFs listed, this demonstrates the further growth

potential and adoption of this financial instrument.

ETP growth

2.5X

Growth in AuM by

2030

Regulation

Enhanced global

regulations

As electronic trading advances, it aligns well with our technology expertise. Credit

algorithms now drive around 50% of Euro credit volumes, especially for trades under €1

million. Fixed income ETF assets are also set to triple, from $2 trillion in 2023 to $6

trillion by 2030.

Electronification

> 50%

Executed volumes

in Euro credit

Digitization

> $3.4tr

Total crypto

market cap Dec

2024

Long-term opportunities in digital assets align with our expertise across both TradFi

and digital asset markets. Increased institutional and retail adoption, along with the

launch of spot Bitcoin ETFs in the U.S., have driven a 826% growth in ETF AuM 2023 vs.

2024. Additionally, accelerated growth in stablecoins reflects the sector’s increasing

strength. The stablecoin market cap is estimated at $189 billion end of 2024, up 53%

year-on-year.

In the EU, the final MiCAR implementation phase is ongoing with early signs of market

adoption. In U.S., Asia and U.K. regulatory discussions are accelerating. Various

significant changes to the bond transparency and reporting regimes will take effect in

2025/26 and will impact the market. The upcoming global transition into T+1

settlement already impacts ongoing regulatory proposals in the EU.

FLOW TRADERS | ANNUAL REPORT 2024 18

Our financial

performance

Financial overview

Non-IFRS performance

Dividend Policy

Capital requirements

FLOW TRADERS | ANNUAL REPORT 2024 19

Our financial performance

Flow Traders delivered a strong financial

and trading performance in 2024, driven

by the introduction of our Trading Capital

Expansion Plan. We recorded a net trading

income (NTI) of €467.8 million in 2024

(2023: €300.3 million). Our cost base and

capital position remained solid as we

continued to execute our growth and

diversification strategy.

“By increasing our capital

base in 2024, we leveraged

favorable market dynamics,

delivering a strong financial

performance. Our expanded

capital base was deployed

effectively, resulting in a

strong return on trading

capital and enhancing our

ability to capitalize on

strategic opportunities.”

Financial overview

Flow Traders recorded an NTI of €467.8 million in

2024 (vs. €300.3 million in 2023) reflecting the overall

market and trading environment. Other income of

€11.5 million was derived from the strategic

investments portfolio (vs. €3.6 million in 2023).

Europe, our home market, contributed the most to

our NTI which reflects the region's high level of flow

visibility, counterparty and product coverage as well

as the fact that the growth business activities are

typically located at our headquarter in Amsterdam.

There were also significant contributions from APAC.

The disciplined execution of our strategic growth

agenda meant that investments we have made are

yielding meaningful returns.

On the cost side, fixed operating expenses decreased

to €177.0 million for the year (€180.1 million in 2023).

The decrease was due to one-off strategic advisory

costs incurred in 2023, which was partially offset by

an increase in technology costs and fixed employee

expenses in support of our trading activities and

further due to general price inflation. FTEs were

slightly lower this year 609 (2023: 613). Variable

employee expenses increased to €85.3 million (€53.9

million in 2023) which is in line with the improved

financial performance of the business during the

period.

Given these income and cost dynamics, Flow Traders

continued to demonstrate solid operational leverage

with an EBITDA margin of 45.3% in 2024 (2023: 23.0%)

with EBITDA of €217.1 million (2023: €69.8 million),

due to the improved performance of the business.

Profit for the year was €159.5 million (2023: €36.2

million), with basic EPS of €3.69 (2023: €0.84).

Non-IFRS performance

Non-IFRS financial measures are disclosed in

addition to the statement of comprehensive income,

in order to provide relevant information to better

understand the underlying business performance of

our Company.

In 2024, we decided to simplify our use of non-IFRS

measures and discontinued the use of normalized

alternative performance measures to reduce

complexity in financial reporting and to adhere to

accounting best practices.

Flow Traders has the following non-IFRS financial

measures:

▪ Fixed operating expenses: Calculated as fixed

employee expenses, technology expenses and

other expenses. The measure provides a focused

metric of the core operating expenses of the

Company while removing the variable employee

expenses which are dependent on current-year

results

▪ EBITDA: Calculated as the operating result, before

depreciation, amortization, and write-offs on

intangible assets. EBITDA is used as it focuses on

core trading and operational activities

FLOW TRADERS | ANNUAL REPORT 2024 20

▪ EBITDA margin: EBITDA as a percentage of the

total income. The margin is used as a measure

profitability

▪ Revenue by region: Consists of net trading

income, other income or expense, inter-segment

revenue related to trading activities less inter-

segment expense related to trading activities

Dividend Policy

Flow Traders may or may not distribute out of the

Company's net profits realized during the financial

year to shareholders. The Company's Board may

decide, in accordance with the Company's Bye-Laws

and Board Rules, that the profits realized during a

financial year will fully or partially be appropriated to

increase and/or form reserves. A distribution of

dividends is subject to applicable rules and

regulations, the Company's Bye-Laws and the Board

Rules.

If applicable, dividends will be declared and paid

following the publication of our results. There can be

no assurance that in any given year a dividend will be

proposed or declared.

The payment of dividends, if any, and the amounts

and timing thereof, will depend on a number of

factors, including future profits, financial conditions,

general economic and business conditions, and

future prospects and other factors the Board may

deem relevant, as well as other legal and regulatory

requirements. Our intentions in relation to dividends

are subject to numerous assumptions, risks and

uncertainties, many of which may be beyond our

control.

Reserves for 2024

In July 2024 the Board announced its Trading Capital

Expansion Plan and the related revision of its

Dividend Policy. To expand the trading capital base,

the Board has suspended regular dividend payments

until further notice and did not pay an interim cash

dividend for the financial year 2024.

Capital requirements

Our prime brokers require the Company to maintain

certain minimum capital levels. They leverage

various internal systems to calculate required capital

amounts (e.g., the ‘internal haircut model’ and the

‘margin based approach model’, both intending to

ensure sufficient levels of risk allowances) and have

different limits structure, pre-funding possibilities.

Margin requirements of prime brokers are

conservatively determined by the sophistication of

their models and the regulatory requirements, which

might not necessarily be efficient in respect of our

business model and trading portfolios.

The following table sets out the capital required to be

posted with our prime brokers and capital available

(net liquidation value).


Prime broker capital requirements
For the year ended 31 December
	2024	2023
Net liquidity at clearing/ prime brokers	766.5	577.9
Cash at bank	8.4	5.7
Net trading capital	774.9	583.6

Outlook

Looking ahead to 2025, fixed operating expenses for

FY 2025 are expected to be in the range of €190-210

million given additional technology investments and

targeted additions to FTEs in growth areas, offset

somewhat by expected operational efficiency gains.

Flow Traders_Mila van Egmond_-72-modified.png

FLOW TRADERS | ANNUAL REPORT 2024 21

Our risk

management

Risk management

Enterprise risk management

Risk management governance

Risk reporting

FLOW TRADERS | ANNUAL REPORT 2024 22

Risk management

Flow Traders’ Enterprise Risk Management

Framework (ERMF) forms the foundation

of our approach to managing risks. The

ERMF is documented in Flow Traders’

Enterprise Risk Management Policy and is

reviewed on an annual basis.

“Our focus is on developing a

reliable and robust risk

management framework to

effectively manage our risks

continuously. Additionally,

fostering a strong risk culture

is equally important for our

Company and requires

ongoing attention.”

Where possible, we identify, assess, monitor, quantify

and document potential risks which are inherent to

trading in an automated market-making firm. In the

fast and dynamic environment of automated trading,

we designed our ERMF in such a way that it is robust,

efficient and transparent. In the figure below, we

present the stakeholders that have an interest and

place value in how our framework operates.

The Board

(Audit Committee and

Risk & Sustainability

Committee)

Flow Traders

leadership

Internal Audit

Risk

management

organization

Regulators

Exchanges and

trading venues

Counterparties

Prime brokers

Trading

Our ERMF helps us to ensure that we have adequate

systems and controls including the management of

our liquidity and capital. This is delivered through a

consistent, continuous and careful method for

addressing, managing and prioritizing our key risks

in the context of our strategic goals.

FLOW TRADERS | ANNUAL REPORT 2024 23

Enterprise risk management (ERM)

We aim for a good balance between our business

activities, return on capital and related risks taken.

Flow Traders’ ERM approach ensures that our risk

appetite and profile are integrated into our day-to-

day operations and strategic decision-making.

Annually, the Board determines the strategic goals

and subsequent business targets. Based on these

targets, the Company formulates its risk appetite.

These targets and risk appetite parameters provide

direction to our various departments and are used to

determine our strategic risks.

Policies and control standards are maintained,

developed and updated within the ERMF. The

policies are based on our risk taxonomy and aligned

with our control setting. To ensure that our daily

activities remain in line with our risk appetite and

residual risk we perform yearly Risk Control Self-

Assessments (RCSA) to evaluate current risks and

identify new risks. We also conduct an annual Risk

Management Control Cycle to define and test our

key controls that mitigate our critical, high and

medium inherent risks in all of our business

processes to accepted residual risk levels.

Risk categories

Our risk taxonomy is split into five broad risk

categories - Financial, Business and strategic,

Compliance and ethical, Operational, and

Technology - each with their own specific sub-risks:


Risk taxonomy domain	Level 1 risk category	Description of the risk
Financial risk	Capital risk	Capital risk (cost of doing business) refers to the situation where potential loss of investment value happens due to factors such as market volatility, regulatory and prime broker requirements, economic downturns, or poor financial performance of a company. It is the risk of failing to meet compulsory capital requirements invested in an asset or investment which are needed to maintain a firm’s trading licenses and normal business activities and relationships with prime brokers.
	Liquidity risk	Liquidity risk refers to the inability to replenish capital to the required level. This can happen when: 1) not being able to obtain additional funding in a timely manner at a reasonable cost and 2) an inefficient internal management on liquidity. This is the risk of not being able to quickly convert an investment into cash without experiencing a significant loss in value, due to a lack of buyers or sellers in the market, restrictions on trading, or the illiquid nature of the asset itself that leads to an inability to easily buy or sell an asset without incurring significant costs. It can also happen because of a lack of access to alternative sources of funding such as short-term loans, trading credit from certain platforms, etc. in a timely manner. This is the risk of internal management deficiency which can lead to liquidity constraints.
	Market risk	Market risk is the risk to an institution resulting from movements in market prices; in particular, changes in interest rates, foreign exchange rates, and equity, cryptocurrency and commodity prices.
	Credit risk	Credit risk is the risk of a counterparty and/or issuing institution involved in trading in or issuing a financial instrument defaulting on an obligation.

FLOW TRADERS | ANNUAL REPORT 2024 24


Risk taxonomy domain	Level 1 risk category	Description of the risk
Business and strategic risk	Strategy risk	Risk that may arise from the pursuit of a company’s business plan, from strategic changes in the business environment, and/or from adverse strategic business decisions. Market activity risk is part of this risk as trading income and profitability are primarily a function of the level of trading activity, or trading volumes, in the financial instruments traded.
	Concentration risk	Probability of loss arising from heavily lopsided exposure to a particular group of counterparties or products. Concentration risk also includes supplier dependency risks.
	Project delivery & management risk	The risk of inaccurate project management leading to inadequate realization of strategic project objectives.
	Sustainability & environment risk	The risk that an environment, social or governance (related) issue or event will impact the entity financially, non-financially and/or in the realization of strategic objectives of the entity.
Compliance and ethical risk	Fraud risk	Acts intended to defraud, misappropriate assets, deceive or circumvent regulations or the law, attempted or perpetrated against the entity.
	Reputation risk	The reputation risk is the risk of loss resulting from negative exposure to stakeholders.
	Financial crime risk	The risk of money laundering, sanctions violations, bribery and corruption, and Know Your Customer (KYC) failure.
	Regulatory compliance risk	Failure to comply with any legal or regulatory obligations that are not captured through other risks.
	Conduct risk	Failure to act in accordance with internal and external stakeholders and society's best interests, fair market practices, and codes of conduct.
Operational risk	Business continuity risk	The risk of failure to provide and maintain appropriate Business Continuity Management (BCM), including inadequate business continuity plans.
	Trading execution risk	The risk of losses due to errors in the execution.
	Legal risk	Legal risk refers to the potential exposure and negative consequences that an individual or organization may face as a result of non-compliance with applicable laws, regulations, and legal obligations.
	People risk	The risk that the entity is not able to develop, retain and attract the necessary skills and diverse capabilities in its workforce to realize strategic objectives.
	Model risk	Model risk for a trading firm refers to the potential for adverse consequences resulting from errors or limitations in the financial models and algorithms used for trading and risk management. This risk arises from the reliance on mathematical models and computer algorithms to make trading decisions, value financial instruments, and manage risk. Model risk can stem from inaccuracies in the models, inappropriate assumptions, data errors, or the failure to account for all relevant market factors.
	Reporting risk	The risk of not being able to report adequately to stakeholders (e.g., regulatory reporting).
	Taxation risk	The risk of unexpected tax charges, including interest and penalties including tax related events resulting in for example a damaged reputation with the tax authorities, investors, employees and the public at large.

FLOW TRADERS | ANNUAL REPORT 2024 25


Risk taxonomy domain	Level 1 risk category	Description of the risk
Operational risk	Third-party risk	The risk of failing to manage third-party relationships and related risks appropriately.
	Trade settlement risk	The risk of ineffective trading leading to financial performance variability and non-compliance with internal and external regulation.
	Physical security risk	The risk of damage to the organization's physical assets or harming of employees at the workplace.
	Financial reporting risk	The risk of incorrectly reporting financial information (balance sheet, income statement, cash flow statement, statement of changes in equity, Annual Report) to various stakeholders, such as shareholders, investors, creditors, and government regulatory bodies.
Technology risk	Technology systems risk	Risks in technology surrounding malfunctions, algorithmic risk, natural disasters, software bugs, and hardware failures resulting in service interruptions, lack of available data, financial losses and reputational damage.
	Cyber security risk	The risk of not protecting computer systems, networks, data from digital attacks, unauthorized access and therefore posing damage or disruption to the firm.
	Data management risk	The risk of failing to appropriately manage and maintain data, including all types of data, for example, counterparty data, employee data, and the organization’s proprietary data.
	Technology strategy risk	The risk that the IT strategy is not described, unclear or incomplete and thereby not sufficient to contribute to IT and business objectives. This includes the risk of the strategy not being properly executed.

FLOW TRADERS | ANNUAL REPORT 2024 26

Risk management governance

The effectiveness of risk management is linked to

commitment and integrity. It is crucial that the

Board, the global and local department heads, as

well as all employees are aware of the risks that our

Company faces and their responsibilities in

managing these effectively.

Our risk management is organized along three

lines of defense. The first line of defense is

comprised of Trading, Technology and Operations.

These departments are critical for managing the

core processes within Flow Traders and they are

responsible for incorporating preventive and

detective controls into the day-to-day trading and

IT processes as well as for the continuous

monitoring of our systems and trading controls.

The second line of defense is responsible for

oversight and monitoring of risks, rules and

requirements. Risk, Compliance, Legal and Finance

manage risks through a combination of preventive

and detective controls. Together they are

responsible for the continuous risk management

of the Company.

On the second line we have the Financial & Capital

Risk Committee and the Non-Financial Risk &

Compliance Committee. The Financial & Capital

Risk Committee includes oversight reporting and

planning in relation to market, credit and treasury

risk within the Company. Whereas the Non-

Financial Risk & Compliance Committee reviews a

wide range of risks that are not directly related to

financial matters, such as business and strategic

risk, compliance and ethical risk, operational risk,

operational risk and technology risk.

The third line of defense is formed by Flow Traders’ Internal Audit function (IA). They provide independent and

objective assurance and advice on the adequacy and effectiveness of governance, risk management and control

systems. This helps to achieve the competent application of systematic and disciplined processes, expertise, and

insight. They report their findings to management and the governing body to promote and facilitate continuous

improvement. The IA carries out its audit work in accordance with the approved and implemented Group

Internal Audit Charter.

Enterprise risk management roles and responsibilities

The Board

Audit Committee / Risk & Sustainability Committee / Remuneration &

Appointment Committee / Trading & Technology Committee

Executive Directors and

Flow Traders senior leadership

Financial & Capital Risk

and Non-Financial Risk &

Compliance Committee

Global Heads / Local Heads

Regulator

1st line defense

2nd line defense

3rd line defense

Trading

Technology

Operations

Preventive

Risk

Legal

Detective

Compliance

Finance

Internal Audit

External Audit

FLOW TRADERS | ANNUAL REPORT 2024 27

The annual Risk Management Cycle follows

Risk Management Cycle

the ERMF

Every year the Executive Directors and senior

leadership establish strategic goals, generally in

November/December, subsequently the business

targets are set. Then, the Board approves both the

strategic goals and business targets.

Additionally, the Board is involved in the strategy

setting exercise. Based on these long-term goals,

short-term targets are determined. These targets are

then translated into annual Company-wide,

departmental and individual goals and discussed in

an annual meeting with senior leadership.

Based on the targets and objectives, the Executive

Directors and senior leadership formulates the risk

appetite of the Company. The targets, objectives and

risk appetite give direction to the various

departments within Flow Traders and are used to

derive the Company’s strategic risks.

Flow Traders’ Risk Management Cycle is used to

identify, manage and mitigate our financial, non-

financial and compliance risks. The Risk

Management Cycle consists of four recurring

activities: risk identification & assessment, risk

control, risk monitoring and risk reporting. The cycle

is designed and implemented to determine and

assess our risk, take mitigating actions to control our

risk, monitor the effectiveness and developments of

the taken measures and report findings and

effectiveness of all measurements and actions taken.

The Risk Management Cycle ensures that our

residual risk profile remains in line with our annual

set risk appetite and that emerging risks, changed

risk levels or non-effective controls are identified,

assessed and analyzed in a timely manner.

Risk identification

and assessment

Formulating risk

appetite

Strategic target and

objective setting

Risk reporting

Risk control

Risk monitoring

FLOW TRADERS | ANNUAL REPORT 2024 28

Risk reporting

Flow Traders has a Financial & Capital Risk

Committee and a Non-Financial Risk & Compliance

Committee that continuously assess the risks we face

in our business, and are comprised of our Global

Head of Risk and Compliance, the Executive

Directors and certain members of our senior

leadership.

Aside from regular communication, there are

quarterly Financial & Capital Risk and Non-Financial

Risk & Compliance Committee meetings. During

these meetings we discuss all risk assessments and

risk proposals related to position limits, strategies,

procedures, liquidity and capital requirements,

regulatory compliance, AML, incidents and market

developments. Any material change to our risk

profile, systems, strategies and limits must

subsequently be approved by the Financial & Capital

Risk and Non-Financial Risk & Compliance

Committees.

In addition to these standing Committees, we have a

Risk & Sustainability Committee, all members of the

Board are members. The Global Head of Risk and

Compliance informs the Risk & Sustainability

Committee about the effectiveness of the internal

risk management and control systems. This includes

the reasonable assurance that the aforementioned

systems do not contain any material inaccuracies.

The tasks of the Risk & Sustainability Committee

include supervision and monitoring, and advising the

Executive Directors, and Global Heads of Trading on

the operation of the Company’s internal risk

management and control systems. As well as

providing advice on the Company’s development,

performance, sustainability of its trading strategies

and reviewing the risk of the Company.

The annual Risk Management Cycle follows the below ERMF

Business model and strategy

Enterprise Risk Management Framework

Control environment

(design)

Assessment & Control

(implementation)

▪ Risk Policy

▪ Risk appetite

▪ Business structure

▪ Risk assessment

cycle

▪ Process and

controls

▪ Incident

management

▪ Risk heatmap

▪ Service level

alignment

▪ Standard operating

procedure

Reporting

Monitoring

▪ Internal Audit

department

▪ External Audit

department

▪ Communications

internally

▪ Communications

externally

▪ Annual Report

▪ ICARAP Report

FLOW TRADERS | ANNUAL REPORT 2024 29

Key risks detailed

Key financial risk

Liquidity risk

Liquidity risk management is vital to maintain a

robust financial institution. Liquidity risk is defined as

the risk that Flow Traders Ltd. cannot meet its

financial liabilities when they become due, at a

reasonable cost and in a timely manner. We have a

robust framework in place to manage liquidity risks,

as insufficient liquidity can pose an immediate threat

to the continuity of trading activities.

The liquidity risk framework includes, among others,

requirements and processes related to the

maintenance of the liquidity buffer, both in a

‘business-as-usual’ and under potential stress

situations. Furthermore, the framework contains

procedures to actively manage liquidity risk across

asset classes, countries, legal entities and in multiple

currencies. This includes taking into account

regulatory- and operational requirements for the

maintenance of adequate liquidity.

Furthermore, we define liquidity as the sum of excess

liquidity over the requirement (haircut) at our prime

brokers, as that is the basis for being able to facilitate

all funding and liquidity needs. Given our business

model as a market maker where we generally hedge

any position taken instantly, our key liquidity risk is

not so much in risking a significant loss, but rather in

not being able to cover the requirements our prime

brokers charge us. Therefore, our key liquidity risks

are those that affect either the total pool of liquid

assets we hold at our prime brokers and crypto

exchanges or the total requirement that our prime

brokers necessitate us to hold with them (haircut).

Market risk

Flow Traders is exposed to market risk arising from

trading positions in instruments that are price-

sensitive to various factors such as company

valuations, interest rates, FX rates, commodities and

digital asset prices. As a liquidity provider we

continuously provide bid and offer prices in multiple

product groups across multiple financial markets.

The bid and offer prices are calibrated such that the

expected value of the trades and the hedges are

positive while the resulting market risk is immaterial.

We have a multitude of trading desks which are

providing liquidity in various products and various

markets. The core business being equity and fixed

income products and the Company also trades FX,

commodities and digital assets. Each individual desk

trades (close to) delta neutral hereby ensuring total

market risk is therefore close to delta neutral.

Credit risk

Credit risk is the risk of a counterparty and/or issuing

institution involved in trading in or issuing a financial

instrument defaulting on its obligation. As part of our

credit risk framework, Flow Traders monitors

platform credit risk on a real-time basis against an

established credit risk limit. In addition, Flow Traders

has real-time monitoring on platform assets in- and

out-flows to be able to anticipate on a platform

insolvency event. Furthermore, funding is spread

across multiple platforms and counterparties

ensuring a diversified allocation that greatly limits

the impact of a possible credit risk or liquidation

event. The Company manages credit risk through its

Risk and Mid-Office department that provide specific

guidelines, rules and procedures for identifying,

measuring and reporting credit risk. Policies include

amongst others:

▪ limits for individual product types;

▪ limits per counterparty;

▪ limits on the duration of the exposure;

▪ limits for settlement types;

▪ strict monitoring procedures for late settlements.

Throughout 2024, improvements were made within

the digital asset space noting enhancements of the

credit risk framework including the establishment of

a centralized view of all credit limits and automation

of limit breaches and alerts.

Business and strategic risk

Concentration risk (Market business risk)

Our NTI and profitability are primarily a function of

the level of trading activity, or trading volumes, in the

financial instruments in which we trade, and the bid-

ask spreads (which largely determine the profit on

the trade, or margins, we capture).

Trading volumes in securities, derivatives, currencies,

commodities, cryptocurrencies and other financial

instruments on exchange and on other trading

venues are directly affected by factors beyond our

control, including economic and political conditions,

broad trends in business and finance, regulatory

requirements, actions by central banks, and changes

in the markets in which such transactions occur.

To cope with periods of low market activity, we have

diversified our trading into different products and

markets. This is to safeguard that we are not overly

dependent on market activity in one particular asset

class or product type.

FLOW TRADERS | ANNUAL REPORT 2024 30

Compliance and ethical risk

Flow Traders continues to be a strong driver of

effective, efficient and equal regulation and we

contribute to the regulatory dialogue in our key

jurisdictions to campaign for markets to be fair,

transparent and functioning in an orderly manner.

Financial crime risk

We are committed to complying with all relevant

laws and regulations that apply to us, wherever we

operate. Especially important are the rules around

anti-corruption, anti-bribery and anti-money

laundering.

We also have anti-bribery, anti-corruption and anti-

money laundering policies in place that apply to all

our employees. We expect our counterparties,

business partners, intermediaries, contractors and

subcontractors to adhere to the same standards. We

believe that the risk of bribery or corruption is very

limited as we do not hold or manage client money or

assets. We trade financial instruments for our own

account and own risk only. We do not maintain

production facilities or source raw materials.

Nevertheless, our employees receive regular training

in anti-bribery, anti-corruption and anti-money

laundering practices, as the Board would like to

reinforce the importance of these policies.

As part of our compliance framework, we also follow

stringent KYC process as part of our onboarding of

new counterparties and projects.

Regulatory compliance risk

We trade with institutional counterparties and do

not provide investment services or ancillary services

to third parties; our markets and nearly all aspects of

our business are highly regulated. Where applicable,

entities forming part of our Company have obtained

the regulatory licenses and approvals needed to

operate their regulated businesses.

Flow Traders’ trading operations are established in

three international jurisdictions, Amsterdam, New

York and Hong Kong/Singapore with branch offices

established in London, Milan, Paris, Chicago and

Shanghai. As a Company, we currently trade on 180+

exchanges and trading venues worldwide as well as

operating on numerous other venues through our

brokers. Our regulatory landscape is broad as we

have to comply not only with our local regulations,

but also the trading rules of all venues on which we

trade.

Legislators and regulators globally continue to

closely supervise the financial markets in which we

operate. This places significant demand on Flow

Traders to maintain a professional, well-structured

and compliant organization.

The Compliance, Risk and Operations departments

have implemented controls, internal rules and

processes that have been systematically developed

following applicable regulatory requirements,

guidelines from market authorities, and industry best

practices.

Actual or alleged non-compliance with applicable

laws or regulatory requirements could adversely

affect our reputation and in turn our long-term

profitability and future business prospects. This may

also be the case to a lesser degree for differences in

interpretation or lack of timely or complete

implementation of regulatory requirements.

Sanctions could include fines, penalties,

disgorgement and censures, suspension or expulsion

from trading venues or the revocation or limitation of

licenses.

We aim to minimize such risks by focusing

considerable management attention to choose the

most appropriate strategic approach. We employ

highly-qualified compliance and risk professionals to

allow the deployment of staff training; to efficiently

update of our monitoring and reporting systems; and

to be able to continuously evaluate the impact of

current and upcoming regulations on our operations

to find the optimal path to evolve our processes.

Notwithstanding such efforts and given the highly

regulated nature of our business, we remain subject

to routine (and more targeted) inquiries and audits

from our global regulators and our trading venues.

In the course of 2023, Flow Traders B.V. received an

information request by the Authority Financial

Markets (AFM) to investigate compliance with the

Dutch Financial Supervision Act (Wft). Flow Traders

duly provided all required documentation and

complied in full with the request. In early 2024, the

AFM notified Flow Traders that no formal

proceedings would take place pursuant to this

request. In parallel, the AFM and the Dutch Central

(DNB) requested further information in order to

investigate compliance with the Dutch Money

Laundering and Terrorist Financing (Prevention) Act

(WwFT). This information was delivered in full in the

first half year of 2024.

As of 31 December 2024, the investigation made

significant progress, with the DNB issuing their final

findings, which were deemed sufficient with

comments. In early 2025, the AFM detailed their

findings from the investigation under the WwFT.

Currently, the AFM is not proceeding with imposing

any formal measures against Flow Traders BV. We

remain committed to implementing measures to

address and resolve any identified shortcomings and

findings and further strengthening our controls.

FLOW TRADERS | ANNUAL REPORT 2024 31

Conduct risk

Given the highly interconnected nature of the

financial markets ecosystem we are a part of, we

recognize that should any of the risks referenced

within this section materialize, there could be a

negative impact on various external third parties.

Specifically, market and operational risk events could

negatively impact key parties within our value chain,

namely our counterparties and our prime brokers.

This could limit our counterparties’ ability to trade

with us or to do settlement trades effectively on a

timely basis. Moreover, the various prime brokers we

work closely with could also be exposed to similar

risks.

We believe that each employee has an individual and

collective responsibility for ensuring an honest and

ethical business conduct within our Company.

Therefore, our Code of Conduct, forms part of our

employment documentation.

Ensuring adherence with our Code of Conduct is the

responsibility of the Executive Directors and the

senior leadership. Any reported potential breaches

are investigated fully by members of our senior

leadership team in accordance with existing clearly

laid out procedures and policies. Our Code of

Conduct can be found on our website.

In addition to our culture of openness, transparency

and participation, we also have detailed

Whistleblower Policy in place for all employees and

relevant contractors, approved by our Executive

Directors.

The Whistleblower Policy also provides any

whistleblower with anonymity, confidentiality, and

the Company will not impose sanctions on disclosure

(or affect an employee’s legal position) when the

employee reports a suspected misconduct in good

faith, unless the employee is involved in the issue

that is being reported. We respect a non-retaliation

approach when a suspected misconduct is reported.

Our Whistleblower Policy can be found on our

website.

Operational risk

Business continuity risk

Operational risk is defined as the risk of loss arising

from inadequate or failed internal processes, people,

systems or external events. Operational risk

management is an integral part of our risk and

control systems. Our operational risk is dominated by

technology-related events at our exchanges and

clearing members. Therefore, the level of our

investment in technology is important to mitigate

those associated risks as well as having resilient and

robust internal systems and controls.

We operate an integrated, in-house developed, high-

performance and customized technology platform

with frequent and controlled deployments of new

hardware and software.

Our infrastructure has a modular design which

allows us to rapidly test and implement

improvements in both hardware and software on an

ongoing basis. Controlled releases of hardware and

software enhancements provide for minimal

disruption to our business.

The environment in which our trading software (or

updates of our trading software) is being developed

is strictly separated from the environment in which

such trading software operates in production. Access

to the source code is strictly controlled and limited.

Prior to any releases relating to our trading software,

or an update into our production environment, any

element of our trading software is subjected to a

review of its code, testing in a development

environment that is separate from our production

environment. Furthermore, validation occurs on

limited production (processing a strictly limited

number of trades) and on one trading desk in

respect of trading a single financial instrument,

followed by more extensive testing across multiple

desks and/or trading multiple financial instruments.

Each step must be completed before the next and

also appropriately documented.

We have a monitoring system in place to control

undisrupted trading activities in real time. Multi-layer

monitoring is employed to avoid errors. When an

error does occur, the relevant teams are immediately

notified via multiple different channels. We rely on

multiple third-party service providers for business

and market data, which is a key part of what is

monitored.

Our risk management system is fully integrated with

our proprietary technology platform, analyzing real-

time pricing data, and is designed to ensure that our

order activity is conducted within strict

predetermined trading and position limits. For

example, our pre-trade [risk] controls are designed to

prevent the trading engines from sending quotes

that deviate from our predefined risk parameters.

These include price and volume limits, which are

independently set and monitored by our Risk

function. This keeps our ordering, trading and

positions well within our preset tolerance levels. Our

post-trade monitoring tools include trade-level

reconciliation of prices and positions against those of

our exchanges and prime brokers.

Our IT systems are regularly subjected to penetration

tests by external experts. We have a comprehensive

IT security system that is designed to protect us from

attacks both from internally and externally.

FLOW TRADERS | ANNUAL REPORT 2024 32

Where we have a technical interface with institutions

such as our prime brokers and exchanges, the

integrity of the connection between the systems and

the data that is being exchanged is subject to prior

conformance testing and continuous monitoring.

Unexpected deviations are flagged and investigated.

We also have a disaster recovery plan in place which,

we continuously review to ensure it adequately

captures relevant scenarios.

We use risk-based onboarding procedures before we

start trading on any new platforms, including

platforms designated for trading digital assets. While

many of these platforms remain unregulated, many

have strongly improved their own onboarding

procedures and counterparty identification

procedures. While we believe our own procedures

are strong, the unregulated status of these platforms

and their location in emerging economies makes

them inherently less institutionalized and supervised

than regulated platforms in developed economies.

We therefore subject these platforms to increased

monitoring and due diligence.

Technology risk

While the firm’s foundation is technology-driven,

these risks and impacts are reflected and linked with

the above categories. Specifically, under technology

risks, we have carved out cyber risks to highlight a

key component that the firm considers high priority.

Cyber security risk

Cyber security is the risk of not protecting computer

systems, networks and data from digital attacks,

unauthorized access and therefore posing damage

or disruption to the firm.

Cyber security risk management is the process of

identifying, analyzing, evaluating, and addressing an

organization's cyber security threats. The goal is to

protect the organization's information systems from

cyber attacks and data breaches while minimizing

potential damage. The cyber security risk category

was established together with the formalization of

the risk appetite in 2024 to ensure a more focused

approach to mitigating related cyber and

information security risks.

Over 2024, the firm has put in extensive efforts

throughout multiple departments to ensure

compliance with the Digital Operational Resilience

Act (DORA) in force from January 2025. Whilst not all

secondary legislative acts and regulatory guidelines

are complete and implemented, the firm at this

moment believes to be compliant with the DORA

regulation.

Internal Audit (IA)

The IA function seeks to enhance and protect

organizational value by providing risk-based and

objective assurance, advice, and insight. An effective

IA contributes to strong internal controls and to a

robust governance structure, which can address key

structural risks.

The scope of IA's work includes the examination and

evaluation of the adequacy and effectiveness of our

risk management, control and governance

processes. It also includes quality assurance work

reviewing our performance in carrying out assigned

responsibilities to achieve our stated goals and

objectives.

Our Group IA Charter defines the IA’s purpose,

authority, responsibility and position within the

organization. This charter is aligned with the

Corporate Governance Code and with guidance

provided by the Institute of Internal Auditors (IIA).

The IA function is an integral part of our reporting

cycle. The IA function reports to the Audit Committee

and to the CEO. It aligns its efforts with our external

auditor and reports its audit results to the Board, the

Audit Committee and informs the external auditor.

The Board assesses the way in which the IA function

fulfills its responsibility annually and takes the

opinion of the Audit Committee into account.

Flow Traders IA function conforms to the

International Professional Practice Framework (IPPF)

of the IIA.

FLOW TRADERS | ANNUAL REPORT 2024 33

Sustainability

information

Double materiality assessment

Environmental footprint

EU Taxonomy

Sustainable employment

Good governance

FLOW TRADERS | ANNUAL REPORT 2024 34

Sustainability information

General basis of preparation for the

sustainability information

The sustainability information in this Annual Report

covers the material topics identified following our

2024 Double Materiality Assessment (DMA).

It provides an overview of Flow Traders’ metrics from

1 January 2024 to 31 December 2024. This report

complies with the Non-Financial Reporting Directive

(NFRD) and the EU Taxonomy Regulation.

Flow Traders has volunteered to not report under

Corporate Sustainability Reporting Directive (CSRD)

as it is not transposed in Dutch law. We continue to

monitor developments in relation to the adoption of

the CSRD within Dutch legislation and the

implications of the European Commissions’ Omnibus

Announcement in February 2025.

Governance of sustainability matters

We have established a governance structure that

oversees the rollout of our ESG priorities, along with

their associated impacts, risks, and opportunities

(IROs).

We manage sustainability through this structure that

spans multiple organizational levels, ensuring

accountability and execution. This includes the

Board, the Risk & Sustainability Committee, the ESG

team, theme owners, KPI action owners, and other

topical experts.

Sustainability expertise

Collectively the Board has a sufficient level of

knowledge of sustainability to oversee its

governance. Please see the skills and expertise

matrix in the Board composition section of the Board

report.

Risk management of sustainability matters

Sustainability and environmental risk are defined in

our internal policies as the risk that ESG (related)

issues or events will impact the entity financially,

non-financially and/or in the realization of strategic

objectives of the entity. Our leadership is charged

with monitoring the sustainability and

environmental risks via the Enterprise Risk

Management Framework. Environmental and

sustainability risks are monitored by our second line

of defense.

FLOW TRADERS | ANNUAL REPORT 2024 35

Double Materiality Assessment (DMA)

The DMA serves as the foundation for prioritizing the

sustainability matters most relevant to us and our

stakeholders.

Our stakeholders include individuals and groups

affected by our activities, those with a (in)direct

interest in our operations and value chain,

comprising of our end-to-end operational partners

such as exchanges, counterparties, prime brokers

etc, and those who influence our long and short term

success.

Materiality framework five step approach

Assessing and

determining the

materiality of IROs

Identifying IROs

Understanding

the context

Define the value

chain, identify the

affected

stakeholders and

other relevant

parties to determine

the audience of the

sustainability

information.

Leveraging business

knowledge, internal

expertise, stakeholder

insights, and other

sources to identify

positive and/or

negative IROs.

Each sustainability

and business specific

topics are assessed

and scored based on

their impact and

financial materiality.

These scores are used

to set the materiality

threshold.

How we identify our material topics

Our materiality framework consists of five steps to

assess the effect of our business on the environment

and society, as well as the reverse. The DMA

concludes the following: (1) Flow Traders’ most

material impacts are related to our people and

environment, and (2) the key sustainability-related

risks and opportunities stem from our own

operations and stakeholders within our value chain.

Stakeholder

validation

Strategy

development

Every three years,

we conduct a survey

to validate our

material topics by

our stakeholders,

such as employees,

leadership,

shareholders,

counterparties and

suppliers on key ESG

matters.

The results of the DMA

serve as input for the

sustainability priorities.

Material issues are

grouped into themes

and connected to value

drivers to keep focus on

significant impacts.

Stakeholder engagement

We are committed to ongoing stakeholder

engagements which includes ESG strategic theme

owners, business experts, and the ESG team. Our

Stakeholder Engagement Policy outlines our key

principles for engagement.

Our engagement efforts span dialogues with

investors, financial market associations, and partners

across our value chain, as well as ESG-related

questionnaires received from these stakeholders.

These engagements have provided insights into the

evolving classification and standardization of data for

sustainable investment products, including the

Sustainable Finance Disclosures Regulation (SFDR)

and EU Taxonomy legislation. Additionally, they have

highlighted the growing financial impact of cyber

security risks, particularly in the context of

compliance with the Digital Operational Resilience

Act (DORA) and the rising frequency of external

cyber threats.

FLOW TRADERS | ANNUAL REPORT 2024 36

Preparation of the 2024 sustainability

information

Our materiality framework is designed to reflect the

requirements from, among others, the European

Sustainability Reporting Standards (ESRS), DMA

guidance and industry best practices. We conduct a

comprehensive DMA every three years,

supplemented by annual reviews our material topics

in light of new insights, evolving stakeholder

expectations, shifts in the regulatory landscape, and

the progress we have achieved.

In late 2023, we completed a comprehensive

materiality assessment based on double materiality

principles.

The assessment leveraged ESRS, entity-specific

considerations and industry-leading practices. The

DMA includes the impact and financial materiality to

address societal, business conduct and

environmental impacts as well as the financial

implications of sustainability-related risks and

opportunities.

Flow Traders material topics


Topical standards		Material topics
Environment		Theme 1: Environmental footprint
ESRS E1 Climate change		Impact materiality
	1	Renewable energy
	2	Scope 2 GHG emissions
	3	Scope 3 GHG emissions
Social		Theme 2: Sustainable employment
ESRS S1 Own workforce		Impact materiality
	4	Diversity
	5	Employment and inclusion of persons with disabilities
	6	Training and skills development
	7	Employee support programs
		Impact & financial materiality
	8	Privacy
Entity specific (S1)		Impact & financial materiality
Entity specific (S1)	9	Employee engagement survey
Governance		Theme 3: Good governance
ESRS G1 Business conduct		Impact materiality
	10	Anti-bribery and corruption
	11	Anti-trust (Competition law)
	12	Due diligence
	13	Corporate culture
		Impact & financial materiality
	14	Political influence and lobbying
Entity specific (G1)		Impact & financial materiality
	15	Cyber security
	16	Taxation

FLOW TRADERS | ANNUAL REPORT 2024 37

Metrics and objectives

Our Company strategy aligns capital resources with our business activities and maps them to our financial priorities and the ESG priorities identified in our DMA. For each,

we have developed performance indicators to track progress toward our long-terms goals. We aim to deploy our capital effectively, maximizing potential value and

minimizing negative impacts whenever possible. Our ongoing commitment is to continuously enhance value for our stakeholders and contribute to the United Nations’

Sustainable Development Goals (SDGs).


Theme	No.	Ambitions	Metrics and objectives	SDGs
Environmental footprint	i	Renewable energy consumption at offices in Amsterdam, Hong Kong and New York	Full renewable energy consumption for Amsterdam and New York offices by 2030. Full renewable energy consumption for Hong Kong office by 2035
	ii	Reduction of scope 1 and 2 emissions	42% reduction from 2023 emissions
	iii	Reduction of scope 3 emissions at data centers by 2030	50% reduction from 2023 emissions

Sustainable employment	i	Employee engagement score	Par with true benchmark (annually)
	ii	Diversity, equity and inclusion threshold levels	Annually, achieve threshold target levels from DE&I Policy
	iii	▪ Strive to have more than 20% of world’s nationalities working at Flow Traders ▪ Strive to have at least 1/3 female and 1/3 male Non-Executive Directors ▪ Strive to have at least one female and one male Executive Director ▪ Flow Traders senior management team reflects the total workforce gender distribution	Annually, achieve threshold target levels from DE&I Policy

Good governance	i	Compliance awareness score	Annually achieving 100%

FLOW TRADERS | ANNUAL REPORT 2024 38

Environmental footprint

We believe that everyone should contribute to

reducing their Greenhouse gases (GHG) footprint

and that all efforts, no matter how small, brings us

closer to a sustainable and thriving planet.

Establishing environmental footprint priorities with

clear and achievable objectives is a critical step

towards a sustainable future.

Our environmental priorities

We are committed to supporting the global

transition toward a sustainable, climate-neutral

economy by minimizing our environmental impact.

To this end, we are committed to reducing the

environmental footprint of our business operations.

Our business activities do not involve manufacturing,

so our GHG footprint is relatively low. Most of our

electricity consumption is tied to office operations,

including lighting, temperature control, and

electronic devices. In terms of carbon footprint, we

identify three impact areas:

▪ The indirect scope 2 GHG emissions from the

electricity consumption in our offices

▪ The indirect scope 3 GHG emissions from business

travel (cat. 6) and employee commute (cat. 7)

▪ The indirect scope 3 GHG emissions from our data

center services suppliers (cat. 1)

Our direct scope 1 GHG emissions from fossil fuels are

minimal. Our office buildings use electricity for

heating. Our focus begins with what we can directly

control: decarbonizing our own operations. Looking

ahead, climate action will be essential for partnering

with high-value, reputable chains, making a well-

defined strategy with realistic objectives crucial to

our ambition.

