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WFE FR General Assembly WFE UK General Meeting WFE Relocation 29 October 2013.

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Presentation on theme: "WFE FR General Assembly WFE UK General Meeting WFE Relocation 29 October 2013."— Presentation transcript:

1 WFE FR General Assembly WFE UK General Meeting WFE Relocation 29 October 2013

2 WFE relocation2 Table of Contents 1.Progress report  Phase 1 (opening of branch office)  Rationale for WFE relocation  Phase 2 (WFE relocation) 2.Resolutions  WFE France (FR) General Assembly (GA)  WFE United Kingdom (UK) General Meeting (GM)

3 JulyAugustSeptember October January December November 2014 Board Unanimous approval of London branch opening and the dissolution of WFE FR Membership consultation 87% Membership approval (6 August) Project Management London office open WFE UK Corporate documents (Review Committee) WFE FR Preparation for GA Execution: Branch / WFE UK opening WFE FR closing Transfer of assets Move Ensure operational continuity GA Dissolution (2/3 majority needed) WFE FR winding up Terminate employment contracts Terminate all relevant contracts Prepare moving – knowledge transfer GM Effective closure No more liabilities pending WFE UK setting up Board to appoint CEO Hire new staff Taking over operations from WFE FR Branch opening Office lease Branch registration Transfer of assets WFE move to London – High-level planning Phase 1 Phase 2 Transition FR -> UK Asset Transfer Agreement Conditional (WFE FR dissolution voted…) Signed between WFE FR & WFE UK Need approval by WFE FR GA and WFE UK GM First draft sent to members Final draft

4 29 October 2013WFE relocation4  Milestones so far  The Board unanimously approved the opening of a branch office in London on 10 July 2013 at its meeting in Tokyo  The membership approved the opening of a branch office in written resolutions on 6 August 2013 with overwhelming majority (87%), with 50 members voting in favor of the branch opening  Creation of London branch  Entered into lease agreement on 4 October 2013  Registration at Companies House The branch does not have legal personality 1. Progress report (phase 1) Since the membership overwhelmingly voted for the branch opening, phase 2 has been started in order to prepare the move of WFE to London

5 29 October 2013WFE relocation5 Table of Contents 1.Progress report  Phase 1 (opening of branch office)  Rationale for WFE relocation  Phase 2 (WFE relocation) 2.Resolutions  WFE France (FR) General Assembly (GA)  WFE United Kingdom (UK) General Meeting (GM)

6 29 October 2013WFE relocation6  Need to relocate in a global financial center  Engage with the financial industry in order to develop advocacy Maintain on-going dialogue with major sell side and buy institutions  Benefit from the expertise and experience of a global financial center Access to knowledge, know-how, resources, skilled personnel  Access to major financial media  European location preferred  Overlap with all three time zones during business hours  Members to benefit from new location for both advocacy and emerging markets streams 1. Rationale for WFE relocation

7 29 October 2013WFE relocation7 1. Rationale for WFE relocation  London  Choice of London: # 1 Global financial centre Sellside / Buyside presence Major financial media presence Skilled workforce Heathrow hub Strong signal sent to the industry Many WFE members have operations / rep offices in the City

8 29 October 2013WFE relocation8 Table of Contents 1.Progress report  Phase 1 (opening of branch office)  Rationale for WFE relocation  Phase 2 (WFE relocation) 2.Resolutions  WFE France (FR) General Assembly (GA)  WFE United Kingdom (UK) General Meeting (GM)

9 29 October 2013WFE relocation9  Smooth transition process Transfer from WFE FR to WFE UK WFE FRWFE UK WFE Members FR Board of Directors FR Board of Directors UK Transfer via subscription letter* Transfer via Asset Transfer Agreement Ratification of Directors by the General Meeting UK * Current WFE FR members will need to sign a short conditional subscription letter to become members of WFE UK  Same membership  Same Board composition WFE Members UK  Transfer of assets  Transfer of Associates, Affiliates & Correspondents “Transfer” of corporate documents

