COMPLETION OF THE CORPORATE HOLDING STRUCTURE UPDATE
COMPLETION OF THE
CORPORATE HOLDING STRUCTURE
UPDATE
Amsterdam, the Netherlands - Flow Traders
Ltd. (Euronext:
FLOW) announces the completion of
the update to
its corporate holding
structure, following
receipt of shareholder approval
and fulfilling all
regulatory and other customary closing
conditions. As a result of the update of the
corporate holding structure, Flow
Traders’ top holding
company is now
Flow Traders Ltd.
Flow Traders shares will continue to be listed on Euronext
Amsterdam under the same ticker (FLOW) but with a new ISIN
BMG3602E1084. As at market open on 16 January 2023, trading will
commence in Flow Traders Ltd. shares.
As part of the update to the corporate holding structure, Flow
Traders confirms that The Netherlands is its home member state for
the purposes of Directive 2004/109/EC (the Transparency Directive)
and in accordance with article 5:25a (2) of the Dutch Financial
Markets Supervision Act.
In line with Bermuda law, Flow Traders Ltd. has a one-tier Board
structure, comprising Executive Directors and Non-Executive
Directors.
The Flow Traders Board, as per the completion of the update of
the corporate holding structure, comprises the following
members:
- Rudolf Ferscha - Independent
Non-Executive Director and Chairman of the Board
- Linda Hovius - Independent
Non-Executive Director and Chair of the Remuneration &
Appointment Committee
- Olivier Bisserier - Independent
Non-Executive Director, Chair of the Risk Committee and Chair of
the Audit Committee
- Jan van Kuijk - Non-Executive
Director and Chair of the Trading & Technology Committee
- Roger Hodenius - Non-Executive
Director
- Dennis Dijkstra - Chief Executive
Officer and Executive Director
- Mike Kuehnel - Chief Financial
Officer and Executive Director
- Folkert Joling - Chief Trading
Officer and Executive Director
Given the increased time commitment expected from a member of a
one-tier Board and taking into account her new executive and other
non-executive roles, Ilonka Jankovich has stepped down as a member
of the Supervisory Board. The Board has already initiated a search
for a new Independent Non-Executive Director to join the Board of
Flow Traders Ltd.
Rudolf Ferscha, Chairman of the Board of Flow Traders,
commented: “On behalf of the Board, I would like to thank
our shareholders for their overwhelming support with 96% of votes
cast in favor of the resolutions to update Flow Traders' corporate
holding structure. We would also like to express our gratitude to
the proxy advisors and shareholder representatives for their
constructive engagement around establishing balanced solutions.
Furthermore, we would like to take this opportunity to express our
sincere gratitude to Ilonka for her significant contributions and
highly valued support throughout her tenure. We wish her all the
best in her future endeavors. The Board has already initiated a
search for a new Independent Non-Executive Director. We are focused
on finding the most suitable candidate for this role and are
committed to our recently enhanced Diversity, Equity and Inclusion
policy.”
Ilonka Jankovich,
added:“Given the shift to a one-tier Board following the
update to the corporate holding structure as well as the demands
from my other executive and non-executive roles, I recognized that
I would not be able to serve Flow Traders to the best of my
ability. I therefore decided that it would be appropriate to stand
down from my role at Flow Traders. It has been a huge privilege to
serve as a member of the Flow Traders Supervisory Board and I
strongly believe that the company is well positioned to capture
future growth opportunities.”
Contact Details
Flow Traders
Ltd.InvestorsJonathan
BergerPhone: +31 20
7996149Email: investor.relations@flowtraders.com
MediaLaura PeijsPhone:
+31 20
7996125Email: press@flowtraders.com
About Flow Traders
Flow Traders is a leading global financial technology-enabled
liquidity provider in financial products, historically specialized
in Exchange Traded Products (ETPs), now expanding into other asset
classes. Flow Traders ensures the provision of liquidity to support
the uninterrupted functioning of financial markets. This allows
investors to continue to buy or sell ETPs or other financial
instruments under all market circumstances. We continuously grow
our organization, ensuring that our trading desks in Europe, the
Americas and Asia can provide liquidity across all major exchanges,
globally, 24 hours a day. Founded in 2004, we continue to cultivate
the entrepreneurial, innovative and team-oriented culture that has
been with us since the beginning. Please visit www.flowtraders.com
for more information.