Challenges we face

Our operations span ten locations across three

continents, EMEA, APAC, and the Americas, with key

hubs in Amsterdam, Hong Kong, and New York.

Additionally, we operate branch offices in London,

Cluj, Milan, Paris, Shanghai, Singapore, and Chicago.

When it comes to the environmental GHG footprint

of our operations, the majority of our impact comes

from our three largest offices (Amsterdam, Hong

Kong and New York), which house approximately

90% of our workforce. In developing our environment

priorities, we encountered two key challenges:

▪ Regional discrepancies in environmental

reporting: In Europe, environmental reporting has

been a focus for many years, gaining even more

attention with the CSRD legislation. However, in

other regions, we encounter varying levels of

maturity in CO2 measurement and reporting

▪ Access to renewable energy: The availability of

renewable energy differs greatly across our

regions

These challenges highlight the complexity of

reporting and the reduction of our emissions due to

our reliance on third-parties, yet they drive us to find

innovative solutions as we work towards a more

sustainable future.

Climate change transition plan

We conducted a resilience analysis in 2024. We are

committed to supporting the transition to a low-

carbon economy by reducing our environmental

footprint and enhancing climate resilience. Key

elements of our transition plan includes:

▪ Renewable energy adoption: We are working with

landlords to transition to 100% renewable

electricity, reducing the carbon footprint in our

offices in Amsterdam, New York and Hong Kong

▪ GHG emissions reduction: We aim to reduce

scope 1 and 2 emissions by 42% by 2030, primarily

through phasing out fossil fuel company car and

enhancing energy efficiency in our office

operations

▪ GHG emission reduction: Our objectives for our

data centers are to increase our share of

renewable energy at each location

▪ Climate risk assessment: Through climate

scenario analysis, we evaluate physical and

transition risks to our operations

▪ Stakeholder engagement: We collaborate with

key stakeholders to drive sustainability initiatives,

integrating climate considerations into decision-

making

Policies related to environmental footprint

While we have not yet formalized a dedicated

environmental policy, we are actively implementing

climate-related actions to reduce our environmental

footprint.

FLOW TRADERS | ANNUAL REPORT 2024 39

Environment metrics

Breakdown of scope 1, 2 and 3 emissions


(Unit: t CO2e)	2023	2024
Scope 1 GHG emissions
Gross scope 1	233 tCO2e	10 tCO2e

Scope 2 GHG emissions
Gross location-based scope 2	—	2,010 tCO2e
Gross market-based scope 2*	966 tCO2e	692 tCO2e

Significant scope 3 GHG emissions
Cat. 1 – Purchased services and goods (including data centers server space)	1,138 tCO2e	1,227 tCO2e
Cat. 5 – Operational waste (Amsterdam only)	0 tCO2e	192 tCO2e
Cat. 6 – Business travel	1,293 tCO2e	1,332 CO2e
Cat. 7 – Employee travel (Amsterdam only)	527 tCO2e	98 tCO2e

Total scope 1 & 2 GHG emissions
Total location-based emissions	0 tCO2e	2,020 tCO2e
Total market-based emissions*	1,199 tCO2e	702 tCO2e

GHG emissions intensity - location based (per net revenue)**		4 CO2e
GHG emissions intensity - market based (per net revenue)**		2 CO2e

The Company relies on estimates and assumption in the consolidated reported numbers above. They are derived from various sources, and the methods for processing data vary across our operating subsidiaries and departments. This creates a degree

of uncertainty due to limitations in measuring and estimating data. We are continuously working to improve our sustainability data control environment and collection processes. See chapter About Sustainability information.

* The emissions for Scope 2 reported for 2023, amounted 966 tCO2e, were originally reported under the location-based method. This figure has now been corrected to market-based emissions. The total Scope 1 reported for 2023 remains unchanged,

amounted to 233 tCO2e. The total market-based emissions equals 1,200tCO2e.

**Net revenue equals the net trading Income (NTI in euros) in the Consolidated Financial Statements of Profit and Loss, and also see in note 11 NTI.

Breakdown of scope 1 and 2 emissions by amount of energy

consumption and mix


Energy consumption and mix (Unit: in MWh)	2023	2024
(1) Fuel consumption from coal and coal products		0 MWh
(2) Fuel consumption from crude oil and petroleum products		7 MWh
(3) Fuel consumption from natural gas		41 MWh
(4) Fuel consumption from other non-renewable sources		0 MWh
(5) Consumption from nuclear products		0 MWh
(6) Consumption of purchased or acquired electricity, heat, steam, and cooling from non renewable sources		1,512 MWh
(7) Total non-renewable energy consumption		1,560 MWh
Share of non-renewable sources in total energy consumption (%)		27%

(8) Fuel consumption from renewable sources (including biomass, biogas, non-fossil fuel waste, renewable hydrogen, etc.)		0 MWh
(9) Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources		4,284 MWh
(10) Consumption of self-generated non-fuel renewable energy		0 MWh
(11) Total renewable energy consumption		4,284 MWh
Share of renewable sources in total energy consumption (%)		73%

Total energy consumption		5,844 MWh

FLOW TRADERS | ANNUAL REPORT 2024 40

EU Taxonomy

The EU Taxonomy is a centerpiece of the EU actions

to support the transition to a sustainable economy, in

which the financial sector plays a vital role. It aims to

provide a basis for harmonized and comparable

disclosures related to economic activities that

qualifies as environmentally sustainable.

To provide investors meaningful information about

the ESG performance of an investment or fund, we

believe that an international applied Taxonomy

framework, unified definitions and an open-access

data source are key for the practical implementation

of the EU Taxonomy.

Environmental objectives

The EU Taxonomy is a classification system used to

determine, and report on, which activities are

sustainable. For corporate activities to be considered

sustainable under the Taxonomy, they must:

▪ Substantially contribute to at least one of the six

environmental objectives per the Technical

Screening Criteria (TSC) defined in the Regulation;

▪ Do no significant harm to any of the remaining

five environmental objectives

▪ Comply with the minimum social safeguards

Applicable reporting requirements

Reporting requirements for Flow Traders: In

compliance with section 2.4. of Annex VII Disclosures

Delegated Act (DDA), investment firms should

compute the GAR for their services and activities

dealing on own account by relying on the turnover

KPI and CapEx KPI of investee undertakings for each

environmental objective.

The calculations for the turnover-based and CapEx-

based KPIs of investee companies are specified per

type of investee company in Annex VII DDA, section

2.4., third paragraph, points (a) to (e). The KPIs for

investment firms’ activities other than dealing on

own accounts should be calculated mutatis

mutandis using turnover-based and CapEx-based

KPIs of counterparties of their clients (Annex VII DDA,

section 3.3.).

Data availability

We conducted a data assessment to gain an

overview of the required data points needed for Flow

Traders’ EU Taxonomy GAR disclosure. Our

assessment consists of five steps, each with detailed

procedures to evaluate the feasibility of such

reporting:

▪ Step 1: Understanding the GAR calculation

▪ Step 2: Understanding the data points and other

data requirements

▪ Step 3: Assessing the feasibility of obtaining the

required the data points

▪ Step 4: Testing the Flow Traders’ EU Taxonomy –

KPI GAR reporting

▪ Step 5: The use of data sets from external data

providers

Based on this comprehensive assessment, we

conclude the following: Flow Traders is entirely

dependent on external (market) data providers to

compile the GAR reporting. We have reached out to

our market data provider for EMEA ETPs and ETFs,

however our assessment into the available market

data shows that the portion of relevant data for GAR

and EU Taxonomy-aligned activities is very limited.

Only a fraction of the ‘assets held for trading’ are

covered by available data. Given the novelty and

evolving nature of sustainability-related disclosures –

where the EU, US, and Asia are progressing at

different paces – we believe that the EU Taxonomy

KPI, despite its limitations, should be accompanied

by contextual information to facilitate the

appropriate interpretation of disclosures made by

market makers.

In light of this, we strongly advocate that the

European Commission revisit the scope and KPIs of

financial undertakings, distinguishing between

investment firms dealing on their own account that

a) have a direct influence on investment strategies

and b) those that do not take such positions.

Our 2024 EU Taxonomy reporting

As a result, Flow Traders is unable to meet the EU

Taxonomy reporting requirements. For the 2024

Annual Report EU Taxonomy disclosure, Flow Traders

will report a ‘zero value’ for Green Asset Ratio (GAR)

and EU Taxonomy-aligned activities.

This conclusion is based on the EU Commission

Notice dated 21 December 2023, which provides

guidance on handling data constraints in FAQ point

5: ‘What should financial undertakings report if

counterparty entities’ KPIs are not publicly available

or are inaccurate?’

In compliance with Article 8(4) of the Disclosures

Delegated Act, financial undertakings must use the

most recently available information and KPIs of their

counterparties for their Taxonomy-alignment

reporting. However, when such KPIs are not publicly

or readily available, financial undertakings are

encouraged to contact those counterparties. If,

despite efforts, relevant KPIs cannot be obtained or

remain unfit, or if KPIs from previous years are also

unavailable, the exposure should be considered non-

eligible or not aligned. In such cases, financial

undertakings are to enter a ‘zero value.’

FLOW TRADERS | ANNUAL REPORT 2024 41

Table: 0. Summary of KPIs to be disclosed by investment firms under Article 8 Taxonomy Regulation


0. Summary of KPIs to be disclosed by investment firms under Article 8 Taxonomy Regulation		Total environmentally sustainable assets	KPI (turnover KPI of the counterparty)	KPI (CapEx KPI of the counterparty)	% Coverage (over total assets)
Unit		in EUR	in EUR	in EUR	%
Main KPI (for dealing on own account)	Green asset ratio 0%	0	0	0	0

Table: 1. KPI IF – Dealing on own account services


	Total (Thousands EUR)	Of which covered by the KPI (Thousands EUR)	Climate Change Mitigation (CCM)				Climate Change Adaptation (CCA)				Water and marine resources (WTR)				Circular economy (CE)
			Of which assets covered by the EU Taxonomy (%) (Taxonomy-eligible)				Of which assets covered by the EU Taxonomy (%) (Taxonomy-eligible)				Of which assets covered by the EU Taxonomy (%) (Taxonomy-eligible)				Of which assets covered by the EU Taxonomy (%) (Taxonomy-eligible)
				Of which linked to activities aligned with the EU Taxonomy (%) (Taxonomy-aligned)				Of which linked to activities aligned with the EU Taxonomy (%) (Taxonomy-aligned)				Of which linked to activities aligned with the EU Taxonomy (%) (Taxonomy-aligned)				Of which linked to activities aligned with the EU Taxonomy (%) (Taxonomy-aligned)
					Of which transitional (%)	Of which enabling (%)			Of which transitional (%)	Of which enabling (%)			Of which transitional (%)	Of which enabling (%)			Of which transitional (%)	Of which enabling (%)
Total assets invested under investment firms' activities dealing on own account (as per Section A of Annex I to Directive 2014/65/EU)	12,901,266	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Of which: on own behalf	6,118,987	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Of which: on behalf of clients	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a


	Pollution (PPC)				Biodiversity and Ecosystems (BIO)				TOTAL (CCM+CCA+WTR+CE+PPC+BIO)
	Of which assets covered by the EU Taxonomy (%) (Taxonomy-eligible)				Of which assets covered by the EU Taxonomy (%) (Taxonomy-eligible)				Of which assets covered by the EU Taxonomy (%) (Taxonomy-eligible)
		Of which linked to activities aligned with the EU Taxonomy (%) (Taxonomy-aligned)				Of which linked to activities aligned with the EU Taxonomy (%) (Taxonomy-aligned)				Of which linked to activities aligned with the EU Taxonomy (%) (Taxonomy-aligned)
			Of which transitional (%)	Of which enabling (%)			Of which transitional (%)	Of which enabling (%)			Of which transitional (%)	Of which enabling (%)
Total assets invested under investment firms' activities dealing on own account (as per Section A of Annex I to Directive 2014/65/EU)	0	0	0	0	0	0	0	0	0	0	0	0
Of which: on own behalf	0	0	0	0	0	0	0	0	0	0	0	0
Of which: on behalf of clients	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a

FLOW TRADERS | ANNUAL REPORT 2024 42

Sustainable employment

As society evolves, so does our Company. Over the

past two decades we have grown into a global

trading firm with an entrepreneurial spirit. We strive

to continuously understand and address the needs of

our team, always focusing on enhancing our culture

and making Flow Traders the best place to work.

We are committed to fostering an international,

diverse, and empowering environment centered on

teamwork, collaboration, and talent development. To

sustain our business success, it is essential that our

employees take pride in being part of our Company

and feel connected to our goals. Every individual

plays a vital role, and our leadership is dedicated to

providing clear direction and recognizing top talent.

How we can contribute - our people strategy

The competition for talent in the labor market is

Employee experience journey

intense, especially for the individuals we want to

attract and retain. Therefore, keeping our best talent

on board is critical. The need to foster engagement

across our employee base and ensure a diverse and

inclusive work environment has become more

important. We prioritize retention while at the same

time focus on attracting new talent. This is how we

deliver on our ‘People’ mission; ‘Empower the best to

become even better’.

Our vision for sustainable employment reflects our

Attracting the best

talent and hire the

best fit.

Recruitment

long-term commitment to our people. We want our

workforce to deliver added value to our Company,

while also experiencing personal growth and

fulfillment.

Our approach to realizing this long-term ambition is

captured in our people strategy. Our Human

Resources and Recruitment (HRR) team focus on

three pillars:

▪ Attraction of new talent

▪ Retention of the best talent

▪ Culture that unifies our ambitions

We want to offer our workforce the best possible

employee experience, and empower them to thrive

and feel truly valued. Employee experience is rarely a

straight line, as individuals are at different stages in

their journeys and have varying needs. We offer

multiple career paths and provide a range of tools to

support our employees in navigating their careers.

Develop the skills

and knowledge

required for their

job.

Make our

workforce feel

welcome and

connected.

Learning

Onboarding

Evaluate employee feedback and performance review

Recruitment

In the demanding and regulated financial market,

where technology is key, our selection process is

rigorous. Our recruitment approach, particularly for

trading roles, is focused on graduates, as we believe

in cultivating talent from the ground up. We view

recruitment as a dynamic, ongoing process that we

continuously refine, enabling us to quickly adapt to

evolving business demands and the needs of our

people. We actively participate in:

▪ Campus visits

▪ University career fairs and workshops

▪ In-House Business Courses for students to

experience trading

▪ Partner with student associations

Development

pathways for

advancement and

opportunities.

Growing

Become part of

the leadership and

inspire others.

Leading

FLOW TRADERS | ANNUAL REPORT 2024 43

Onboarding

A positive onboarding experience is essential for

building a sense of connection, ensuring a smooth

transition, and enhancing retention. Our onboarding

program is a two-week introduction designed to

welcome new colleagues, immerse them in our

purpose and values, and provide insight into how

different parts of the business operate. It is also an

opportunity for new hires to connect with others who

are starting their journey with us. For those

relocating to our offices from abroad, we provide

comprehensive support to help them feel at home

quickly.

Learning

To cultivate a culture that inspires innovation and risk

awareness, we must ensure that our people have

access to the right knowledge at the right time. That

is why we established the Flow Academy, our in-

house learning and development center, designed to

provide tailored training for our Technology, Trading,

and Business Support teams.

For new graduates, we offer the Digital Assets Talent

Program and an extensive Graduate Trading

Program, both of which accelerate their learning

curve and enhance their experience. These programs

include continuous support from dedicated mentors,

focus on technical expertise but also on personal

development.

Given the collaborative and innovative nature of our

business, most of our training occurs on the job. We

champion the 70-20-10 approach to learning, where

70% is gained through on-the-job experiences, 20%

through coaching, and 10% through structured

training courses. This approach ensures that our

people are constantly learning, developing, and

ready to drive our success forward.

Growing

We empower our people to take charge of their

personal development, pursue their career

ambitions, and thrive by actively listening to their

needs and offering personalized growth

opportunities. Our success as an organization is

intrinsically linked to the well-being and fulfillment of

every individual on our team.

We also encourage our employees to explore

rotational opportunities across different offices,

allowing them to expand their horizons, collaborate

with diverse teams, and enhance their capabilities. To

foster continuous development, we offer a wide array

of company-wide and tailored training opportunities.

Leading

We operate in a world defined by volatility and

complexity. To navigate these challenges, we need

leaders who possess strong business acumen and

excel in people leadership, embodying our Company

values with authenticity. True leadership is about

providing our people with a clear vision of where we

are headed, inspiring them to contribute to our

success and make a meaningful impact.

As we continue to evolve the need for clarity in roles

and expectations becomes even more critical. Our

leaders play a vital role in defining these expectations

for their teams while also being transparent about

their own responsibilities. We invest in our future

leaders through targeted leadership programs and

fast-tracking the careers of our most promising

managers. These programs equip our managers with

the skills and competencies needed to excel in their

roles and lead with confidence.

Succession planning is a key part of our strategy,

identifying top talent who have the potential to step

into critical leadership roles in the future. This

ensures we are always prepared for the next section

of our growth, with a pipeline of leaders ready to

guide us forward.

Challenges we face

Across our business, we have implemented targeted

programs that empower our people to take charge

of their development and career aspirations while

enabling leaders to guide our growth. We have

succeeded in creating a positive work environment

where employees feel valued, and strong cross-team

collaboration is the norm. However, despite these

achievements, we still can make improvements in

several key areas.

We see enhancing the employee experience as a

continuous journey, evolving along the changing

needs of our people and society. Each year, we

carefully review the results of our employee

engagement survey to identify key areas for further

improvement, ensuring we remain committed to

fostering a workplace where every employee feels

supported and motivated to thrive.

Our workforce is vibrant and youthful, with many

joining us early in their careers and experiencing

rapid growth. This steep learning curve is both an

opportunity and a challenge, as a portion of our

leaders in management positions are young and still

gaining experience.

Secondly, retaining the dynamic group of young

professionals is crucial, as we have observed higher

attrition rates among our newest hires.

Thirdly, while we successfully recruit and hire the

talent we need, the labor market for science,

technology, engineering and math (STEM)

professionals remains highly competitive,

particularly when it comes to attracting female talent

in our core departments of Trading and Technology.

FLOW TRADERS | ANNUAL REPORT 2024 44

As with many tech-driven industries, achieving

greater gender diversity continues to be a challenge,

requiring targeted efforts to attract, retain, and

advance females in these fields. Therefore we deploy

initiatives to promote trading and technology among

females.

Policies related to employment

Diversity, Equity & Inclusion (DE&I) Policy

Our DE&I Policy defines our commitment to

fostering an inclusive workplace where all employees

are valued and respected. We recognize DE&I as a

business imperative and have established clear KPIs

to promote diversity, enhance leadership

representation, and drive continuous improvement.

We create a workplace where everyone is welcome

regardless of e.g., race, ethnicity, nationalities, age,

gender, religion, sexual orientation, gender identity,

gender expression, disability, economic status and

other diverse backgrounds.

Human Rights Policy


Our metrics in 2024
Metric and objectives	2023	2024
Employee engagement score	7.0	7.2*
Metric and objectives	2023	2024
Maintaining diversity, equity and inclusion threshold levels
▪ Percentage of total 195 world’s nationalities working at Flow Traders	28%	29%
▪ Gender ratio of female to male Non-Executive Directors (NEDs)	2 females and 4 males	2 females and 4 males
▪ Gender ratio of female to male Executive Directors (EDs)	1 female and 1 males	1 female and 2 males
▪ Gender distribution senior management team compared to total workforce	28% against 18% overall	31% against 20% overall
Please refer to the diversity table in the social metrics for gender distribution disclosures. *True benchmark is 7.7 for 2024. The true benchmark is the aggregated data on key facts about the company and its employees, like demographics and locations from comparable companies and adjusts the industry benchmark to a fairer comparison figure.

We are committed to upholding internationally

recognized human rights standards across our

operations, supply chains, and the communities in

which we operate. We are dedicated to protecting

the human rights of our workforce and other

stakeholders. We oppose forced labor, child labor,

and human trafficking across our workforce. Our

Human Rights Policy, established by Flow Traders

Ltd., applies to all employees, contingent workers,

subsidiaries, and business partners. We align with

the UN Guiding Principles on Business and Human

Rights and have been a proud signatory of the

United Nations Global Compact since 2022. This

policy extends to protected groups and affected

communities, reinforcing our responsibility to ethical

and sustainable business practices.

Local labor practices

Flow Traders is committed to full compliance with

local labor laws and regulations in all jurisdictions

where we operate. We uphold fair employment

practices, ensure safe working conditions, and

protect employee rights in compliance with

applicable labor standards. We embrace a balanced

approach with a 40-hour workweek, empowering

our people to excel while maintaining harmony

between their professional and personal life. Our

internal Staff Manual provides more detailed

information on labor practices for our employees.

Whistleblowing Policy

Our Whistleblowing Policy provides a secure and

confidential channel for employees, business

partners, and other stakeholders to report suspected

misconduct, unethical behavior, or violations of laws

and company policies without fear of retaliation. Key

principles of our policy include confidentiality and

protection, secure reporting channels, thorough

investigation, effective resolution, and compliance

with legal and regulatory requirements.

Staff Manual

Our Staff Manual forms an integral part of the

agreement between the employer and employees.

The Staff Manual serves to clarify the rights and

obligations of the employer and its employees with

respect to personal records, working condition,

business travel, performance management and

more. Flow Traders does not have a formalized

accident prevention policy, however accidents and

incidents can be raised through the departmental

incident reporting mechanisms.

Learning and development (L&D)

We offer a diverse range of L&D opportunities

tailored to every business department to enhance

and elevate professional skills, which is available to

our employees in the Staff Manual. Beyond role-

specific training, we provide non-functional courses

aimed at guiding employees on their career

navigation journey. We encourage internal mobility

across departments and our global offices, fostering

a culture of continuous learning and self-discovery.

FLOW TRADERS | ANNUAL REPORT 2024 45

Social metrics

The data indicators presented in this section highlight our performance in the

sustainability theme of Sustainable employment.

Workforce characteristics by gender (headcount & FTE)


Total employee base by gender			2024
	Male	Female	Other	Not disclosed	Total
Headcount	500	128	0	0	628
Full-time equivalent (FTE)	486	123	0	0	609

One FTE represents 40-hours workweek. Flow Traders is reporting 609 FTEs for year end 2024 (2023: 646), being the

total of the permanent, temporary and non guaranteed hours staff noted above.

Management diversity


Gender distribution	2024
(Unit: # fte)	Male	Female	Other	Not disclosed	Total
Top Management	5	3	0	0	8
Senior Management	11	5	0	0	16
Middle Management	28	8	0	0	36
Junior Management	50	13	0	0	63
Non-Management	393	93	0	0	486
Total top management	5	3	0	0	8
Total non-top management	89	26	0	0	115
Non-management	393	93	0	0	486

The above table is reported at year end 2024. Top management refers to the c-suite, non-executive directors, and the

managing director of the regional offices. Senior management refers largely to the global heads of our respective

departments.

Management age distribution


Age distribution	2024
(Unit: # fte)	< 30 years	30 – 50 years	> 50 years	Not disclosed	Total
Top Management	0	6	2	0	8
Senior Management	0	15	1	0	16
Middle Management	0	34	2	0	36
Junior Management	2	57	4	0	63
Non-Management	215	254	17	0	486
Total top management	0	6	2	0	8
Total non-top management	2	106	7	0	115
Non-management	215	254	17	0	486

The above table is reported at year end 2024. Top management refers to the c-suite, non-executive directors, and the

managing director of the regional offices. Senior management refers largely to the global heads of our respective

departments.

FLOW TRADERS | ANNUAL REPORT 2024 46

Good governance

Establishing a risk aware culture is crucial for

building the right structures and preventing

misconduct. This culture is driven by leadership tone,

accountability, and open communication. Leadership

must set the right example through role modelling

our core values, shaping the ethical foundation our

Company.

How we can contribute

Our commitment to ethical behavior is laid down in

our Code of Conduct, which is based on our values

and how we define our corporate culture. We expect

every employee to uphold to the Code of Conduct,

ensuring a safe working environment and a respect

for human rights. We embed our core values into

business conduct, providing guidance through

shared beliefs, a clear purpose, mission, norms, and

transparent ways of working. A strong ethical

foundation mitigates risks of, such as misconduct,

non-compliance, business disruption, legal

challenges and reputational damage.

Flow Traders has in place processes for identifying,

reporting and addressing incidents of non-

compliance with with its Code of Conduct. Within

every department in Flow Traders there is an

incident reporting policy that drives this process so

that any behavior that contradicts our Code of

Conduct is identified and investigated.


Objective	Description	2023	2024
Compliance awareness score	The Compliance awareness score ensures that the incidents raised as part of the Financial & Capital Risk and Non-Financial Risk & Compliance Committees are reported on a timely basis to the Board.	100%	100%

Our five cultural pillars define our identity

Building

deep

connections

A shared

purpose

All employees

feel valued

Enable

flexibility

Wherever we operate, we believe that honesty and

the highest standards of integrity are fundamental to

creating value for our stakeholders and ensuring our

long-term success. Our corporate policies and

procedures, which detail our principles and

compliance standards, serve as a compass for

making the right decisions and staying true to our

values. Please refer to the corporate documents

section on our website.

Challenges we face

With the rapid expansion of ESG requirements,

alongside financial regulations, and cybersecurity

requirements, we navigate an increasingly complex

compliance landscape and obligations. Challenge lies

in the various compliance and incident reporting,

with multiple processes of which some using their

own systems. To enhance transparency, efficiency,

and regulatory alignment, centralizing incident

reporting is a priority for us.

Pursue

personal

growth

Measuring our impact

Our compliance program is designed to identify,

assess, and manage the impacts and risks associated

with actual and potential incidents. We promote and

uphold ethical behavior, fostering a corporate culture

where speaking up is encouraged and appreciated.

Our metric compliance awareness score reflects our

commitment to compliance reporting and risk

management. All employees are responsible for

reporting incidents whenever they encounter a

suspect of (potential) breach of our Code of Conduct

or compliance manual. An incident is defined as any

event involving a (potential) breach of our

compliance policies that necessitates further action.

The departmental incident reporting policies drive

the compliance score.

FLOW TRADERS | ANNUAL REPORT 2024 47

Business conduct and corporate culture

Business conduct and our culture is at the core of

everything we do. We operate within a highly

regulated market. Upholding the highest ethical

standards and adhering to our own policies and

procedures is central to our business conduct and

corporate culture. We enforce a zero-tolerance policy

for any form of undesirable behavior and have

reporting procedures in place to address and resolve

issues, ensuring accountability to all stakeholders.

These reporting procedures are set out in the policies

below.

Policies related to governance

Whistleblowing Policy

We promote a culture of openness and transparency,

encouraging both our employees and external

partners to speak up when they encounter any

concerns or suspect potential abuse or violations of

our Code of Conduct, Company Policies, values, or

the law. Our Global Whistleblowing Policy ensures a

safe and secure reporting and investigation process,

with zero tolerance for retaliation or any adverse

consequences against those who raise concerns in

good faith or participate in investigations. If a report

is later found to be unfounded, we are committed to

protecting and supporting those who stand up for

integrity. Our Global Whistleblower Policy is available

on our website.

Anti-Bribery and Anti-Corruption Policy

Our Anti-Bribery and Anti-Corruption (ABC) Policy

sets our commitment to and the standards for

preventing bribery and corruption, while ensuring

that any concerns about unlawful behavior are

identified, reported, and investigated. This policy is

aligned with the UN Convention against corruption.

Every employee is responsible for upholding honesty

and ethical conduct in all aspects of their work, as

outlined in our ABC Policy. It is both a right and a

duty to report any suspected abuse to the

Compliance department or anonymously to the

Trusted Person, without fear of retaliation.

Please see our Anti-bribery and Anti-corruption

Policy on our website. Read more in section: Risk

management - Compliance and ethical risk.

Public Affairs Policy

As part of our broad public affairs strategy, we

connect with stakeholders and peers to foster

dialogue and align perspectives on emerging

regulatory developments and societal trends

shaping our industry. We engage in policy

influencing to support our business objectives,

collaborating with trade associations and a diverse

range of stakeholders.

A cornerstone of this strategy is establishing open,

constructive dialogues with our stakeholders,

ensuring we respond to their views and concerns

while balancing competing expectations. By

addressing pressing issues and demonstrating our

positive societal impact, we aim to continuously

enhance our business.

Overall, 2024 was an progressive year in terms of

political developments. Our main points of interests

over 2024 were the discussion on the (global)

regulatory framework for digital assets, the

shortening of settlement cycles in the U.S., UK and

Europe, and driving transparency in the markets, in

particular in the bond market by the introduction of

the consolidated tape in the EU and UK.

Our contributions to industry bodies reflect our

commitment to shaping the future of our market.

Examples include:

▪ Serving on the Board of the Dutch Association of

Proprietary Traders (APT)

▪ Holding the vice-chair position of the Executive

Committee of the European Proprietary Traders

Association (FIA-EPTA)

▪ Membership in Holland Fintech

▪ Participating in the EC Consolidated Tape Expert

Stakeholder Group and consultative work streams

of FIA-Asia, as well as various advisory committees

for exchanges, trading platforms, consolidated

tape providers, data vendors and national expert

groups

We do not make any financial or in-kind political

contributions. Our public affairs expenditures are

focused on membership contributions, monitoring

and advisory fees, and (internal) operational costs

and expenses.

We foster transparency and our contributions to the

regulatory and legislative dialogue are typically made

public and we are always willing to discuss our

position and the interests we take into account. Our

Public Affairs Policy is available on our website.

Flow Traders B.V., a subsidiary within the Flow

Traders group is registered in the EU Transparency

045230091761-04

FLOW TRADERS | ANNUAL REPORT 2024 48

Cyber security

We have developed a robust and advanced

proprietary trading technology platform that

underpins our operational excellence and company

performance. Our commitment to maintaining high

standards of reliability ensures seamless support for

our trading activities. We prioritize IT security to

nurture the trust of our stakeholders, focusing on

safeguarding our technology, securing data

exchanges with issuers and counterparties, and

defending against cyber threats.

Recognizing the intricate nature of our IT landscape,

we have devised strategies to mitigate risks

effectively. Our security function is equipped with

top-tier competencies, governance, and capabilities

that span our entire IT infrastructure and the

business at large. We ensure constant access to

networks, systems, and data by managing risks from

technical failures, human errors, potential cyber

threats, and natural disasters proactively.

While the total elimination of cyber risk is elusive, our

dedication to managing and minimizing system

disruptions is steadfast. We have robust contingency

plans in place to ensure business continuity under

various scenarios. In response to the evolving threat

landscape, we have implemented clear policies and

procedures to guide our employees, conducted

thorough training programs, and fostered a culture

of security vigilance. These measures ensure our

team is well-prepared to uphold the highest

standards of information security.

Taxation

We are committed to being good corporate citizens,

bringing positive value to the communities we

operate in. A key part of this commitment involves

paying taxes where they are due and subscribing to

fair taxation.

We believe it is vital to operate a fair, transparent and

straightforward Tax Policy, which is required when

running a sustainable business and delivering long-

term value to all our stakeholders. This is also

reflected in the tax principles included in our

Principles of Responsible Tax Behavior, as published

on our website. The Flow Traders Tax Function will

therefore provide applicable input as part of the

approval process for business proposals to ensure a

clear understanding of the tax consequences.

Flow Traders also established a Tax Control

Framework, members include the Board, Audit

Committee, Finance department and Tax

department. They are responsible for assessing and

weighing the risks associated with the tax decision

process for our business and stakeholders. Under this

Tax Control Framework, significant tax positions,

including the tax strategy, are shared with and

subject to the approval of the Board.

Flow Traders is prudent and transparent in respect of

its financial reporting and its relations with tax

authorities globally. Regarding financial reporting,

conservative accounting principles are being applied

and one-offs must occur infrequently and be clearly

documented.

We support transparency initiatives, such as Pillar II

legislation and country-by-country reporting, and

frequently assess the impact of such initiatives. We

also closely monitor impact for Flow Traders, to

ensure that we comply with local and international

legislation and meet our reporting obligations.

Where necessary or relevant, we take the appropriate

actions to adopt these initiatives in our Tax Control

Framework. We have good standing relationships

with the tax authorities in each region in which we

operate. We proactively manage our relationship

with the tax authorities with the aim of minimizing

the risk of challenge, dispute or damage that could

have an impact on our credibility.

Flow Traders pays taxes where profits are earned in

accordance with local and international tax

legislation. We do not use tax haven jurisdictions for

tax avoidance purposes and carry out our business

through entities resident in jurisdictions where we

factually operate our business. With this simple tax

philosophy in place, the Company can operate its

business in line with its belief that it is part of the

corporate social responsibility duty to pay taxes

where it operates. In addition to corporate income

taxes, Flow Traders pays many other taxes, including

but not limited to, payroll taxes and social security

contributions on the wages of its employees, value

added taxes and property taxes. All these taxes are a

significant basis of funding governmental public

services. It is our social responsibility to contribute

through taxes in the regions we operate in.

FLOW TRADERS | ANNUAL REPORT 2024 49

How we applied them

Our tax principles

1. Business rationale

Report and pay taxes in the jurisdiction

where value is created.

2. No use of tax havens

Refrain from using tax haven

structures for tax avoidance.

3. Transfer pricing

Follow the arm's length principle in our

transfer pricing decisions.

4. Transparency

Maintain an open and constructive

dialogue with tax authorities in the

jurisdictions where we operate.

5. Compliance

Follow tax laws and regulations where

we operate, respecting both the letter

and the spirit of the law.

6. Accountability and

governance

Our tax department oversees daily tax

management, under supervision of the

Board.

Taxes per country charged and contributed

Taxes per type charged and contributed

Note:

Flow Traders pays and collects a broad range of taxes, including direct taxes, indirect taxes and payroll taxes.

Amounts shown on this page include:

(i) CIT: direct tax imposed on Flow Traders' 2024 profit

(ii) VAT/GST: non-recoverable indirect tax due on the purchase of goods and services

(iii) Payroll taxes: employer taxes paid as well as income taxes collected on employees' salaries paid directly to

governments

(iv) DWHT: tax withheld on dividend distributions to Flow Traders' shareholders

FLOW TRADERS | ANNUAL REPORT 2024 50

Corporate

governance

Functioning of the Board

Executive Directors

Non-Executive Directors

General meeting, shares and shareholders

Corporate governance statement

Conformity statement

FLOW TRADERS | ANNUAL REPORT 2024 51

Corporate g overnance

Our corporate governance is reflected in our internal

rules and regulations, including our Bye-Laws, Board

Rules and Committee Charters. These, together with

our policies, can be found on our website.

Flow Traders_Mila van Egmond_-154-modified.png

FLOW TRADERS | ANNUAL REPORT 2024 52

Functioning of the Board

The Board is responsible for the continuity of the

Company and is guided by the interests of the

Company and its associated business. The Board

takes into consideration the Company’s sustainable

long-term value creation and the interests of the

Company’s stakeholders, including our employees

and our shareholders. The Executive Directors are

primarily charged with the Company's day-to-day

operations, subject to the limitations set out in the

Companies Act and our Bye-Laws. The Non-

Executive Directors are primarily charged with the

supervision of the performance of the duties of the

Executive Directors and assist by providing advice

and direction. For a more detailed description of the

governance concerning the Board, and the specific

duties of the Executive Directors and the Non-

Executive Directors, please refer to the Company’s

Bye-Laws and Board Rules on our website.

Board Committees

The Board may from time to time establish

permanent or ad-hoc committees. As at the date of

this Annual Report, the Board has established four

committees: the Audit Committee, the

Remuneration & Appointment Committee, the Risk &

Sustainability Committee and the Trading &

Technology Committee. The composition of each

committee is reflected in the table following this

paragraph. The composition did not change

throughout 2024. Each committee has a preparatory

and/or advisory role to the Board. The Committee

Charters provide for the possibility of the Board to

delegate decision-making in writing to the

Committees on matters that fall within their

respective tasks and responsibilities. For a more

detailed description of the governance concerning

the committees, please refer to the respective

Committee Charters on our website.


	Rudolf Ferscha	Jan van Kuijk	Linda Hovius	Delfin Rueda	Paul Hilgers	Karen Frank
Audit Committee	X	X	n/a	C	n/a	X
Remuneration & Appointment Committee	X	X	C	X	n/a	n/a
Risk & Sustainability Committee	X	X	X	X	C	X
Trading & Technology Committee	X	C	X	X	X	X

(“C” = chair, “X” = member)

Chairman & Vice-Chairman

The Board appointed Rudolf Ferscha as Chairman

and Jan van Kuijk as Vice-Chairman. The Chairman

acts as the main contact for the Directors regarding

the functioning of the Board. The Chairman is

primarily responsible for the functioning of the Board

and its committees and is responsible for ensuring

the proper conduct of business at meetings of the

Board in order to promote a meaningful discussion

at meetings. As a general rule, the Chairman presides

over the General Meeting. The Vice-Chairman

deputizes for the Chairman and is the main contact

on behalf of the Board regarding the Chairman's

performance.

Conflicts of interest

In case of a conflict of interest, the Board will

determine, on a simple majority vote, if a Director's

interest indeed conflicts with the interests of the

Company or its business in such a way as described

in section 24.6 of the Bye-Laws. In 2024, there have

been no cases of conflicts of interest or transactions

between the Company and members of the Board.

There has been one transaction with a shareholder

holding at least 10% of the shares of the Company.

For more information, refer to note 34 related parties

in the consolidated financial statements.

Independence of Non-Executive Directors

Best practice in terms of corporate governance

prescribes that at most one of the Non-Executive

Directors on the Board qualifies as non-independent

and that the total number of non-independent Non-

Executive Directors should account for less than half

of the total number of Non-Executive Directors. Jan

van Kuijk, as a co-founder of the Company, was

attracted to his role as Non-Executive Director

because of his specific business-related expertise. He

did not qualify as independent under the provisions

of the Dutch Corporate Governance Code as he is a

former member of the Management Board of the

Company, and because he represents a shareholder

of the Company owning an interest of over 10%. As

such, the number of non-independent Non-

Executive Directors on the Board amounts to one.

Despite the fact that Jan van Kuijk did not qualify as

an independent Non-Executive Director as set out

above, more than half of all Non-Executive Directors

are independent.

FLOW TRADERS | ANNUAL REPORT 2024 53

Executive Directors



Mike Kuehnel	Hermien Smeets-Flier	Owain Lloyd
Chief Executive Officer (CEO)	Chief Financial Officer (CFO)	Chief Technology Officer (CTO)
Gender: male	Gender: female	Gender: male
Year of birth: 1977	Year of birth: 1971	Year of birth: 1980
Nationality: German	Nationality: Dutch	Nationality: British
First term (2021 - 2025)	First term (2023 - 2027)	First term (2024 - 2028)

Mike was appointed CEO in February 2023, he serves as Executive Director on the Flow Traders Ltd. Board. As CEO he is responsible for driving the Company’s strategic and growth agenda. He joined the Company in August 2021 and was appointed as member of the Management Board and CFO in September 2021. Mike has 20+ years of investment banking and strategy consulting experience in the global financial market infrastructure space. Prior to joining Flow Traders, he served as a partner at Bain & Company leading the Investment Banking and Financial Markets Infrastructure practice for EMEA. Before that, he worked at Goldman Sachs, where he was responsible for advising on large-scale equity and M&A transactions in the European banking, insurance, asset management, private wealth and exchanges sectors. Mike holds an MBA in Accounting and Finance from the University of Chicago. Prior to that, he obtained his Bachelor in Business Administration (BBA), majoring in Banking & Finance, from the Frankfurt School of Finance & Management. Mike does not hold any of the following positions outside Flow Traders as defined in section 12 of the Company’s Board Rules: (i) any directorship or similar position, (ii) any remunerated employment position, including in an advisory or supervisory capacity or (iii) any non-remunerated employment position.	Hermien was elected as CFO and Executive Director of the Flow Traders Ltd. Board in September 2023. As CFO, she is responsible for the Company’s finance and control functions, focusing on supporting the execution of Flow Traders’ strategic growth agenda. Hermien joined Flow Traders in July 2023 as Global Finance Director. Hermien has 20+ years of experience leading and scaling Finance, Risk, Control and Operational functions across insurance and asset management firms. Prior to joining Flow Traders, Hermien served as Chief Financial and Risk Officer and member of the Management Board at Achmea Investment Management. Before that, she served as Chief Financial Officer and Board member at AEGIS London. Prior to joining AEGIS London, Hermien served as Chief Financial Officer and Board member at Amlin Underwriting Ltd. She started her career at KPMG, where she provided audit, financial, and M&A advisory services to listed companies. Hermien is a chartered accountant registered in the Netherlands. Hermien does not hold any of the following positions outside Flow Traders as defined in section 12 of the Company’s Board Rules: (i) any directorship or similar position, (ii) any remunerated employment position, including in an advisory or supervisory capacity or (iii) any non-remunerated employment position.	Owain was elected as CTO and Executive Director of the Flow Traders Ltd. Board in June 2024. As CTO, he is responsible for the Company’s Technology function. Owain joined Flow Traders in May 2024 as Director of Technology. Owain has worked in various leading financial firms, bringing 20+ years of experience in developing global technology functions. Prior to joining Flow Traders, he served as CTO and Partner at Numeus Research and was a Founding Partner at Mercury Trading from 2019 until 2022. Owain has also held prominent roles at J.P. Morgan as Chief Business Technologist, Global Head of Electronic Market Making from 2016 to 2019, and at Morgan Stanley as Executive Director and Global Head of Automated Market Making Technology from 2010 to 2016. Additionally, Owain worked at Citadel Investment Group in Options Market Making Technology from 2004 to 2010, and at Credit Suisse First Boston in Fixed Income Research from 2002 to 2004. Owain holds a Computer Science degree from the University of Cambridge. Owain does not hold any of the following positions outside Flow Traders as defined in section 12 of the Company’s Board Rules: (i) any directorship or similar position, (ii) any remunerated employment position, including in an advisory or supervisory capacity or (iii) any non-remunerated employment position.