10 29 October 2013WFE relocation10  WFE UK legal structure  WFE UK established as a company limited by guarantee (not having a share capital) Legal personality Limited liability (contingent liability of £1) of the members to contribute in the event the company is wound up Structure of choice for most trade associations and not-for-profit organizations like WFE : e.g. IMA (Investment Management Association), NAPF (National Association of Pension Funds)  UK corporate framework more favourable to members:  Majority required for amending a company’s constitution: 3/4 (2/3 currently)  Members representing 5% of the voting rights can request to convene a meeting of the members (20% currently)  Tax considerations  WFE UK profits will be taxable. Corporation tax is currently 24%. This is due to fall to 21% in However a special rate of 20% applies for companies with profits of less than £300,000  WFE UK will not invoice VAT for entities abroad. WFE UK will invoice VAT for entities based in the UK and will be entitled to claim VAT back on this basis 1. Details on Phase 2

11 29 October 2013WFE relocation11  Creation of WFE UK  World Federation of Exchanges limited incorporated by WFE lawyer under model articles  Company number:  Huseyin Erkan and Andreas Preuss to be appointed as Directors during the interim period (until 29 October 2013) Approval/Signature of the conditional Asset Transfer Agreement  Transfer of assets  French law forbids remaining assets of not-for-profit association to be returned to members  Legal counsel confirmed that WFE FR can transfer its assets to WFE UK provided WFE UK is not in a position to distribute profits or past surpluses to its members Articles of Association of WFE UK includes such provision  Legal counsel confirmed that from a UK tax perspective the assets received from WFE FR will not be taxable as they will not be considered as income or gains 1. Progress report (phase 2)

12 29 October 2013WFE relocation12  Conditional Asset Transfer Agreement between WFE FR & WFE UK 1.Transfer from WFE FR to WFE UK to fund WFE UK operations Amount: € K Conditions: WFE FR members approve WFE FR dissolution & transfer of assets Transfer accepted by WFE UK members 2.Transfer of remaining assets Conditions: WFE FR members approve WFE FR dissolution & transfer of assets Transfer accepted by WFE UK members Payment of all its liabilities by the WFE FR Drawing up of the liquidation accounts in connection with the dissolution of WFE FR and their review by the auditors of the WFE FR 1. Progress report (phase 2) Sufficient to cover WFE UK first months of operations; The remaining assets are sufficient to cover all WFE FR remaining liabilities Asset Transfer Agreement were circulated to the Membership on 7 October

13 29 October 2013WFE relocation13 Revision of the WFE corporate documents xxx  Articles of Association (equivalent to Statutes)  Internal Rules WFE Corporate Documents Review Committee Review Committee  July 10 Board meeting appointed a Review Committee to review the corporate documents  Members  Mr. Roland Bellegarde, NYSE Euronext (Chairman)  Ms. Nicky Newton-King, JSE  Mr. Jingyu Kim, (KRX). First Draft Process of reviewing the corporate documents  17 September: First draft of corporate documents sent to  Heads of Delegation  Working Committee Members The final drafts of the corporate documents were circulated to the Membership on 7 October, along with the subscription letter Draft  Comments by the Heads of Delegation and the Working Committee (which were received until 1 October) were discussed and incorporated by the Review Committee

14 29 October 2013WFE relocation14  The Board (10 July 2013) already unanimously agreed:  On Phase 2 - the dissolution of WFE FR;  To recommend to the GA to vote in favour of the dissolution of WFE FR  The members will vote on the dissolution of WFE FR and on several aspects of the new WFE UK Progress report (Phase 2) WFE FR General Assembly WFE UK General Meeting Dissolution of the Federation Approval of the dissolution of WFE FR Appointment of the liquidator of WFE FR Transfer of assets of WFE FR to WFE UK WFE UK Adoption of the new Articles of Association Adoption of the Internal Rules Ratification of the entry by the Company into an asset transfer agreement with WFE France Approval of the November-December 2013 budget proposal Approval of the 2014 budget proposal Appointment of the statutory auditors for a term of one year If WFE FR dissolution is voted, WFE UK GM will take place right after WFE FR GA Need for membership approval