Important Legal Information
An exempted company limited by shares under the laws of Bermuda,
with registered office at Canon's Court, 22 Victoria Street,
Hamilton HM 12, Bermuda, registered with the Bermuda Register of
Companies under number: 202302127, with its business established in
the Netherlands and to be registered with the Dutch Trade Register
as non-resident company (formeel buitenlandse vennootschap).
This press release is prepared by Flow Traders Ltd. and is for
information purposes only. It is not a recommendation to engage in
investment activities and you must not rely on the content of this
document when making any investment decisions. The information in
this document does not constitute legal, tax, or investment advice
and is not to be regarded as investor marketing or marketing of any
security or financial instrument, or as an offer to buy or sell, or
as a solicitation of any offer to buy or sell, securities or
financial instruments. The information and materials contained in
this press release are provided ‘as is’ and Flow Traders Ltd. or
any of its affiliates (“Flow Traders”) do not warrant the accuracy,
adequacy or completeness of the information and materials and
expressly disclaim liability for any errors or omissions. This
press release is not intended to be, and shall not constitute in
any way a binding or legal agreement, or impose any legal
obligation on Flow Traders. All intellectual property rights,
including trademarks, are those of their respective owners. All
rights are reserved. All proprietary rights and interest in or
connected with this publication shall vest in Flow Traders. No part
of it may be redistributed or reproduced without the prior written
permission of Flow Traders. This press release may include
forward-looking statements, which are based on Flow Traders’
current expectations and projections about future events, and are
not guarantees of future performance. Forward looking statements
are statements that are not historical facts, including statements
about our beliefs and expectations. Words such as “may”, “will”,
“would”, “should”, “expect”, “intend”, “estimate”, “anticipate”,
“project”, “believe”, “could”, “hope”, “seek”, “plan”, “foresee”,
“aim”, “objective”, “potential”, “goal” “strategy”, “target”,
“continue” and similar expressions or their negatives are used to
identify these forward-looking statements. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors because they relate to
events and depend on circumstances that will occur in the future
whether or not outside the control of Flow Traders including, but
not limited to, the following: the occurrence of any event, the
timing and completion of the update, including receipt of
regulatory approvals and Flow Traders’ shareholder approval and the
satisfaction of other conditions ; the realization of anticipated
benefits of the update and the timing thereof; the risk that any
announcements relating to the update could have adverse effects on
the market price of Flow Traders; the focus of management time and
attention on the update and other disruptions arising from the
update ; the volatility of the international marketplace; changes
in laws; regulations and government policies; changes in taxes and
tax rates; and material adverse changes in economic and industry
conditions. Such factors may cause actual results, performance or
developments to differ materially from those expressed or implied
by forward-looking statements. Accordingly, no undue reliance
should be placed on any forward-looking statements. Forward-looking
statements speak only as at the date at which they are made. Flow
Traders expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statements contained
in this press release to reflect any change in its expectations or
any change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law.
Financial objectives are internal objectives of Flow Traders to
measure its operational performance and should not be read as
indicating that Flow Traders is targeting such metrics for any
particular fiscal year. Flow Traders’ ability to achieve these
financial objectives is inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond Flow Traders’ control, and upon assumptions with
respect to future business decisions that are subject to change. As
a result, Flow Traders’ actual results may vary from these
financial objectives, and those variations may be material. This
press release is for information purposes only, does not constitute
a prospectus within the meaning of Regulation (EU) 2017/1129 and is
not an offer to acquire securities for sale to U.S. persons or in
any jurisdiction and no related documents will be distributed to
the public in any jurisdiction.
The securities of Flow Traders have not been and
will not be registered under the Securities Act of 1933, as
amended, or any U.S. state securities laws and may not be offered
or sold in the United States absent registration with the U.S.
Securities and Exchange Commission or an applicable exemption from
such registration requirements.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
will there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
jurisdiction.
- Completion of the corporate holding structure update
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