FLOW TRADERS | ANNUAL REPORT 2024 54

Non-Executive Directors



Rudolf Ferscha	Jan van Kuijk	Linda Hovius
Chairman	Vice-Chairman
Gender: male	Gender: male	Gender: female
Year of Birth: 1961	Year of Birth: 1966	Year of Birth: 1961
Nationality: Austrian	Nationality: Dutch	Nationality: Dutch
Fourth term (2023 - 2027)	Fourth term (2024 - 2028)	First term (2021 - 2025)

Rudolf serves as an Independent Non-Executive Director and Chairman of the Flow Traders Ltd. Board. He is a member of the Remuneration & Appointment Committee, the Trading & Technology Committee, the Audit Committee and the Risk & Sustainability Committee. Rudolf was first appointed as a member of the Supervisory Board of Flow Traders in July 2015, re-appointed for a second term in 2018 and a third term in 2021. Rudolf was appointed Chairman of the Supervisory Board in March 2021 and in 2023 he was re-elected for a fourth term to the Board as Chairman. Originally a corporate finance and capital markets lawyer, he has over 25 years’ board-level experience at international financial institutions, including executive roles on the Management Boards of Goldman Sachs Bank in Frankfurt and of Deutsche Börse AG. For more than a decade, he held direct oversight responsibility for FSA and BaFin regulated derivatives and securities trading businesses. Between 2000 and 2005, Rudolf served as CEO of Eurex and from 2003 to 2005 Rudolf was Chairman of the Management Board of the Frankfurt Stock Exchange. Rudolf is currently a partner at Gledhow Capital Partners and Chairman of the Advisory Board at Mainberg Asset Management GmbH.	Jan serves as Non-Executive Director on the Flow Traders Ltd. Board and is Chair of the Trading & Technology Committee. He is also member of the Audit Committee, the Risk & Sustainability Committee, and the Remuneration & Appointment Committee. Jan is one of the co-founders of Flow Traders and served as its co-CEO from its inception in 2004 until 2014. He was appointed Vice- Chairman of the Supervisory Board of Flow Traders in July 2015. Until 1996, Jan served as a partner at Optiver and was involved in setting up their first electronic trading activities at Deutsche Börse in 1993. He co-founded Newtrade Financial Group in 1997, which was an options market-making firm before being discontinued, after he co- founded Flow Traders.	Linda serves as an Independent Non-Executive Director on the Flow Traders Ltd. Board and is Chairwoman of the Remuneration & Appointment Committee. She is also member of the Risk & Sustainability Committee and the Trading & Technology Committee. Linda was appointed member of the Supervisory Board of Flow Traders in April 2021. Linda has more than 30 years of experience in managing professional organizations, setting strategic direction and implementing change. In 2012, Linda founded Aberkyn – Change Leadership Partners, to serve top teams of multinationals in the transformation of their leadership and organizations. Linda is currently a Supervisory Board member of Royal Flora Holland and of KPMG Netherlands. She is also Chair of the Board of the Koninklijke Hollandsche Maatschappij der Wetenschappen (Royal Dutch Society for the Sciences and Humanities). Linda is currently the owner of Hovius Consultancy, specializing in boardroom consultancy.

FLOW TRADERS | ANNUAL REPORT 2024 55

Non-Executive Directors (continued)



Delfin Rueda	Paul Hilgers	Karen Frank

Gender: male	Gender: male	Gender: female
Year of Birth: 1964	Year of Birth: 1968	Year of Birth: 1968
Nationality: Spanish	Nationality: German	Nationality: American
First term (2023 - 2026)	First term (2023 - 2026)	First term (2023 - 2027)

Delfin serves as Independent Non-Executive Director on the Flow Traders Ltd. Board and Chair of the Audit Committee. He is also a member of the Remuneration & Appointment Committee, the Risk & Sustainability Committee and the Trading & Technology Committee. Delfin was elected as Non-Executive Director in April 2023. Delfin brings a wealth of experience in finance, strategy and financial markets. He previously served as the CFO, CRO and member of the Management Board at Atradius and held leadership positions at J.P. Morgan, UBS and Andersen Consulting. Delfin was also the CFO and Vice-Chair of the Executive Board and Management Board at NN Group as well as Chairman of the European Insurance CFO Forum. Currently, Delfin is a member of the Supervisory Board of Adyen and Chair of its Audit & Risk Committee, as well as Independent Non- Executive Director of Allfunds. He is also a Venture Partner at Mundi Ventures.	Paul serves as Independent Non-Executive Director on the Flow Traders Ltd. Board and Chair of the Risk & Sustainability Committee. He is also a member of the Trading & Technology Committee. Paul was elected as Non-Executive Director in April 2023. Paul has an extensive and proven track record within global financial markets, particularly within trading, clearing and market infrastructure. Paul previously served as CEO APAC and as Director Market Structure for Optiver and then became global CEO of Optiver from 2014 until 2017. Paul was a member of the Supervisory Board at EuroCCP, and Managing Director at Hilgers Consulting. Most recently Paul worked at Deutsche Börse AG as Managing Director, heading the firm’s cash market business.	Karen serves as Independent Non-Executive Director on the Flow Traders Ltd. Board. She is also a member of the Audit Committee, the Risk & Sustainability Committee and the Trading & Technology Committee. Karen was elected as Non-Executive Director in April 2023. Karen is an experienced investor, and executive and business leader in the financial services industry. Most recently, Karen was the Executive Managing Director and Global Head of Equities at Ontario Teachers Pension Plan where she Chaired the Investment Committee. She previously held leadership positions at Barclays plc, where Karen was CEO of Barclays Global Private Bank and member of the International Executive Committee. Earlier in her career, Karen worked in the Private Equity industry, including for Goldman Sachs in their Merchant Bank and Financial Sponsors businesses. Karen is the Chair of the British Heart Foundation, and Chair of the Dean's Council for Harvard Kennedy School of Government.

FLOW TRADERS | ANNUAL REPORT 2024 56

General meeting, shares and

shareholders

It is of great importance to the Company and the

Board that our shareholders voice their views and

actively participate in decision-making during the

Annual General Meeting of Shareholders (AGM). We

pride ourselves on encouraging an open dialogue

and ensuring that the General Meeting is adequately

provided with information required to actively

participate.

In accordance with our Bye-laws and subject to the

provisions of the Companies Act, the Company's

Board shall convene, and the Company shall hold

General Meetings as AGMs no later than six months

after the end of the financial year. The Board may,

whenever it deems necessary, and shall, when

requisitioned by shareholders pursuant to the

provisions of the Companies Act, convene General

Meetings other than AGMs which shall be called

Special General Meetings, at such time and place as

the Board may appoint.

Subject to the Companies Act, a resolution may only

be moved and put to a vote at a General Meeting if (i)

it is proposed by or at the direction of the Board, (ii) it

is proposed at the direction of a competent court, (iii)

it is proposed on the requisition in writing by eligible

shareholders, and (iv) the Chairman of the meeting in

their absolute discretion decides that the resolution

may properly be regarded as within scope of the

meeting.

Save as otherwise provided in our Bye-Laws, at least

two shareholders present in person or by proxy and

entitled to vote on the matter representing the

holders of at least 20%, or the highest amount

required from time-to-time by any stock-exchange

on which any of the shares are listed, of the issued

share entitled to vote on the matter at such meeting

shall be a quorum. Increased quorum requirements

apply for the passing of certain resolutions

requisitioned by shareholders or the resolution to

elect, suspend or remove a Director.

Each shareholder present in person at a General

Meeting shall be entitled to vote on any question to

be decided on a show of hands or by a count of votes

received in the form of electronic record (including

by proxy), and each shareholder present in person or

by proxy shall be entitled on a poll to vote for each

share held by them. Each share carries one vote at a

General Meeting. The AGM is the ideal opportunity

for shareholders and the Board to interact. At an

AGM, shareholders can ask questions directly.

The 2024 AGM was held on 13 June 2024. During this

AGM, all proposals on the agenda were adopted. The

proposals adopted by the General Meeting related to

the declaration of the final dividend, the

Remuneration report, the re-election of Jan van

Kuijk, the election of Owain Lloyd, the authority to

issue shares, the authority to exclude or limit

preemptive rights, the authority to purchase own

shares and the re-appointment of the external

auditor.

The Company's next AGM is scheduled to be held on

13 June 2025. More information will become available

on our website in due course.

Alteration of the Bye-Laws

The Bye-Laws may be revoked or amended only by

the Board, which may from time-to-time revoke or

amend them in any way by a resolution of the Board

passed by a majority of the Directors then in office

and eligible to vote on that resolution, but no such

revocation or amendment shall be operative unless

and until it is approved at a subsequent general

meeting of the Company by the Shareholders by

Resolution passed by a majority of votes cast.

Issue of shares

Subject to the provisions of the Bye-Laws, the

Company may only allot or issue shares, or grant

rights to subscribe for shares (other than treasury

shares) as authorized by a shareholders’ resolution

and within the limits of such authorization, which

authorization cannot be withdrawn, unless

determined otherwise at the time of the adoption of

the resolution.

During the 2024 AGM, our shareholders renewed the

authority of the Board to issue common shares or to

grant rights to subscribe for common shares up to

and including 13 December 2025 for up to 10% of the

total number of shares issued at the time of the

General Meeting for any purposes. Any issuance

exceeding this limit needs separate approval by the

General Meeting.

In addition, the General Meeting renewed the

authority of the Board to exclude or limit applicable

preemptive rights when issuing common shares or

granting rights to subscribe for common shares up

to and including 13 December 2025.

At our 2025 AGM, the Board intends to request that

the General Meeting renews its authorization to issue

common shares or to grant rights to subscribe for

common shares for up to 10% of the total number of

shares issued at the time of the 2025 AGM for any

purposes.

Purchase and cancellation of shares

The Board may, after prior authorization by

shareholders’ resolution and within the limits of such

authorization, authorize the purchase by the

Company of its own shares upon such terms as the

Board may in its discretion determine, provided

FLOW TRADERS | ANNUAL REPORT 2024 57

always that such purchase is effected in accordance

with the provisions of the Companies Act. Subject to

the provisions of the Bye-Laws, any shares of the

Company held by the Company as treasury shares

shall be at the disposal of the Board, which may hold

all or any of the shares, dispose of or transfer all or

any of the shares for cash or other consideration, or

cancel all or any of the shares.

During the 2024 AGM, our shareholders renewed the

authority of the Board to purchase shares in the

capital of the Company, either through purchase on

a stock exchange or otherwise, up to and including 13

December 2025, under the following conditions: (i)

the repurchase may constitute 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 treasury 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%.

On 22 July 2022, Flow Traders announced a €25

million share repurchase plan, which was

subsequently increased with €15 million as

announced on 27 October 2022, thereby resulting in

an aggregate €40 million share repurchase plan. On

28 July 2023 it was further announced that the

period of execution for the €15 million share

repurchase increase would be extended by 12

months to 26 October 2024. Share repurchases for a

total consideration of €11.8 million were made during

the year ended 31 December 2024 and thus

completing our share repurchase plan.

At the 2025 AGM, the Board intends to propose to

the General Meeting to renew its authorization to

repurchase shares in the Company.

Major shareholders

The following shareholders filed their interests in the

capital of the Company exceeding 3% to be included

in the AFM’s register of substantial holdings and

gross short positions as published on the website

www.afm.nl (data as published on 31 December

2024). A shareholder must file or update its holdings

if its interest exceeds, or drops below, 3%, 5%, 10%,

15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%.

Based on the publications in the AFM’s public

positions, the following table shows such information

as per 31 December 2024. For more recent details on

individual shareholdings please refer to the AFM’s

registers. For Javak Investments B.V. and Avalon

Holding B.V., the information as included in the

following table is based on historic filings in the

AFM’s register on notifications by directors and

members of the Supervisory Board of Flow Traders

N.V. In their capacity as directors of Flow Traders Ltd.,

members of the Board (including Jan van Kuijk) do

not notify changes in share ownership to the AFM to

be registered in the register on notifications by

directors and members of the Supervisory Board, as

is the case for directors or members of the

Supervisory Board of a public limited Company

incorporated under Dutch law and whose

(depository receipts for) shares are admitted to

trading on a regulated market in the Netherlands or

in another EU Member State.

Information which is relevant to our shareholders,

and which is required to be published or submitted

pursuant to the provisions of company law and

securities law, is posted in a separate section of our

website. Our Stakeholder Engagement Policy can

also be found on our website.


Shareholdings as per filing dates
	Filing/notification dates
J.T.A.G. van Kuijk (Javak Investments B.V.)	12.22%	2/5/2018
R. Hodenius (Avalon Holding B.V.)	10.07%	7/12/2018
Flow Traders Ltd. (treasury shares)	5.70%	8/8/2024

Jan van Kuijk’s (Javak Investments B.V.) shareholding

is considered a long-term investment within the

meaning of section 3.3.3 of the Dutch Corporate

Governance Code.

Relationship agreement

Avalon Holding B.V. and Javak Investments B.V.

entered into a relationship agreement with the

Company.

The relationship agreement currently grants each of

Avalon Holding B.V. and Javak Investments B.V.

amongst others, a specific right to nominate one

Non-Executive Director for election (and

replacement). This right expires, in respect of each

relevant party, if such party ceases to, directly or

indirectly, hold more than 5% of the shares in the

Company provided that and for as long as, in

aggregate, Avalon Holding B.V. and Javak

Investments B.V. together continue to, directly or

indirectly, hold more than 5% of the Company’s

shares, Avalon Holding B.V. and Javak Investments

B.V. shall be entitled to jointly nominate one Non-

Executive Director for election.

The relationship agreement also stipulates that the

Board shall procure that for as long as Avalon

Holding B.V. and Javak Investments B.V.

(independently or together) have the right to

nominate a Non-Executive Director, each of the

Remuneration & Appointment Committee as well as

FLOW TRADERS | ANNUAL REPORT 2024 58

the Audit Committee, will include at least the Non-

Executive Director nominated by Avalon Holding B.V.

and/or Javak Investments B.V. (as the case may be).

The relationship agreement shall cease to bind

Avalon Holding B.V. or Javak Investments B.V. if and

when Avalon Holding B.V. or Javak Investments B.V.,

respectively, no longer has the right to nominate (or

co-nominate) a Non-Executive Director. The

relationship agreement shall furthermore terminate

on the first day any of the following conditions shall

be met: (i) the Company having become subject to

insolvency proceedings, (ii) a resolution of the

shareholders of the Company to liquidate the

Company having become unconditional (iii) the

Company having ceased to exist as a legal entity as a

result of a legal merger or spin-off where the

Company is the disappearing entity; or (iv) a

termination of the listing of the Company's shares on

Euronext Amsterdam takes effect, provided that the

shares are not listed on any other stock exchange.

No dedicated take-over protection structures

Flow Traders does not employ any of the following

dedicated take-over protection structures:

preference shares, depository receipts or call options

issued to vehicles conducive to protecting the

Company’s interest or independence.

Compliance with the Dutch Corporate

Governance Code

The Board values and considers the interests of the

various stakeholders involved. Good corporate

governance results in effective decision-making in a

manner which enhances shareholder value and

enables a company to maintain a culture of integrity,

transparency, and trust. Flow Traders has a

long- standing focus on a sustainable long-term

value creation strategy, culture and risk. As a

Company governed by Bermudan laws, the Dutch

Corporate Governance Code is not directly applicable

to Flow Traders Ltd., however, the Dutch Corporate

Governance Code continues to be one of the guiding

resources for Flow Traders Ltd.'s corporate

governance related practices. As the Dutch

Corporate Governance Code is not directly applicable

to Flow Traders Ltd., it is not intended that Flow

Traders Ltd. will report on any possible deviations

from the Dutch Corporate Governance Code.

FLOW TRADERS | ANNUAL REPORT 2024 59

Corporate governance statements

Dutch decree on the content of the Board

report (besluit inhoud bestuursverslag)

The information required by section 2a of the Decree

is included in the chapters Governance and the

Board report;

▪ The main features of our internal risk

management and control systems relating to the

financial reporting process can be found in the

chapter Risk management;

▪ The functioning of our General Meeting and the

authority and rights of our shareholders can be

found in the chapter Corporate governance;

▪ The functioning of our Board and its Committees

can be found in the chapters Corporate

governance and in the Board report;

▪ The Diversity, Equity & Inclusion (DE&I) Policy

regarding the composition of the Board including

its aims, how it is being effected and the results

can be found in the chapter Board report (section

3a sub d of the Decree); and

▪ The disclosure of the information required by the

Decree on Section 10 EU Takeover Directive can

be found in the chapter Corporate governance

(section 3b of the Decree).

Board in control statement

The Executive Directors are responsible for the

design, implementation and functioning of Flow

Traders’ internal risk management and control

systems. Flow Traders’ internal risk management and

control is a process, effectuated by the Executive

Directors, senior management and other personnel.

It is designed to mitigate risks and provide

reasonable assurance regarding the achievement of

objectives in the following categories:

▪ Effectiveness and efficiency of operations;

▪ Reliability of financial and non-financial

information;

▪ Compliance with laws, regulations and internal

policies;

▪ Safeguarding of assets, identification and

management of liabilities; and

▪ Strategic goals of the Flow Traders Group.

The chapter Risk management elaborates on Flow

Traders’ identified financial and non-financial risks

and how these risks are managed. This chapter

provides insight into the impact of these risks on our

results. The design and functioning of the internal

risk management and control systems is based on

the ERMF. The framework explained in detail in the

chapter Risk management, combines various

financial and non-financial risk disciplines into a

single converged approach and provides the

business with an overview on their risks and how

these are managed. The Risk department assessed

the controls in this process and the findings have

been presented to the Executive Directors and Non-

Executive Directors. This allows the Executive

Directors and leadership to form a view on the

internal risk management and control systems

regarding the risks they face while pursuing

Company’s strategy.

On the basis of the above and with due observance

of the limitations stated below, we confirm that to

the best of our knowledge:

▪ The Annual Report provides sufficient insights

into any failings in the effectiveness of the internal

risk management and control systems (see e.g.

chapter Risk management);

▪ The aforementioned systems provide reasonable

assurance that the financial and tax reporting

does not contain any material inaccuracies;

▪ Based on the current state of affairs and initial

prognoses, it is justified that the financial

reporting is prepared on a going concern basis

(see e.g. chapters Financial statements and Other

information); and

▪ The report states material risks (if any) and

uncertainties that are relevant to the expectation

of the Company’s continuity for the period of

twelve months after the preparation of the report

(see e.g. chapters Our strategy and Our risk

management).

The above does not imply that these systems and

procedures provide absolute assurance to Flow

Traders as to the realization of financial and strategic

business objectives, or that internal risk

management and control systems can prevent or

detect all misstatements, inaccuracies, errors, fraud

and noncompliance with legislation, rules and

regulations.

Amsterdam, 13 March 2025

The Executive Directors

▪ Mike Kuehnel (Chief Executive Officer)

▪ Hermien Smeets-Flier (Chief Financial Officer)

▪ Owain Lloyd (Chief Technology Officer)

FLOW TRADERS | ANNUAL REPORT 2024 60

Conformity statement

The Executive Directors of Flow Traders are required

to prepare the Annual Accounts and the Annual

Report of the Company in accordance with Title 9 of

Book 2 of the Dutch Civil Code (due to its status as a

formeel buitenlandse vennootschap) and those

International Financial Reporting Standards (IFRS)

accounting standards that were endorsed by the

European Union.

Conformity statement pursuant to section

5:25c paragraph 2(c) of the Dutch Financial

Supervision Act (Wet op het financieel

toezicht).

The Executive Directors of Flow Traders are

responsible for maintaining proper accounting

records, for safeguarding assets and for taking

reasonable steps to prevent and detect fraud and

other irregularities. They are responsible for selecting

suitable accounting policies and applying them on a

consistent basis, making judgments and estimates

that are prudent and reasonable. They are also

responsible for establishing and maintaining internal

procedures which ensure that all major financial

information is known to the Board, so that the

timeliness, completeness and correctness of the

external financial reporting are assured.

As required by section 5:25c paragraph 2(c) of the

Dutch Financial Supervision Act, each of the

signatories hereby confirms that to the best of his

knowledge:

▪ The Flow Traders 2024 Annual Accounts give a

true and fair view of the assets, liabilities, financial

position and profit or loss of Flow Traders Ltd. and

the enterprises included in the consolidation

taken as a whole; and

▪ The Flow Traders 2024 Annual Report gives a true

and fair view of the position at the balance sheet

date, the development and performance of the

business during the financial year 2024 of Flow

Traders Ltd. and the enterprises included in the

consolidation taken as a whole, together with a

description of the principal risks Flow Traders is

being confronted with.

Amsterdam, 13 March 2025

The Executive Directors

▪ Mike Kuehnel (Chief Executive Officer)

▪ Hermien Smeets-Flier (Chief Financial Officer)

▪ Owain Lloyd (Chief Technology Officer)

FLOW TRADERS | ANNUAL REPORT 2024 61

Board report

Message from the Chairman

The Board’s focus in 2024

Committees

Board Composition

Board Rotation

Meetings and attendance

FLOW TRADERS | ANNUAL REPORT 2024 62

Message from the Chairman

Dear Stakeholders,

I would like to begin by expressing my sincere

gratitude to our shareholders for their ongoing

support and openness to engage in meaningful

dialogue with our Board. This year, we had the

privilege of discussing several key topics central to

Flow Traders’ growth and diversification strategies.

These engagements are vital in fostering

constructive conversations that help shape our

shared vision for the Company’s future.

In 2024, the Board remained focused on its

commitment to supporting our leadership team as

they worked to deliver tangible proof points of our

strategy. In our advisory and consultative capacity,

we provided guidance on several pivotal initiatives

that accelerated Flow Traders’ growth over the past

year. These included the introduction of the Trading

Capital Expansion Plan and the associated

suspension of dividends, fostering a culture of risk

awareness and collaboration, and strengthening our

leadership team with the appointment of Owain

Lloyd as CTO.

Marking 20 years

Most importantly, 2024 marked Flow Traders’ 20th

anniversary as a trading firm, a remarkable milestone

in our journey. From our beginnings as an ETP

trading house, we have evolved into a global leader

in liquidity provision, driving innovation and

transparency across financial markets worldwide.

This achievement is a testament to the exceptional

talent within our team and the invaluable

partnerships we have cultivated over the years.

As we reflect on the past and look ahead, we remain

dedicated to advancing our mission to make

financial markets more transparent, efficient, and

accessible. On behalf of the Board, I extend my

heartfelt thanks to all who have contributed to Flow

Traders’ success so far. Together, we will continue to

shape the future of financial markets.

Engagement with Flow Traders’ team

As a Board, we had the privilege of visiting our team

in New York, an experience that was particularly

impactful for each of us. This visit provided a fantastic

opportunity to gain a deeper understanding of the

business, connect with the team, and acquire

valuable insights into our Americas operations.

These learnings, combined with our regular

engagements during Board meetings, where we

interact with leaders across Trading, Technology, and

Business Support, enhance our ability to serve the

organization effectively as Non-Executive Board

members.

Strong business performance

Flow Traders recorded a record fourth quarter in

2024 and second-best year in terms of financial

performance in our 20-year history. As a result of the

overall increase in market activity over the year, we

recorded net trading income of €467.8 million and

net profit of €159.5 million for the financial year 2024,

which was well above our financial performance in

the prior year.

Strategic priorities and initiatives

During our 2024 AGM, we shared the core four pillars

of the Flow Traders’ strategy, and outlined actions to

deliver into these pillars.

Capital is the lifeblood of trading and in 2Q, we

announced our Trading Capital Expansion Plan. This

strategic move was aimed at strengthening our

capital base in order to leverage opportunities in the

market. The team has demonstrated the success of

this initiative by delivering a strong financial

performance and immediately extracting value from

the expanded capital base.

We continued to demonstrate our ability to leverage

and expand proprietary infrastructure, with a

strategic focus on China and the broader APAC

region. These efforts have strengthened our

operations and network, positioning us for sustained

growth in the future.

Our commitment to technology and innovation was

further bolstered by the election of Owain Lloyd as

CTO. With his expertise and leadership, we are

confident in our ability to advance our technology

stack and enhance our capabilities, driving

continued progress and innovation across the global

financial landscape.

Throughout 2024, Flow Traders Strategic Capital

continued to build strong relationships, with a

particular highlight being AllUnity, our partnership

with DWS and Galaxy Digital.

FLOW TRADERS | ANNUAL REPORT 2024 63

The journey ahead

2025 is poised to deliver a wealth of opportunities,

and Flow Traders is well-positioned to capitalize on

them. With a strengthened capital base, a clear

growth and diversification strategy, and a talented

team ready to execute, we are prepared to play a

pivotal role in shaping the future of global financial

markets.

The continued rise of digital assets, the expansion of

ETPs, and the advancement of transparent

regulation all align with our Company’s strengths,

setting the stage for an exciting year ahead.

On behalf of the Board, I would like to express my

heartfelt gratitude to all our employees for their

significant contributions and unwavering dedication

throughout the year. As a Board, we are confident

that together, we will make 2025 another successful

and memorable year for our business.

Flow Traders Ltd. Board

FLOW TRADERS | ANNUAL REPORT 2024 64

The Board's focus in 2024

During 2024, the Board held ten formal Board

meetings and met several times without holding a

formal meeting. Examples of meetings without

holding a formal meeting include a preparation

session for the AGM, education and strategy days

and the self-assessment day. During these meetings

a variety of topics were discussed, including but not

limited to the following:

Strategy

The Board remained focused on sustainable long-

term value creation, taking into account the

strategy’s implementation and feasibility, the

business model applied by the Company and the

market in which the business operates, opportunities

and risks for the Company and the Company’s

operational and financial goals. They also consider

the future impact of the Company’s position in

relevant markets, stakeholder interests, and any

other aspects relevant to the Company and its

business, such as the environment, social and

employee-related matters, the value chain within

which the business operates and fighting corruption

and bribery.

Strategy-associated risks

Reviewing the Company’s risk assessment processes

and the monitoring of the Company’s internal risk

management and control systems continued to be a

priority and joint responsibility of the Board and all

committees throughout the year 2024. The review

entailed an overview of all relevant risks the

Company is exposed to, the internal controls in place

to address these risks, and the Board’s view on such

risks.

Financial results

The Board was updated on the Company’s financial,

legal and compliance risks through the Audit

Committee and the Risk & Sustainability Committee.

Other topics discussed were the annual, half-yearly

and quarterly results.

Off-site

The Board met for a three-day off-site meeting in the

Flow Traders New York office. During this off-site, the

Board concentrated on gaining insights into and

interacting with the U.S. operations, which involved

engaging with local leadership and essential

ecosystem partners. The sessions held provided the

Board with an opportunity to learn more about

business development in the region, trading, and

Flow Traders’ value proposition in the U.S.

Remuneration and variable compensation of

Executive Directors and employees

The Remuneration & Appointment Committee

updated the Board on remuneration and variable

compensation plans for both employees and the

Executive Directors. The Executive Directors did not

participate in the deliberations and decision-making

concerning their own remuneration.

Sustainability

Through the Risk & Sustainability Committee, we

intensified our focus on sustainability, we continue to

monitor developments in relation to the adoption of

the Corporate Sustainability Reporting Directive

(CSRD) within Dutch legislation and the implications

of the European Commissions’ Omnibus

Announcement in February 2025.

As part of our ESG efforts, we conducted a detailed

DMA to assess both the financial impacts of

sustainability risks and the environmental and social

impacts of our operations. The findings were

integrated into the deliberations of the Risk &

Sustainability Committee.

The Internal Audit function (IA)

The recommendations of the IA function, the

functioning of the IA function and the progress of the

2024 Internal Audit Plan have been discussed and

followed up during 2024.

Board evaluation

In November 2024, the Non-Executive Directors self-

evaluated their functioning and performance as a

group as well as for the Board’s committees and for

the individual Non-Executive Directors. In

preparation, input was collected by way of an

extensive questionnaire from the individual Non-

Executive Directors, from the Executive Directors and

from key employees with regular access to the Board

and/or its committees. The Non-Executive Directors

discussed this input and reflected on the insights

provided.

Based on the input and their own assessment of the

skills matrix, the Non-Executive Directors concluded

that they bring sufficient diversity in experience and

competencies to collectively be able to ensure a

proper and effective governance for the Company.

Also the composition and effectiveness of the Board

committees was positively assessed.

FLOW TRADERS | ANNUAL REPORT 2024 65

The Non-Executive Directors identified the following

key themes requiring continued attention in order to

further strengthen the effectiveness of the Non-

Executive Directors and of the Board as such going

forward:

▪ Global visibility and exposure of the Board vis-a-

vis employees

▪ Structural learning and development of Board

members, particularly regarding fast-evolving

asset classes like digital assets

▪ Clear delineation of roles and responsibilities

between Executive Directors and Non-Executive

Directors

▪ Board and committee meeting hygiene factors

The 2024 Non-Executive Director self-assessment

also included an independence-assessment which

was led by Rudolf Ferscha as Chairman of the Board

and Linda Hovius as Chairwoman of the

Remuneration & Appointment Committee. As a

result of this independence-assessment, the Non-

Executive Directors reconfirmed the independence

of Rudolf Ferscha, Linda Hovius, Delfin Rueda, Paul

Hilgers and Karen Frank. Jan van Kuijk was

considered a Non-Independent Director.

The Executive Directors also evaluated their own

functioning and performance as a group and

individually. In the 2024 Executive Director self-

assessment, the focus was on the dynamics between

and the functioning of the CEO, CFO and CTO, and

further strengthening the joint strategic vision of the

Executive Directors as a leadership team. It was

further concluded that the capabilities and

competencies of the Executive Directors are highly

complementary to each other, especially with Owain

Lloyd being elected as CTO as per the 2024 AGM and

being in charge of driving the Company’s strategic

direction with respect to all technology related

matters.

The performance of the Executive Directors was

discussed among the Non-Executive Directors, and

with each Executive Director individually, on at least

two separate occasions throughout the year. For a

detailed overview of the performance reviews and

the means by which these were conducted,

reference is made to the Remuneration report as

included in this Annual Report.

FLOW TRADERS | ANNUAL REPORT 2024 66

Committees

During the financial year 2024, the Board operated four committees: the Audit Committee, the Remuneration & Appointment Committee, the Trading & Technology

Committee, and the Risk & Sustainability Committee. For more information on the functioning and on the responsibilities of the committees, please refer to the chapter

Corporate governance.

The committees reported to the Board by sharing

their advice and recommendations during Board

meetings and by providing an update of the

deliberations.

Audit Committee

The Audit Committee met nine times in 2024. Other

attendees besides the committee members included

the CEO, CFO, CTO, the Global Head of Finance, the

Head of Investor Relations, the Global Head of

Internal Audit, the Global Head of Tax, the Global

Head of Risk and Compliance and the external

auditor.

During these meetings, the Audit Committee

discussed the annual results, the half-yearly results

and the quarterly results. Other topics discussed

include e.g. significant new and proposed legislative

initiatives related to accounting, auditing and

financial reporting, tax planning, tax strategy and

monitoring, assessing whether there were significant

deficiencies and material weaknesses in internal

control over financial reporting, the Company’s

financing strategy and Capital Management Policy

(including dividend proposals), assessing the

Company’s compliance with rules and regulations,

the Company’s Code of Conduct and the methods

used to assess the effectiveness of the internal and

external audit processes. Topics discussed with the

external auditor included the financial statements

over the financial year 2023, recommendations on

the basis of the Annual Report, their audit plan for

the financial year 2024 and their interim review

report. The Audit Committee reviewed the

management letter and recommendations included

in the auditor’s report, as issued by the external

auditor and discussed the actions taken by

leadership to address any recommendations and

observations. The Audit Committee evaluated the

performance of the external auditor and discussed

this with the Board and subsequently with the

external auditor. In light of this, the Audit Committee

advised the Board about the reappointment of the

external auditor for the reporting years 2024 and

2025, before the Board determined EY's nomination

for the appointment of the external auditor to the

General Meeting. Given the nature of our business,

the application of information and communication

technology by the Company, including risks relating

to cyber security, are discussed in detail in the

Trading & Technology Committee. Subsequently, key

items in respect of these items are also discussed in

the Audit Committee.

External auditor

The Audit Committee and the Executive Directors

reported to the full Board on EY’s functioning as the

external auditor, the Company’s relationship with the

external auditor, on its fees, as well as on other audit

and non-audit services it provided to the Company.

EY performed a review of the Company’s interim

financial statements and issued an unqualified

review report. The Audit Committee evaluated the

qualifications, performance and independence of EY,

taking into account the opinions of the Executive

Directors. The Audit Committee also obtained a

report from the external auditor regarding, among

other topics, its internal quality control procedures.

EY confirmed its independence from Flow Traders in

accordance with the professional standards

applicable to it. Based on the information provided

by the Audit Committee, the Board nominated EY as

external auditor for the reporting years 2024 and

2025 at the Company’s General Meeting in 2024.

Subsequently, EY was reappointed by the General

Meeting as external auditor for the reporting years

2024 and 2025.

The Internal Audit (IA) function

The IA function carried out all audits that were due

per the 2024 Internal Audit plan, as approved by the

Board in October 2023. Focus areas in the 2024

Internal Audit plan included amongst others trading,

risk management, IT systems and adherence to

regulatory requirements. The Audit Committee and

the Global Head of Internal Audit discussed the

internal audit results from 2024 (findings,

observations, recommendations, management

feedback and follow-up). In October 2024, the Board

approved an updated version of the Internal Audit

Charter and approved the risk-based multi-year

Internal Audit Plan for the years 2025-2027. The

Chairman of the Audit Committee maintains regular

dialogue with the Global Head of Internal Audit,

particularly in relation to ongoing audits and

outstanding audit items. More information can be

found in the chapter Corporate governance.

Risk & Sustainability Committee

The Risk & Sustainability Committee met five times in

2024. Invitees to the meeting were the Executive

Directors, the Global Head of Risk and Compliance

and the Global Head of Tax. The main focus in these

FLOW TRADERS | ANNUAL REPORT 2024 67

meetings were (i) the Executive Directors’ risk

assessment, (ii) the firm’s execution of its compliance

and regulatory frameworks (iii) and the firm’s initial

ESG efforts. The attendees discussed in detail the

relevant risks the Company is exposed to, the internal

controls in place to address these risks, the Executive

Directors’ views on such risks, as well as the

effectiveness of the design and operation of the

internal risk management and control system. More

information can be found in the chapter Corporate

governance.

Remuneration & Appointment Committee

The Remuneration & Appointment Committee met

seven times in 2024. Other attendees besides the

Committee members included the CEO, the CFO

and the Global Head of HR and Recruitment. During

these meetings the Remuneration & Appointment

Committee regularly discussed the Company culture

in general including but not limited to the results of

the annual employee engagement survey and any

follow-up actions resulting out of such survey. The

Remuneration & Appointment Committee further

discussed the Employee Remuneration Policy, made

proposals to the Board with respect to the the

remuneration of the individual Executive Directors.

The size, composition, functioning and succession

planning of the Board was reviewed including any

findings and conclusions. Other duties included the

monitoring of developments in rules and regulations

in relation to remuneration policies and the

preparation of the Remuneration report. Before

determining the remuneration of the individual

Executive Directors, the Remuneration &

Appointment Committee took note of the individual

Executive Director’s views with regard to the amount

and structure of their own remuneration.

Trading & Technology Committee

The Trading & Technology Committee met six times

in 2024. As the core business of the Company is

discussed in this committee, all of the Non-Executive

Directors formed part of the Trading & Technology

Committee. Invitees to the meeting were the

Executive Directors, Global co-Heads of Trading and

the Global co-Heads of Technology. The committee

addressed trading topics including but not limited to,

trading performance across all specific asset classes

and regions including KPI tracking, trading

strategies, market conditions and capital

management. The Trading & Technology Committee

also addressed technology topics, including but not

limited to technology strategies, information

security, and developments with respect to rules and

regulations concerning the Company’s technology

operations, e.g. DORA.

Non-Executive Directors

During the year 2024, two meetings were held

among the Non-Executive Directors, without the

Executive Directors being present. Both meetings

were related to the profit share allocation to the

Executive Directors, which, in accordance with the

Board Rules and the Company’s Remuneration

Policy, is a matter reserved for the Non-Executive

Directors. In January 2024, the Non-Executive

Directors discussed and approved the final 2023

profit share allocation to the Executive Directors, and

in December 2024, the Non-Executive Directors

discussed the preliminary 2024 profit share allocation

to the Executive Directors.

Financial statements

The 2024 financial statements were prepared by the

Board. They were discussed with the Audit

Committee, in attendance of EY. The financial

statements were audited by EY, who issued an

unqualified auditor’s report. Reference is made to the

auditor’s report of the financial statements. The

Board approved the financial statements as audited

by EY. We invite the General Meeting to adopt the

financial statements for 2024.

Information on the remuneration of the Executive

Directors can be found in the Remuneration report.

FLOW TRADERS | ANNUAL REPORT 2024 68

Board composition

Changes throughout 2024

The sole change to the composition of the Board

during the financial year 2024 was the election of

Owain Lloyd as CTO and Executive Director

per 13 June 2024.

Rotation Schedule

Any changes in the composition of the Board require

careful consideration from a succession planning

perspective. In making nominations to the General

Meeting of Shareholders for the election of directors

to the Board, the Board tries to mitigate the potential

future risk of directors simultaneously retiring. The

Board rotation schedule, which gives a clear insight

into each director's term(s) is available our website.

Gender diversity within the Board

We aim to incorporate diversity aspects such as

nationality, age, gender, educational background or

professional background into decision making

concerning the composition of our workforce.

Regardless of rules and regulations, we see diversity

as a means to guarantee a safe and inclusive

environment for our employees and to optimize

balanced decision making. To the extent possible,

these aims also apply to the composition of our

Board. The current composition of the Board is

diverse in terms of gender, nationality and expertise,

and has a suitable level of experience in the financial,

economic, trading, technology, social and legal

aspects of a Company like ours. Specifically with

respect to gender diversity within the Board, we have

set the following goals: (i) to have at least 1/3 female

and 1/3 male Non-Executive Directors and (ii) at least

one female and at least one male Executive Director.

During the year 2024 we were able to continue

meeting our gender diversity goals, as is reflected in

the following table.


Unit	Female	Male	Female/Male ratio
(headcount)
Executive Directors	1 (2023: 1)	2 (2023:1)	33% (2023: 50%)
Non-Executive Directors	2 (2023: 2)	4 (2023: 4)	33% (2023: 33%)
Board	3 (2023: 3)	6 (2023: 5)	33% (2023: 38%)

Board skills and expertise matrix

*Was a former executive board member of (listed) international company.

**Capital markets can be defined as any experience working within the broader capital markets ecosystem.

FLOW TRADERS | ANNUAL REPORT 2024 69

Meetings and attendance

The table below shows statistics concerning attendance at Board and committee meetings, reflected as number of meetings attended out of the total number of

meetings held during the calendar year 2024. The attendance rate of Non-Executive Directors during the year was 93.33% for Board meetings and 95.54% including

committee meetings and Non-Executive Director meetings. The Executive Directors attended each meeting in full or in part, except for the Non-executive Director

meetings and the Remuneration & Appointment Committee meetings concerning the profit share of the Executive Directors.


	Board meetings	Audit Committee	Remuneration & Appointment Committee	Risk & Sustainability Committee	Trading & Technology Committee	Non-Executive Directors
Rudolf Ferscha	10/10	9/9	7/7	5/5	6/6	2/2
Jan van Kuijk	10/10	9/9	6/7	5/5	6/6	2/2
Linda Hovius	7/10	2/9*	7/7	5/5	5/6	2/2
Karen Frank	10/10	9/9	2/7*	5/5	6/6	2/2
Paul Hilgers	9/10	4/9*	2/7*	5/5	6/6	2/2
Delfin Rueda	10/10	9/9	6/7	5/5	6/6	2/2
Mike Kuehnel	10/10	9/9	6/7	5/5	6/6	0/2*
Hermien Smeets-Flier	10/10	9/9	6/7	5/5	6/6	0/2*
Owain Lloyd**	7/10	3/9*	1/7*	2/5	2/6	0/2*

*Indicates that the person is not a member or standing invitee of the committee in question.

**Owain Lloyd’s term of office started as per his election on 13 June 2024.

FLOW TRADERS | ANNUAL REPORT 2024 70

Remuneration

report

Letter from the Chairwoman of the Board 2024

2024 remuneration for the Executive Directors

of the Board

2024 remuneration for employees

2024 remuneration for the Non-Executive

Directors of the Board

FLOW TRADERS | ANNUAL REPORT 2024 71

Letter from the Chairwoman 2024

Dear Stakeholders,

On behalf of the Remuneration & Appointment

Committee, I am pleased to present our 2024

Remuneration report. This report includes a

summary of our Remuneration Policy currently in

place and the remuneration paid out in 2024 in

accordance with this policy. In relation to the

allocated remuneration for 2024, this was aligned to

Flow Traders’ strong financial performance, including

a record fourth quarter in 2024 and second-best year

in terms of financial performance in the firm’s 20-

year history. To provide context, as a result of the

overall increase in market activity over the year, we

recorded net trading income of €467.8 million and

net profit of €159.5 million for the financial year 2024,

which was well above our financial performance in

the prior year. These results are aligned with the KPI

scorecard and formed the basis for the remuneration

distributed for the financial year 2024. The Non-

Executive Directors, in close consultation with, and

supported by, the Executive Directors have decided

that the 2024 firm-wide variable remuneration pool

is €87 million (2023: €34.7 million), corresponding to

32.5% of operating result in 2024.

Competition for talent

Talented professionals, especially those with

expertise relevant to Flow Traders, are in short

supply. To stay ahead of the competition, we

prioritize attracting, retaining, and developing top

talent. That is why we have strengthened our talent

pipeline and enhanced our remuneration

frameworks to align with our ambitious talent goals.

In 2024, we developed and implemented revised

salary frameworks and increased transparency in the

distribution of our profit-sharing scheme in an effort

to further improve our position as an employer of

choice.

A stronger technology team

A key element in building strong, engaged teams is

appointing the right leaders. In 2024, we were thrilled

to welcome Owain Lloyd as our CTO. With his

extensive expertise and proven track record in critical

areas such as quantitative systems, automation, and

scaling technology infrastructure, Owain brings the

leadership and vision needed to drive our technology

function forward.

His appointment marks an exciting step in our

continued growth. Since joining the firm, Owain has

already made a significant positive impact by

strengthening the core Technology leadership team

as well as improving cross-functional collaboration.

We look forward to the continued impact he will

make as we advance our mission and strengthen our

capabilities.

Fostering culture

The Flow Traders Board members, and specifically

the Remuneration & Appointment Committee,

remain committed throughout the year in

supporting initiatives that foster engagement and

strengthen the firm’s entrepreneurial culture.

In 2024, the Executive Directors, supported by the

broader leadership team, developed and executed

regional engagement plans aimed at enhancing key

focus areas such as team collaboration,

communication, and strategic transparency.

Additionally, members of the Remuneration &

Appointment Committee engaged directly with

employees to build connections and gain valuable

insights. These interactions enable us, as Non-

Executive Board members, to provide informed

guidance and support to the organization, ensuring

we continue to drive growth and innovation.

FLOW TRADERS | ANNUAL REPORT 2024 72

2024 remuneration for the Executive Directors of the Board

The remuneration (and other arrangements) for the Executive Directors is

determined by the Non-Executive Directors of the Board (following proposals

from the Remuneration & Appointment Committee). The Non-Executive Directors

have assessed the remuneration of the Executive Directors based on their

performance - both individual and as a team- and in accordance with Company

performance in 2024. A detailed explanation of the assessment is included in the

Performance assessment section of this Annual Report.

Total remuneration

The table below shows the total remuneration awarded to individual Executive

Directors in 2024. Flow Traders recorded a record fourth quarter in 2024 and

second-best year in terms of financial performance in our 20-year history. The

firm-wide variable remuneration pool in 2024 represents 32.5% of the operating

result, in line with the existing Remuneration Policy. In line with the proposed cap

on total remuneration in the 2024 Remuneration Policy, the hard cap on total

remuneration for each Executive Director in 2024 is €4.8 million. The cap is based

on average employee total pay of €239.8k, calculated according to the

recommendation of the Dutch Monitoring Commission.


Total remuneration of Executive Directors of the Board (in thousands of euro)
	Fixed remuneration		Variable remuneration						Extraordinary items		Pension scheme		Total remuneration		Proportional split (%) of remuneration in fixed/variable
Name	Base salary		Cash				Company shares’								Variable
	2024	2023	2024		2023		2024	2023	2024	2023	2024	2023	2024	2023	2024	2023
			Upfront	Deferred	Upfront	Deferred
Mike Kuehnel, CEO (2023 -)1	300	156	400	400	125	125	800	250	—	—	—	—	1,900	656	16%/84%	24%/76%
Hermien Smeets-Flier, CFO (2023 -)	300	134	416 2	381	100	100	763	200	—	—	—	—	1,860	534	16%/84%	25%/75%
Owain Lloyd, CTO (2024-)3	201	—	219	219	—	—	437	—	—	—	—	—	1076 4	—	19%/81%	—

1 Mike Kuehnel’s current term is 2021-2025, he assumed the role of CEO as of 2023.
2Includes final payment of 35k of guaranteed profit share contractually agreed in 2023.
3 Owain Lloyd was elected as Chief Technology Officer in June 2024, employed as of May 2024.
4 Total remuneration includes full contractually agreed guaranteed profit share in 2024.

FLOW TRADERS | ANNUAL REPORT 2024 73

Base salary

In 2024, Owain Lloyd joined the firm as CTO and

member of the Flow Traders Board. Alongside Mike

Kuehnel (CEO) and Hermien Smeets-Flier (CFO), our

Executive Directors receive an annual base salary of

€300,000. This modest base salary is in line with our

remuneration philosophy, which heavily relies on

variable remuneration based on positive Company

performance.

Variable remuneration

The design of our variable remuneration reflects our

remuneration principles. We operate a single

incentive plan that drives and rewards both annual

and long-term performance with a significant focus

on the long-term through the multi-year pay-out

mechanism and half of the award being paid in Flow

Traders equity. The value of the equity is directly

linked to performance of the Flow Traders’ share

price from the date of grant to vesting. Further, any

outstanding variable remuneration (deferred or

unvested) remains at risk in full for future years. In

line with our guiding principles, the Executive

Directors share in the same firm-wide variable

remuneration pool as all other employees. This pool

of variable remuneration is primarily a function of

operating results. While this structure is uncommon

among listed companies, it is in line with the practice

in our industry among both listed and non-listed

peer companies, and necessary to be able to attract,

retain and motivate individuals of the highest caliber.

Executive Directors performance assessment

To determine the Executive Directors’ variable

remuneration awards, the Non-Executive Directors

conduct a holistic assessment of the performance of

each Executive Director and the Executive Directors

as a whole in accordance with a defined scorecard. In

this holistic performance assessment, the Non-

Executive Directors consider performance against

Company targets, which have a weight of 70% of

their variable compensation and include both

financial and sustainability KPIs. To ensure a

balanced assessment, our KPIs do not have pre-

determined weightings, allowing the Remuneration

& Appointment Committee to determine the overall

outcome and ensure appropriateness in wider

circumstances. Objectives for the KPIs included in

the scorecard are set prior to the beginning of the

year and where appropriate quantitative targets are

predefined to ensure the assessment is robust.

Individual performance is assessed alongside

Company performance with a 30% weighting to

determine the final variable compensation

outcomes. Below we present the Company KPIs and

the explanation on the performance assessment as

conducted for 2024. Total remuneration amounts are

formally capped for any individual Executive Director

of the Board at 20 times the average FTE total

remuneration.

Performance assessment

The Company performance scorecard is focused on

six specific performance criteria. The criteria were

chosen to align with our business, our strategy and

include a range of financial and sustainability

metrics. During 2024 similar Company performance

criteria were applied as in 2023 (with a change in the

Normalized EBITDA margin to EBITDA margin), with

a weighting of 70%. The remaining 30% is based on

individual performance metrics.

The criteria were set ahead of the performance

period, ensuring that the achievement of targets is

challenging, and were as follows:

1. Median daily net trading income (NTI)

normalized for volatility:

We believe that the median daily NTI normalized by

volatility provides a statistically clean picture of

overall business growth. The distribution of daily NTI

is not normally distributed but more shaped like a

Poisson or Gamma distribution with a few negatives

days and more higher profitability days. Due to the

fact that the higher profitability days are

independent, a simple average of daily NTI is

statistically less relevant than the median of the daily

NTI. It is Flow Traders’ ambition to increase this

median NTI for equal volatility scenarios. Therefore, it

is necessary to normalize the observed daily NTI by

the volatility. Since volatility does not have a linear

effect, but a moderately exponential impact, it has

been determined that the most appropriate

calculation option is to divide the daily median NTI by

the square root of the volatility. This exercise has

been performed on our historical results and the

average VIX value has been used to normalize the

NTI. It is important to note that for a business with a

global footprint which is exposed to multiple

different asset classes, VIX is a simplified proxy for

overall volatility (VIX is the implied volatility of the

S&P500). However, it does provide a measure of

general market sentiment.

The target value set by the Company is to have this

metric increase by 10 points every year which equals

an increase of approximately €50,000 per trading

day. The target for this metric was set at 247 for 2024

and Flow Traders achieved an actual result of 350.

2. EBITDA margin

EBITDA margin is a profitability ratio that measures

how much in earnings a company is generating

before interest, taxes, depreciation, and amortization,

as a percentage of the total income.

The target for this metric was set at 34.3% for 2024,

this is reflective of prior annual outcomes and is at a

level which ensures a sustainable and growing

business for all internal and external stakeholders.

Flow Traders achieved an actual result of 45%.

FLOW TRADERS | ANNUAL REPORT 2024 74

The criteria of this metric was changed from

Normalized EBITDA margin to EBITDA margin

during the 2024 performance year.

3. Return on average shareholders' equity

The return on average shareholders' equity shows

how much money is returned to our shareholders as

a percentage of the money that has been invested or

retained in Flow Traders. It is calculated by dividing

Flow Traders net profit for the year by the average

total shareholders' equity for the year (i.e., the

average of the opening and closing shareholders'

equity balances, expressed as a percentage).

The target for this metric was set at 20% for 2024,

which is an approximation of Flow Traders’ cost of

equity and steers towards delivering a return on

shareholders' equity that is greater than the

Company’s cost of equity. Flow Traders achieved an

actual result of 24%.

4. Business development

It is an ongoing goal of the Company to further grow

and diversify our trading activities each year,

particularly in the context of the broader market

volumes. We revised the business development KPI

in the previous year to more closely align with the

Company’s stated growth and diversification agenda,

with four components contributing to this KPI. An

important component of our trading is off-exchange

with institutional counterparties and the value

traded per active counterparty helps to measure the

development in this area. As we diversify our trading

into different asset classes, the net trading income

we derive from fixed income, commodities, FX and

digital assets as a portion of total net trading income

measures the growing diversification of the business.

In a similar vein, the net trading income we derive

from the Americas and APAC as a portion of total net

trading income measures the growth of the business

outside of our European market. And lastly, our own

ETP value traded compared to the market ETP value

traded measures our share of the overall market.

This business development score provides a relative

score based on an algorithm comprised of several

input levers including the number of active

counterparties, off-exchange value traded, our net

trading income by asset class and by region, our own

ETP value traded and total market ETP value traded.

At the end of 2024, Flow Traders had over 2,000

counterparties and off-exchange value traded

amounted to €518 billion for the year. Fixed income,

commodities, FX and digital assets accounted for 51%

of total NTI and the Americas and APAC accounted

for 44% of total NTI. Flow Traders ETP value traded

amounted to €1,545 billion and market ETP value

traded amounted to €47,933 billion.

The target for this metric was set at 1.8 for 2024, given

these inputs and developments, Flow Traders

achieved a actual score of 1.72.

5. Compliance awareness score

The compliance awareness score ensures that the

incidents raised as part of the Financial & Capital Risk

and Non-Financial Risk & Compliance Committees

are reported on a timely basis to the Board. Only

known incidents are raised to the Board at the time

of reporting.

Incident management was successful overall; issues

were identified and escalated through transparent

channels. Opportunities remain for improvement

with respect to implementing cross-departmental

enhancements and structural solutions rather than

ad hoc improvements.

Flow Traders achieved a 100% outcome with respect

to its compliance awareness score which is in line

with the 2024 target set for the executives. All

incidents were reported on a timely basis and Flow

Traders relies on the procedures and training of the

Compliance and Business teams to ensure any

breach of obligations are sufficiently escalated and

acted upon.

6. Engagement score

This is the average score given by our employees in

response to the main engagement question in our

annual global employee engagement survey.

Engagement is a measure of how committed and

enthusiastic employees are about their work and the

organization. When people are engaged, they feel

more comfortable being themselves at work.

Different factors contribute to employee

engagement, including organizational culture, work

environment, work relationships, and development

opportunities.

On the engagement score a 7.2 (2023: 7.0) was

scored, this is 6% below the global target of 7.7 for

2024. However, the regional scores (EMEA: 7.1,

Americas: 7.4, APAC: 7.0) were all in line with the

regional benchmarks.

2024 performance summary

The performance on the Company scorecard in

combination with the Executive Directors’ individual

performance have determined the individual variable

compensation outcome. As mentioned, our KPIs do

not have further pre-determined weightings,

allowing the Remuneration & Appointment

Committee to determine the overall outcome and

ensure appropriateness in overall circumstances.

While the results of the engagement score and

business development measures came in below

target, performance on these metrics was still viewed

as acceptable, given the market circumstances. The

rationale for not reaching the targets has been

FLOW TRADERS | ANNUAL REPORT 2024 75

understood. In addition to the Company

performance metrics, the individual performance of

the Executive Directors was also considered in

setting the variable remuneration levels.

2025 scorecard

Performance scorecard

The Non-Executive Directors of the Board have

determined that the six KPIs used to assess

Executive Director performance in 2024 will be

retained for the 2025 performance year. The specific

targets relating to each of these KPIs are

commercially sensitive and accordingly the target

ranges and actual performance outcomes achieved

will be disclosed retrospectively together with

appropriate commentary in the next Annual Report.

The weighting of the Company versus individual

targets will remain at 70% versus 30%.

FLOW TRADERS | ANNUAL REPORT 2024 76

Deferral and vesting of variable pay

We believe in creating a culture of ownership, risk awareness and entrepreneurial

spirit and we embrace an approach which truly connects our people to the

business in sharing profit and risk. To ensure that the variable remuneration award

of the Executive Directors is aligned with our beliefs and contributes to long-term

value creation and shareholder experience, 50% of the 2024 award to the

Executive Directors is paid out in equity deferred over multiple years. This

approach allows us to take a longer-term outlook on remuneration and the table

below illustrates the vesting schedule for outstanding awards. All equity-based

awards are subject to a holding period of one-year post-vesting. The main terms

and conditions of the awarded shares to Executive Directors are provided in the

table ‘Executive Directors share-based compensation’. The remaining 50% is

settled in cash, paid in equal installments in 2025 and 2026.

The above approach accords with our culture and remuneration philosophy of

encouraging management and employee share ownership, creating alignment

with the our long-term success.


Years of vesting for cash-settled instruments (before 2023) and awarded shares (2023 onwards) (in thousands of euro)
Executive Directors of the Board	2024	2025	2026	2027	2028
Mike Kuehnel, CEO
2021	125	125	125	—	—
2022	213	213	213	213	—
2023	63	63	63	63	—
2024	—	200	200	200	200
Hermien Smeets-Flier, CFO
2023	50	50	50	50	—
2024	—	191	191	191	191
Owain Lloyd, CTO
2024	—	109	109	109	109
Dennis Dijkstra
2020	963	963	—	—	—
2021	181	181	181
2022	213	213	213	213	—
Folkert Joling
2020	963	963	—	—	—
2021	181	181	181	—	—
2022	213	213	213	213	—
Thomas Wolff
2020	481	481	—	—	—
2021	100	100	100	—	—

FLOW TRADERS | ANNUAL REPORT 2024 77


Executive Directors share-based compensation (shares)
Share plan	Tranche	Grant date	Vesting date	End of retention period	Outstanding at the beginning of 2024	Granted	Dividend reinvestment	Vested	Forfeited	Outstanding at the end of 2024	Fair value per share at the grant date
Mike Kuehnel
2023	Tranche 1	12-Jan-24	7-Mar-24	7-Mar-25	—	3,774	—	3,774	—	—	16.56
	Tranche 2	12-Jan-24	2-Jan-25	2-Jan-26	—	3,774	28	—	—	3,802	16.56
	Tranche 3	12-Jan-24	2-Jan-26	2-Jan-27	—	3,774	28	—	—	3,802	16.56
	Tranche 4	12-Jan-24	2-Jan-27	2-Jan-28	—	3,774	28	—	—	3,802	16.56
2024 1	Tranche 1	17-Jan-25	12-Mar-25	12-Mar-26	—	—	—	—	—	—	—
	Tranche 2	17-Jan-25	2-Jan-26	2-Jan-27	—	—	—	—	—	—	—
	Tranche 3	17-Jan-25	2-Jan-27	2-Jan-28	—	—	—	—	—	—	—
	Tranche 4	17-Jan-25	2-Jan-28	2-Jan-29	—	—	—	—	—	—	—
Hermien Smeets-Flier
2023	Tranche 1	12-Jan-24	7-Mar-24	7-Mar-25	—	3,019	—	3,019	—	—	16.56
	Tranche 2	12-Jan-24	2-Jan-25	2-Jan-26	—	3,019	23	—	—	3,019	16.56
	Tranche 3	12-Jan-24	2-Jan-26	2-Jan-27	—	3,019	23	—	—	3,019	16.56
	Tranche 4	12-Jan-24	2-Jan-26	2-Jan-28	—	3,019	23	—	—	3,019	16.56
2024 1	Tranche 1	17-Jan-25	12-Mar-25	12-Mar-26	—	—	—	—	—	—	—
	Tranche 2	17-Jan-25	2-Jan-26	2-Jan-27	—	—	—	—	—	—	—
	Tranche 3	17-Jan-25	2-Jan-26	2-Jan-28	—	—	—	—	—	—	—
	Tranche 4	17-Jan-25	2-Jan-27	2-Jan-29	—	—	—	—	—	—	—
Owain Lloyd
2024 1	Tranche 1	17-Jan-25	12-Mar-25	12-Mar-26	—	—	—	—	—	—	—
	Tranche 2	17-Jan-25	2-Jan-26	2-Jan-27	—	—	—	—	—	—	—
	Tranche 3	17-Jan-25	2-Jan-26	2-Jan-28	—	—	—	—	—	—	—
	Tranche 4	17-Jan-25	2-Jan-27	2-Jan-29	—	—	—	—	—	—	—
Total Executive Directors						27,172	153	6,793	—	20,463

General: Shares are granted at the gross amounts and will vest at the net amount (gross amount less tax)

1 The 2024 share scheme will only be known at the closure of the first open period (11 March 2025), where the average VWAP for the open period will be known as well as the exact number of shares granted to each Executive Director.

FLOW TRADERS | ANNUAL REPORT 2024 78

Comparative overview of Company performance and remuneration

The long-standing foundation of our Remuneration Policy reflects a relatively

modest base salary and variable remuneration that is aligned with Company

performance – which varies each year depending on successful or less successful

(financial) years. This is clearly illustrated in the table below which shows the

development of the Company performance and the awarded (full-time)

remuneration of executives and average employee remuneration over the last

five years.

Internal pay ratios

The 2024 pay ratio (CEO total pay vs. average total employee pay) is 7.92 compared

to 4.33 in 2023. This is well below the cap of 20 times average total employee pay.

Scenario analyses

The Board carries out yearly scenario analyses when determining the structure

and level of Executive Director remuneration outcomes, in accordance with the

Dutch Corporate Governance Code.

This includes the calculation of remuneration under different scenarios, whereby

different performance assumptions are considered. By considering different

performance assumptions, the possible outcomes of variable components and the

resulting impact on the total remuneration of the Executive Directors is

understood and examined. The Board believes the current remuneration structure

and outcomes are appropriate and aligned with shareholder experiences. The

Board will continue to assess the adequacy of the remuneration structure,

including performance measures used for variable remuneration components.

Comparative remuneration table on remuneration

1Mike Kuehnel’s current term is 2021-2025, he assumed the role of CEO as of 2023.

and Company performance over the last five years


(in thousands of euro)	2020	2021	2022	2023	2024
The Board: Total remuneration awarded (actual)
Mike Kuehnel, CEO (2023 - )1	—	1,040	1,795	656	1,900
Hermien Smeets-Flier, CFO (2023 - )	—	—	—	534	1,860
Owain Lloyd, CTO (2024-)	—	—	—	—	1,076
Dennis Dijkstra, CEO (2014 - 2022 )	7,795	1,545	1,795	41	—
Folkert Joling, CTrO (2018 - 2023)	7,803	1,553	1,803	475	—
Comparative company performance (comparative)	2019:2020	2020:2021	2021:2022	2022:2023	2023:2024
Net trading income (NTI)	331%	(59%)	20%	(35%)	56%
Normalized EBITDA	251%	(52%)	(67%)	(55%)	223%
Basic EPS	(67%)	129%	1%	11%	335%
FTE total remuneration	2019:2020	2020:2021	2021:2022	2022:2023	2023:2024
Average FTE total remuneration	306%	(59%)	4%	(36%)	58%

FLOW TRADERS | ANNUAL REPORT 2024 79

No pensions, loans and other benefits

In 2024, no personal loans, guarantees or related

benefits were granted by the Company to the

members of the Board as part of their compensation

package. No loans, guarantees or similar instruments

to the members of the Board were outstanding on 31

December 2024.

We have not reserved nor accrued any amounts to

cover pension claims or retirement claims. We do not

provide any other ancillary benefits for any member

of the Board.

Clawback variable remuneration

Malus and clawback provisions are in place that are

comprehensive, irreversible and substantially exceed

regulatory requirements. No variable remuneration

has been clawed back during 2024.

Temporary deviations from the

Remuneration Policy

No temporary deviations took place from the

respective policy in 2024.

Shares held by employees and Executive

Board members

We have a long-standing philosophy of encouraging

management and employee share ownership,

creating alignment between the Company’s long-

term success and individual personal financial

circumstances. Since IPO, we have utilized a number

of share schemes. In connection with the IPO a

significant number of current and former employees

invested in Flow Traders. Subsequently, the Flow

Traders Cash Incentive Plan (FCIP) and Flow Traders

Loyalty Incentive Plan (FLIP) were introduced. The

FCIP was replaced in 2020 by a new share plan which

provides for the award up to 50% of variable

remuneration in shares (or share-like instruments).


31 December 2024 shares held by Executive Directors	Number of shares	% of outstanding total shares
Mike Kuehnel (CEO)	27,464	0.1%
Hermien Smeets-Fleer (CFO)	1,524	—%
Total	28,988	0.1%

FLOW TRADERS | ANNUAL REPORT 2024 80

2024 remuneration for employees

Variable remuneration

We apply an annual performance cycle. At the

beginning of each calendar year, clear objectives are

set, which are in line with our Company objectives.

Performance is reviewed twice during an annual

cycle. Individual variable remuneration payable from

the collective variable compensation pool is

dependent on Company and business unit

performance, individual performance and the

individual’s contribution to the long-term success of

the Company as a whole, discouraging a culture of

‘star’ behavior and fostering collaboration and

teamwork. Flow Traders does not base variable

remuneration directly on financial results achieved

individually. The Executive Directors approve the

awarding of variable remuneration. If awarded,

variable remuneration is paid in cash, Company

shares and Company share like instruments in one to

multiple annual installments, depending on the

amount of variable remuneration awarded. The

deferred variable component acts as a first loss

tranche to compensate for any operating loss in the

subsequent year, acting as a buffer before such loss

would impact shareholder equity. This serves as an

important incentive for risk-aware behavior, focusing

on the long-term objectives of the Company and

alignment with our risk appetite. We deem the

deferral period sufficient given the Company’s risk

profile and horizon.

▪ Variable remuneration components may become

subject to reduction or clawback if it is

determined that the relevant employee did not

meet adequate norms of competence and

appropriate behavior or was responsible for

behavior that led to a substantial deterioration of

the Company’s position, in accordance with

applicable law

▪ We do not award guaranteed variable

remuneration to employees unless the

guaranteed variable component is awarded in

relation to hiring new staff, limited to the first year

of employment, and only if we have a sound and

strong capital base

▪ We do not award severance payments if there is a

serious imputable act or negligence by the

employee in the fulfillment of his or her function

or where an employee resigns voluntarily (unless

this is the consequence of a serious imputable act

or negligence (ernstig verwijtbaar handelen of

nalaten) by the Company)

▪ The Company does not grant its employees any

personal loans, guarantees or equivalent benefit

as part of their compensation package. We do not

provide any other ancillary benefits for any

employee. We have not reserved or accrued any

amounts to cover pension claims or retirement

claims

Emphasizing share ownership

We value ownership, both in terms of mindset,

behavior as well as a share in the ownership of the

Company. We believe that being a shareholder aligns

the interests of the Company with those of our

employees. Ever since the Company went public and

before, we have a history of offering our employees

the opportunity to become shareholders. From

performance year 2020 onwards, we have begun

rewarding employees directly in Company shares.

The higher the variable remuneration an individual

receives, the higher the proportion of variable

compensation paid out in shares.

We are also maintaining our FLIP (Flow Loyalty

Incentive Plan) program, whereby we award

Company shares to employees marking their two-

year anniversary with the Company. Shares awarded

under the FLIP are subject to a lock-up period. All

shares awarded to employees are fully paid out from

the variable compensation pool. The terms and

conditions of the employee share plans are subject to

review by the Executive Directors annually. As a part

of these plans, shares have been and will be bought

in the market.

Pension

We encourage our employees to save for retirement.

At our headquarter in Amsterdam, we partner with a

pension provider, giving employees the freedom of

choice to select the option that best suits their

individual needs while incentivizing participation in

the Company-sponsored program. In our other

offices we offer schemes that are driven by country

specific practices and regulations.

Variable compensation granted

In 2024, the total amount of variable remuneration

awarded to all employees including the Executive

Directors was €87 million (2023: €34.7 million).

In 2024, Company-wide average compensation

(includes salary, social security costs and variable

remuneration) paid per average FTE was €239.8K

(2023: €151.7K), while variable remuneration per

average FTE amounted to 56.8% (2023: 33.8%) of total

compensation in 2024. This excludes any Executive

Director remuneration.

FLOW TRADERS | ANNUAL REPORT 2024 81

2024 remuneration for the Non-Executive Directors of the Board

The table below shows the total fixed compensation awarded to the individual Non-Executive Directors.


Remuneration of the Non-Executive Directors			Committee fees, annualized (€)
	Chair	Board fee (€)	Audit Committee	Remuneration & Appointment Committee	Risk & Sustainability Committee	Trading & Technology Committee	Total annualized fees (€)	Actual fees paid, 2024 (€)
Rudolf Ferscha	Board	100,000	7,500	7,500	7,500	7,500	130,000	130,000
Jan van Kuijk	Trading & Technology	70,000	7,500	7,500	7,500	10,000	102,500	102,500
Linda Hovius	Remuneration & Appointment	70,000		15,000	7,500	7,500	100,000	100,000
Paul Hilgers	Risk & Sustainability	70,000			10,000	7,500	87,500	87,500
Delfin Rueda	Audit Committee	70,000	15,000	7,500	7,500	7,500	107,500	107,500
Karen Frank		70,000	7,500		7,500	7,500	92,500	92,500
Total 2024		450,000	37,500	37,500	47,500	47,500	620,000	620,000

FLOW TRADERS | ANNUAL REPORT 2024 82

2023 remuneration for the Non-Executive Directors of the Board

The table below shows the total fixed compensation awarded to the individual Non-Executive Directors.


Remuneration of the Non-Executive Directors			Committee fees, annualized (€)
	Chair	Board fee (€)	Audit Committee	Remuneration & Appointment Committee	Risk & Sustainability Committee	Trading & Technology Committee	Total annualized fees (€)	Actual fees paid, 2023 (€)
Rudolf Ferscha	Board	100,000	7,500	7,500	7,500	7,500	130,000	130,000
Jan van Kuijk	Trading & Technology	70,000	7,500	7,500	7,500	10,000	102,500	102,500
Linda Hovius	Remuneration & Appointment	70,000		15,000	7,500	7,500	100,000	100,000
Paul Hilgers	Risk & Sustainability	70,000			10,000	7,500	87,500	74,058
Delfin Rueda	Audit	70,000	15,000	7,500	7,500	7,500	107,500	82,118
Karen Frank		70,000	7,500		7,500	7,500	92,500	70,660
Oliver Bisserier	Audit Committee and Risk Committee	70,000	15,000		10,000	7,500	102,500	34,167
Rodger Hodenius		70,000		7,500	7,500	7,500	92,500	30,833
Ilonka Jankovich		70,000	7,500		7,500	7,500	92,500	0
Total 2023		660,000	60,000	45,000	72,500	70,000	907,500	624,336
1. Paul Hilgers, Delfin Rueda and Karen Frank were elected as Non-Executive Directors at the 2023 AGM, held on 26 April 2023. Olivier Bisserier’s and Roger Hodenius’ term of office ended at the 2023 AGM and they decided not to go up for re-election.
2. Ilonka Jankovich stepped down as a member of the (former) Supervisory Board as per 13 January 2023

FLOW TRADERS | ANNUAL REPORT 2024 83

No variable remuneration shares, pensions,

loans and other benefits

The Non-Executive Directors did not receive variable

remuneration for their work as Board members or

any share-based remuneration, and no personal

loans, guarantees or equivalent benefits were

granted by the Company to the Non-Executive

Directors as part of their compensation package. We

have not reserved nor accrued any amounts to cover

pension claims or retirement claims. We do not

provide any other ancillary benefits for any Non-

Executive Director.

Flow Traders_Mila van Egmond_-44-modified.png

2024 Financial statements


Consolidated statement of financial position	85
Consolidated statement of profit or loss and other comprehensive income	87
Consolidated statement of changes in equity	88
Consolidated statement of cash flows	89
Supplementary notes to the financial statements	91
Parent Company financial statements	134
Notes to the parent Company financial statements	137

FLOW TRADERS | ANNUAL REPORT 2024 85


Consolidated statement of financial position (in thousands of euro)		As at 31 December
	Note	2024	2023 (restated)
Assets
Cash and cash equivalents	16	8,389	5,708
Financial assets held for trading	17	6,118,987	5,568,326
Trading receivables	18	5,960,221	5,647,163
Other assets held for trading	19	625,085	213,965
Other receivables	20	35,464	20,675
Investments measured at fair value through OCI	21	33,094	20,083
Investments measured at fair value through PL	22	24,697	6,485
Equity-accounted investments	23	11,497	4,807
Property and equipment	24	68,905	72,434
Intangible assets	25	2,002	2,678
Current tax assets	15	4,866	6,073
Deferred tax assets	15	8,059	9,945
Total assets		12,901,266	11,578,343
Liabilities
Financial liabilities held for trading	26	4,274,703	3,150,587
Trading payables	27	7,150,564	7,457,041
Other liabilities held for trading	28	512,492	243,880
Other liabilities	29	97,017	77,719
Loans and borrowings	30	24,957	—
Lease liabilities	31	52,178	53,042
Provisions	33	—	4,111
Current tax liabilities	15	22,640	3,616
Deferred tax liabilities	15	107	2,509
Total liabilities		12,134,658	10,992,505

FLOW TRADERS | ANNUAL REPORT 2024 86


Equity
Share capital	32	159,851	162,871
Share premium	32	556	556
Treasury shares	32	(57,857)	(88,008)
Share based payment reserve	32	35,307	40,740
Retained earnings	32	584,267	449,336
Currency translation reserve	32	35,400	18,072
Fair value reserve	32	9,084	2,271
Total equity		766,608	585,838
Total equity and liabilities		12,901,266	11,578,343

The supplementary notes on pages 91 to 133 are an integral part of these consolidated financial statements. Refer to Note 4 for additional information regarding restated

balances as of 31 December 2023.

FLOW TRADERS | ANNUAL REPORT 2024 87


Consolidated statement of profit or loss and other comprehensive income (in thousands of euro)		For the year ended 31 December
	Note	2024	2023
Gross trading income		800,775	577,097
Fees related to the trading activities		129,758	98,591
Net financial expenses related to the trading activities		203,223	178,195
Net trading income	11	467,794	300,311
Other income	12	11,525	3,565
Total income		479,319	303,876
Employee expenses	13	166,918	133,950
Depreciation of property and equipment	24	16,559	17,688
Amortization of intangible assets	25	728	606
Write off of (in)tangible assets	25	148	76
Other expenses	14	95,301	100,087
Operating expenses		279,654	252,407
Operating result		199,665	51,469
Finance cost	30, 31	(3,288)	(2,296)
Impairment of equity-accounted investments	23	(766)	(4,445)
Share of profit/(loss) of equity-accounted investments, net of tax	23	(1,247)	(74)
Profit before tax		194,364	44,654
Tax expense	15	34,827	8,503
Profit for the year attributable to the owners of the Company		159,537	36,151
Other comprehensive income (loss)
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences - foreign operations	32	17,328	(6,827)
Items that will not be reclassified subsequently to profit or loss
Changes in investments at fair value through other comprehensive income	32	6,813	231
Other comprehensive income for the year, net of tax		24,141	(6,596)
Net other comprehensive income for the year attributable to the owners of the Company		183,678	29,555
Earnings per share
Basic earnings per share	10	3.69	0.84
Diluted earnings per share	10	3.56	0.81

The supplementary notes on pages 91 to 133 are an integral part of these consolidated financial statements.

FLOW TRADERS | ANNUAL REPORT 2024 88


Consolidated statement of changes in equity (in thousands of euro)									2024
	Note	Share capital	Share premium	Treasury shares	Share based payment reserve	Currency translation reserve	Fair value reserve	Retained earnings	Total
Balance at 1 January 2024		162,871	556	(88,008)	40,740	18,072	2,271	449,336	585,838
Profit		—	—	—	—	—	—	159,537	159,537
Total other comprehensive income		—	—	—	—	17,328	6,813	—	24,141
Total comprehensive income for the period		—	—	—	—	17,328	6,813	159,537	183,678
Transactions with owners of the Company
Dividends	32	—	—	—	—	—	—	(6,480)	(6,480)
Cancellation of shares	32	(3,020)	—	20,001	—	—	—	(16,981)	—
Repurchase of shares	32	—	—	(11,804)	—	—	—	—	(11,804)
Share based payments	13, 32	—	—	21,954	(5,433)	—	—	(1,145)	15,376
Total transactions with owners of the Company		(3,020)	—	30,151	(5,433)	—	—	(24,606)	(2,908)
Balance at 31 December 2024		159,851	556	(57,857)	35,307	35,400	9,084	584,267	766,608


Consolidated statement of changes in equity (in thousands of euro)									2023
	Note	Share capital	Share premium	Treasury shares	Share based payment reserve	Currency translation reserve	Fair value reserve	Retained earnings	Total
Balance at 1 January 2023		162,871	2,372	(103,536)	56,865	24,899	2,040	460,804	606,315
Profit		—	—	—	—	—	—	36,151	36,151
Total other comprehensive income		—	—	—	—	(6,827)	231	—	(6,596)
Total comprehensive income for the period		—	—	—	—	(6,827)	231	36,151	29,555
Transactions with owners of the Company
Dividends	32	—	—	—	—	—	—	(47,619)	(47,619)
Repurchase of shares	32	—	—	(8,761)	—	—	—	—	(8,761)
Share based payments	13	—	(1,816)	24,289	(16,125)	—	—	—	6,348
Total transactions with owners of the Company		—	(1,816)	15,528	(16,125)	—	—	(47,619)	(50,032)
Balance at 31 December 2023		162,871	556	(88,008)	40,740	18,072	2,271	449,336	585,838

The supplementary notes on pages 91 to 133 are an integral part of these consolidated financial statements.

FLOW TRADERS | ANNUAL REPORT 2024 89


Consolidated statement of cash flows (in thousands of euro)		For the year ended 31 December
	Note	2024	2023 (restated)
Cash flows from operating activities
Profit for the year		159,537	36,151
Adjusted for:
Depreciation of property and equipment	24	16,559	17,688
Amortization of intangible assets	25	728	606
Write off of (in) tangible assets	25	148	76
Impairment of equity-accounted investees (net of tax)	23	766	4,445
Share of profit/ (loss) of equity-accounted investees (net of tax)	23	1,247	74
Share-based payment transactions	13	17,381	16,930
Tax expense	15	34,827	8,503
Net (gains) / losses on Investments at FVPL		(11,525)	(3,493)
Interest expense on loans and borrowings	30	1,100	—
Interest expense on leases	31	2,189	2,296

Changes in working capital
▪ (increase)/decrease financial assets held for trading	17	(550,661)	(582,189)
▪ (increase)/decrease trading receivables	18	(313,058)	(381,919)
▪ (increase)/decrease other assets held for trading	19	(411,120)	(133,047)
▪ (increase)/decrease other receivables	20	(14,789)	4,032
▪ increase/(decrease) financial liabilities held for trading	26	1,124,116	108,272
▪ increase/(decrease) trading payables	27	(306,477)	841,624
▪ increase/(decrease) other liabilities held for trading	28	268,612	211,680
▪ increase/(decrease) other liabilities	29	31,702	(52,645)
▪ Corporate income tax paid	15	(15,110)	(23,711)
▪ Change in provisions	33	(4,111)	4,111
Cash flows from operating activities		32,061	79,484

Cash flows from investing activities
Investments and acquisitions of financial assets held at FVOCI	21	(4,686)	(478)
Investments and acquisitions of financial assets held at FVPL	22	(10,175)	(1,063)
Investments and acquisitions of equity-accounted investees	23	(8,703)	(4,224)

FLOW TRADERS | ANNUAL REPORT 2024 90


Disposals or sales of financial assets held at FVOCI	21	—	275
Disposals or sales of financial assets held at FVPL	22	4,293	—
Disposals or sales of equity-accounted investees	23	—	78
Acquisition of property and equipment	24	(6,579)	(11,951)
Acquisition of intangible assets	25	—	(107)
Cash flows from investing activities		(25,850)	(17,470)

Cash flows from financing activities
Dividend paid	32	(6,480)	(47,619)
Payment of lease liabilities	31	(9,354)	(8,310)
Proceeds from loans and borrowings	30	25,000	—
Interest paid on and loans and borrowings	30	(893)	—
Transaction costs related to loans and borrowings	30	(250)	—
Repurchases of shares	32	(11,804)	(8,761)
Cash flows from financing activities		(3,781)	(64,690)

Effect of movements in exchange rates on cash and cash equivalents		251	(228)
Change in cash and cash equivalents		2,681	(2,904)

Change in cash and cash equivalents
Cash and cash equivalents at opening	16	5,708	8,612
Cash and cash equivalents at close	16	8,389	5,708
Change in cash and cash equivalents		2,681	(2,904)

For the period ended 31 December 2024 the interest paid amounted to € 281.0 million (2023: €256.4 million), which includes €269.9 million (2023: €256.1 million) related to

trading income and €0.5 million (2023: €0.3 million) to Other income or expense. The interest received for the period 31 December 2024 is €65.7 million (2023: €77.9

million). This interest is all trading related. Within the payment of lease liabilities there is interest paid of €2.2 million (2023: €2.3 million).

The 2023 amount in the line Net (gains) / losses on Investments at FVPL was restated from nil to €3.5 million due to the fact that this line was not take into account in that

year. This also resulted in a restatement of the line increase/(decrease) other liabilities.

The supplementary notes on pages 91 to 133 are an integral part of these consolidated financial statements. Refer to Note 4 for additional information regarding restated

balances as at 31 December 2023.

FLOW TRADERS | ANNUAL REPORT 2024 91

Notes to the Consolidated financial statements

All amounts in thousands of euro, unless stated otherwise.

1. Reporting entity

The financial statements for the year ended 31 December 2024 are presented in

euros, which is also the Company’s functional currency and rounded to the

nearest thousand. Consequently, the rounded amounts may not add up to the

rounded total in all cases. Flow Traders Ltd. (referred to as the “Company”) is an

exempted company limited by shares registered under the Companies Act 1981

of Bermuda , as amended (the “Companies Act”). Flow Traders Ltd. was

incorporated on 13 January 2023 with its registered office at Canon's Court,

22 Victoria Street, PO Box HM 179, Hamilton HM 12 Bermuda. The Company's

principal place of business is located at Jacob Bontiusplaats 9, 1018 LL

Amsterdam, the Netherlands. Flow Traders Ltd. is registered with the Dutch

Trade Register of the Chamber of Commerce under number 88926257 as a

company formally registered abroad (“formeel buitenlandse

kapitaalvennootschap”). This term is referred to in the Dutch Companies

Formally Registered Abroad Act (“Wet op de formeel buitenlandse

vennootschappen”), which means the Company is deemed a Dutch resident

company for corporate reporting purposes in accordance with applicable Dutch

laws.

These Consolidated financial statements comprise the Company and its

subsidiaries (together referred to as the ‘Group’). The Company is the ultimate

parent of the Group.

The Group is a leading technology-enabled global multi-asset class liquidity

provider with its core business in Exchange Traded Products (ETP) actively

expanding in fixed income, FX, commodities and digital assets, while

systemically increasing its presence in the global ecosystem through strategic

partnerships and investments.

The Consolidated financial statements of the Group for the year ended 31

December 2024 incorporate financial information of Flow Traders Ltd. and its

subsidiaries. The annual financial statements were authorized for issue by the

Company’s Board on 13 March 2025 subject to adoption by the general meeting

of shareholders.

2. Predecessor and continuation accounting

a) Changes to corporate structure

On 13 January 2023, the Group completed the update to its corporate holding

structure. This followed receipt of shareholder approval at an Extraordinary

General Meeting held on 2 December 2022 and fulfillment of all regulatory and

other customary closing conditions. As a result of the update, the Group’s top

holding company is now Flow Traders Ltd. The updated of the corporate holding

structure enables Flow Traders to become more competitive as a global liquidity

provider, particularly in relation to regulatory capital management.

As part of the change of its corporate holding structure Flow Traders N.V.

entered into a cross-border legal merger in which (i) all Flow Traders N.V.'s assets,

liabilities, rights, obligations and other legal relationships were acquired by Flow

Traders S.A. incorporated under the laws of Luxembourg, (ii) Flow Traders N.V.

ceased to exist and (iii) each Shareholder received one Flow Traders S.A. share for

each Flow Traders N.V. share. Following this merger Flow Traders S.A. converted

into a Bermuda limited company and changed its registered address to

Bermuda.

The change in the Group's corporate holding structure had no impact on the

profit and loss or equity of the Company. A predecessor value method is used to

determine the carrying value of all assets and liabilities that transfer as part of

the merger. As at 13 January 2023 the assets and liabilities of Flow Traders N.V.

are consolidated in the financial statements of Flow Traders S.A. at their carrying

amount on this date, in accordance with the predecessor value method.

3. Basis of preparation

a) Statement of compliance

The Group applies IFRS accounting standards as adopted by the European Union

(‘IFRS Accounting Standards’) and title 9 book 2 of Dutch Civil Code. IFRS

Accounting Standards provide several options in accounting principles. The

Group’s accounting principles and its decisions regarding the options available

are set out in the section ‘material accounting policies’ below.

b) Going concern basis of accounting

These Consolidated financial statements have been prepared on the basis of the

going concern assumption.

FLOW TRADERS | ANNUAL REPORT 2024 92

c) Functional and presentation currency

These Consolidated financial statements are presented in euros, which is also the

functional currency of the parent company, Flow Traders Ltd. All financial

information presented in euros has been rounded to the nearest thousand,

except when otherwise indicated.

d) Use of estimates and judgments

The preparation of these Consolidated financial statements requires

management to form opinions and make estimates and assumptions that

influence the reported value of assets and liabilities and of income and

expenditure. The actual results may differ from these estimates.

Information about estimates and judgments made in applying accounting

policies that have the most significant effects on the amounts recognized in the

Consolidated financial statements is included in the following notes:

▪ Note 8: Fair value measurement

▪ Note 13: Share based payments

▪ Note 33: Provisions and contingencies

During the current year, the Group further refined their application of estimates

to the fair value measurement of investments held at fair value through profit or

loss and through other comprehensive income. These estimates exclusively

relate to strategic investments in the digital asset sector. This sector continues to

evolve with increases in market participant sophistication, available investment

products and historical results. As a result of this evolution, the Group’s

methodology to form estimates of significant unobservable inputs (see note 8)

has evolved and changed. The Group has concluded that the effect of this

change should be accounted for as a change in estimate. Please see note 8h for

the impact in the current year. The Group has not calculated the effect on future

periods as estimating the effect on fair value would be impracticable given the

interdependencies on assumptions, which include active market prices.

e) Principles for the preparation of the Consolidated statement

of cash flows

Cash flows from operating activities are presented in the Consolidated

statement of cash flows using the indirect method. Cash flows from investing

activities and financing activities are presented in the Consolidated statement of

cash flows using the direct method.

The cash flows are split into cash flows from operations, investment activities and

financing activities. Receivables from and payables to clearing organizations are

included in the cash flow from operating activities. The Group has elected to

classify interest received and interest paid as cash flows from operating activities

when generated from principal revenue-producing activities. The Group has

elected to classify interest paid or received on all other activities as financing

activities.

Investment activities are comprised of acquisitions, sales and redemptions in

respect of financial investments other than in the course of operations, as well as

acquisitions and sales of subsidiaries and associates, property and equipment.

Financing activities include the payment of dividends to shareholders, the (re)-

purchase of shares, the issuance and repayment of financial debt, including

financial lease liabilities, and capital contributions.

4. Restatement of prior period errors

Restatement 1

The Consolidated statement of financial position as at 31 December 2023 has

been restated for the effect of incorrect recognition of certain derivative

contracts. For these contracts only an asset or liability should had been

recognized depending on the contract’s gain or loss position. However, notional

amounts have been incorrectly recognized as both assets and liabilities, despite

not meeting the recognition criteria in IFRS 9. Additionally, these derivative

contracts were previously presented within trading receivables and trading

payables and should have been presented as financial assets or liabilities held for

trading. There was nil impact on the statement of profit or loss and nil impact on

retained earnings.

Restatement 2

The Consolidated statement of financial position as at 31 December 2023 has

been restated for the effect of incorrect presentation for stablecoins (digital

assets) as trading receivables and trading payables. Digital assets are presented

as other assets and liabilities held for trading and accounted for as inventory

under IAS 2. Trading receivables and trading payables are financial assets and

liabilities accounted for under IFRS 9. There was nil impact on the statement of

profit or loss and nil impact on retained earnings.

Please see the table below for impact on the Consolidated statement of financial

position and Consolidated statement of cash flows.

FLOW TRADERS | ANNUAL REPORT 2024 93


Consolidated statement of financial position
			As at 31 December 2023
	Previously presented	Restatement 1	Restatement 2	Restated
Financial assets held for trading	5,496,795	71,531	—	5,568,326
Trading receivable	8,101,646	(2,410,338)	(44,144)	5,647,163
Other assets held for trading	169,821	—	44,144	213,965
Total assets impacted	13,768,262	(2,338,807)	—	11,429,454
Financial liabilities held for trading	3,067,053	83,534	—	3,150,587
Trading payables	9,879,497	(2,422,341)	(115)	7,457,041
Other liabilities held for trading	243,765	—	115	243,880
Total liabilities impacted	13,190,315	(2,338,807)	—	10,851,508


Consolidated statement of cash flows
			For the year ended 2023
	Previously presented	Restatement 1	Restatement 2	Restated
Financial assets held for trading	(620,205)	38,016	—	(582,189)
Trading receivable	(2,079,291)	1,675,829	21,543	(381,919)
Other assets held for trading	(111,474)	—	(21,573)	(133,047)
Financial liabilities held for trading	110,413	(2,141)	—	108,272
Trading payables	2,553,328	(1,711,704)	—	841,624
Other liabilities held for trading	211,650	—	30	211,680
Cash flow impact	64,421	—	—	64,421

5. Material accounting policies

The Group has consistently applied the accounting policies as set out below to all

periods presented in these consolidated financial statements.

General

a) Basis of consolidation

The Group accounting policies have been applied consistently by all group

entities. Intra-group balances and transactions, and any unrealized income and

expenses arising from intra-group transactions, are eliminated in preparing the

consolidated financial statements. Unrealized gains arising from transactions

with equity-accounted investments are eliminated against the investment to the

extent of the Group’s interest in the investee. Unrealized losses are eliminated in

the same way as unrealized gains, but only to the extent that there is no

evidence of impairment.

Subsidiaries

Subsidiaries are investees controlled by the Group. The Group controls an

investee if it is exposed to, or has rights to, variable returns from its involvement

with the investee and has the ability to affect those returns through power over

the investee. The financial statements of subsidiaries are included in the

Consolidated financial statements from the date on which control commences

until the date when control ceases.

When the Group loses control over a subsidiary it derecognizes the assets and

liabilities of the subsidiary, any related non-controlled interest and other

components of equity. Any resulting gain or loss is recognized in profit or loss.

Any interest retained in the former subsidiary is measured at fair value when

control is lost.

Equity-accounted investments

Associates are those entities in which the Group has significant influence, but

not control or joint control, over its financial and operating activities. A joint

venture is an arrangement in which the Group has joint control, whereby the

Group has rights to the net assets of the arrangement, rather than rights to its

assets and obligations for its liabilities.

Interests in associates and joint ventures are accounted for using the equity

method and are recognized initially at cost. Subsequent to initial recognition, the

consolidated financial statements include the Group's share of the profit or loss

FLOW TRADERS | ANNUAL REPORT 2024 94

and OCI of equity-accounted investments, until the date on which significant

influence or joint control ceases.

Business combinations

Business combinations are accounted for using the acquisition method as at the

date control is transferred to the Group. The consideration transferred in the

acquisition is measured at fair value, as are the identifiable net assets acquired.

Any goodwill that arises is tested annually for impairment. Any gain on a bargain

purchase is recognized in profit or loss immediately. Transaction costs are

expensed as incurred, except if they are related to the issue of debt or equity

securities. Contingent consideration is measured at fair value at the acquisition

date. Any gain or loss resulting from the fair value remeasurement of contingent

consideration is recognized in profit or loss.

b) Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated to the functional currencies of

the respective entities of the Group at exchange rates at the dates of the

transactions.

Monetary assets and liabilities denominated in foreign currencies are translated

into the functional currency at the exchange rate at the reporting date, with the

foreign currency difference being recognized in profit or loss. Differences arising

on the translation of investments measured at fair value through other

comprehensive income are recognized in other comprehensive income unless

the instrument is impaired.

Non-monetary assets and liabilities denominated in foreign currencies that are

measured at fair value are translated into the functional currency at the

exchange rate at the date that the fair value was determined. Non-monetary

items in a foreign currency that are measured based on historical cost are

translated using the exchange rate at the date of the transaction.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value

adjustments arising on acquisition, are translated into euros at exchange rates at

the reporting date. The income and expenses of foreign operations are

translated to euros at exchange rates at the dates of the transactions.

Foreign currency differences are recognized in other comprehensive income,

and presented in the foreign currency translation reserve (translation reserve) of

equity. When a foreign operation is disposed of such that control, significant

influence or joint control is lost, the cumulative amount in the translation reserve

related to that foreign operation is reclassified to profit or loss as part of the gain

or loss on disposal.

c) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with

maturities of three months or less from the acquisition date that are subject to

an insignificant risk of changes in their fair value, and are used by the Group in

the management of its short-term commitments.

d) Financial assets and liabilities

Recognition

The Group initially recognizes loans and advances on the date on which they are

originated. All other financial instruments (including regular-way purchases and

sales of financial assets) are recognized on the trade date, which is the date on

which the Group becomes a party to the contractual provisions of the

instrument.

A financial asset or financial liability is measured initially at fair value plus or

minus, for an item not at fair value through profit or loss, transaction costs that

are directly attributable to its acquisition or issue.

Classification

The Group classifies its financial assets into the following categories:

▪ trading receivables, measured at amortized cost;

▪ investments measured at fair value through other comprehensive income;

▪ investments measured at fair value through profit or loss;

▪ financial assets held for trading at fair value through profit or loss; and

▪ other financial assets at amortized costs (Other receivables on the

Consolidated statement of financial position).

The Group classifies its financial liabilities, other than financial guarantees and

loan commitments, into the following categories:

▪ trading payables, measured at amortized cost;

▪ financial liabilities held for trading at fair value through profit or loss; and

FLOW TRADERS | ANNUAL REPORT 2024 95

▪ other financial liabilities measured at amortized costs (Other liabilities and

loans and borrowings on the Consolidated statement of financial position).

Financial assets and liabilities held for trading

Financial assets and liabilities held for trading are those assets and liabilities that

the Group acquires or incurs principally for the purpose of selling or

repurchasing in the near term, or holds as part of a portfolio that is managed

together for short-term profit.

Financial assets and liabilities held for trading are initially recognized and

subsequently measured at fair value in the Consolidated statement of financial

position, with transaction costs recognized in profit or loss. All changes in fair

value, along with any interest and dividend income or expense, are recognized as

part of net trading income in profit or loss. Financial assets and liabilities held for

trading are not reclassified subsequent to their initial recognition.

Trading receivables and payables

Such assets and liabilities are recognized initially at fair value minus/plus any

directly attributable transaction costs. Subsequently, these assets and liabilities

are measured at amortized cost.

Investments measured at fair value through other comprehensive

income (FVOCI)

Investments measured at fair value through other comprehensive income are

non-derivative debt and equity investments that the Group considers long-term

strategic investments. Investments measured at fair value through other

comprehensive income are recognized initially at fair value. Transaction costs are

recognized in other comprehensive income as part of the change in fair value at

the next remeasurement. They are never reclassified into profit or loss.

Subsequent to initial recognition, they are measured at fair value and changes

therein are recognized in other comprehensive income and presented in the fair

value reserve in equity. When an investment is derecognized, the gain or loss

accumulated in equity is not reclassified to profit or loss.

Investments measured at fair value through profit or loss (FVPL)

Investments measured at fair value through profit or loss includes both

derivative and non-derivative debt and equity investments that the Group holds

for long term trading purposes. Investments measured at fair value through

profit or loss are recognized initially at fair value. Transaction costs are recognized

in the profit or loss as part of the change in fair value, any re-measurement of the

investments is classified to other income in the statement of profit or loss .

Subsequent to initial recognition, they are measured at fair value and changes

therein, are recognized in profit or loss. When an investment is derecognized, the

gain or loss is classified to other income in the statement profit or loss.

Other financial assets and liabilities

Non-derivative financial assets and liabilities are recognized initially at fair value

less any directly attributable transaction costs. Subsequent to initial recognition,

these financial liabilities are measured at amortized cost using the effective

interest method (EIR). The Group derecognizes a financial asset when the rights

to receive cash flows from the financial asset have expired. The Group

derecognizes a financial liability when its contractual obligations are discharged,

cancelled or expired.

Hedge of a net investment in foreign operations

The Group applies hedge accounting to hedge the exposure to foreign exchange

risk associated with its capital contributions to the United States and Singapore

subsidiaries. Gains or losses on the hedging instrument relating to the effective

portion of the hedge are recognized as OCI while any gains or losses relating to

the ineffective portion are recognized in the statement of profit or loss. On

disposal of the foreign operation, the cumulative value of any such gains or

losses recorded in equity is transferred to the statement of profit or loss.

Offsetting

Financial assets and liabilities are presented on a net basis when a legal right of

offset is agreed between the parties and the Group intends either to settle on a

net basis or to realize the asset and settle the liability simultaneously.

Income and expenses are presented on a net basis only when permitted under

IFRS Accounting Standards, for gains and losses arising from a group of similar

transactions such as in the Group’s trading activities.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between independent market participants at

the measurement date in the principal or, in its absence, the most advantageous

FLOW TRADERS | ANNUAL REPORT 2024 96

market to which the Group has access at that date. The fair value of a liability

reflects its non-performance risk.

The Group measures the fair value of an instrument using the quoted price in an

active market for that instrument. A market is regarded as active if transactions

for the asset or liability take place with sufficient frequency and volume to

provide pricing information on an ongoing basis.

The best evidence of the fair value of a financial instrument at initial recognition

is normally the transaction price – i.e. the fair value of the consideration given or

received. If the Group determines that the fair value at initial recognition differs

from the transaction price and the fair value is evidenced neither by a quoted

price in an active market for an identical asset or liability nor based on a

valuation technique that uses only data from observable markets, then the

financial instrument is initially measured at fair value, adjusted to defer the

difference between the fair value at initial recognition and the transaction price.

Subsequently, that difference is recognized in profit or loss on an appropriate

basis over the life of the instrument but no later than when the valuation is

wholly supported by observable market data or the transaction is closed out.

The Group prices its daily trading positions based on estimated prices whereby

the price differences are recorded through the profit or loss account. Those

estimated prices can differ from quoted market prices. The Group’s risk and mid-

office department monitors whether all differences can be substantiated.

Portfolios of financial assets and financial liabilities that are managed by the

Group on the basis of the net exposure to either their market or credit risk are

measured on the basis of a price that would be received to sell a net long

position or paid to transfer a net short position for a particular risk exposure.

Those portfolio-level adjustments are allocated to the individual assets and

liabilities on the basis of the relative risk exposure of each of the individual

instruments in the portfolio.

The Group recognizes transfers between levels of the fair value hierarchy as of

the end of the reporting period during which the change has occurred.

e) Other assets held for trading

Other assets held for trading comprise the amount of digital assets that the

Group holds as a broker-trader. The Group applies IAS 2 for its digital assets and

these are measured at fair value less cost to sell with changes in value

recognized in profit or loss.

For the determination of the fair value, the Group collects reference price points

on an on-going basis from multiple crypto exchanges and other active markets.

If assets are not actively traded the valuation is based upon quoted prices or

observable inputs from similar assets.

f) Property and equipment

Recognition and measurement

Items of property and equipment are measured at cost less accumulated

depreciation and accumulated impairment losses. Cost includes expenditure

that is directly attributable to the acquisition of the asset. When parts of an item

of property and equipment have different useful lives, they are accounted for as

separate items (major components) of property and equipment.

Any gain or loss on disposal of an item of property and equipment (calculated as

the difference between the net proceeds from disposal and the carrying amount

of the item) is recognized in Other income or expense in profit or loss.

Subsequent expenditure is capitalized only when it is probable that the future

economic benefits associated with the expenditure will flow to the Group.

Ongoing repairs and maintenance costs are expensed once incurred.

Items of property and equipment are depreciated on a straight-line basis in

profit or loss over the estimated useful lives of each component.

The estimated useful lives for the current and comparative years of significant

items of property and equipment are as follows:

▪ hardware: 5 years;

▪ office fixtures: 5 years;

▪ other: 5 years.

The depreciation method, useful lives and residual values are reviewed at each

reporting date and adjusted if appropriate.

Right-of-use assets

The Group recognizes right-of-use assets at the commencement date of the

lease (i.e., the date the underlying asset is available for use). Right-of-use assets

FLOW TRADERS | ANNUAL REPORT 2024 97

are measured at cost, less any accumulated depreciation and impairment losses,

and adjusted for any remeasurement of lease liabilities. The cost of right-of-use

assets includes the amount of lease liabilities recognized less any lease

incentives received. The recognized right-of-use assets are depreciated on a

straight-line basis over the shorter of its estimated useful life and the lease term.

Right-of-use assets are subject to impairment. Right-of-use assets are recorded

in property and equipment and intangible assets on the Consolidated statement

of financial position.

g) Intangible assets

Recognition and measurement

Intangible assets are amortized on a straight-line basis in profit or loss over the

estimated useful lives of each component. The estimated useful life of significant

intangible assets is 5 years.

h) Impairment

Non-derivative financial assets

The allowance for expected credit losses (“ECL allowance”) for all loans and other

debt financial assets not held at fair value through profit or loss is based on the

credit losses expected to arise over the life of the asset (the lifetime expected

credit loss or LTECL), unless there has been no significant increase in credit risk

since origination, in which case, the allowance is based on the 12 months’

expected credit loss (12mECL).

For other receivables, the Group applies a simplified approach in calculating

ECLs as these receivables relate to operating activities of the Group. Therefore,

the Group does not track changes in credit risk, but instead recognizes a loss

allowance based on lifetime ECLs at each reporting date. The Group has

established a provision matrix that is based on its historical credit loss

experience, adjusted for forward-looking factors specific to the debtors and the

economic environment.

The Group considers a financial asset in default when contractual payments are

90 days past due. However in certain cases, the Group may reconsider a financial

asset to be in default when internal or external information indicated that the

Group is unlikely to receive the outstanding contractual amounts in full before

taking into account any credit enhancements held by the Group. A financial

asset is written off when there is no reasonable expectation of recovering the

contractual cash flows.

Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than deferred tax

assets, are reviewed at each reporting date to determine whether there is any

indication of impairment. If any such indication exists, then the asset’s

recoverable amount is estimated. Goodwill and indefinite-lived intangible assets

are tested annually for impairment. An impairment loss is recognized if the

carrying amount of an asset or cash-generating unit (CGU) exceeds its

recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and

its fair value less cost of disposal. In assessing value in use, the estimated future

cash flows are discounted to their present value using a pre-tax discount rate

that reflects current market assessments of the time value of money and the

risks specific to the asset or CGU. For the purpose of impairment testing, assets

are grouped together into the smallest group of assets that generates cash

inflows from continuing use that are largely independent of the cash inflows of

other assets or CGUs. Subject to an operating segment ceiling test, CGUs to

which goodwill has been allocated are aggregated so that the level at which

impairment testing is performed reflects the lowest level at which goodwill is

monitored for internal reporting purposes. Goodwill acquired in a business

combination is allocated to groups of CGUs that are expected to benefit from the

synergies of the combination.

Impairment losses are recognized in profit or loss. Impairment losses recognized

in respect of CGUs are allocated first to reduce the carrying amount of any

goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying

amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an

impairment loss is reversed only to the extent that the asset’s carrying amount

does not exceed the carrying amount that would have been determined, net of

depreciation or amortization, if no impairment loss had been recognized.

An impairment loss in respect of an equity-accounted investment is measured

by comparing the recoverable amount of the investment with its carrying

amount. An impairment loss is recognized in profit or loss, and is reversed if there

has been a favorable change in the estimates used to determine the recoverable

amount.

FLOW TRADERS | ANNUAL REPORT 2024 98

i) Employee benefits

Short-term employee benefits

Short-term employee benefit obligations are expensed as the related service is

provided. A liability is recognized for the amount expected to be paid under

short-term cash variable compensation or (profit-sharing) structures if the Group

has a present legal or constructive obligation to pay this amount as a result of

past services provided by the employee, and the obligation can be estimated

reliably. If the Group incurs a loss in a certain reporting period, there will be no

obligation to pay the cash variable compensation.

j) Share based payments

When employees render services as consideration for equity instruments, the

expense is recognized in employee expenses, together with a corresponding

increase in equity, both calculated based on the fair value of the instruments

granted and over the period in which the service conditions are fulfilled (the

vesting period). The fair value of equity-settled transactions granted to

employees is determined by the fair value of the shares at the date when the

grant is made. The awards vest in tranches on various dates over a total period of

up to five years. Vesting is conditional upon the employee being actively

employed by the Group on the vesting date. If the employment is terminated or

if the employee resigns, any unvested tranches of the award will be forfeited. The

cumulative expense recognized for equity-settled transactions at each reporting

date until the vesting date reflects the extent to which the vesting period has

expired and the Group’s best estimate of the number of equity instruments that

will ultimately vest.

The fair value of share appreciation rights (SARs) granted to employees, which

are cash-settled, is recognized in employee expenses, together with a

corresponding increase in other liabilities, over the period during which the

service conditions are fulfilled (the vesting period). The liability is remeasured at

the end of each reporting period up to the date of settlement, with any changes

in fair value recognized in profit or loss. Estimates used are reassessed at the end

of each reporting period. These estimates are based on the fair value of the

parent entity share price (which does not materially differ from the option price

model) and consider the extent to which the employees have rendered services

as at the reporting date as well as the likelihood that the employees will be

employed by the Group at the vesting date.

k) Other liabilities held for trading

As part of its trading activities, the Group enters into digital asset payables. The

borrowed digital assets payables are measured at fair value through profit or loss.

Additionally, the Group may borrow digital assets as part of market making

arrangements. The Group measures these liabilities at fair value. Certain

arrangements contain options to settle the borrowed digital assets. The Group

has concluded that the market making arrangements and the options cannot

be separated and are initially valued at fair value, net of transaction costs

incurred and subsequently measured at fair value. The options are valued using

an option pricing model to which there is a material source of estimation

uncertainty from estimates of volatility levels (see note 8(a)).

At initial recognition, any difference between the fair value and the transaction

price is not recognized in profit or loss immediately but is deferred over the life of

the arrangement, unless the fair value on initial recognition is evidenced by a

quoted price in an active market or based on valuation techniques to which

unobservable inputs are judged to be insignificant. The difference between

transaction price and initial fair value which is not yet recognized in profit or loss

is recognized in other liabilities held for trading on the Consolidated statement

of financial position. The amount of the deferred profit or loss which has been

recognized in the current period’s profit or loss is included in the gross trading

income line on the Consolidated statement of profit and loss and other

comprehensive income.

Please see note 8(f) for additional information.

l) Provisions

A provision is recognized if, as a result of a past event, the Group has a present

legal or constructive obligation that can be estimated reliably, and it is probable

that an outflow of economic benefits will be required to settle the obligation.

Provisions are determined by discounting the expected future cash flows at a

pre-tax rate that reflects current market assessments of the time value of money

and the risks specific to the liability. The unwinding of the discount is recognized

as finance cost.

Provisions made in the current year are recognized in the Provisions line item of

the Consolidated statement of financial position and within Other expenses in

the Statement of profit or loss.

FLOW TRADERS | ANNUAL REPORT 2024 99

m) Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities on

the Consolidated statement of financial position measured at the present value

of lease payments to be made over the lease term. In calculating the present

value of lease payments, the Group uses the incremental borrowing rate at the

lease commencement date. After the commencement date, the amount of lease

liabilities is increased to reflect the accretion of interest and reduced for the lease

payments made. In addition, the carrying amount of lease liabilities is

remeasured if there is a change in the lease term or in case of other

reassessments or modifications

n) Loans and borrowings

On initial recognition, loans and borrowings are measured at fair value plus or

minus directly attributable transaction costs. After initial recognition, interest-

bearing loans and borrowings are subsequently measured at amortized cost

using the effective-interest rate (EIR) method. Gains and losses are recognized in

profit or loss when the liabilities are derecognized as well as through the EIR

amortization process.

Amortized cost is calculated by taking into account any discount or premium on

acquisition and fees or costs that are an integral part of the EIR. The EIR

amortization is included as finance expense in the statement of profit or loss.

Please refer to Note 30 for additional information on loans and borrowings.

o) Income recognition

Net trading income comprises gross trading income less fees and net financial

expenses related to the trading activities.

The fees and net financial expenses are directly linked to the trading activity and

are therefore directly recognized in the profit and loss account under trading

income.

p) Tax

Tax expense comprises current and deferred tax. Current tax and deferred tax

are recognized in profit or loss except to the extent it relates to a business

combination, or items recognized directly in equity or in other comprehensive

income.

Current tax is the expected tax payable or receivable on the taxable income or

loss for the year, using tax rates enacted or substantively enacted at the

reporting date, and any adjustment to tax payable or receivable in respect of

previous years. Current tax payable also includes any withholding tax liability

arising from the declaration of dividends.

Deferred tax is recognized in respect of temporary differences between the

carrying amounts of assets and liabilities for financial reporting purposes and

their tax bases. Deferred tax is not recognized for:

▪ temporary differences on the initial recognition of assets or liabilities in a

transaction that is not a business combination and that affects neither

accounting nor taxable profit or loss;

▪ temporary differences related to investments in subsidiaries and jointly

controlled entities to the extent that it is probable that they will be revised in

the foreseeable future; and

▪ taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to

temporary differences when they reverse, using tax rates enacted or

substantively enacted at the reporting date.

In determining the amount of current and deferred tax, the Group takes into

account the impact of uncertain tax positions and whether additional taxes and

interest may be due. The Group believes that its accruals for tax liabilities are

adequate for all open tax years based on its assessment of many factors,

including interpretations of tax law and management judgment. This

assessment relies on estimates and assumptions and may involve judgment

about future events. New information may become available that would cause

the Group to change its judgment regarding the adequacy of existing tax

liabilities or the collectability of tax assets. Such changes will impact tax expense

in the period that such a change in estimate is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right

to offset current tax liabilities and assets, and they relate to taxes levied by the

same tax authority on the same taxable entity which intend to settle current tax

liabilities and assets on a net basis or the tax assets and liabilities will be realized

simultaneously.

FLOW TRADERS | ANNUAL REPORT 2024 100

A deferred tax asset is recognized for unused tax losses, tax credits and

deductible temporary differences to the extent it is probable that future taxable

profits will be available against which they can be utilized. Deferred tax assets are

reviewed at each reporting date.

q) Treasury shares

The Group’s own equity instruments that are reacquired (treasury shares) are

recognized at cost and deducted from equity. No gain or loss is recognized in

profit or loss on the purchase, sale, issue or cancellation of the Group’s own

equity instruments. Any difference between the carrying amount and the

consideration, if reissued, is recognized in equity.

6. New standards and interpretations

The Group has assessed all new standards, amendments and interpretations that

are relevant to its operations and effective for annual periods beginning on or

after 1 January 2024. These amendments do not have a material impact on the

Group’s consolidated financial statements.

Additionally, the new IFRS issued but not yet effective for the 31 December 2024

include:

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18, which replaces IAS 1 Presentation of Financial Statements, introduces

new requirements for presentation within the statement of profit or loss,

including specified totals and subtotals. Furthermore, the Group is required to

classify all income and expenses within the statement of profit or loss into one of

five categories: operating, investing, financing, income taxes and discontinued

operations, whereof the first three are new.

It also requires disclosure of newly defined management-defined performance

measures, subtotals of income and expenses, and includes new requirements for

aggregation and disaggregation of financial information based on the identified

‘roles’ of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS 7 Consolidated

statement of Cash Flows, which include changing the starting point for

determining cash flows from operations under the indirect method, from ‘profit

or loss’ to ‘operating profit or loss’ and removing the optionality around

classification of cash flows from dividends and interest. In addition, there are

consequential amendments to several other standards.

As of 31 December 2024, EFRAG has not endorsed IFRS 18. IFRS 18 is effective for

reporting periods beginning on or after 1 January 2027, but earlier application is

permitted and must be disclosed. IFRS 18 will apply retrospectively. The Group is

currently working on identifying all impacts the amendments will have on the

primary financial statements and notes to the financial statements. The Group

will apply IFRS 18 at the effective date, early adoption is not expected.

Amendments to IAS 21 – Lack of exchangeability

The amendments are not expected to have a material impact on the Group’s

consolidated financial statements. EFRAG endorsed the amendment on 12

November 2024 and the amendments are effective for periods beginning on or

after 1 January 2025.

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and

Measurement of Financial Instruments

The amendments are not expected to have a material impact on the Group’s

consolidated financial statements. EFRAG endorsed the amendment on 15 May

2024 and the amendments are effective for periods beginning on or after 1

January 2026.

IFRS 19 Subsidiaries without Public Accountability: Disclosures

As the Group’s equity instruments are publicly traded, it is not eligible to elect to

apply IFRS 19. As of 31 December 2024, EFRAG had not endorsed the standard.

The effective date of IFRS 19 is for periods beginning on or after 1 January 2027.

IFRS Annual Improvements Volume 11

All amendments from the IFRS Annual Improvements Volume 11 are not

expected to have a material impact on the Group. As of 31 December 2024,

EFRAG had not endorsed the amendments. The amendments are effective for

annual periods beginning on or after 1 January 2026.

7. Operating segments

The chief operating decision makers of the Group examine performance from a

regional perspective and have identified three reportable segments of its global

trading business: Europe, the Americas and Asia.

FLOW TRADERS | ANNUAL REPORT 2024 101

Europe consists of activities in the Netherlands with institutional trading

activities in France, UK, Italy, trading activities in Jersey and internal IT activities

in Romania. Americas consists of the subsidiaries in the USA. Asia contains our

subsidiaries in Hong Kong and Singapore and a Chinese representative office in

Shanghai. The executive directors of the Board consider this segmentation to be

relevant to understand the Group financial performance because it allows

investors to understand the primary method used by management to evaluate

the operating performance and decision making about allocation of resources

and trading capital.

The Group measures results on an IFRS basis and reconciles the total segment

results on net trading income, profit before tax and net profit. Significant

transactions and balances between geographic regions occur primarily as result

of Group operating companies incurring the operating expenses such as

employee compensation, communication, software development and data

processing and overhead costs for the purpose of providing services to affiliated

operating companies (line items intercompany recharge income and expenses).

a) Restatement of prior period operating segments disclosure

On review of intercompany recharges, it was concluded that certain

arrangements were accounted for incorrectly in 2023. As a result, the Group

evaluated the presentation of its inter-company recharge arrangements in the

Segment Report tables and have restated the disclosure as of 31 December 2023

to enhance the understanding of the users of the financial statements of

reported segmental results. The resulting differences between the restated

presentation and the previously disclosed presentation are disclosed below.

The aforementioned changes had no impact on the overall financial position or

net earnings of the Group.

Additionally, total assets and total liabilities as of 31 December 2023 have been

restated in-line with the prior period error disclosed in Note 4. The impact to total

assets and total liabilities was a reduction of €2.3 billion.


Segment reporting	For the year ended 31 December 2024
	Europe	Americas	Asia	Total
Gross trading income	527,592	162,520	110,663	800,775
Fees related to the trading activities	81,624	36,558	11,576	129,758
Net financial expenses related to the trading activities	133,014	52,605	17,604	203,223
Net trading income	312,954	73,357	81,483	467,794
Other income or expenses	11,525	—	—	11,525
Total Income	324,479	73,357	81,483	479,319
Inter-segment revenue related to trading services	—	20,278	30,060	50,338
Inter-segment revenue related to other intercompany transactions	58,666	—	—	58,666
Total revenues	383,145	93,635	111,543	588,323
Employee expenses	109,929	33,409	23,580	166,918
Inter-segment expense related to trading services	50,338	—	—	50,338
Inter-segment expense related to other intercompany transactions	—	15,269	43,397	58,666
Other expenses	51,129	19,277	24,895	95,301
Total operating expenses	211,396	67,955	91,872	371,223
Depreciation of property and equipment	7,685	5,034	3,840	16,559
Amortization of intangible assets	708	20	—	728
Write off of (in) tangible assets	144	4	—	148
Interest on loans and borrowings	1,099	—	—	1,099
Interest on lease liabilities	632	1,322	235	2,189
Operating result	161,481	19,300	15,596	196,377
Result/(impairment) of equity-accounted investments	(1,093)	(920)	—	(2,013)

FLOW TRADERS | ANNUAL REPORT 2024 102


Profit before tax	160,388	18,380	15,596	194,364
Tax expense	30,533	2,661	1,632	34,827
Profit for the year	129,855	15,719	13,964	159,537
Assets	6,523,738	5,550,557	826,971	12,901,266
Liabilities	6,083,405	5,342,621	708,632	12,134,658
Capital expenditure	6,262	5,858	1,428	13,548
FTE	431	98	80	609


Segment reporting	For the year ended 31 December 2023 (restated)
	Europe	Americas	Asia	Total
Gross trading income (a)	358,243	158,966	59,888	577,097
Fees related to the trading activities	59,270	31,168	8,153	98,591
Net financial expenses related to the trading activities	102,264	61,019	14,912	178,195
Net trading income	196,709	66,779	36,823	300,311
Other income or expenses	3,574	(9)	—	3,565
Total Income	200,283	66,770	36,823	303,876
Inter-segment revenue related to trading services (b)	—	15,377	17,077	32,454
Inter-segment revenue related to other intercompany transactions (c)	22,344	—	—	22,344
Total revenues	222,627	82,147	53,900	358,674
Personnel expenses	83,376	32,112	18,462	133,950
Inter-segment expense related to trading services (b)	32,454	—	—	32,454
Inter-segment expense related to other intercompany transaction (c)	—	10,736	11,608	22,344
Other expenses	74,388	19,751	5,948	100,087
Total operating expenses	190,218	62,599	36,018	288,835
Depreciation of property and equipment	9,289	4,786	3,613	17,688
Amortization of intangible assets	565	39	2	606
Write off of (in) tangible assets	33	43	—	76
Operating result	22,130	13,153	13,890	49,173
Result/(impairment) of equity- accounted investments	(470)	(4,049)	—	(4,519)
Profit before tax	21,660	9,104	13,890	44,654
Tax expense	7,835	832	-164	8,503

FLOW TRADERS | ANNUAL REPORT 2024 103


Profit for the year	13,825	8,272	14,054	36,151
Assets (d)	4,742,041	6,290,727	545,574	11,578,342
Liabilities (d)	4,445,499	6,072,814	474,192	10,992,505
Capital expenditure	1,982	520	1,154	3,657
FTE	428	102	83	613

(a) Gross trading income for each region was restated to reflect the results

achieved by regions trading as principal.

(b) The inter-segment revenue and expenses related to trading services,

represents inter-segmental transactions from trading income earned by regions

trading in agency capacity from other regions, with a corresponding inter-

segmental expense. Intra-region revenue and expenses are presented on a net

basis. EMEA’s 2023 intra-region revenue related to trading activities has been

restated as it was previously presented gross. These lines have previously been

disclosed in NTI.

transactions, represents an accumulation of all intercompany transactions not

already covered under note (a), resulting in inter-segmental revenues and

corresponding expenses. Intra-region revenue and expenses are presented on a

net basis. This line was previously entitled ‘Intercompany recharge’.

(d) Assets for each region have been previously presented net of financial

liabilities held for trading, Trading payables and Other liabilities held for trading.

Liabilities for each region have previously not included Financial liabilities held

for trading, Trading payables and Other liabilities held for trading. Besides this,

the balance has been restated for the incorrect presentation of FX forwards,

please refer to note 4, for the this restatement.

8. Fair value measurement

Valuation models

The objective of valuation techniques is to arrive at a fair value measurement

that reflects the price that would be received to sell the asset or paid to transfer

the liability in an orderly transaction between independent market participants

at the measurement date.

The Group measures fair values using the following fair value hierarchy,

depending on the inputs used for making the measurements.

▪ Level 1: fair value of financial instruments based upon inputs that are quoted,

unadjusted, market prices in active markets for identical instruments;

▪ Level 2: inputs other than quoted prices included within Level 1, that are

observable either directly (i.e. as prices) or indirectly (i.e. derived from prices).

This category includes instruments valued using: quoted market prices in

active markets for similar instruments; quoted prices for identical or similar

instruments in markets that are not considered active; or other valuation

techniques in which all significant inputs are directly or indirectly observable

from market data;

▪ Level 3: inputs that are unobservable. This category includes all instruments

for which the valuation technique includes unobservable inputs that have a

significant effect on the instrument’s valuation. This category includes

instruments that are valued based on quoted prices for similar instruments

but for which significant unobservable adjustments or assumptions are

required to reflect differences between the instruments, for example unlisted

equity securities.

The fair values of financial assets and financial liabilities that are traded in active

markets are based on prices obtained directly from an exchange on which the

instruments are traded or obtained from a broker that provides an unadjusted

quoted price from an active market for identical instruments. For all other

financial instruments, the Group determines fair values using other valuation

techniques.

When the Group measures portfolios of financial assets and financial liabilities on

the basis of net exposures to market risks, it applies judgment in determining

appropriate portfolio-level adjustments such as bid-ask spreads. Such

adjustments are derived from observable bid-ask spreads for similar instruments

and adjusted for factors specific to the portfolio.

Similarly, when the Group measures portfolios of financial assets and financial

liabilities on the basis of net exposure to the credit risk of a particular

counterparty, it takes into account any existing arrangements that mitigate the

credit risk exposure (e.g. master netting agreements with the counterparty).

FLOW TRADERS | ANNUAL REPORT 2024 104

a. Sensitivity analysis table


Type	Valuation technique	Significant unobservable input	Inter-relationship between significant unobservable input and fair value measurement
Investments measured at Fair value through Profit or Loss	Market approach	Discount for lack of marketability (DLOM) (65%-75%)	The estimated fair value would increase/ (decrease) if: Management concluded the DLOM were lower/ (higher)
Investments measured at Fair value through Other Comprehensive Income	Market approach	Discount for lack of marketability (DLOM) (65%-80%)	The estimated fair value would increase/ (decrease) if: Management concluded the DLOM were lower/ (higher)
Other liabilities held for trading	Market approach	Implied Volatility (80%-140%)	If implied volatility were to increase, the fair value would increase

The discount for lack of marketability is driven by factors which include the

contractual terms of each investment as well as time elapsed. Due to this, the

range of DLOMs used as of the reporting date will change year over year to

reflect the portfolio as of the reporting date.

A reasonably possible alternative assumption to the illiquidity discount is an

increase or decrease of the percentage by 5% percent (2023: 5%). For investments

measured at FVPL, this would increase/decrease the total fair value by €1.6

million (2023: €837k) and for investments measured at FVOCI, this would

increase/decrease the total fair value by a €621k (2023: €125k).

A reasonably possible alternative assumption for applying the range of implied

volatility would be to apply a 120 percent implied volatility for all other liabilities

held for trading measured using a significant unobservable input of implied

volatility. This would result in an increase in the total fair value of other liabilities

held for trading by €172k (2023: €190k). If those instruments were to all have an

80 percent implied volatility, the impact would be a decrease in the total fair

value of other liabilities held for trading of €2.5 million (2023: €1.1 million).

Assuming an increase in fair value of a liability is making it less negative, and a

decrease in fair value of a liability making it more negative.

b. Financial assets and liabilities held for trading

The valuation of trading positions, both long and short positions, is determined

by reference to last traded prices from identical instruments from the exchanges

at the reporting date. Such financial assets and liabilities are classified as Level 1.

A substantial part of the financial assets and liabilities held for trading which are

carried at fair value are based on theoretical prices which can differ from quoted

market prices. The theoretical prices reflect price adjustments primarily caused

by the fact that the Group continuously prices its financial assets and liabilities

based on all available information. This includes prices for identical and near-

identical positions, as well as the prices for securities underlying the Group’s

positions, on other exchanges that are open after the exchange on which the

financial asset or liability is primarily traded closes. Consequently, such financial

assets and liabilities are classified as Level 2.

For offsetting (delta neutral) positions, the Group uses mid-market prices to

determine fair value.

c. Investments measured at fair value through other comprehensive

income (FVOCI)

The fair value of investments measured at fair value through other

comprehensive income is determined by reference to their quoted closing bid

price at the reporting date, or if unquoted, determined using a valuation

technique and are classified as Level 2 or Level 3, conditional upon the regular

availability of quoted closing bid prices.

d. Investments measured at fair value through profit or loss (FVPL)

The fair value of investments measured at fair value through profit or loss is

determined by reference to their quoted closing bid price at the reporting date,

or if unquoted, determined using a valuation technique and are classified as

Level 2 or Level 3, conditional upon the regular availability of quoted closing bid

prices.

FLOW TRADERS | ANNUAL REPORT 2024 105

e. Other assets held for trading

Other assets held for trading comprises the amount of digital assets that the

Group holds as a broker-dealer. The Group applies IAS 2 for its digital assets and

these are measured at fair value through profit or loss. The Group uses its own

fair value models based on quoted prices or observable inputs for the valuation

of the digital assets, these assets are classified as Level 2.

f. Other liabilities held for trading

The Group borrows digital assets as part of its trading strategy. The borrowed

digital assets are measured at fair value less cost to sell. As the Group uses its

own fair value models based on quoted prices, observable inputs or

unobservable inputs for the valuation of the borrowed digital assets, these

liabilities are classified as Level 2 and Level 3. When the borrowed digital assets

have an embedded derivative (see note 5(k)), the Group values the derivative

using an option pricing model. See note 8(a) for additional information about the

significant Level 3 inputs used.

g. Fair value hierarchy

The following table shows the carrying amounts and fair values of financial assets

and liabilities according to their fair value hierarchy.


Fair value hierarchy	As at 31 December 2024
	Level 1	Level 2	Level 3	Total
Long positions in equity securities - trading	100,039	5,395,223		5,495,262
Long positions in debt securities - trading	—	309,140		309,140
Mark to market derivative assets	—	314,585	—	314,585
Financial assets held for trading	100,039	6,018,948	—	6,118,987
Other assets held for trading	—	625,085	—	625,085
Investments measured at fair value through PL	—	—	24,697	24,697
Investments measured at fair value through OCI	—	1,817	31,277	33,094
Total long positions	100,039	6,645,850	55,974	6,801,863
Short positions in equity securities-trading	325,011	3,317,072		3,642,083
Short positions in debt securities-trading	—	396,549		396,549
Mark to market derivative liabilities	—	236,071	—	236,071
Financial liabilities held for trading	325,011	3,949,692	—	4,274,703
Other liabilities held for trading	—	382,195	130,297	512,492
Total short positions	325,011	4,331,887	130,297	4,787,195

FLOW TRADERS | ANNUAL REPORT 2024 106


Fair value hierarchy	As at 31 December 2023 (restated)
	Level 1	Level 2	Level 3	Total
Long positions in equity securities - trading	28,166	5,189,576	—	5,217,742
Long positions in debt securities - trading	—	277,814	—	277,814
Mark to market derivative assets	—	72,770	—	72,770
Financial assets held for trading	28,166	5,540,160	—	5,568,326
Other assets held for trading	—	213,965	—	213,965
Investments measured at Fair value through PL	—	—	6,485	6,485
Investments measured at Fair value through OCI	—	1,196	18,887	20,083
Total long positions	28,166	5,755,321	25,372	5,808,859
Short positions in equity securities-trading	44,850	2,598,156	—	2,643,006
Short positions in debt securities-trading	—	423,394	—	423,394
Mark to market derivative liabilities	4,918	79,269	—	84,187
Financial liabilities held for trading	49,768	3,100,819	—	3,150,587
Other liabilities held for trading	6,876	167,532	69,472	243,880
Total short positions	56,644	3,268,351	69,472	3,394,467

Please see note 4 for information about the prior period error.

The following table shows the movement in Level 3 assets. Please also refer to

note 21, 22. The following investments consist of non-derivative equity

investments.

h. Level 3 Fair value measurements


Investments	As at 31 December 2024
	FVPL	FVOCI	Total
Balance at 1 January	6,485	18,887	25,372
Additions	10,175	4,687	14,862
Disposals	(4,293)	—	(4,293)
Redemptions	—	—	—
Total gain/(loss)	11,525	6,278	17,803
Effect of movement in foreign exchange differences	805	1,425	2,230
Balance at 31 December	24,697	31,277	55,974

The unrealized gain of €8.3 million (2023: €3.5 million) on Investments held at

FVPL is included in ‘Other income’ in the Consolidated statement of profit or loss

and other comprehensive income. Included in the amount of FVPL additions

noted above, the 2 most material additions combined were €6.5 million, these

additions were equity instruments.

The unrealized gain of €6.3 million (2023: €1 million) on Investments held at

FVOCI is included in ‘Changes in fair value through other comprehensive

income’ in the Consolidated statement of profit or loss and other comprehensive

income. Included in the amount of FVOCI additions noted above, the most

material addition was for €3.8 million, this addition is an equity instrument.

The effect of the change in estimate (see note 3) on investments measured using

Level 3 inputs was a decrease of €0.8 million for the current period.

FLOW TRADERS | ANNUAL REPORT 2024 107


Investments	As at 31 December 2023
	FVPL	FVOCI	Total
Balance at 1 January	1,928	18,458	20,386
Additions	1,063	478	1,541
Disposals	—	(275)	(275)
Redemptions	—	—	—
Total gain/(loss)	3,525	1,048	4,573
Effect of movement in foreign exchange differences	(31)	(822)	(853)
Balance at 31 December	6,485	18,887	25,372


Other liabilities held for trading	As at 31 December
	2024	2023
Balance at 1 January	69,472	12,226
Additions	114,707	51,374
Disposals	(47,146)	(3,259)
Transfer to Level 2	(4,138)	—
Total (gain)/ loss	(2,598)	9,131
Balance at 31 December	130,297	69,472

The unrealized gain of €2.6 million (2023: loss of €9.1 million) on other liabilities

held for trading is included in ‘Gross trading income’ in the Consolidated

statement of profit or loss and other comprehensive income.

9. Hedge of net investments in foreign operations

Included in Financial liabilities held for trading at 31 December 2024 is a short

position of USD 8.7 million (2023: USD 19.3 million) which has been designated as

a hedge of the net investment in the United States and Singapore subsidiaries,

which have their functional currency in USD. This position is being used to hedge

the Group’s exposure to the USD foreign exchange risk on this investment. Gains

or losses on the retranslation of this translation are transferred to other

comprehensive income to offset any gains or losses on translation of the net

investments in the subsidiaries.

There is an economic relationship between the hedged item and the hedging

instrument as the net investment creates a translation risk that will match the

foreign exchange risk on the USD short position. The Group has established a

hedge ratio of 1:1 as the underlying risk of the hedging instrument is identical to

the hedged risk component. The hedge ineffectiveness will arise when the

amount of the investment in the foreign subsidiary becomes lower than the

amount of the short position. The hedging gain recognized in other

comprehensive income before tax is equal to the change in fair value used for

measuring effectiveness. There is no ineffectiveness recognized in profit or loss.

The impact of the hedging instrument recorded in financial liabilities held for

trading on the Consolidated statement of financial position is as follows:


Foreign currency denominated borrowings
For the year ended 31 December 2024
Notional amount (US$000)	Carrying amount (€000)	Change in fair value used for measuring ineffectiveness for the period(€000)
8,700	8,402	(70)


Foreign currency denominated borrowings
For the year ended 31 December 2023
Notional amount (US$000)	Carrying amount (€000)	Change in fair value used for measuring ineffectiveness for the period(€000)
19,300	17,472	695

FLOW TRADERS | ANNUAL REPORT 2024 108


Net investment in foreign subsidiaries
For the year ended 31 December 2024
	Change in fair value used for measuring ineffectiveness (€000)	Foreign currency translation reserve (€000)
Investment in foreign subsidiaries	354	354


Net investment in foreign subsidiaries
For the year ended 31 December 2023
	Change in fair value used for measuring ineffectiveness (€000)	Foreign currency translation reserve (€000)
Investment in foreign subsidiaries	(695)	(695)


Impact to currency translation reserve
For the year ended 31 December 2024
	Change in fair value used for measuring ineffectiveness	Continuing hedges	Discontinued hedges
Investment in SG subsidiaries	354	(70)	(284)
Investment in US subsidiary	—	—	—
Total	354	(70)	(284)


Impact to currency translation reserve
For the year ended 31 December 2023
	Change in fair value used for measuring ineffectiveness	Continuing hedges	Discontinued hedges
Investment in SG subsidiaries	981	477	—
Investment in US subsidiary	(288)	—	(2,178)
Total	695	477	(2,178)

FLOW TRADERS | ANNUAL REPORT 2024 109

10. Earnings per share

The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS

is calculated by dividing the profit for the year attributable to ordinary

shareholders with the number of ordinary shares outstanding.

The weighted average number of shares takes into account the weighted

average effect of changes in treasury shares (repurchased and re-issued by the

Group) during the year.

Diluted earnings per share is determined by adjusting the basic earnings per

share for the effects of all dilutive share-based payments to employees.


Earnings per share
	For the year ended
	2024	2023
Profit for the year	159,537	36,151
Profit attributable to ordinary shareholders	159,537	36,151
Weighted average number of ordinary shares	43,236,079	43,223,129
Dilutive effect of share-based payments	1,570,990	1,358,066
Weighted average number of ordinary shares for diluted net profit	44,807,069	44,581,195

Basic earnings per share	3.69	0.84

Diluted earnings per share	3.56	0.81

11. Net trading income

Gross trading income comprises of the realized and unrealized income on

financial instruments, digital assets and certain fees which the Group receives as

a liquidity provider from exchanges and issuers of products.

Fees related to the trading activities consist of expenses such as exchange fees,

clearing fees and other trading related fees. Net financial expenses related to the

trading activities primarily include interest expense on the credit facilities with

the prime brokers calculated on the drawn amount during the period.

12. Other income

Other income or losses includes gains and losses from investments measured at

fair value through profit or loss. For further details please refer to note 22.

13. Employee expenses


	For the year ended
	2024	2023 (restated)
Wages and salaries	64,624	63,493
Social security charges	7,100	6,800
Recruitment and other employment costs	9,927	9,735
Fixed employee expenses	81,651	80,028
Variable compensation paid in cash	61,512	36,992
Variable compensation paid in shares	23,755	16,930
Variable employee expenses	85,267	53,922
Employee expenses	166,918	133,950

FTE decreased from 613 as per 31 December 2023 to 609 as per 31 December

2024.

The Group has restated the 2023 figures for Wages and salaries, Social security

charges and Variable compensation paid in cash due to a presentation error

where the fixed costs were presented as variable costs. As such, Wages and

salaries has increased by €3.7 million, Social security charges have increased by

€0.3m and Variable compensation paid in cash as decreased by €4.0 million.

The amount of variable compensation payable is based on the operational profit

of the Company. Variable compensation costs are based on existing variable

compensation obligations as well as expected variable compensation for the

period.

Share-based payments

The Group awards its employees with shares as part of their variable

compensation and is responsible for withholding wage taxes upon vesting in the

FLOW TRADERS | ANNUAL REPORT 2024 110

Netherlands and in most other countries of operations. The Group expects to pay

€10.6 million to settle the tax obligations on behalf of the employees in 2025

(2024: €10.3 million).

The table below includes the share-based payments (SBP) expenses per plan for

the period.


Share-based payment expense per plan	For the year ended
	2024	2023
Variable remuneration share plans	22,977	15,975
Company loyalty and sign-on package share plans	778	954
Total expenses arising from equity settled share-based payments	23,755	16,930
Expenses arising from cash settled share-based payments	2,006	1,744
Total expenses arising from share-based payments	25,761	18,673

The table below provides an overview of the total outstanding share awards per

plan.


Total share awards outstanding per plan (number of shares)	As at 31 December
	2024	2023
Company loyalty and sign-on package share plans	75,541	111,590
Variable remuneration share plans	2,006,706	1,902,516
Total number of shares outstanding	2,082,247	2,014,106

a) Variable remuneration share plans - equity settled

Under the variable remuneration share plans, shares are granted to employees

as part of their variable compensation. The shares vest in four equal installments

during the first quarter of the subsequent year over a period of three or four

years subject to the condition that the employee remains employed on the

vesting date.

Employees are granted shares based on a fixed monetary value. As part of the

2024 variable remuneration plan the Company awarded shares to employees

based on a fixed monetary value of €29.3 million. The number of shares granted

is estimated based on the monetary value divided by the fair value of the share

price at grant date. The final number of shares granted are determined based on

the volume weighted average price (VWAP) of the first open period of the

following year, resulting in an updated calculation of the shares awarded, as is

shown in the tables below. These awards have a nil exercise price.

Prior year variable remuneration plans have been adjusted as follows:


Variable remuneration share plan year	2023	2022	2021
Fixed monetary value in €	3,241	27,432	20,943
Fair value share price at grant date	€17.42	€23.26	€33.10
VWAP share price of first open period	€16.56	€26.64	€28.91

The following table illustrates the number of shares and movements in share

awards during the year. The expense recognized during the year was €23 million

(2023: €16.0 million).


Number of shares
	For the year ended
	2024	2023
Outstanding at 1 January	1,902,516	2,935,616
Granted during the year	1,239,551	184,693
Changes due to dividend reinvestment	7,460	91,405
Vested during the year	(1,059,344)	(1,054,589)
Forfeited during the year	(110,063)	(261,567)
Changes in shares recalculated based on final VWAP	26,586	6,958
Outstanding at 31 December	2,006,706	1,902,516

b) Company loyalty and sign-on package share plans - equity

settled

Under the Company loyalty and sign-on package share plans, shares are granted

as a part of variable compensation to certain employees. The shares vest over a

period of one to five years, depending on the share plan and agreement with the

employee, subject to the condition that the employee remains employed on the

vesting date.

FLOW TRADERS | ANNUAL REPORT 2024 111

The fair value of the share options is estimated at the grant date. The fair value of

shares granted to employees during 2024 is estimated at grant date at €0.2

million (2023: €1.1 million), reflecting a weighted average fair value of shares

granted of €18.50 (2023: €22.9). The exercise price of the share option is equal to

the market price of the underlying shares on the date of grant. The expense

recognized during the year was €0.8 million (2023: €1.0 million).


Number of shares
	For the year ended
	2024	2023
Outstanding at 1 January	111,590	163,418
Granted during the year	19,241	60,064
Changes due to dividend reinvestment	389	2,695
Vested during the year	(48,535)	(90,252)
Forfeited during the year	(7,144)	(24,335)
Outstanding at 31 December	75,541	111,590

c) Share appreciation rights - cash settled

Certain employees are awarded share appreciation rights (SARs) as part of their

variable remuneration, settled in cash. The SARs vest in equal installments over a

period of four to five years subject to the condition that the employee remains

employed on the vesting date. The liability for the SARs is measured, initially and

at the end of each reporting period until settled, at the fair value of the SARs. The

carrying amount of the liability relating to the SARs at 31 December 2024 was

€7.2 million (2023: €8.6 million). The expense recognized during the year was €2

million (2023: €1.7 million). At year end there are no vested SARs that are unpaid.

14. Other expenses


	For the year ended
	2024	2023 (restated)
Technology	66,636	64,416
Housing	5,192	5,499
Advisors and assurance	6,542	5,002
Strategic advisory costs	—	4,304
Regulatory costs	2,677	2,716
Fixed exchange costs	6,822	7,178
Travel expenses	2,544	2,679
Various expenses	4,888	8,293
Other expenses	95,301	100,087

The total of our operating expenses comprises of technology, housing, fixed

exchange and other expenses. The total for 2024 was €83.5 million (2023: €87,7

million). The 2023 figures for Various expenses have been restated by a decrease

of €2.3 million due to an incorrect presentation of interest expense from lease

liabilities as other expenses instead of Finance costs. Finance costs, which was

previously not presented, has been increased by €2.3 million.

15. Taxation


	For the year ended
	2024	2023
Current Tax expense
Current year tax expense	34,895	14,033
Adjustment for prior years	279	(954)
Deferred Tax expense
Movement deferred tax	(347)	(4,576)
Income tax expense reported in the statement of profit or loss	34,827	8,503

FLOW TRADERS | ANNUAL REPORT 2024 112

Reconciliation of the weighted average statutory income rate to the Group’s

effective income tax rate is as follows:


Reconciliation of effective tax rate
For the year ended
	2024 (€)	2024	2023 (€)	2023
Dutch standard tax rate	50,146	25.8%	11,521	25.8%
Different weighted average statutory rate of group	(6,390)	(3.3%)	(2,410)	(5.4%)
Income (partly) exempted	(12,559)	(6.5%)	(2,654)	(5.9%)
Other non deductible costs	3,630	1.9%	2,045	4.6%
Subtotal	(15,319)	(7.9%)	(3,018)	(6.8%)
Effective tax rate	34,827	17.9%	8,503	19.0%

The effective tax rate differs from the (nominal) statutory tax rate. This difference

is mainly caused by applying the participation exemption and Dutch innovation

box regime. In addition the effective tax rate is impacted by non-deductible

share plan costs that occur in each region.

Effective tax rate per region

An overview of the effective tax rate per region is presented in the table below.


	For the year ended 31 December 2024
	Statutory tax rate	Effective tax rate
Europe	25.8%	20.1%
Americas	21.9%	19.9%
Asia	16.5%	5.6%
Group		17.9%


	For the year ended 31 December 2023
	Statutory tax rate	Effective tax rate
Europe	25.8%	25.0%
Americas	21.0%	19.2%
Asia	16.5%	(0.1%)
Group		19.0%

Current tax assets and liabilities per region


	As at 31 December
	2024	2023
Assets
Europe	2,239	4,744
Americas	2,325	706
Asia	302	623
Total current tax assets	4,866	6,073

Liabilities
Europe	20,938	1,725
Americas	514	1,322
Asia	1,188	569
Total current tax liabilities	22,640	3,616

FLOW TRADERS | ANNUAL REPORT 2024 113

Recognized deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:


	As at 31 December
	2024	2023
Revaluation of investments to fair value	(1,715)	(1,449)
Deferred bonus	699	304
Leased assets	1,844	1,073
Accelerated depreciation for tax purposes	(649)	(360)
Share based payments	1,455	3,344
Capitalized R&D for tax purposes	4,153	4,319
Carry forward losses	2,108	213
Other	57	(8)
Net asset/(liability)	7,952	7,436

Deferred tax assets	8,059	9,945
Deferred tax liabilities	(107)	(2,509)
Deferred tax assets, net	7,952	7,436

In addition to the movement of deferred tax included in the income tax expense

in the statement of profit or loss, an amount of €1.3 million is reported through

other comprehensive income relating to investments at fair value through other

comprehensive income.

During 2024 we have moved an amount of € 1.1 million between Current tax and

Deferred tax, partially due to realized gains on investments. The remaining

movement is explained by exchange rate differences.

In 2024, it was identified that the offsetting criteria had been met within certain

tax jurisdictions in both 2024 and 2023. As such, a deferred tax liability of €2.6

million was offset against deferred tax assets in 2024. The 2023 eligible deferred

tax liability has not been restated as the Group concluded it was immaterial.

16. Cash and cash equivalents


	As at 31 December
	2024	2023
Europe	3,890	1,946
Americas	745	309
Asia	3,754	3,453
Total cash and cash equivalents	8,389	5,708

Cash and cash equivalents are available on demand.

17. Financial assets held for trading


	As at 31 December
	2024	2023 (restated)
Long positions in equity securities-trading	5,495,262	5,217,742
Long positions in debt securities-trading	309,140	277,814
Mark to market derivative assets	314,585	72,770
Total financial assets held for trading	6,118,987	5,568,326

See note 4 for information about restatement of prior period error.

Financial assets held for trading relate to settled positions and are closely related

to financial liabilities held for trading, trading receivables, trading payables, other

assets held for trading and other liabilities held for trading. The sum of these

positions is our net trading capital position at our prime brokers and together

with cash used in the management report as trading capital.

The table above shows the fair values of derivative financial instruments

recorded as assets.

The Group enters into derivative contracts such as futures, forwards, swaps and

options for trading and economic hedge purposes. Futures contracts are

transacted at standardized amounts on regulated exchanges and are subject to

FLOW TRADERS | ANNUAL REPORT 2024 114

cash margin requirements. Forwards are customised contracts transacted in the

over–the–counter market. Swaps are contractual agreements between two

parties to exchange streams of payments over time based on specified notional

amounts, in relation to movements in a specified underlying index. The Group’s

derivative assets and financial liabilities are generally not offset in the

Consolidated statement of financial position unless the IFRS netting criteria are

met. The Group’s trading capital exposures, including derivative contracts, are

monitored on a daily basis as part of its overall risk management framework.

Please also refer to note 18, 26 and 27.

18. Trading receivables


	As at 31 December
	2024	2023 (restated)
Receivables for securities sold	5,049,192	5,399,086
Due from brokers and exchanges	911,029	248,077
Total trading receivables	5,960,221	5,647,163

See note 4 for information about restatement of prior period error.

In accordance with the Group’s policy of trade date accounting for regular way

sale and purchase transactions, receivables for securities sold represent amounts

of receivables for securities that are sold, but not yet settled as at the reporting

date and amounts due from brokers and exchanges. Trading receivables are

measured at amortized cost. Given the short-term nature of these assets, their

carrying amount is a reasonable approximation of fair value. Additionally, the

expected credit loss is immaterial.

Please also refer to note 17, 26 and 27.

19. Other assets held for trading


	As at 31 December
	2024	2023 (restated)
Other assets held for trading	625,085	213,965
Total other assets held for trading	625,085	213,965

See note 4 for information about restatement of prior period error.

The carrying amount of other assets held for trading at year end was € 625

million (restated 2023: €213.9 million). This amount includes digital assets traded

on centralized and decentralized exchanges.

20. Other receivables


	As at 31 December
	2024	2023
Prepayments	21,929	7,361
Dividend withholding tax	1,639	1,688
Security deposits	3,166	3,146
Receivable from employees	7	256
Other receivables	8,723	8,224
Total other receivables	35,464	20,675

21. Investments measured at fair value through other

comprehensive income


	As at 31 December
	2024	2023
Investments measured at fair value through OCI	33,094	20,083
Total Investments measured at fair value through OCI	33,094	20,083

22. Investments measured at fair value through profit or loss


	As at 31 December
	2024	2023
Investments measured at fair value through PL	24,697	6,485
Total Investments measured at fair value through PL	24,697	6,485

FLOW TRADERS | ANNUAL REPORT 2024 115

As of 31 December 2024, within total investments measured at fair value through

PL there was €13.1 million in debt instruments and €11.6 million in equity

instruments (2023: €6.5 million and nil, respectively).

23. Equity-accounted investments

a) Individually immaterial equity accounted investments


	As at 31 December
	2024	2023
Carrying amount as at 1 January	614	4,958
Investments	471	—
Cash distribution	(66)	(78)
Impairment	(766)	(4,445)
Result from equity-accounted investments	(181)	(43)
Effect of movement in foreign exchange differences	(3)	222
Carrying amount investments individually immaterial equity-accounted investments	68	614

All individually immaterial equity-accounted investments are classified as

investments in associates.

During the period ended 31 December 2024, the Group exited an individually

immaterial equity accounted investment. The Group received nil proceeds, and

an impairment of €0.8 million is presented on the Consolidated statement of

profit or loss within Impairment of equity-accounted investments. The prior year

impairment relates mainly to the €4.3 million impairment of LedgerEdge Inc., as

investment in an associate.

b) Joint Venture

The Group has invested in a joint venture in which the Group has joint control

and 35.52% of ownership through voting preferred shares. The Group, along with

the other investors identified in the Shareholder Agreement as Major Investors,

must each approve (unanimous consent) regarding the matters relevant to the

activities of the joint venture. This results in collective control of the

arrangement.

The Group does not consider the assessment of control a significant judgment

under IAS 1 given the nature of those contractual terms and the activities which

require agreement from each major investor. As per the shareholders'

agreement, the Group is considered a Major Investor.

The investee is developing a trading technology platform in the Asia-Pacific

region. In accordance with acquisition agreement, the Group may make an

additional investment dependent on future events.

The following table summarizes the joint venture's financial statements for the

period ending 30 November 2024. The Group uses the 30 November 2024

financial statements due to operational constraints of the investee.


	As at 31 December
	2024	2023
Percentage ownership Interest	35.52%	21.60%
Non-current assets	7,135	2,690
Current assets	4,847	5,760
Current financial liabilities	(1,124)	(28)
Non-current financial liabilities	—	—
Net assets	10,858	8,423
Gain /(loss) on foreign exchange translation	—	—
Group's share of net assets (ownership %)	2,934	1,819
Goodwill	4,971	2,373
Carrying amount of interest in joint venture	7,905	4,193

Profit/ (loss) from continuing operations	(1,670)	(145)
Other comprehensive income	(121)	—
Total comprehensive Income (ownership %)	(414)	(31)

c) Joint Venture - Global Tokenization Holdings Limited

The Group has an equity investment of 33.3% in an Irish domiciled holdings

company called Global Tokenization Holdings Limited (GTH). The Group has

classified the investment as a joint venture as decisions regarding relevant

activities require the unanimous consent of the parties sharing control of the

arrangement.

FLOW TRADERS | ANNUAL REPORT 2024 116

GTH has a 100% holding in an operating company which plans to to issue an

EUR-denominated stable coin once it is regulated as an electronic money

institution under the German payment services supervision act, operating from

Germany as of 31 December 2024.

The following table summarizes the joint venture’s financial statements for the

period ending 31 December 2024.


Global Tokenization Holdings Limited	As at 31 December
	2024
Percentage ownership Interest	33.33%
Non-current assets	3,932
Current Assets	7,748
Current financial liabilities	(1,110)
Non-current financial liabilities	—
Net assets	10,570
Gain /(loss) on foreign exchange translation	—
Group's share of net assets (ownership %)	3,524
Goodwill	—
Carrying amount of interest in joint venture	3,524

Profit from continuing operations	(1,955)
Other comprehensive income	—
Total comprehensive Income (ownership %)	(652)

FLOW TRADERS | ANNUAL REPORT 2024 117

24. Property and equipment


	Hardware	Office fixtures	Office space right- of-use assets	Hardware right- of-use assets	Total
Cost
Balance at 1 January 2023	34,734	10,073	64,838	12,588	122,233
Additions	4,802	7,149	1,070	2,191	15,212
Disposals	(7,838)	(4,127)	(661)	(2,533)	(15,159)
Effect of movements in exchange rates	(410)	(176)	(1,687)	(76)	(2,349)
Balance at 31 December 2023	31,288	12,919	63,560	12,170	119,937

Balance at 1 January 2024	31,288	12,919	63,560	12,170	119,937
Additions	4,897	2,124	1,693	1,505	10,219
Disposals	(1,608)	(436)	—	(2,792)	(4,836)
Effect of movements in exchange rates	955	451	3,515	95	5,016
Balance at 31 December 2024	35,532	15,058	68,768	10,978	130,336

Depreciation and impairment losses
Balance at 1 January 2023	15,575	4,992	17,691	6,894	45,152
Depreciation for the year	6,339	1,509	7,405	2,511	17,764
Disposals	(7,394)	(3,874)	(746)	(2,533)	(14,547)
Exchange rate differences	(238)	(71)	(514)	(43)	(866)
Balance at 31 December 2023	14,282	2,556	23,836	6,829	47,503

Balance at 1 January 2024	14,282	2,556	23,836	6,829	47,503
Depreciation for the year	5,279	2,060	6,436	2,784	16,559
Disposals	(1,608)	(436)	—	(2,792)	(4,836)
Exchange rate differences	798	(172)	1,432	147	2,205
Balance at 31 December 2024	18,751	4,008	31,704	6,968	61,431

Carrying amounts
At 1 January 2023	19,159	5,081	47,147	5,694	77,081
As at 31 December 2023	18,802	10,363	39,724	3,545	72,434
As at 31 December 2024	16,781	11,050	37,064	4,010	68,905

Right-of-use assets are disclosed in more detail in note 31 and must be considered along with software right-of-use assets in note 25. Assets that have been fully

depreciated and are considered obsolete are disposed of, the Group does not generate sale proceeds from disposed assets. The depreciation for the year includes €0.1

million in written off tangible assets for the year ended 31 December 2024 (2023: €0.07 million).

FLOW TRADERS | ANNUAL REPORT 2024 118

25. Intangible assets


	Software	Software right-of- use assets	Goodwill	Total
Cost
Balance at 1 January 2023	2,212	470	502	3,184
Additions	107	1,228	—	1,335
Disposals	(258)	—	—	(258)
Exchange rate differences	(6)	—	—	(6)
Balance at 31 December 2023	2,055	1,698	502	4,255
Balance at 1 January 2024	2,055	1,698	502	4,255
Additions	—	—	—	—
Disposals	(529)	(246)	—	(775)
Exchange rate differences	99	82	—	181
Balance at 31 December 2024	1,625	1,534	502	3,661
Depreciation and impairment losses
Balance at 1 January 2023	981	236	—	1,217
Depreciation for the year	425	181	—	606
Disposals	(209)	—	—	(209)
Exchange rate differences	(37)	—	—	(37)
Balance at 31 December 2023	1,160	417	—	1,577
Balance at 1 January 2024	1,160	417	—	1,577
Depreciation for the year	379	349	—	728
Disposals	(533)	(246)	—	(779)
Exchange rate differences	84	49	—	133
Balance at 31 December 2024	1,090	569	—	1,659
Carrying amounts
At 1 January 2023	1,231	234	502	1,967
As at 31 December 2023	895	1,281	502	2,678
As at 31 December 2024	535	965	502	2,002

Right-of-use assets are disclosed in more detail in note 31 and must be

considered along with office space and hardware right-of-use assets in note 24.

Assets that have been fully depreciated and are considered obsolete are

disposed of, the Group does not generate sale proceeds from disposed assets.

Goodwill

In December 2010 the Group obtained control of TradeSense Solutions B.V. and

its subsidiary Flow Traders Technologies SRL (formerly TradeSense Solutions

SRL), a software development company with special focus on trading in

electronic markets. The goodwill amounted to €0.5 million.

There were no additions or impairments to the goodwill in 2024 and 2023.

26. Financial liabilities held for trading


	As at 31 December
	2024	2023 (restated)
Short positions in equity securities-trading	3,642,083	2,643,006
Short positions in debt securities-trading	396,549	423,394
Mark to market derivatives liabilities	236,071	84,187
Total financial liabilities held for trading	4,274,703	3,150,587

See note 4 for information about restatement of prior period error.

Please also refer to note 17, 18 and 27.

27. Trading payables


	As at 31 December
	2024	2023 (restated)
Payables for cash market products	5,265,981	5,486,908
Credit facilities	1,884,583	1,970,133
Total trading payables	7,150,564	7,457,041

See note 4 for information about restatement of prior period error.

FLOW TRADERS | ANNUAL REPORT 2024 119

Due to the short-term nature of these liabilities, their carrying amount is a

reasonable approximation of fair value. Please also refer to note 17, 18 and 26.

Payables for securities bought

In accordance with the Group’s policy of trade date accounting for regular sale

and purchase transactions, payables for securities bought represent amounts

payables for securities that were purchased, but not yet settled as at the

reporting date. The amount payable is based on the net unsettled amount per

clearing institution.

Credit Facilities

The Group maintains portfolio financing facilities with its prime brokers to

facilitate the trading activities (i.e. to finance the purchase and settlement of

financial instruments). The drawn amounts on these facilities continuously

fluctuate based on our trading positions at any given moment.

The Group has interest-bearing credit facilities with its prime brokers and

clearing institutions for a total facilities amount of €5,041 million as at 31

December 2024. The variable interest rate charged on these facilities is based on

the overnight interest rates per respective currency plus 50 bps. These facilities

can be modified or terminated at any time and do not have an expiration date

and is yearly automatically renewed. The facilities are exclusively for the

financing of positions of the financial instruments traded in the ordinary course

of the trading activities using the various prime brokers.

Our prime brokers require the Group to post cash to cover the haircut or margin

requirements (representing a minor portion of our portfolio’s size, which is

variable and calculated on a daily basis depending on portfolio size and

composition) in cash or securities as security for our positions held with the

relevant prime broker. The positions are subject to pledge and collateral

arrangements. As of 31 December 2024, the amount of financial assets pledged

as collateral for liabilities was €678 million (2023: €600 million).

Covenants

Pursuant to the main covenants included in our facilities, the Group is required

to comply with a net liquidation (or trading capital) balance that exceeds the

haircut calculated by the prime broker. Both the net liquidation balance and

haircut are variable and calculated on a daily basis, depending on portfolio size

and composition. The main covenants prescribe certain maximum portfolio-to

loan size (variable and calculated on a daily basis, depending on portfolio

composition). In addition, for certain operating subsidiaries of the Group, they

require us to maintain a solvency ratio of at least 4%, calculated by shareholders'

equity divided by credit limit for the respective subsidiaries.

The main covenants also require the Group to supply our prime brokers with

financial statements and other information, including information on our trading

activities and trading counterparties. Furthermore, they require us to maintain

all relevant authorizations and memberships required in order to conduct our

business, and comply with all applicable laws, rules and regulations and place

restrictions on mergers and disposition of our assets outside the ordinary course

of our business.

Other covenants related to credit facilities provided by prime brokers and

clearing institutions mainly include ratios in respect of shareholders’ equity for

the Group and Flow Traders B.V., as well as a minimum regulatory capital ratio

for Flow Traders B.V.

The Group has not had any defaults and did not breach any covenants with

respect to any of its liabilities during 2024 and 2023.

28. Other liabilities held for trading


	As at 31 December
	2024	2023 (restated)
Other liabilities held for trading	512,492	243,880
Total other liabilities held for trading	512,492	243,880

Per year end the Group had other liabilities held for trading with a total value of

€512.5 million (2023: €243.9 million) comprising of loans denominated in digital

currencies or held with digital asset brokers.

FLOW TRADERS | ANNUAL REPORT 2024 120

29. Other liabilities


	As at 31 December
	2024	2023
Long-term variable compensation payable	25,743	13,328
Subtotal non-current liabilities	25,743	13,328

Wages and variable compensation payable	45,472	46,267
Wage tax payable	1,756	969
Creditors and accruals	24,046	17,155
Subtotal current liabilities	71,274	64,391
Total other liabilities	97,017	77,719

The long-term and current variable compensation payable include amounts

payable to employees related to the cash portion of variable remuneration and

share appreciation rights ('SARs'). Refer to note 13 and note 32.

As set out in the Remuneration report, the cash portion of the variable

remuneration and the SARs programs are deferred and paid in multiple

installments. If the Group faces operational losses these variable compensation

installments may be reduced or forfeited entirely to cover for such losses.

30. Loans and borrowings

The Group entered into a EUR denominated interest-bearing 12 month term loan

with Barclays Bank PLC for an amount of €25 million. The amount of the loan has

been fully drawn as of 31 December 2024. The corresponding nominal interest

rate is 3.2% plus 6 months EURIBOR.

31. Leases

The Group has lease contracts for office space, software and hardware with lease

terms between one and ten years.

Set out below are the carrying amounts of the Group’s right-of-use assets

(included under property and equipment and intangible assets) and lease

liabilities and the movements during the period:


As at 31 December 2024
	Right-of-use assets	Lease liabilities
Balance at 1 January 2024	46,346	53,042
Additions	3,198	3,640
Depreciation expense	(9,569)	—
Disposals	—	—
Interest expense	—	2,189
Payments	—	(9,354)
Exchange rate differences	2,064	2,661
Balance at 31 December 2024	42,039	52,178


As at 31 December 2023
	Right-of-use assets	Lease liabilities
Balance at 1 January 2023	53,075	54,100
Additions	4,489	6,431
Depreciation expense	(10,097)	—
Disposals	—	—
Interest expense	—	2,296
Payments	—	(8,309)
Exchange rate differences	(1,121)	(1,476)
Balance at 31 December 2023	46,346	53,042

In relation to the lease liabilities for an amount of €5.0 million (2023: €6.6 million)

there are liens on the property and equipment, mainly related to hardware

assets. For more information, please refer to notes 24 and 25 for further details of

the right-of-use assets.

32. Equity

Share capital and share premium

All ordinary shares rank equally with regard to the Company’s residual assets.

There are no preferred shareholders.

FLOW TRADERS | ANNUAL REPORT 2024 121

The table below provides an overview of the shares in issue.


	As at 31 December
	2024	2023
In issue 1 January	45,671,645	46,534,500
Treasury shares	(2,602,889)	(3,422,732)
Total	43,068,756	43,111,768

The shares in issue are fully paid and have a nominal value of €3.50 per share.

In the first half of 2024, the issued capital was reduced by the cancellation of

862,855 shares at an average value of €23.18 per share.

Ordinary shares

Holders of the Company’s ordinary shares are entitled to dividends if and when

declared by the Company and are entitled to one vote per share at general

meetings of the Company.

Treasury shares

As at 31 December 2024 Flow Traders Ltd. and its subsidiaries held 2,602,889

(2023: 3,422,732) of ordinary shares (treasury shares). No gain or loss is recognized

in the statement of profit or loss on the purchase, sale, issue or cancellation of

the Group’s own equity instruments. Any differences between the carrying

amount and the consideration, if reissued, is recognized in equity.

Share-based payment reserve

The share-based payment reserve includes the straight-line accrual over the

vesting period of the grant date fair value of shares granted to employees

including the value of reinvested dividends on unvested shares. At the moment

of settlement, the net amount between the grant date fair value of the shares

and the fair value of treasury shares used to satisfy the share-based payment

plan is recognized in the Retained earnings reserve. Reference is made to note 13

- Employee Expenses.

Currency translation reserve

The translation reserve comprises all foreign currency differences arising from

the translation of the financial statements of foreign operations. This also

includes the hedging results.

Fair value reserve

The fair value reserve comprises the fair value movements on all Investments

measured at fair value through other comprehensive income of the Group.

General distributions

Pursuant to Article 24.1 of the Company’s Articles of Association, the Board, with

the approval of the Non-Executive Directors, has decided that the profit for 2024

(totaling €159.5 million) will be added to the reserves..

Dividends

In June 2024 the Group paid €0.15 per share final cash dividend for the financial

year 2023.

In July 2024 the Group announced its Trading Capital Expansion Plan and the

related revision of its dividend policy. To expand its trading capital base, the

Group has suspended regular dividend payments until further notice and did not

pay an interim cash dividend for the financial year 2024.

33. Provisions and contingencies

The Group operates in various legal, administrative, tax and regulatory

jurisdictions. From time to time, the Group is involved in proceedings concerning

matters arising within the normal course of business. The outcomes of these

proceedings are difficult to assess and may involve significant judgment and

estimation uncertainty.

Provisions

There have been no additional provisions made during the year ending 2024. In

2023 the Group received communications from a trading regulatory body

regarding violations of trading regulations. In 2024, the trading regulatory body

imposed a fine for violations of trading regulations of €2.2 million and €2.3

million for the confiscation of assets. The total amount of 4.5 million was settled

in full during June 2024.

FLOW TRADERS | ANNUAL REPORT 2024 122


	Legal	Total
As at 1 January 2024	4,111	4,111
Provisions made during the year	402	402
Provisions used during the year	4,513	4,513
Provisions reversed during the year	—	—
Unwind of discount	—	—
As at 31 December 2024	—	—


	Legal	Total
As at 1 January 2023	—	—
Provisions made during the year	4,111	4,111
Provisions used during the year	—	—
Provisions reversed during the year	—	—
Unwind of discount	—	—
As at 31 December 2023	4,111	4,111

Cash incentive provided to employees

As from 2020 certain employees receive part of their variable compensation in

share appreciation rights (SARs). The SARs vest in equal installments over a

period of three to five years subject to the condition that the employee remains

employed on the vesting date. The SAR are expenses and recognized in the

financial statements in line with the IFRS 2 Share based payment - cash settled

accounting rules (refer also to note 13 - Employee Expenses).

The contingent liability from these plans are as follows:


	2025	2026	2027	2028	Total
SARs 2021	22	—	—	—	22
SARs 2022	215	91	—	—	306
SARs 2023	375	—	—	—	375
SARs 2024	132	79	—	—	211
Total	744	170	—	—	914

Guarantees

Flow Traders B.V., Flow Traders US Holding LLC, Flow Traders US LLC and Flow

Traders US Institutional Trading LLC (collectively “Guarantors”) have provided

several guarantees for the obligations of Flow Traders US Institutional Trading

LLC, Flow Traders Hong Kong Ltd and Flow Traders US LLC (collectively

“Beneficiaries”) to external counterparties in relation to trading relationships.

Obligations under the guarantees require Guarantors to fulfil claims of the

Beneficiaries once it has not fulfilled one of its obligations directly related to the

trading relationships. These guarantees are in effect for periods ranging from 1

year to an indefinite term as of the signing date of the agreement, which can be

withdrawn with 1 week notice.

Flow Traders Holding LLC has provided a parental guarantee for the obligations

of Flow Traders B.V. related to the credit facility provided to Flow Traders B.V. by

one of its prime brokers. If and as long as the solvency ratio of Flow Traders B.V.

falls below 4% of the maximum credit limit agreed with this prime broker, Flow

Traders Holding LLC has committed to provide such additional security for Flow

Traders B.V. in the form of this parental guarantee. The maximum obligation

under this guarantee for Flow Traders Holding LLC will be 4% of the maximum

credit limit for Flow Traders B.V. as agreed with the prime broker. The parental

guarantee shall be in full force and effect until terminated. Flow Traders Holding

LLC may terminate this guarantee at any time upon 15 days’ prior written notice

to the prime broker, or at any time upon the written consent of the prime broker.

Flow Traders Holding LLC has provided a guarantee for the obligations of Flow

Traders B.V. in connection to the EUR 25 million term loan from Barclays Bank

PLC, which was entered into during the second quarter of 2024. This guarantee

has the same duration as the loan facility, which is a period of twelve months.

On 30 September 2024, Flow Traders Holdings LLC entered into a deed of

guarantee and indemnity for the liabilities and obligations of its subsidiary Flow

Traders Asia Pte. Ltd., in favour of Barclays Bank PLC up to a maximum

cumulative amount of USD 50 million. This guarantee and indemnity will be in

effect until the termination of all agreements between Barclays Bank PLC and

Flow Traders Asia Pte.

Contingent Liabilities

The Group’s calculation of tax liabilities involves dealing with uncertainties in the

application of complex tax laws in a multitude of jurisdictions across EMEA, Asia

FLOW TRADERS | ANNUAL REPORT 2024 123

and the Americas. In this context, it is possible that tax exposures which have not

yet materialized may result in different interpretation of local rules. As of 31

December 2024, management concluded that it is probable that the tax

authority in the Netherlands will accept our treatment of earnings stripping

rules. It is possible that different interpretation of local rules may result in tax

effects from timing differences.

Contingent Assets

Flow Traders Investment Limited (FTIL) held both digital assets and fiat currency

on FTX Trading Ltd.’s (FTX) digital asset exchange prior to FTX filing bankruptcy

in November 2022. As a result of that bankruptcy, FTIL derecognised their

balances held on FTX’s platform during the year ended 31 December 2022. FTIL

subsequently filed a customer claim with the bankruptcy estate in September

2023. As a result of the filing, FTIL is an FTX Debtor under the bankruptcy

proceedings.

During the year ending 31 December 2023, FTX announced a proposed

settlement plan which included a Preference Settlement Amount. The

Preference Settlement Amount allowed FTX Debtors the opportunity to resolve

any liabilities and claims with FTX on a net basis. As of 31 December 2023, the

Group has concluded that an inflow of economic benefit from the Preference

Settlement Amount was probable, but not virtually certain (hence, no asset had

been recognized as of 31 December 2023). On 25 March 2024, the Group sold its

claim.

34. Related parties

General

The executive and non-executive directors of the Board are considered the

persons responsible for managing, controlling and supervising the Group.

During the year, the Group engaged with Roger Hodenius, a former non-

executive director of the Board (cessation of appointment in April 2023), as an

advisor by contracting with Mr. Hodenius’s firm, Avalon Holding B.V. The Group

incurred costs for an amount of €60,000 for these services.

Board and non-executive directors compensation

The Board and non-executive director compensation for 2024 and 2023

comprises of base salaries and variable compensation paid in cash is short-term

in nature.


Remuneration of the Executive and Non-Executive Directors					2024
	Base salary	Cash from profit- share	Share- based payments	Extra- ordinary	Total
Executives	801	2,035	2,000	0	4,836
Non-Executives	620	—	—	—	620


Remuneration of the Executive and Non-Executive Directors					2023
	Base salary	Cash from profit- share	Share- based payments	Extra- ordinary	Total
Executives	399	733	333	8	1,472
Non-Executives	901	—	—	—	901

Flow Traders Foundation

As one of Flow Traders’ Non-Executive Board members sits on the Board of the

Flow Traders Foundation (“Foundation”), the Foundation is considered a related

party.

In 2020 Flow Traders established the Flow Traders Foundation, a Charity or

Foundation (“Stichting”) to better structure its historic engagement in giving to

others in society who need (financial) help. During 2020 Flow Traders established

the funding to make sure that a significant financial basis has been laid, so that

the Foundation has the financial means to make not only an annual but also a

structural impact and meets its purpose.

In 2024 Flow Traders contributed a total value of €0.6 million (2023: €0.5 million)

related to support of organizations such as SINA and Project Backboard. The

Group also reserved an amount from the 2024 variable remuneration pool for

employees for donation to the Foundation of €0.45 million in 2024 (2023: €0.2

million).

In addition, as part of donation agreements between certain Non-Executive

Directors to the Board and the Foundation, the Foundation is obligated to invest

the donations received from this member into shares of the Company. In 2024

the Foundation received a donation of €0.5 million from current and former

Non-Executive Board members, which it used to purchase 30,232 shares in Flow

Traders Ltd. against a share price of €16.56.

FLOW TRADERS | ANNUAL REPORT 2024 124

35. Group companies


Subsidiaries	Country of incorporation	Ownership interest
		2024	2023
Flow Traders B.V.	Netherlands	100%	100%
Flow Traders Technologies B.V.	Netherlands	100%	100%
INIT Capital B.V.	Netherlands	100%	100%
Flow Traders Investments B.V.	Netherlands	100%	100%
Flow Traders Holding LLC	USA	100%	100%
Flow Traders U.S. Holding LLC	USA	100%	100%
Flow Traders U.S. LLC	USA	100%	100%
Flow Traders U.S. Institutional Trading LLC	USA	100%	100%
FTTNY LLC	USA	100%	100%
Flow Traders Asia Pte. Ltd.	Singapore	100%	100%
Flow Traders Hong Kong Ltd	Hong Kong	100%	100%
Flow Traders Hong Kong Services Ltd	Hong Kong	100%	100%
Flow Traders UK Services Ltd	United Kingdom	100%	100%
Flow Traders London Ltd	United Kingdom	100%	100%
Flow Traders Technologies SRL	Romania	100%	100%
Flow Traders Investments Limited	Jersey	100%	100%

Other branches

The Group has the following branches:


Branch	Trading Name	Country
Paris	Flow Traders B.V. (Paris Branch)	France
Milan	Flow Traders B.V. (Milan Branch)	Italy
Shanghai	Flow Traders Hong Kong Ltd. (Shanghai Branch)	China
Hong Kong	INIT Capital B.V. (Hong Kong Branch)	China
Korea	Flow Traders Asia Pte. Ltd. (Korea Branch)	Korea

Significant restrictions

The Group does not have significant restrictions on its ability to access or use its

assets and settle its liabilities other than those resulting from the supervisory

frameworks, within which its subsidiaries operate. Please refer to the Capital

Management section of this report for more information.

36. Financial risk management

Overview

The Group is exposed to the following risks arising from financial instruments:

▪ Operational risk;

▪ Credit risk;

▪ Market risk;

▪ Foreign exchange risk;

▪ Interest Rate risk;

▪ Liquidity risk;

▪ Concentration risk.

This note presents information about the Group’s exposure to each of the above

risks, the Group’s objectives, policies and processes for measuring and managing

risk, and the Group’s management of our liquidity and capital.

Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal

processes, people and systems or from external events.

Our Group Operational Risk framework contributes to raise awareness of these

risks to all our employees and promotes a risk mitigation culture in all our

processes. This includes documenting of procedures and periodically updating of

this documentation.

The risk governance and independence of the Risk team ensures that our risk

appetite is appropriately implemented, monitored and reported to management

on a regular basis. We maintain an internal operational risk event database that

captures any incident that may have occurred (irrespective if it led to a financial

loss/profit or not). We routinely perform an in-depth analysis of these incidents in

order to avoid a reoccurrence.

FLOW TRADERS | ANNUAL REPORT 2024 125

Every year, we conduct Risk Control Self Assessments (RCSA) across the

organization to update what our main inherent risks are and which could be the

most impactful in order to manage them to be within our risk appetite.

Any breach of risk appetite is escalated to management. A decision is then made

as to whether we should mitigate, defer or accept the breach. If mitigation is

considered to be the appropriate action, a taskforce is put in place to bring back

the residual risk scoring within our risk appetite. This ongoing vigilance ensures,

that we dedicate the appropriate amount of time and resources to improve our

control environment in a consistent and risk-based manner.

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial

instrument fails to meet its contractual obligations, and can also arise from the

settlement of off-exchange transactions.

At the end of the reporting period, the maximum exposure to credit risk is

represented by the carrying amount of each financial asset in the Consolidated

statement of financial position. These amounts significantly exceed expected

loss in the event of counterparty default, as expected loss takes into account the

likelihood of such an event and collateral or security. The likelihood of

counterparty default is deemed to be remote due to the creditworthiness of the

counterparties and the central counterparties. The maximum exposure to credit

risk at the reporting date was as follows:


Carrying amount	As at 31 December
	2024	2023 (restated)
Cash and cash equivalents	8,389	5,708
Trading receivables	5,960,221	5,647,163
Other receivables	35,464	20,675

Credit risk related to transactions on exchanges is limited since these are

guaranteed by the central counterparty or clearing house related to that

exchange. Members of these clearing houses are required to deposit substantial

amounts of cash, bonds or equities as collateral for any failure to settlement of

trading. There is an inherent risk related to transactions on digital asset

exchanges and protocols, both centralized and decentralized. Additionally, this

risk is mitigated by strict onboarding procedures and limiting the assets held for

trading on each exchange to limit the maximum risk per exchange.

The Group manages credit risk through its Risk department that provide specific

guidelines, rules and procedures for identifying, measuring and reporting credit

risk.

Policies include amongst others:

▪ limits for individual product types;

▪ limits per counterparty;

▪ limits on the duration of the exposure;

▪ limits for settlement types;

▪ strict monitoring procedures for late settlements;

▪ limits to exchanges.

Creditworthiness of counterparties is continuously assessed and counterparty

exposures are monitored on an intraday basis.

Offsetting financial assets and financial liabilities

The disclosures set out in this paragraph include financial assets and financial

liabilities that:

▪ are offset in the Group’s Consolidated statement of financial position; or

▪ are subject to an enforceable master netting arrangement or similar

agreement that covers similar financial instruments, irrespective of whether

they are offset in the Consolidated statement of financial position.

The similar agreements include derivative clearing agreements, global master

repurchase agreements, and global master securities lending agreements.

Similar financial instruments include derivatives, sales and repurchase

agreements, reverse sale and repurchase agreements, securities borrowing and

securities lending agreements. Financial instruments, such as loans and

deposits, are not disclosed in this paragraph unless they are offset in the

Consolidated statement of financial position.

The ISDA and similar master netting arrangements do not meet the criteria for

offsetting in the Consolidated statement of financial position. This is because

they create a right to offset recognized amounts for the parties to the agreement

that is enforceable only following an event of default, insolvency or bankruptcy of

the Group or the counterparties or following other predetermined events.

In addition, the Group and its counterparties do not intend to settle on a net

basis or to realize the assets and settle the liabilities simultaneously.

FLOW TRADERS | ANNUAL REPORT 2024 126

The Group has outsourced collateral management to its prime brokers. It can

receive and grant collateral in the form of cash and marketable securities in

respect of the following transactions:

▪ derivatives;

▪ sale and repurchase, and reverse sale and repurchase agreements; and

▪ securities lending and borrowing.

The Group receives and grants collateral in the form of cash and marketable

securities as set out in notes 18 and 27 in respect of derivatives (including swaps).

Such collateral is subject to standard industry terms including, where

appropriate, an ISDA Credit Support Annex. This means that securities received/

granted as collateral can be pledged or sold during the term of the transaction,

but have to be returned on maturity of the transaction. The terms also give each

party the right to terminate the related transactions on the counterparty’s failure

to post collateral.

Offsetting

The Group has various netting agreements in place with counterparties to

manage the associated credit risks. Such arrangements primarily include:

securities borrowing and lending arrangements, and over-the-counter and

exchange traded derivatives. These netting agreements and similar

arrangements generally enable the counterparties to offset liabilities against

available assets received in the ordinary course of business and/or in the event of

the counterparty’s default. The offsetting right is a legal right to settle, or

otherwise eliminate, all or a portion of an amount due by applying an amount

receivable from the same counterparty against it, thus, reducing credit exposure.

However, the offsetting criteria in IAS 32 are not met in all cases.

FLOW TRADERS | ANNUAL REPORT 2024 127


Offsetting	As at 31 December 2024
	Offsetting recognized on the Statement of financial position			Netting potential not recognized on the Statement of financial position		Assets not subject to netting arrangements		Maximum exposure to risk
	Gross assets/ liabilities before offset	offsetting with gross liabilities (IAS 32)	Net positions recognized on the Statement of financial position	Netting Potential	Positions after consideration of netting potential	Positions not subject to netting arrangements	Positions recognized in the Statement of financial position	After consideration of netting potential
Financial assets
Long positions, cash market products and amounts receivable from clearing agent	12,808,470	(729,262)	12,079,208	(11,425,267)	653,941	—	12,079,208	653,941
Other assets held for trading	—	—	—	—	—	625,085	625,085	625,085
Total financial assets	12,808,470	(729,262)	12,079,208	(11,425,267)	653,941	625,085	12,704,293	1,279,026

Financial liabilities
Short positions, cash market products amounts payable to clearing agents, and borrowings	12,154,529	(729,262)	11,425,267	(11,425,267)	—	—	11,425,267	—
Other liabilities held for trading	—	—	—	—	—	512,492	512,492	512,492
Total financial liabilities	12,154,529	(729,262)	11,425,267	(11,425,267)	—	512,492	11,937,759	512,492

FLOW TRADERS | ANNUAL REPORT 2024 128


Offsetting	As at 31 December 2023
	Offsetting recognized on the Statement of financial position			Netting potential not recognized on the Statement of financial position		Assets not subject to netting arrangements		Maximum exposure to risk
	Gross assets/ liabilities before offset	offsetting with gross liabilities (IAS 32)	Net positions recognized on the Statement of financial position	Netting Potential	Positions after consideratio n of netting potential	Positions not subject to netting arrangements	Positions recognized in the Statement of financial position	After consideration of netting potential
Financial assets
Long positions, cash market products and amounts receivable from clearing agent	12,320,934	(1,105,444)	11,215,489	(10,607,629)	607,861	—	11,215,489	607,861
Other assets held for trading	—	—	—	—	—	213,965	213,965	213,965
Total financial assets	12,320,934	(1,105,444)	11,215,489	(10,607,629)	607,861	213,965	11,429,454	821,826

Financial liabilities
Short positions, cash market products amounts payable to clearing agents, and borrowings	11,713,073	(1,105,444)	10,607,628	(10,607,629)	—	—	10,607,628	—
Other liabilities held for trading	—	—	—	—	—	243,880	243,880	243,880
Total financial liabilities	11,713,073	(1,105,444)	10,607,628	(10,607,629)	—	243,880	10,851,508	243,880

FLOW TRADERS | ANNUAL REPORT 2024 129

Market risk

The market risk for the Group relates to the risk of the value of a financial

instrument fluctuating because of changes in factors including, but not limited

to, interest rates, volatilities, currency exchange rates, future dividend

expectations and equity prices. The Risk department monitors market risk

exposure on a continuous intraday basis. Based on the limits set per product or

the aggregated risk for the Group, limit breaches will trigger action from the Risk

department in order to reduce the risk back to within our preset limits.

In addition to the Group’s Risk department, the trading positions are also

monitored daily by Operations. The applicable haircut and margins are

computed by the Group’s prime brokers. The Risk department computes the

haircut using internal models enabling intraday monitoring. Limits are set on

both capital and credit usage. Long and short trading positions include securities

and derivatives such as: shares, American Depository Receipts (ADR’s), options,

warrants, futures, forward rate agreements (FRA’s), exchange-traded products

(ETP) and digital assets. All traded financial instruments are liquid instruments.

Therefore, our portfolio can always be liquidated within a short time frame and

with a limited cost impact.

The Group seeks to hedge its trading positions to minimize its risk for adverse

price movements and does not engage in long or short only positions. The

direction of market movements, i.e. what the Group considers directional market

risk taking, is not relevant for the Group because of our market-making trading

strategy. Due to the manner in which the Group hedges foreign currency,

interest rate risk and other price risk, the directional market risk is close to zero.

Therefore, no sensitivity analysis has been disclosed.

The overall market risk (including interest rate risk, credit risk, foreign currency

risk and settlement risk) of the financial assets and liabilities held for trading are

captured in the risk and margin requirements which the Group is required to

post at its prime brokers and clearing firms. Although the positions are fully

hedged, a minimum risk close to zero remains as a result of inefficiencies in the

models of the prime brokers.

Market risk factors relating to digital assets and liabilities

In a similar matter to traditional assets, the price of a digital asset or liability

fluctuates according to its supply and demand. We manage this risk by holding

digital assets in the same proportion as liabilities (long/short delta neutral book).

Foreign currency risk

The Group is exposed to currency risk arising from trading positions

denominated in a currency other than the respective functional currencies of the

Group entities, primarily the Euro, as well as United States dollars and Singapore

dollars.

Foreign currency risk also arises on net investments in foreign operations, as well

as net results of these foreign operations during the year. The Group manages

foreign currency risk through daily monitoring of the positions by currency.

Generally, the Group seeks to hedge foreign currency exposures in currencies

other than the functional currency. The Group does use financial instruments to

hedge the translation risk related to net investments in foreign operations or net

results of foreign operations. Due to the manner in which the Group hedges

foreign currency risk, the directional foreign currency risk is close to zero.

Therefore, no sensitivity analysis has been disclosed.

Interest rate risk

Interest rates will affect future profitability of the fair value of financial

instruments. The Group is exposed to interest rate risk as a result of mismatches

of arranged interest rates of assets and liabilities. The Group has limits in place on

interest rate gaps for stipulated periods. These limits ensure that interest rate

risks are hedged. Positions are monitored on a daily basis and hedging strategies

are used to ensure positions are maintained within established limits. All

financial instruments are held for trading purposes and are accounted for at fair

value on the Consolidated statement of financial position. Positions carried on

the Consolidated statement of financial position are short term and listed on

exchanges and therefore liquid and tradable.

As mentioned in the paragraph trading payables, the Group has a credit facility

available to facilitate the trading positions accounted for on the Consolidated

statement of financial position. In order to match the liquidity and short holding

period of these trading positions, the facility has an interest rate payable, which is

floating. The Group runs a limited risk on the floating interest due to the fact that

the interest is also embedded in the funding and financing of the long/short

positions and in the ETP of the future. Due to the manner in which the Group

hedges interest rate risk, the directional interest rate risk is close to zero.

Therefore, no sensitivity analysis has been disclosed.

FLOW TRADERS | ANNUAL REPORT 2024 130

Other price risk

Equity price risk and commodity price risk arises from trading positions as well as

the Group’s investments in investments measured at fair value through other

comprehensive income or through profit or loss. In addition, for its option

positions, the implied volatility of the underlying contract is an additional risk

factor. Other factors to consider are time and dividend expectations.

The Group manages other price risks by defined limits in terms of individual

positions per product and aggregate position per trading desk relating to the

size of the exposure, concentrations, pricing and valuation parameters and

natural hedging between these long and short positions. As the Group is active

in liquidity provision and does not speculate on directional moves in underlying

values, the net delta positions of the portfolios should be close to zero.

In addition to daily internal monitoring measures, applicable haircut and

margins are computed by the Group’s prime brokers. The haircut analysis

measures all positions, individual and correlated, and reflects the different risk

components. The third-party haircut calculation confirms the internal

assessment that completes the Group’s overview of the risks that it is exposed to

on a daily and overnight basis. An overview of the overall market risk is presented

under the earlier "Market risk" section.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the

obligations associated with its financial liabilities that are settled by delivering

cash or another financial asset. The Group’s approach to managing liquidity is to

ensure, as far as possible, that it will always have sufficient liquidity to meet its

liabilities when due, under both normal and stressed conditions, without

incurring unacceptable losses or risking damage to the Group’s reputation. The

Group’s cash position, as well as the other available credit lines with prime

brokers, is monitored on a daily basis.

Maturity based on contractual undiscounted cash flows is as follows:


	As at 31 December 2024
	Carrying amount	Contractual cash flow	3 months or less
Payable for securities bought	5,265,981	5,265,981	5,265,981
Credit facilities	1,884,583	1,884,583	1,884,583
Total trading payables	7,150,564	7,150,564	7,150,564


	As at 31 December 2023 (restated)
	Carrying amount	Contractual cash flow	3 months or less
Payable for securities bought	5,486,908	5,486,908	5,486,908
Credit facilities	1,970,133	1,970,133	1,970,133
Total trading payables	7,457,041	7,457,041	7,457,041

See note 4 for information about restatement of prior period error.

Concentration risk

Concentration risk arises when a number of counterparties are engaged in

similar business activities, or activities in the same geographic region, or have

similar economic features that would cause their ability to meet contractual

obligations to be similarly affected by changes in economic, political or other

conditions. Concentrations indicate the relative sensitivity of the Group’s

performance to developments affecting a particular industry or geographic

location. The Group’s policies and procedures and the broad geographic and

industry spread of its activities limit its exposure to any concentration risk.

Additionally management has established credit limits for geographic and

counterparty exposures, which are monitored on a daily basis. We monitor the

distribution of assets and off-balance sheet items by geographic region and

industry sector on an ongoing basis.

FLOW TRADERS | ANNUAL REPORT 2024 131

Maturity analysis of financial assets and liabilities

The following table shows an analysis of the assets and liabilities according to

when they are expected to be recovered or settled.


Maturity Analysis			As at 31 December 2024
	Total	Receivable/payable on demand	Within 3 months	3 months to 1 year	>1 year
Assets
Cash and cash equivalents	8,389	8,389	—	—	—
Financial assets held for trading	6,118,987	6,118,987	—	—	—
Trading receivables	5,960,221	5,960,221	—	`	—
Other assets held for trading	625,085	625,085	—	—	—
Other receivables	35,464	—	29,152	1,639	4,673
Investments fair value through OCI	33,094	—	—	—	33,094
Investments fair value through PL	24,697	—	—	—	24,697
	12,805,937	12,712,682	29,152	1,639	62,464
Liabilities
Financial liabilities held for trading	4,274,703	4,274,703	—	—	—
Trading payables	7,150,564	7,150,564	—	—	—
Other liabilities held for trading	512,492	428,051	36,149	43,531	4,761
Lease liabilities	52,178	—	3,126	6,344	42,707
Other liabilities	97,017	—	43,874	27,400	25,743
Loans and borrowings	24,957	—	—	24,957	—
	12,111,911	11,853,318	83,149	102,233	73,211

FLOW TRADERS | ANNUAL REPORT 2024 132


Maturity Analysis	As at 31 December 2023 (restated)
	Total	Receivable/ payable on demand	Within 3 months	3 months to 1 year	>1 year
Assets
Cash and cash equivalents	5,708	5,708	—	—	—
Financial assets held for trading	5,568,326	5,568,326	—	—	—
Trading receivables	5,647,163	5,647,163	—	—	—
Other assets held for trading	213,965	213,965	—	—	—
Other receivables	20,675	—	15,479	1,688	3,508
Investments measured at fair value through OCI	20,083	—	—	—	20,083
Investments measured at fair value through PL	6,485	—	—	—	6,485
	11,482,405	11,435,162	15,479	1,688	30,076

Liabilities
Financial liabilities held for trading	3,150,587	3,150,587	—	—	—
Trading payables	7,457,041	7,457,041	—	—	—
Other liabilities held for trading	243,880	164,177	6,811	65,263	7,629
Lease liabilities	53,041		1,684	4,486	46,871
Other payables	81,830		42,277	26,225	13,328
	10,986,379	10,771,805	50,772	95,974	67,828

See note 4 for information about restatement of prior period error.

FLOW TRADERS | ANNUAL REPORT 2024 133

Liquidity and capital resources

Besides equity, the principal source of funds has been liquidity provided by the

prime brokers through uncommitted credit lines and margin financing, as well

as cash generated from our operating activities. As of 31 December 2024, the

Group held €8.4 million in cash and cash equivalents compared to €5.7 million

as of 31 December 2023. These balances are maintained primarily to support

operating activities, including ensuring that the Group has sufficient short-term

access to liquidity, and capital expenditures.

The Group maintains a highly liquid Consolidated statement of financial position,

with a large portion of its total assets consisting of cash, highly liquid marketable

securities and short-term trading receivables (arising from securities

transactions).

The Group actively manages its liquidity on an intraday basis and maintains

significant portfolio financing facilities with the prime brokers in order to

facilitate trading. These facilities are secured by cash and cash equivalents, as

well as all financial assets in accounts held at the respective prime brokers.

Capital management

Regulatory capital requirements

As a result of the corporate restructuring per 13 January 2023 the Group is not

subject to consolidated capital requirements under the EU Directive Investment

Firm Regulation (IFR) and Investment Firm Directive (IFD). Regulated Flow

Traders subsidiaries do comply with the local capital requirement regulations as

monitored by their respective National Competency Authority (NCA).

The Board monitors the return on capital as well as the level of dividends to

shareholders while complying with prime broker and regulatory capital

requirements. The available capital in the trading companies is monitored on a

daily basis to ensure that requirements are met at all times and sufficient capital

is available to support the Group’s strategy. Trading capital as at 31 December

2024 was €774.9 million (31 December 2023 €583.6 million).

37. Non-Financial Risks

The disclosure of non-financial risks, including information requests by the AFM

and DNB to investigate compliance with Dutch Money Laundering and Terrorist

Financing (Prevention) Act (“Wwft”), has been including on page 30.

38. Subsequent events

No material subsequent events have occurred since 31 December 2024 that

require recognition or disclosure in this year’s financial statements .

39. Authorization of consolidated financial statements

Amsterdam, 13 March 2025


Executive Directors	Non-Executive Directors
▪ Mike Kuehnel (Chief Executive Officer)	▪ Rudolf Ferscha (Chairman)
▪ Hermien Smeets-Flier (Chief Financial Officer)	▪ Jan van Kuijk (Vice-Chairman)
▪ Owain Lloyd (Chief Technology Officer)	▪ Linda Hovius
	▪ Delfin Rueda
	▪ Paul Hilgers
	▪ Karen Frank

FLOW TRADERS | ANNUAL REPORT 2024 134

Flow Traders Ltd.

FLOW TRADERS | ANNUAL REPORT 2024 135


Parent Company balance sheet (Before result appropriation in thousands of euro)			As at 31 December
	Note	2024	2023 (restated)
Assets
Equity-accounted investments	1	756,071	562,534
Total non-current assets		756,071	562,534
Cash and cash equivalents		56	23
Receivables from related parties	2	33,017	38,567
Other receivables		77	267
Current tax assets		149	236
Deferred tax assets	11	886	—
Total current assets		34,185	39,093
Total assets		790,256	601,627

Liabilities
Liabilities to related parties	3	14,924	5,380
Other liabilities	6	3,204	3,393
Current tax liabilities	4	—	1,182
Total current liabilities		18,128	9,955
Other non-current liabilities		5,520	5,835
Total non-current liabilities	5	5,520	5,835
Total liabilities		23,648	15,790

Equity
Share capital	7	159,851	162,871
Share premium	7	556	556
Fair value reserve	7	19,042	5,010
Currency translation reserve	7	35,400	18,072
Retained earnings	7	181,038	294,932
Other legal reserves	7	233,733	128,501
Treasury shares	7	(57,857)	(88,008)
Share based payment reserve	7	35,307	40,740
Result for the year	7	159,537	23,163
Total Equity before result appropriation		766,608	585,837
Total equity and liabilities		790,256	601,627

FLOW TRADERS | ANNUAL REPORT 2024 136


Parent Company income statement (in thousands of euro)		For the year ended 31 December
	Note	2024	2023
Intercompany revenue	8	5,681	4,778
Intercompany expenses		605	380

Personnel expenses	9	5,607	3,726
Other expenses	10	2,408	3,005
Operating expenses		8,015	6,731

Operating result		(2,939)	(2,333)

Profit / (Loss) before tax		(2,939)	(2,333)
Tax (expense)/ income	11	743	901
Share in result from participating interests, after taxation	1	161,733	37,583
Profit for the year		159,537	36,151

FLOW TRADERS | ANNUAL REPORT 2024 137

Notes to the parent Company financial statements

All amounts in thousands of euro, unless stated otherwise.

Principles for the measurement of assets and liabilities and the

determination of the result

In setting the principles for the recognition and measurement of assets and

liabilities and determination of the result for its parent Company financial

statements, the Group applies the option provided in section 2:362 (8) of the

Netherlands Civil Code. The principles for the recognition and measurement of

assets and liabilities and determination of the result (hereinafter referred to as

principles for recognition and measurement) of the parent Company financial

statements are the same as those applied for the consolidated IFRS Accounting

Standards financial statements. Participating interests over which the Company

has significant influence, are measured at equity value. Please see Notes to the

consolidated financials statements for a description of the Group’s IFRS

Accounting Standards principles.

The profit from participating interests consists of the Company’s share in the

results of these participating interests. Results on transactions, comparing the

transfer of assets and liabilities between (i) the Group and its participating

interests on (ii) between participating interests themselves, are not recognized.

1. Equity accounted investments


	As at 31 December
	2024	2023
Equity - accounted investments	756,071	562,534
Total investments in group companies	756,071	562,534

The movements of the investments in Group companies is as follows:


	As at 31 December
	2024	2023
Balance at 1 January	562,534	574,564
Changes:
▪ exchange rate differences	17,328	(6,844)
▪ revaluation reserve	6,813	231
▪ share in result of investments	161,733	37,583
▪ dividend declared	—	(43,000)
▪ addition	7,663	—
Balance at 31 December	756,071	562,534

2. Receivables from related parties


	As at 31 December
	2024	2023
Share based payment receivable subsidiaries	33,017	38,406
Current accounts	—	32
Receivables from employees	—	129
Balance at 31 December	33,017	38,567

Per 31 December 2024, the parent Company had mainly share based payment

receivables towards Flow Traders B.V. for € 20.2 million (2023: € 23.6 million), Flow

Traders US LLC €5.8 million (2023: € 8.5 million) and Flow Traders Hong Kong

Services Ltd for €5.0 million (2023: € 4.4 million).

FLOW TRADERS | ANNUAL REPORT 2024 138

3. Liabilities to related parties


	As at 31 December
	2024	2023
Intercompany loans from group companies	14,913	5,380
Liabilities to employees	11	—
Balance at 31 December	14,924	5,380

The liabilities to group companies pertain mainly to an intercompany loan from

Flow Traders Holding LLC of €14.9 million (2023: € 5.4 million).

4. Current tax liabilities


	As at 31 December
	2024	2023
Corporate income tax	—	1,182
Total current tax liabilities	—	1,182

5. Non-current liabilities


	As at 31 December
	2024	2023
Long term bonus payable	5,520	5,835
Subtotal non-current liabilities	5,520	5,835

6. Other liabilities


	As at 31 December
	2024	2023
Wages and bonuses payables	1,425	1,963
Wages tax payable	419	413
Other current liabilities	1,360	1,017
Subtotal current liabilities	3,204	3,393

FLOW TRADERS | ANNUAL REPORT 2024 139

7. Equity


Statement of changes in equity (in thousands of euro)										2024
	Share capital	Share premium	Treasury Shares	Share based payment reserve	Currency translation reserve*	Fair value reserve*	Other legal reserves*	Retained earnings	Net Profit / (loss)	Total
Balance at 1 January 2024	162,871	556	(88,008)	40,740	18,072	5,010	128,501	294,932	23,163	585,837
Profit	—	—	—	—	—	—	—	—	159,537	159,537
Total other comprehensive income	—	—	—	—	17,328	6,813	—	—	—	24,141
Total comprehensive income for the period	—	—	—	—	17,328	6,813	—	—	159,537	183,678

Transactions with owners of the Company
Transfer to retained earnings	—	—	—	—	—	—	—	23,163	(23,163)	—
Transfer to other legal reserve	—	—	—	—	—	—	105,232	(105,232)	—	—
Transfer to fair value reserve	—	—	—	—	—	7,219	—	(7,219)	—	—
Dividends	—	—	—	—	—	—	—	(6,480)	—	(6,480)
Cancellation of shares	(3,020)	—	20,001	—	—	—	—	(16,981)	—	—
Repurchase of shares	—	—	(11,804)	—	—	—	—	—	—	(11,804)
Share-based payments	—	—	21,954	(5,433)	—	—	—	(1,145)	—	15,376
Total transactions with owners of the Company	(3,020)	—	30,151	(5,433)	—	7,219	105,232	(113,894)	(23,163)	(2,908)
Balance at 31 December 2024	159,851	556	(57,857)	35,307	35,400	19,042	233,733	181,038	159,537	766,608

Over 2023 the Board declared a total cash dividend of €0.45 per share and this has been paid out to shareholders in 2024, subject to a 15% dividend withholding tax.

*please see note 16 for additional information about legal reserves, including information about the restated balance.

FLOW TRADERS | ANNUAL REPORT 2024 140


Statement of changes in equity (in thousands of euro)										2023
	Share capital	Share premium	Treasury Shares	Share based payment reserve	Currency translation reserve*	Fair value reserve (restated)*	Other legal reserve (restated)*	Retained earnings (restated)	Net Profit / (loss)	Total
Balance at 1 January 2023	162,871	2,372	(103,536)	56,865	24,899	2,040	130,016	234,582	96,206	606,315
Profit	—	—	—	—	—	—	—	—	36,151	36,151
Total other comprehensive income	—	—	—	—	(6,827)	231	—	—	—	(6,596)
Total comprehensive income for the period	—	—	—	—	(6,827)	231	—	—	36,151	29,555

Transactions with owners of the Company
Transfer to retained earnings	—	—	—	—	—	—	—	96,206	(96,206)	—
Transfer to other legal reserve	—	—	—	—	—	—	(1,515)	1,515		—
Transfer to fair value reserve	—	—	—	—	—	2,739	—	(2,739)	—	—
Dividends	—	—	—	—	—	—	—	(34,632)	(12,988)	(47,620)
Repurchase of shares	—	—	(8,761)	—	—	—	—	—	—	15,528
Share based payments	—	(1,816)	24,289	(16,125)	—	—	—	—	—	(17,941)
Total transactions with owners of the Company	—	(1,816)	15,528	(16,125)	—	2,739	(1,515)	60,350	(109,194)	(50,033)
Balance at 31 December 2023	162,871	556	(88,008)	40,740	18,072	5,010	128,501	294,932	23,163	585,837

*please see note 16 for additional information about legal reserves.

8. Intergroup revenues

The Company generates revenues providing management services to its

subsidiaries (customers). There were no other sources of revenue from contracts

with customers.

The Company’s performance obligation is to provide management services

throughout the course of the year. The consideration for these services is

recognized on a cost-plus margin arrangement, where the cost base is

determined based on the costs incurred to provide the services. Revenue is

recognized as and when the control of the services is transferred to the customers.

FLOW TRADERS | ANNUAL REPORT 2024 141

9. Personnel expenses


	For the year ended
	2024	2023
Wages and salaries	1,377	950
Social security charges	26	29
Recruitment and other employment costs	19	511
Variable compensation paid in cash and shares	4,185	2,236
Total personnel expenses	5,607	3,726

The number of employees employed by the Company at the end of the year is 3

(2023: 4). All FTEs were employed within the Netherlands during 2024 and are part

of Management (Executive Directors). The employee expenses above represents

employees and include Board members (Non-Executive Directors). For further

details refer to the Executive and Non-Executive Directors remuneration in the

Remuneration report.

10. Other expenses


	For the year ended
	2024	2023
Advisors and assurance	1,392	2,365
Regulatory costs	61	66
Shareholder meeting costs	37	149
Various expenses	918	426
Other expenses	2,408	3,006

11. Taxation


	For the year ended
	2024	2023
Tax recognized in profit or loss
Current tax expense	—	(390)
Movement deferred tax	(478)	—
Adjustment for prior years	(265)	(511)
Tax expense/(income)	(743)	(901)

Reconciliation of effective tax rate


	For the year ended
	2024	2023 (restated)
Profit/ (Loss) before tax	(2,939)	(2,333)
Dutch standard tax rate	25.8%	25.8%
Income tax expected	(758)	(602)
Actual income tax charge	(743)	(901)
In percentage	25.3%	38.6%
Difference in tax expense	(0.5%)	12.8%

The effective tax rate differs from the (nominal) statutory tax rate. This difference is

mainly caused by prior year adjustments, a difference in tax rate and non-

deductible share plan costs.

Profit before tax, presented in the note above, for the year ended 2023 has been

restated to agree to the profit before tax on the Income statement’s comparative

figures. The previously disclosed amount was incorrect as a loss of €8.2 million.

This resulted in a difference in the effective tax rate from the previously presented

amount of (14.8%).

12. Other contingent liabilities

Cash incentive provided to employees

As from 2020 certain employees receive part of their variable compensation in

share appreciation rights (SARs). The SARs vest in equal installments over a period

of four to five years subject to the condition that the employee remains employed

on the vesting date. The SARS are expenses and recognized in the financial

statements in line with the IFRS 2 Share based payment - cash settled accounting

rules (refer also to note 9 - Employee Expenses).

FLOW TRADERS | ANNUAL REPORT 2024 142

The contingent liability from these plans are as follows:


	2025	2026	2027	2028	Total
SARs 2021	22	—	—	—	22
SARs 2022	61	—	—	—	61
SARs 2023	—	—	—	—	—
SARs 2024	—	—	—	—	—
Total	84	—	—	—	84

Claims

The Company is not involved in any significant legal procedures and/or claims.

There are no other contingent liabilities.

13. Related parties

For more information, refer to note 34 related parties in the consolidated financial

statements.

14. Profit appropriation

For more information, refer to note 10 earnings per share and note 32 equity in the

consolidated financial statements.

15. Auditor fees

With reference to Section 2:382a (1) and (2) of the Netherlands Civil Code, the

following fees for the financial year have been charged by EY Accountants B.V.

and its member firms and affiliates to the Group, its subsidiaries and other

consolidated entities, which did not include tax advice:


		For the year ended 2024
	EY Accountants B.V.	Other EY member firms and affiliates	Total EY
Statutory audit of annual accounts	814	113	927
Other assurance services	680	10	690
Other non audit services	—	—	—
Total auditor fees	1,494	123	1,617


		For the year ended 2023
	EY Accountants B.V.	Other EY member firms and affiliates	Total EY
Statutory audit of annual accounts	650	85	735
Other assurance services	350	7	357
Tax advice	—	—	—
Other non audit services	—	—	—
Total auditor fees	1,000	92	1,092

Other assurance services relate to quarterly review services, interim reporting and

services related to the assessment of sustainability information.

FLOW TRADERS | ANNUAL REPORT 2024 143

16. Legal Reserve

As per the Dutch Civil Code requirement, the Company has a legal reserve which

is comprised of foreign currency translation reserve, fair value reserve and our

minimum regulatory capital requirements across the Company’s subsidiaries

(Other legal reserve).

The Other legal reserve balance as of 1 January 2023 has been restated for a

calculation error in the opening balance. The effect of the restatement is a

decrease to Other legal reserves by €34.1 million and an increase to Retained

earnings by €34.1 million. The movement for the 2023 year has been restated for a

calculation error, the effect of which was a decrease of €43.9m.

The Fair value reserve has been restated as of 31 December 2023, to account for

the transfer of the unrealized profits after taxes of €2.7 million on Investments at

Fair Value through Profit and Loss from Retained Earnings to the Fair value

reserve, pursuant to Book 2 Article 390, paragraph 1 of the Dutch Civil Code.


Statement of changes in equity (in thousands of euro)
		As at 1 January 2023
	Previously presented	Restatement	Restated
Other legal reserves	164,119	(34,103)	130,016
Retained earnings	200,479	34,103	234,582

		As at 31 December 2023
	Previously presented	Restatement	Restated
Other legal reserves	206,516	(78,015)	128,501
Fair value reserves	2,271	2,739	5,010
Retained earnings	219,656	75,276	294,932

17. Subsequent events

There were no material or significant subsequent events of the Company which

require disclosure

18. Authorization of Company financial statements

Amsterdam, 13 March 2025


Executive Directors	Non-Executive Directors
▪ Mike Kuehnel (Chief Executive Officer)	▪ Rudolf Ferscha (Chairman)
▪ Hermien Smeets-Flier (Chief Financial Officer)	▪ Jan van Kuijk (Vice-Chairman)
▪ Owain Lloyd (Chief Technology Officer)	▪ Linda Hovius
	▪ Delfin Rueda
	▪ Paul Hilgers
	▪ Karen Frank

FLOW TRADERS | ANNUAL REPORT 2024 144

Other

information

2024

FLOW TRADERS | ANNUAL REPORT 2024 145

Investor Relations

Investor Relations (IR) focuses on optimizing the

communication and understanding between Flow

Traders and the investor community, its advisors and

the analyst community. By attending broker

conferences, organizing roadshows to institutional

investors after Half Year and Full Year results,

organizing investor conference calls, analyst days

and the Annual General Meeting, Flow Traders

further optimizes the information stream to the

market. Flow Traders has a corporate website

(www.flowtraders.com/investors) where, among

other information, its financial calendar, press

releases, presentations, reports and the dividend

policy can be found. IR is the first point of contact for

interested investors, shareholders and analysts.


Investor Relations contact information
Eric Pan	Head of Investor Relations
Telephone	+31 20 7996799
E-mail	investor.relations@flowtraders.com

Share information

Flow Traders Ltd. (formerly known as Flow Traders

N.V.) shares are listed on Euronext Amsterdam and

are included in the Amsterdam Midcap Index (AMX),

carrying a weight of 1.68 percent as of the end of

2024. Flow Traders shares are also included in several

other indices issued by leading index providers, such

as MSCI (MSCI Netherlands IMI 25/50 Price Return

USD Index), FTSE (FTSE Developed ex US All Cap Net

Tax Index) and Euronext (Euronext AEX All-Share

Index, AEX All-Tradable Index, Euronext 150 Index,

AEX Financials Index).

Introduction and key figures


Key share information
ISIN*	NL0011279492
Bloomberg ticker:	FLOW NA
Reuters ticker:	FLOW.AS
Number of shares outstanding	45,671,645
Number of shares in treasury	2,602,889
Free float	72%
Market cap at year end (€)	€928,562,379

Source: Euronext as per 31 December 2024

* ISIN as of 16 January 2024: BMG3602E1084


Share price performance
Opening price 2 January 2024	€18.00
Annual highest price (closing)	€22.45
Annual lowest price (closing)	€15.03
Closing price 31 December 2024	€21.56

Source: Euronext

Financial calendar


Financial calendar
Q1 Trading Update	24/04/2025
Annual General Meeting	13/06/2025

FLOW TRADERS | ANNUAL REPORT 2024 146

About sustainability information

Environment metrics

Remarks on GHG emissions data metrics

For scope 1 and scope 2 emissions, Flow Traders

applies the operational control approach for the

consolidation of its CO2e emissions footprint. This

means that Flow Traders accounts for all emissions

from the operations over which it has control. The

operations, i.e. office locations, as presented on the

right have therefore been included in this CO2e

emissions footprint calculation.


Office	Country	Region
Amsterdam	Netherlands	EMEA
London	United Kingdom	EMEA
Paris	France	EMEA
Milan	Italy	EMEA
Cluj	Romania	EMEA
Hong Kong	China	APAC
Shanghai	China	APAC
Singapore	Singapore	APAC
New York	Americas	Americas
Chicago	Americas	Americas

In addition to the office locations, the use of server

space from data centers is particularly relevant to

Flow Traders’ business activities. These have been

included in the scope 3 CO2e emissions footprint

calculation. Due to the confidentiality of the

information, the locations of the data centers will not

be disclosed.

Data quality

The calculated CO2e footprint of GHG emissions

emitted, through Flow Traders’ own business

activities and those through its value chain, contains

several factors of uncertainties, primarily due to

limitations in the availability of actual emissions data.

Flow Traders obtains third party data from service

providers for its scope 1, 2 and 3 results. By default, we

request actual CO₂e data from our landlords and

utility providers (for scope 1 and 2) and from our value

chain (for scope 3). However, at this stage, most are

unable to provide actual CO₂e data. As a result, we

rely on primary or secondary estimation methods

based on factors such as energy consumption (kWh),

distance traveled (km), and expenditure to calculate

our footprint. We consider that actual emissions data

will come over time as our suppliers may be subject

to CSRD reporting or due the increased request from

their value chain.

The table on next the page provides an overview of

the calculation methods, uncertainties and data

limitations for each emission category included in

the calculation.

Miscellaneous

Facilitated emissions

The Facilitated Emissions Standard aims to increase

transparency across this category of financial

transactions. The standard covers the primary

issuance of capital markets instruments and loan

syndication. A primary issuance refers to new

securities to provide debt-based or equity-based

financing, including new issuance of various types of

bonds issued for general purposes, common stock,

equity and debt investments in private companies,

preferred shares, and syndicated loans.

We have reviewed the Partnership for Carbon

Accounting Financials (PCAF) framework and

concluded that facilitated emissions are not

applicable to Flow Traders, whereas Flow Traders

operates in the secondary markets and does not

involve with primary issuance of capital or financial

instruments.

Social impact assessment

From review of Reporting Framework methodology

outlined by the United Nations Guiding Principles

(UNGP) on Business and Human Rights, Flow Traders

has identified risks related to social, human rights.

These is focused exclusively on our own operations.

While Flow Traders has policies in place to promote

ethical practices, human rights-related issues may

still arise. Most risks are considered low, reflecting our

values and inclusive workplace culture. However,

some areas, particularly those involving cultural or

individual differences, such as freedom of expression

and rest, carry a potential medium to high impact if

not carefully managed. Flow Traders plans to adopt

targeted initiatives, like fostering mental health and

encourage open communication in order to further

mitigate these risks.

FLOW TRADERS | ANNUAL REPORT 2024 147


GHG Protocol emissions category	Calculation method	Estimations, assumptions and data limitations	Reporting scope
Scope 1: Heating (natural gas)	Calculation based on secondary data method, by: ▪ Actual natural gas consumption (in kWh) from meter reading ▪ Multiplied by the emission factor of natural gas to CO 2e	Meter reading data is derived from energy supplier invoices. Since invoicing occurs throughout the month rather than on the first day, we use a prorated proxy to calculate emissions for the reporting period from 1 January, 2024, to 31 December, 2024. Additionally, due to the absence of invoices for two months, we estimate based on 366 days over the year. We use the UK government Department of Environment, Fuels and Rural Affairs (DEFRA) conversion factors to convert natural gas usage into CO2.	Worldwide
Scope 1: Company car	Calculation based on primary data method, by: ▪ Distance driven in KM ▪ Multiplied by average emission factor of petrol medium size car (unknown)	The distance driven is determined using meter reading data from the fleet manager's application. Since readings are taken intermittently throughout the reporting year, we use the most recent readings available closest to the reporting period - early December 2023 and mid-January 2025 - to calculate the total distance driven during the period. We estimate the total KM driven based on 366 days over the year. We use DEFRA conversion factors to convert the total KM driven in the car into CO2.	Worldwide
Scope 2: Electricity (location-based)	Calculation based on primary data method, by: ▪ Amsterdam, New York, Singapore, Hong Kong, London, Cluj, Shanghai office: actual electricity consumption from meter reading (in kWh) as provided by the electricity supplier/landlord on the invoices, multiplied by country specific emission factor of the electricity grid ▪ Paris and Milan offices: estimation based on floor size in m2 multiplied by average emissions per m2	Meter reading data is derived from energy supplier invoices. Since invoicing occurs throughout the month rather than on the first day, we use a prorated proxy to calculate emissions for the reporting period from 1 January, 2024, to 31 December, 2024. Additionally, due to the absence of invoices for Cluj five-months, London three months, Chicago one month and New York three to five months, we estimate the annual total based on 366 days over the year. We use DEFRA conversion factors to convert natural gas usage into CO2.	Worldwide
Scope 2: Electricity (market-based)	Calculation based on primary data method, by: ▪ Total scope 2 Electricity Location-based ▪ The total location-based emissions from all reported offices minus the total location based emissions from Amsterdam and London as these 2 locations' electricity are from renewable energy sources ▪ Milan, Paris and Shanghai is calculated using average square meters for each office	For the share of renewable electricity, we rely on renewable energy certificates provided by our office landlords. As of year end 2024, the electricity consumption for our offices in Amsterdam and London is sourced from renewable energy. No actual CO2 data is available for any office location, as such location- based data is used for the calculation to market based emissions). Green certificates for buildings that don’t cover the reporting period cannot be relied upon in full for 2024 from an audit perspective. Due to the timing difference between the issuance of the annual report and receipt of the 2024 updated green certificates result in certain buildings having to be considered gray as oppose to green. For offices in Paris, Milan and Shanghai we use the square meter for each office and assume an average kWh per square meter. This is then converted into CO2e using DEFRA conversion factors.	Worldwide (however only in Amsterdam, London renewable electricity is used)
Scope 3: Cat. 7 – Employee commuting	Calculation based on primary data method, by: ▪ Commuting by various modes ▪ CO 2 emissions per travel as provided by NS Business Card railway agent	Our data calculation includes all Amsterdam office employees commuting registered by public transport using the NS business card. However, employee commuting outside these channels - car, bike, walk - is not included in the calculations. Flow Traders calculates the conversion using a weighted average conversion factor from UK Government GHG Conversion Factors for Company Reporting.	Amsterdam
Scope 3: Cat. 15 - Investments	Relevant. No data available from investee’s. The majority of material strategic investments are in the form of equity and warrant investments in digital asset companies, from whom no data is available on environmental footprint.	No data is available from the investee companies, and there is no comparable companies, with similar business activities, CO₂ footprint average to support a reasonable estimate of scope 3 emissions. Flow Traders will work with relevant investees to obtain this data in the future. However for now, we are unable to calculate the emissions.	Worldwide

FLOW TRADERS | ANNUAL REPORT 2024 148


GHG Protocol emissions category	Calculation method	Estimations, assumptions and data limitations	Reporting scope
Scope 3: Cat. 1 – Purchased services from data center server space	Calculation based on secondary data method, by: ▪ Total server space capacity purchased (from contract agreement / invoice) in kVa (kilo volt ampere) (APAC and US) ▪ Server capacity for actual power draw (EMEA only).Note that one EMEA data center relies on contracted power usage. ▪ Converted kVa to full year kWh ▪ Total server space capacity purchased (from contract agreement / invoice) in kW (kilo Watt) full year ▪ The percentage of electricity consumption from renewable and non-renewable sources are as provided by the data center supplier ▪ Multiplied by country specific emission factor of the electricity grid	We rely on confirmation from our data center service providers to determine the share of renewable electricity used. As of year-end 2024, the data center services providers were not able to provide the Green energy certificates for the reporting year due to timing, hence we used the most recent available certificates (2023) and requested a confirmation for 2024. Due to confidentiality, we do not disclose the exact number or locations of these data centers. Currently, no actual CO₂ emissions data is available from any data center service provider. Instead, we base our calculation on (1) contracted space capacity (2) For EMEA DCs we obtain actual power draw from the DCs into our internal reporting dashboard. There is one data center that is not included in the reporting dashboard where contracted power is used. Power usage is converted into CO₂ greenhouse gas emissions factors from Carbon Footprint ltd.	Worldwide
Scope 3: Cat. 1 – Purchased goods from hardware	Calculation based on primary data method, by: ▪ Spend-based method for scope 3 calculation ▪ Total hardware related spend includes servers, storage hardware, networking peripherals, switches, laptops, screens, data communication, computers, racks and other hardware ▪ Multiplied by supply chain industry (NAICS) specific emission factors	Since we use a spend-based calculation, local pricing differences may lead to variations in the emissions calculated for the same product. Additionally, we rely on industry-specific emissions factors for the supply chain, which are sourced from public data and based on historical figures from previous years. There is data limitations at regional offices for all scope 3 categories. We use NAICS conversion factors to convert spend amounts into CO₂.	EMEA excluding London and Cluj, APAC and U.S.
Scope 3: Cat. 5 - Waste generated in operations	Calculation based on primary data method, by: ▪ Waste amount in KG and waste treatment method (recycling, anaerobic digestion, landfill) as provided by the waste treatment handler ▪ Total organic waste, general waste, plastics, drinks packaging and light metals (PDM), and paper and cardboard ▪ Multiplied by average emission factors per disposal method	We rely on average emissions factors per disposal method, which are sourced from public data and based on historical figures from previous years. We use the UK government Department of Environment, Fuels and Rural Affairs (DEFRA) conversion factors to convert waste into CO2.	Amsterdam
Scope 3: Cat. 6 – Business travel	Calculation based on primary data method, by: ▪ Itinerary of travel by air or railway ▪ CO 2 emissions per travel as provided by the travel service agency	Our data calculation includes all business travel booked through our designated travel agents in EMEA, APAC, and the Americas. However, business travel arranged outside these channels - such as trips booked individually by employees and reimbursed through expenses - is not included in the calculations.	Worldwide

FLOW TRADERS | ANNUAL REPORT 2024 149

Independent auditor’s report

To: the shareholders and the board of Flow Traders Ltd.

Report on the audit of the financial statements 2024

included in the Annual Report

Our opinion

We have audited the accompanying financial statements 2024 of Flow Traders

Ltd. (hereinafter also referred to as: the company or Flow Traders), registered in

Bermuda. The financial statements comprise the consolidated and parent

company financial statements.

In our opinion:

▪ The consolidated financial statements give a true and fair view of the financial

position of Flow Traders Ltd. as at 31 December 2024 and of its result and its

cash flows for 2024 in accordance with IFRS Accounting Standards as adopted

in the European Union (IFRS Accounting Standards) and with Part 9 of Book 2

of the Dutch Civil Code

▪ The parent company financial statements give a true and fair view of the

financial position of Flow Traders Ltd. as at 31 December 2024 and of its result

for 2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code

The consolidated financial statements comprise:

▪ The Consolidated statement of financial position as at 31 December 2024

▪ The following statements for the year ended 31 December 2024: the

Consolidated statements of profit or loss and other comprehensive income,

changes in equity and cash flows

▪ The notes comprising material accounting policy information and other

explanatory information

The parent company financial statements comprise:

▪ The parent company balance sheet as at 31 December 2024

▪ The parent company income statement for the year ended 31 December 2024

▪ The notes comprising a summary of the accounting policies and other

explanatory information

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch

Standards on Auditing and in accordance with the International Standards on

Auditing (ISAs). Our responsibilities under those standards are further described in

the Our responsibilities for the audit of the financial statements section of our

report.

We are independent of Flow Traders in accordance with the Wet toezicht

accountantsorganisaties (Wta, Audit firms supervision act), the Verordening

inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code

of Ethics for Professional Accountants, a regulation with respect to independence)

and other relevant independence regulations in the Netherlands. Furthermore we

have complied with the Verordening gedrags- en beroepsregels accountants

(VGBA, Dutch Code of Ethics for professional accountants). The ViO and VGBA are

at least as demanding as the International code of ethics for professional

accountants (including International independence standards) of the

International Ethics Standards Board for Accountants (the IESBA Code) related to

audits of public interest entities.

We believe the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial

statements as a whole and in forming our opinion thereon. The following

information in support of our opinion and any findings were addressed in this

context, and we do not provide a separate opinion or conclusion on these matters.

Our understanding of the business

Flow Traders is a global financial technology-enabled multi-asset class liquidity

provider with its core business in Exchange Traded Products, which includes fixed

income, currencies, digital assets and commodities. Flow Traders is structured in

components and we tailored our group audit approach accordingly. In our audit,

we paid specific attention to a number of areas driven by the nature of the group

and our risk assessment.

FLOW TRADERS | ANNUAL REPORT 2024 150

We determined materiality and identified and assessed the risks of material

misstatement of the financial statements, whether due to fraud or error in order to

design audit procedures responsive to those risks and to obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion.

Materiality


Materiality	€9.8 million (2023: €2.2 million)
Benchmark applied	5% of profit before tax (rounded)
Explanation	Based on our professional judgment and our perception of the financial information needs of the users of the financial statements, a benchmark of 5% of profit before tax is an appropriate quantitative indicator of materiality as profit before tax best reflects the financial performance of Flow Traders. We determined materiality consistently with the previous financial year, as a result our materiality reflects the increase in profit before tax as compared to previous financial year.

We have also taken into account misstatements and/or possible misstatements

that in our opinion are material for the users of the financial statements for

qualitative reasons.

We agreed with the audit committee of the board (hereinafter: the audit

committee) that misstatements in excess of €0.5 million, which are identified

during the audit, would be reported to them, as well as smaller misstatements

that in our view must be reported on qualitative grounds.

Scope of the group audit

Flow Traders is at the head of a group of entities. The financial information of this

group is included in the financial statements.

We are responsible for planning and performing the group audit to obtain

sufficient appropriate audit evidence regarding the financial information of the

entities or business units within the group as a basis for forming an opinion on the

financial statements. We are also responsible for the direction, supervision, review

and evaluation of the audit work performed for purposes of the group audit. We

bear the full responsibility for the auditor’s report.

Based on our understanding of the group and its environment, the applicable

financial framework and the group’s system of internal control, we identified and

assessed risks of material misstatement of the financial statements and the

significant accounts and disclosures. Based on this risk assessment, we

determined the nature, timing and extent of audit work performed, including the

entities or business units within the group (components) at which to perform

audit work. For this determination we considered the nature of the relevant

events and conditions underlying the identified risks of material misstatements

for the financial statements, the association of these risks to components and the

materiality or financial size of the components relative to the group. We

communicated the audit work to be performed and identified risks through

instructions for component auditors as well as requesting component auditors to

communicate matters related to the financial information of the component that

is relevant to identifying and assessing risks.

We have:

▪ Performed audit work ourselves at group entities (components): Flow Traders

Ltd., Flow Traders B.V., INIT Capital B.V., Flow Traders Holding LLC, Flow Traders

US Holding LLC and Flow Traders Investments Limited.

▪ Performed audit procedures ourselves in respect of areas such as investments,

fair value adjustments of trading positions, variable personnel expenses,

impairment of equity-accounted investees, taxes and transfer pricing and net

trading positions.

▪ Used the work of another (non-EY) auditor working under our supervision for

auditing the group entities: Flow Traders U.S. LLC and Flow Traders

Institutional Trading LLC (the Flow Traders US operating entities). Moreover, we

are also directly involved in parts of the audit work by auditing certain accounts

centrally for Flow Trader U.S. LLC and communicating regularly with the

component’s management.

▪ Used the audit work of a component auditor from an EY Global member firm

working under our supervision for the following entities: Flow Traders Asia Pte.

Ltd., Flow Traders Hong Kong Services Limited, and Flow Traders Hong Kong

Limited (the Flow Traders Singapore and Hong Kong entities).

This resulted in a coverage of 92% of profit before tax, 99% of total income and 95%

of total assets.

FLOW TRADERS | ANNUAL REPORT 2024 151

For other components, we performed analytical procedures to corroborate that

our risk assessment and scoping remained appropriate throughout the audit.

We held meetings with local management and component teams and visited the

component team for Flow Traders Hong Kong entities, observed the component

operations, discussed the group risk assessment and the risks of material

misstatements for the Flow Traders Singapore, Hong Kong and US operating

entities. We reviewed and evaluated the adequacy of the deliverables from

component auditors and reviewed key working papers for these components to

address the risks of material misstatement. We held planning meetings, key

meetings required based on circumstances and we attended closing meetings

with component teams for the above-mentioned components. During these

meetings and calls, amongst others, the planning, procedures performed based

on risk assessments, findings and observations were discussed and any further

work deemed necessary by the primary or component team was then performed.

By performing the audit work mentioned above at the entities or business units

within the group, together with additional work at group level, we have been able

to obtain sufficient and appropriate audit evidence about the group’s financial

information to provide an opinion on the financial statements.

Teaming and use of specialists

We ensured that the audit teams both at group and at component levels included

the appropriate skills and competences which are needed for the audit of a listed

client in the business of providing liquidity to financial markets. We included

specialists in the areas of IT audit, forensics, derivatives and investments valuation,

tax and transfer pricing, and have made use of our own experts in the area of

auditing digital assets and certain disclosures that include capital requirements.

Our focus on climate-related risks

Climate change and the energy transition are high on the public agenda and lead

to significant change for many businesses and society.

The board summarized Flow Traders’ ESG (environmental, social and governance)

focus areas and reported in the section Sustainability information of the board

report how the company is addressing climate-related and environmental risks

also taking into account related regulatory and supervisory guidance and

recommendations.

As part of our audit of the financial statements, we evaluated the extent to which

climate-related risks and Flow Traders’ commitments and (constructive)

obligations, are taken into account in estimates and significant assumptions as

well as in the design of relevant internal control measures. Furthermore, we read

the board report and considered whether there is any material inconsistency

between the non-financial information in the annual report and the financial

statements.

Based on the audit procedures performed, we do not deem climate-related risks

to have a material impact on the financial reporting judgments, estimates or

significant assumptions as at 31 December 2024.

Our focus on fraud and non-compliance with laws and regulations

Our responsibility

Although we are not responsible for preventing fraud or non-compliance and we

cannot be expected to detect non-compliance with all laws and regulations, it is

our responsibility to obtain reasonable assurance that the financial statements,

taken as a whole, are free from material misstatement, whether caused by fraud

or error. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

Our audit response related to fraud risks

We identified and assessed the risks of material misstatements of the financial

statements due to fraud. During our audit we obtained an understanding of the

company and its environment and the components of the system of internal

control, including the risk assessment process and the board’s process for

responding to the risks of fraud and monitoring the system of internal control and

how the Risk Committee exercises oversight, as well as the outcomes. We refer to

Section Our risk management of the board report for the board’s (fraud) risk

assessment.

We evaluated the design and relevant aspects of the system of internal control

and in particular the fraud risk assessment, as well as the code of conduct, the

global whistleblower policy and incident registration. We evaluated the design

and the implementation of internal controls designed to mitigate fraud risks. As

part of our process of identifying fraud risks, we evaluated fraud risk factors with

respect to financial reporting fraud, misappropriation of assets and bribery and

corruption in close co-operation with our forensic specialists. We evaluated

FLOW TRADERS | ANNUAL REPORT 2024 152

whether these factors indicate that a risk of material misstatement due to fraud is

present.

We incorporated elements of unpredictability in our audit. We also considered the

outcome of our other audit procedures and evaluated whether any findings were

indicative of fraud or non-compliance.

We addressed the risks related to management override of controls, as this risk is

present in all organizations. For these risks we have performed procedures among

other things to evaluate key accounting estimates for management bias that may

represent a risk of material misstatement due to fraud, in particular relating to

important judgment areas and significant accounting estimates as disclosed in

Note 3 (d) to the consolidated financial statements. We have also used data

analytics to identify and address high-risk journal entries and evaluated the

business rationale (or the lack thereof) of significant extraordinary transactions.

We evaluated that there are risks of fraud in the gross trading income recognized

on financial assets and liabilities held for trading, as management may override

controls around fair value measurement. We describe the audit procedures

responsive to this risk in our key audit matter “Fair value measurement of financial

assets and liabilities held for trading”.

Furthermore, we identified a risk related to the private keys of digital asset wallets

being misappropriated or compromised. We describe the audit procedures

responsive to this risk in our key audit matter “Existence, rights and obligations

and valuation of digital assets”.

We considered available information and made enquiries of relevant executives,

directors, internal audit, legal, compliance, human resources, risk management

and regional directors and the audit committee.

The fraud risks we identified, enquiries and other available information did not

lead to specific indications for fraud or suspected fraud potentially materially

impacting the view of the financial statements.

Our audit response related to risks of non-compliance with laws

and regulations

Flow Traders is subject to many laws and regulations from market regulators and

for its trading activities on exchanges worldwide where the consequences of non-

compliance could have a material effect on amounts or disclosures in the financial

statements, for instance through the imposition of fines or instructions. We refer

to section “Our risk management” section of the annual report for the compliance

and ethical risk identified by the board and Note 33 “Provisions and contingencies”

to the financial statements.

We performed appropriate audit procedures regarding compliance with the

provisions of those laws and regulations that have a direct effect on the

determination of material amounts and disclosures in the financial statements.

Furthermore, we assessed factors related to the risks of non-compliance with laws

and regulations that could reasonably be expected to have a material effect on

the financial statements from our general industry experience, through

discussions with the board and the audit committee, reading minutes, inspection

of internal audit and compliance reports, and performing substantive tests of

details of classes of transactions, account balances or disclosures.

We inspected lawyers’ letters and correspondence with regulatory authorities and

remained alert to any indication of (suspected) non-compliance throughout the

audit. Finally, we obtained written representations that all known instances of

non-compliance with applicable laws and regulations have been disclosed to us.

Our audit response related to going concern

As disclosed in Note 3 “Basis of preparation” section b) “Going concern basis of

accounting” to the consolidated financial statements, the financial statements

have been prepared on a going concern basis. When preparing the financial

statements, the board made a specific assessment of the company’s ability to

continue as a going concern and to continue its operations for the foreseeable

future.

We discussed and evaluated the specific assessment with the board, exercising

professional judgment and maintaining professional skepticism. We considered

whether the board’s going concern assessment, based on our knowledge and

understanding obtained through our audit of the financial statements or

otherwise, contains all relevant events or conditions that may cast significant

doubt on the company’s ability to continue as a going concern. If we conclude

that a material uncertainty exists, we are required to draw attention in our

auditor’s report to the related disclosures in the financial statements or, if such

disclosures are inadequate, to modify our opinion.

Based on our procedures performed, we did not identify material uncertainties

about going concern. Our conclusions are based on the audit evidence obtained

FLOW TRADERS | ANNUAL REPORT 2024 153

up to the date of our auditor’s report. However, future events or conditions may

cause a company to cease to continue as a going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of

most significance in our audit of the financial statements. We have

communicated the key audit matters to the audit committee. The key audit

matters are not a comprehensive reflection of all matters discussed.

In comparison with previous year, the nature of our key audit matters did not

change.


Fair value measurement of financial assets and liabilities held for trading
Risk	At 31 December 2024 the financial assets held for trading (long positions in equity, debt securities-trading and mark to market derivatives asset) amounted to €6.1 billion (2023: €5.6 billion) and the financial liabilities held for trading (short positions in equity, debt securities-trading and mark to market derivatives liabilities) amounted to €4.2 billion (2023: €3.2 billion), as disclosed in Note 17 and Note 26 to the consolidated financial statements, respectively. Flow Traders’ fair value measurement of financial assets and liabilities held for trading is based on internally determined theoretical prices as disclosed in Note 8 to the consolidated financial statements. These prices can differ from closing prices at various stock exchanges or prices from clearers, due to market illiquidity, variety in opening hours of the stock exchanges and the prices used for identical or near-identical positions. The fair values recorded require judgment which represents a risk of improper adjustments directly impacting the gross trading income. Therefore, we considered the valuation of financial assets and liabilities held for trading a key audit matter.


Our audit approach	Our audit procedures included, amongst others, assessing the appropriateness of Flow Traders’ accounting policies related to valuation of financial assets and liabilities according to IFRS 9 “Financial Instruments”, IFRS 13 “Fair Value Measurement”. In addition, we obtained an understanding of the valuation process, including verifications done by the company. We evaluated the design and implementation of internal controls relevant to fair value measurement. Furthermore, we performed the following procedures: ▪ Risk-based sample testing on the valuation of individual positions by evaluating the internally determined theoretical prices against market prices from independent sources ▪ Independent verification of year end positions with third parties (clearers, banks, exchanges) to verify the positions in financial assets/liability held for trading as at 31 December 2024 ▪ Subsequent cash receipt testing in January 2025 for transactions recorded directly after 31 December 2024 to evaluate the valuation of financial assets and liabilities held for trading ▪ Cut-off procedures to ensure that transactions are recorded in a correct period Furthermore, we evaluated the presentation and disclosure in the financial statements for compliance and consistency with IFRS 7 “Financial Instruments: Disclosure” and IFRS 13 “Fair Value Measurement” on disclosure requirements for financial assets and liabilities held for trading, including the fair value hierarchy.
Key observations	Based on our procedures performed, we consider the fair value of the financial assets and liabilities held for trading to be reasonable as at 31 December 2024.

FLOW TRADERS | ANNUAL REPORT 2024 154


Existence, rights and obligations and valuation of digital assets
Risk	At 31 December 2024, the other assets held for trading including digital assets traded on centralized and decentralized exchanges amounted to €625.0 million (2023: €213.9 million) as disclosed in Note 19 to the consolidated financial statements. Digital assets are exchangeable directly between two parties through decentralized networks that record transaction and position data, which is publicly observable on the blockchain. These are digital assets kept in private wallets, which are each safeguarded by a private key. As these private keys grant access to the digital assets, the safeguarding of these keys are of high importance and there is a risk related to compromised private keys or misappropriation of the digital assets. Contradictory to digital assets kept in private wallets, direct trades on centralized exchanges and related positions in digital assets cannot be observed on the blockchain, as the digital assets on these centralized exchanges are stored in commingled wallets. Ownership is established based on legal terms. Digital assets prices are based on the market data from the various exchanges where prices vary per exchange. The exchanges are unregulated and due to the lack of transparency of transactions and positions there is an increased risk to existence, rights and obligations and valuation of indicated positions. Reference is made to the information on digital assets in Note 8 and Note 36 to the consolidated financial statements. Due to the risks involved for both digital assets kept in private wallets and in commingled wallets, judgements required to establish prices and verification of the quantity of digital assets owned by the company, we considered existence, rights and obligations and valuation of digital assets a key audit matter.
Our audit approach	Our audit procedures included, amongst others, assessing the appropriateness of Flow Traders’ accounting policies related to the classification and measurement of the digital assets under IFRS Accounting Standards, including IAS 2 “Inventories” and IFRS 13 “Fair value Measurement” and current market practice.


Our audit approach	We evaluated the design and implementation of controls related to digital assets, including reviews performed by the Risk and Operations and the Compliance departments in onboarding exchanges as well as trading in certain digital assets, involving our own experts in the area of auditing digital assets. Furthermore, we evaluated the design and implementation of the daily trades reconciliation controls and procedures for deposits and withdrawals with cryptocurrency exchanges. We also evaluated the design and implementation of controls around the safeguarding of the private keys. For digital assets in private wallets, we tested Flow Traders’ reconciliation of digital asset ending balances from its books to the blockchain and investigated any unusual and other reconciling items as at 31 December 2024. We further verified that Flow Traders has access to its wallets, and therefore its digital assets, before and after the reporting date. For digital assets held on centralized exchanges, we observed the positions at the majority of the exchanges at year-end to verify the existence and rights and obligation thereof. We evaluated the valuation methodology and consistency of its application by the Company. We further tested the valuation of individual positions by comparing the internally determined prices to independent sources as at 31 December 2024.
Key observations	Based on the procedures performed, we did not identify any material audit findings in relation to the rights and obligations, existence and valuation of digital assets as at 31 December 2024.

FLOW TRADERS | ANNUAL REPORT 2024 155


Valuation of (long-term) investments accounted for at fair value
Risk	Long-term investments include investments measured at fair value through Other Comprehensive Income and through Profit or Loss. Flow Traders invests in private companies across all geographies, with an emphasis on three key themes: platform, data, and connectivity. These investments include warrants, tokens and equity stakes in the companies of which most are in the start-up and scale-up phase. At 31 December 2024, the investments measured at fair value through Other Comprehensive Income and Profit or Loss totaled to €57.8 million (2023: €26.6 million), as disclosed in Note 21 and Note 22 to the consolidated financial statements, respectively. As described in Note 8 to the consolidated financial statements, management estimates the fair value of (long-term) investments measured at fair value, by applying reference to their quoted closing bid price at the reporting date or, if unquoted, determined using a valuation technique using market observable and unobservable inputs and assumptions. Management judgment is required for these assumptions, which includes performance adjustments and discounts for liquidity. Determining the fair value of investments using unobservable inputs and assumptions is a complex process and requires judgment from the board as these investments exhibit higher estimation uncertainty. Due to the matters described, we considered the valuation of investments accounted for at fair value a key audit matter.
Our audit approach	With involvement of our specialists, we obtained an understanding and evaluated the design and implementation of controls over the estimation of the valuation of the (long-term) investments and the appropriateness of the valuation methodologies applied, including the review of Flow Traders policies in line with The International Private Equity and Venture Capital Valuation (IPEV) Guidelines and IFRS 13 “Fair Value Measurement”.


Our audit approach	We evaluated the reasonableness of inputs used in the valuation models and assumptions made by the board as part of their valuation process, by performing validation procedures using external data where relevant and underlying source documentation. For a sample of investment valuations, we obtained the valuation models and compared objective inputs used in the models to agreements or underlying source documents as provided by the company. Furthermore, we tested the mathematical accuracy of the valuation models. In addition, we evaluated subsequent events and transactions and considered whether they corroborated or contradicted the year-end estimates. Finally, we evaluated the completeness and accuracy of the disclosures related to the fair value measurement of these investments in conformity with IFRS Accounting Standards.
Key observations	Based on our procedures performed we consider the valuation of investments accounted for at fair value as at 31 December 2024 to be reasonable.

FLOW TRADERS | ANNUAL REPORT 2024 156


Reliability and continuity of the IT environment
Risk	Flow Traders’ activities and financial reporting are highly dependent on the reliability and continuity of the IT environment. Flow Traders has a complex IT landscape, with a part of the IT services outsourced to service organisations. Effective general IT controls with respect to change management, logical access, infrastructure and operations, support the reliability and continuity of the IT systems as well as the operating effectiveness of the automated business controls. Flow Traders as an internationally operating group, is inherently subject to higher risks of cybersecurity attacks. We refer to the risk category “Technology risk” as discussed in the Our risk management section of the annual report. In our audit of the financial statements, we identified the risk that the general IT control measures may not always operate as intended. The dependency on the IT environment could lead to undetected material misstatements in financial reporting. Therefore, we considered the reliability and continuity of the IT environment a key audit matter.
Our audit approach	With the help of IT audit professionals, who are an integral part of the audit team, we assessed the reliability and continuity of the IT environment to the trading process and evaluated design and existence of general IT controls for the applications in the context of our audit of the financial statements. Our audit was not designed to express an opinion on the continuity and reliability of Flow Traders’ automated data processing (or parts thereof). As part of our audit of the financial statements, we assessed the impact of changes to the IT environment during the year for the IT applications in scope of the audit of the financial statements.


Our audit approach	Furthermore, we performed the following procedures: ▪ Evaluating the design of the IT general control processes and testing the operating effectiveness of IT general controls for the main IT processes being access management and change management. This was done for the IT applications in scope of our financial statements audit as well as for the underlying operating system including database management and tooling supporting access management and change management IT processes ▪ Designing and executing IT substantive procedures when IT general controls where lacking or not operating effectively. ▪ Reviewing relevant reports of vendors on the design and the operating effectiveness of controls when one or more of the main IT processes have been outsourced, including critical cloud computing outsourcing ▪ Testing application controls over the trading process and interfaces relevant to this process. Our audit was not aimed at making a statement about the cybersecurity procedures, controls and reporting of Flow Traders. However, we did obtain an understanding of the cybersecurity procedures, controls and reporting as performed by Flow Traders.
Key observations	Based on our IT general controls testing procedures and IT substantive procedures performed, we have obtained sufficient assurance about the reliability and continuity of the IT environment relevant in the context of our financial statements audit.

FLOW TRADERS | ANNUAL REPORT 2024 157

Report on other information included in the Annual Report

The annual report contains other information in addition to the financial statements

and our auditor’s report thereon.

Based on the following procedures performed, we conclude that the other

information:

▪ Is consistent with the financial statements and does not contain material

misstatements

▪ Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code

for the management report (excluding a sustainability statement) and the other

information as required by Part 9 of Book 2 of the Dutch Civil Code

We have read the other information. Based on our knowledge and understanding

obtained through our audit of the financial statements or otherwise, we have

considered whether the other information contains material misstatements. By

performing these procedures, we comply with the requirements of Part 9 of Book 2

of the Dutch Civil Code, the Dutch Standard 720 and ISA 720. The scope of the

procedures performed is substantially less than the scope of those performed in our

audit of the financial statements.

The board is responsible for the preparation of the other information, including the

management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and

other information required by Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Engagement

We were engaged by the supervisory board as auditor of Flow Traders N.V., as

predecessor of Flow Traders Ltd., on 19 May 2016, as of the audit for the year 2016 and

have operated as statutory auditor ever since that date.

European Single Electronic Reporting Format (ESEF)

Flow Traders Ltd. has prepared the annual report in ESEF. The requirements for this

are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory

technical standards on the specification of a single electronic reporting format

(hereinafter: the RTS on ESEF).

In our opinion the annual report prepared in the XHTML format, including the

(partially) marked-up consolidated financial statements as included in the reporting

package by the company, complies in all material respects with the RTS on ESEF.

The board is responsible for preparing the annual report, including the financial

statements, in accordance with the RTS on ESEF, whereby the board combines the

various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the

annual report in this reporting package complies with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch

Standard 3950N, ”Assurance-opdrachten inzake het voldoen aan de criteria voor het

opstellen van een digitaal verantwoordingsdocument” (assurance engagements

relating to compliance with criteria for digital reporting). Our examination included

amongst others:

▪ Obtaining an understanding of the company’s financial reporting process,

including the preparation of the reporting package

▪ Identifying and assessing the risks that the annual report does not comply in all

material respects with the RTS on ESEF and designing and performing further

assurance procedures responsive to those risks to provide a basis for our opinion,

including:

▪ Obtaining the reporting package and performing validations to determine

whether the reporting package containing the Inline XBRL instance document

and the XBRL extension taxonomy files, has been prepared in accordance with

the technical specifications as included in the RTS on ESEF

▪ Examining the information related to the consolidated financial statements in

the reporting package to determine whether all required mark-ups have been

applied and whether these are in accordance with the RTS on ESEF

FLOW TRADERS | ANNUAL REPORT 2024 158

Description of responsibilities regarding the financial statements

Responsibilities of the board for the financial statements

The board is responsible for the preparation and fair presentation of the financial

statements in accordance with IFRS Accounting Standards and Part 9 of Book 2 of

the Dutch Civil Code. Furthermore, the board is responsible for such internal control

as the board determines is necessary to enable the preparation of the financial

statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the board is responsible for

assessing the company’s ability to continue as a going concern. Based on the

financial reporting framework mentioned, the board should prepare the financial

statements using the going concern basis of accounting unless the board either

intends to liquidate the company or to cease operations or has no realistic

alternative but to do so. The board should disclose events and circumstances that

may cast significant doubt on the company’s ability to continue as a going concern

in the financial statements.

The audit committee undertakes preparatory work for the board’s decision-making

regarding the supervision of the integrity and quality of the company’s financial

reporting. Working within the board, the audit committee is charged in particular

with the supervision with respect to the provision of financial information by the

company.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows

us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance,

which means we may not detect all material misstatements, whether due to fraud

or error during our audit.

Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements. The

materiality affects the nature, timing and extent of our audit procedures and the

evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional

skepticism throughout the audit, in accordance with Dutch Standards on Auditing

and ISAs, ethical requirements and independence requirements. The Information in

support of our opinion section above includes an informative summary of our

responsibilities and the work performed as the basis for our opinion.

Our audit further included among others:

▪ Performing audit procedures responsive to the risks identified, and obtaining

audit evidence that is sufficient and appropriate to provide a basis for our opinion

▪ Obtaining an understanding of internal control relevant to the audit in order to

design audit procedures that are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the effectiveness of the company’s

internal control

▪ Evaluating the appropriateness of accounting policies used and the

reasonableness of accounting estimates and related disclosures made by the

board

▪ Evaluating the overall presentation, structure and content of the financial

statements, including the disclosures

▪ Evaluating whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation

Communication

We communicate with the audit committee regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any

significant findings in internal control that we identify during our audit.

We provide the audit committee with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with

them all relationships and other matters that may reasonably be thought to bear on

our independence, and where applicable, related safeguards.

FLOW TRADERS | ANNUAL REPORT 2024 159

From the matters communicated with the audit committee, we determine the key

audit matters: those matters that were of most significance in the audit of the

financial statements. We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare

circumstances, not communicating the matter is in the public interest.

Amsterdam, 13 March 2025

EY Accountants B.V.

Signed by A. Snaak

FLOW TRADERS | ANNUAL REPORT 2024 160

Provisions in the Bye-Laws governing

the appropriation of profit

The provisions in the Bye-Laws governing the

appropriation of profit read as follows:

Dividends and other payments

1. Dividends and Distributions. Subject to these Bye-

Laws, the Board may from time to time declare

dividends or distributions out of contributed

surplus to be paid to the Shareholders according

to their rights and interests, including such

interim dividends as appear to the Board to be

justified by the position of the Company. The

Board, in its discretion, may determine that any

dividend shall be paid in cash or shall be satisfied,

subject to Bye -Laws 5.2, 35.1 and 35.2, in paying

up in full shares in the Company to be issued to

the Shareholders credited as fully paid or partly

paid or partly in one way and partly the other. The

Board may also pay any fixed cash dividend which

is payable on any shares of the Company half

yearly or on such other dates, whenever the

position of the Company, in the opinion of the

Board, justifies such payment. In making any

determination regarding the declaration of a

dividend or distribution out of contributed

surplus, the Board must, in addition to any other

obligations or duties under the Companies Acts

or these Bye-Laws, consider the Stakeholder

Interests.

2. Implementation. Except insofar as the rights

attaching to, or the terms of issue of, any share

otherwise provide: (a) all dividends or

distributions out of contributed surplus may be

declared and paid according to the amounts paid

up on the shares in respect of which the dividend

or distribution is paid, and an amount paid up on

a share in advance of calls may be treated for the

purpose of this Bye-Law as paid-up on the share;

(b) dividends or distributions out of contributed

surplus may be apportioned and paid pro rata

according to the amounts paid-up on the shares

during any portion or portions of the period in

respect of which the dividend or distribution is

paid.

3. Deductions. The Board may deduct from any

dividend, distribution or other monies payable to

a Shareholder by the Company on or in respect of

any shares all sums of money (if any) presently

payable by him to the Company on account of

calls or otherwise in respect of shares of the

Company.

4. No Interest. No dividend, distribution or other

monies payable by the Company on or in respect

of any share shall bear interest against the

Company.

5. Method of Payment. (a) Subject to Bye-Law

33.5(b), any dividend, distribution or interest, or

part thereof payable in cash, or any other sum

payable in cash to the holder of shares may be

paid by cheque or warrant sent through the post

or by courier addressed to the holder at their

address in the Register or, in the case of joint

holders, addressed to the holder whose name

stands first in the Register in respect of the shares

at their registered address as appearing in the

address as the holder or joint holders may in

writing direct. Every such cheque or warrant shall,

unless the holder or joint holders otherwise direct,

be made payable to the order of the holder or, in

the case of joint holders, to the order of the holder

whose name stands first in the Register in respect

of such shares, and shall be sent at their or their

risk and payment of the cheque or warrant by the

bank on which it is drawn shall constitute a good

discharge to the Company. Any one of two (2) or

more joint holders may give effectual receipts for

any dividends, distributions or other monies

payable or property distributable in respect of the

shares held by such joint holders. (b) All dividends,

distributions or interests in respect of shares held

by a securities depository, including Euroclear

Nederland, shall be paid by placing those

dividends, distributions or interest at the disposal

of such securities depository, subject to and in

compliance with the regulations of such

securities depository.

6. Unclaimed Amounts. Any dividend or distribution

out of contributed surplus unclaimed for a period

of five (5) years from the date of declaration of

such dividend or distribution shall be forfeited

and shall revert to the Company and the payment

by the Board of any unclaimed dividend,

distribution, interest or other sum payable on or

in respect of the share into a separate account

shall not constitute the Company a trustee in

respect thereof.

FLOW TRADERS | ANNUAL REPORT 2024 161

7. In-Kind Satisfaction. The Board may also, in

addition to its other powers, direct payment or

satisfaction of any dividend or distribution out of

contributed surplus wholly or in part by the

distribution of specific assets, and in particular of

paid-up shares or debentures of any other

company, and where any difficulty arises in

regard to such distribution or dividend, the Board

may settle it as it thinks expedient, and in

particular, may authorize any person to sell and

transfer any fractions or may ignore fractions

altogether, and may fix the value for distribution

or dividend purposes of any such specific assets

and may determine that cash payments shall be

made to any Shareholders upon the footing of the

values so fixed in order to secure equality of

distribution and may vest any such specific assets

in trustees as may seem expedient to the Board,

provided that such dividend or distribution may

not be satisfied by the distribution of any partly

paid shares or debentures of any company

without the sanction of a Resolution.

Reserves

8. Reserves. The Board may before declaring any

dividend or distribution out of contributed

surplus, set aside such sums as it thinks proper as

reserves which shall, at the discretion of the

Board, be applicable for any purpose of the

Company and pending such application may, also

at such discretion, either be employed in the

business of the Company or be invested in such

investments as the Board may from time to time

think fit. The Board may also without placing the

same to reserve carry forward any sums which it

may think it prudent not to distribute.

Capitalization of profits

9. Capitalization. The Board may from time to time

resolve to capitalize all or any part of any amount

for the time being standing to the credit of any

reserve or fund which is available for distribution

or to the credit of any share premium account

and accordingly that such amount be set free for

distribution amongst the shareholders or any

class of shareholders who would be entitled

thereto if distributed by way of dividend and in

the same proportions, on the footing that the

same be not paid in cash but be applied either in

or towards paying up amounts for the time being

unpaid on any shares in the Company held by

such Shareholders respectively or in payment up

in full of unissued shares, debentures or other

obligations of the Company, to be allotted and

distributed credited as fully paid amongst such

Shareholders, or partly in one way and partly in

the other, provided that for the purpose of this

Bye-Law, a share premium account may be

applied only in paying up of unissued shares to be

issued to such Shareholders credited as fully paid.

FLOW TRADERS | ANNUAL REPORT 2024 162

Glossary


AGM	Annual General Meeting of shareholders
AFM	The Dutch Authority for the Financial Markets
AML	Anti-Money Laundering
AMX	Amsterdam Midcap Index
AP	Authorized Participant
APAC	Asia Pacific
APM	Alternative Performance Metrics
APT	Dutch Association of Proprietary Traders
AuM	Asset Under Management
AuM CAGR	Asset Under Management Compound Annual Growth Rate
CapEx	Capital expenditure
CCA	Climate Change Adaptation
CCM	Climate Change Mitigation
CEO	Chief Executive Officer
CFO	Chief Finance Officer
CID	Counterparty Identification Procedures
CRD IV	EU Capital Requirements Directive (2013/36/EU)
CRR	EU Capital Requirements Regulation (575/2013)
CSDD	Corporate Sustainability Due Diligence Directive
CSDR	Corporate Sustainability Reporting Directive
CTO	Chief Technology Officer
CTrO	Chief Trading Officer
DLOM	Discount for lack of marketability
DNB	Dutch Central Bank
DNSH	Do no significant harm
DMA	Double materiality assessment
EBITDA	Earnings before interest tax deprecation & amortization
EMEA	Europe, Middle East, and Africa
EPS	Earnings per share
ERM	Enterprise Risk Management
ESG	Environmental, Social and Governance
ESRS	European Sustainability Reporting Standards
ETF	Exchange-Traded Funds
ETP	Exchange traded product
EY	EY Accountants B.V.
General	Annual General Meeting of Shareholders


FCIP	Flow Cash Incentive Plan
FIA EPTA	FIA European Principal Traders Association
FIA PTG	FIA Principal Traders Group
FICC	Fixed income, currency and commodities
FLIP	Flow Loyalty Incentive Plan
FSI	Fast Semi-Iterative schemes
FTE	Full-time equivalent
FWD	Forward
FVPL	Fair value through Profit or Loss
FVOCI	Fair value through Other Comprehensive Income
FX	Foreign currency
GAAP	Generally accepted accounting principles
GHG	Greenhouse gas
IA	Internal audit function
IFD	Directive (EU) 2019/2034 on the prudential supervision of investment firms
IFR	Regulation (EU) 2019/2033 on the prudential requirements of investment firms
IFRS	International Financial Reporting Standards
IR	Investor Relations
KPI	Key Performance Index
KYC	Know Your Client
kWh	Kilowatt hour
L&D	Learning and Development
MiFID II	Markets in Financial Instruments Directive (Directive 2014/65/EU; as amended)
MWh	Megawatt hour
NDF	Non-Deliverable Forward
NTI	Net trading income
NTI CAGR	Net Trading Income Compound Annual Growth Rate
OECD	Organization for Economic Cooperation and Development
OTC	Over the counter
QFII	Qualified Foreign Institutional Investor China
RMF	Risk Management Framework
ROE	Net profit divided by average end of period equity
RSA	Risk (self-) assessments
SDG	Sustainable Development Goals
VWAP	Volume weighted average price

FLOW TRADERS | ANNUAL REPORT 2024 163

Colophon

Flow Traders B.V.

Jacob Bontiusplaats 9

1018 LL Amsterdam

The Netherlands

www.flowtraders.com

Flow Traders Ltd.

Canon's Court

22 Victoria Street

PO Box HM 179

Hamilton HM EX

Bermuda

www.flowtraders.com

FLOW TRADERS | ANNUAL REPORT 2024 164



	This document contains "forward-looking statements" that relate to without limitation, our plans, objectives, strategies, anticipated developments in the industry in which we operate, and future operational performance. These forward-looking statements are often identified by terms such as "anticipate," "estimate," "believe," "intend," "plan," "predict," "may," "will," "would," "should," "continue," "expect," and similar expressions, though not exclusively. Such forward-looking statements are to involve known and unknown risks, uncertainties, and other important factors that could cause circumstances or actual outcomes, results, performance, or achievements to differ materially from any future circumstances, results, performance or achievements expressed or implied. Key factors that may affect these forward-looking statements include, but are not limited to: reduced levels of overall trading volumes and lower margins; dependence on prime brokers, ETP issuers, trading counterparties, central counterparties (CCPs), and custodians; potential loss of access to important exchange or other trading venues; occurrence of systemic market events; incurrence of trading losses; disruptions or failures of our trading platform or third-party technical infrastructure; operational risks and challenges inherent to our business and trading activities; ineffective risk management systems processes and strategies; intense industry competition; reliance on continuous access to liquidity sources; capacity constraints in computer and communication systems; dependence on third-party software, infrastructure, or software availability; damage to our reputation and the reputation of our industry; loss of key staff or failure to attract and loss of key personnel or challenges in attracting and retaining skilled professionals; changes to applicable regulatory requirements; compliance with applicable laws and regulations specific to our industry; and enhanced media and regulatory scrutiny affecting public perception among other risks. These forward-looking statements are based on assumptions, beliefs, and expectations derived from our industry experience, as well as our perceptions of historical trends, current conditions, expected future developments, and other factors we deem appropriate. Furthermore, any sustainability-related statements— pertaining to environmental, social, and governance (ESG) considerations—are based on the best evidence and information available to us at the time of this report. These statements, including those regarding future opportunities or risks, are inherently uncertain and subject to change as our understanding of ESG factors evolves. From a quantitative perspective, some of our sustainability metrics, such as emissions calculations, rely on estimates and external sources, including conversion factors. These estimates are based on current methodologies and sources, which may vary, leading to potential adjustments in reported figures over time. As such, the figures presented in this report should be understood as estimates that could change depending on the data sources or methods employed. While we believe the expectations reflected in the forward-looking and sustainability statements are reasonable as of the date they are made, we cannot guarantee their accuracy. Therefore, you are cautioned not to place undue reliance on these statements. Except as required by applicable law or stock exchange regulations, we do not undertake any obligation to update or revise any forward-looking statements or sustainability metrics, whether as a result of new information, future events, or otherwise. Any forward-looking statements should not be interpreted as guarantees of future performance or outcomes. If the risks or uncertainties materialize, or if the assumptions underlying our forward -looking statements prove inaccurate, our actual operational results, financial condition or sustainability outcomes could differ significantly from those anticipated, believed, estimated or expected. Statements regarding the market, industry trends, including the FX market, developments in ETP Assets under Management in specific markets, ETP value traded in certain markets and Flow Traders’ competitive position, are based on external data and sources. As these sources and methodologies evolve, so too may the information we present.