15 29 October 2013WFE relocation15 Table of Contents 1.Progress report  Phase 1 (opening of branch office)  Rationale for WFE relocation  Phase 2 (WFE relocation) 2.Resolutions  WFE France (FR) General Assembly (GA)  WFE United Kingdom (UK) General Meeting (GM)

16 29 October 2013WFE relocation16 I.WFE FR GA 1.Approval of the dissolution of the association 2.Implementation of the liquidation 3.Transfer of the assets II.WFE UK GM 1.Adoption of the new Articles of Association 2.Adoption of the Internal Rules 3.Ratification of the entry by the Company into an asset transfer agreement with WFE France 4.Approval of the November-December 2013 budget proposal 5.Approval of the 2014 budget proposal 6.Appointment of the statutory auditors for a term of one year 2. Resolutions

17 29 October 2013WFE relocation17 Table of Contents 1.Progress report  Phase 1 (opening of branch office)  Rationale for WFE relocation  Phase 2 (WFE relocation) 2.Resolutions  WFE France (FR) General Assembly (GA)  WFE United Kingdom (UK) General Meeting (GM)

18 29 October 2013WFE relocation18  Disclaimer: 2. Resolutions – WFE FR GA The effectiveness of each of resolutions 1 to 3 shall be conditional upon adoption of all of such resolutions with 2/3 majority. For the avoidance of doubt, in case any of the resolutions 1 to 3 shall not obtain 2/3 majority, none of these resolutions shall become effective, none of them shall be implemented and all such resolutions shall be deemed to have been rejected.

19 29 October 2013WFE relocation19  1. Approval of the dissolution of the association 2. Resolutions – WFE FR GA The members decide to dissolve the World Federation of Exchanges with effect from the end of 29 October 2013.

20 29 October 2013WFE relocation20  2. Implementation of the liquidation 2. Resolutions – WFE FR GA The members decide that the liquidation process shall be implemented and further decide: - to appoint Mr Hüseyin Erkan as liquidator for the purposes of the liquidation of the World Federation of Exchanges; - to grant to the liquidator all the required powers to recover the payables and pay the liabilities and to transfer the remaining assets in accordance with resolution 3 below; - to grant to the liquidator the power to carry out all the formalities, in particular the publicity measures and administrative filings, relating to the liquidation; and - that the forms and documents relating to the liquidation must be retained in the headquarters of the World Federation of Exchanges until the end of the liquidation process and then transferred to the headquarters of the World Federation of Exchanges Limited.

21 29 October 2013WFE relocation21  3. Transfer of the assets 2. Resolutions – WFE FR GA The members decide that the assets of the World Federation of Exchanges shall be transferred to the World Federation of Exchanges Limited, in accordance with the provisions of the Asset Transfer Agreement entered into between the World Federation of Exchanges and the World Federation of Exchanges Limited which has been made available to the members of the World Federation of Exchanges.

22 29 October 2013WFE relocation22 Table of Contents 1.Progress report  Phase 1 (opening of branch office)  Rationale for WFE relocation  Phase 2 (WFE relocation) 2.Resolutions  WFE France (FR) General Assembly (GA)  WFE United Kingdom (UK) General Meeting (GM)

23 29 October 2013WFE relocation23  1. Adoption of the new Articles of Association 2. Resolutions – WFE UK GM The members decide to adopt new articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association, such resolution to take effect from the closing of the General Meeting.

24 29 October 2013WFE relocation24  2. Adoption of the Internal Rules 2. Resolutions – WFE UK GM The members decide to approve the adoption of the internal rules of the Company, such resolution to take effect from the closing of the General Meeting.

25 29 October 2013WFE relocation25  3. Ratification of the entry by the Company into an asset transfer agreement with WFE France 2. Resolutions – WFE UK GM The members decide to ratify the entry by the Company into an asset transfer agreement between the Company and the World Federation of Exchanges, France.

26 29 October 2013WFE relocation26  4. Approval of the November-December 2013 budget proposal 2. Resolutions – WFE UK GM The members decide to approve the budget for the remainder of the Company’s current financial year (being November to December 2013).

27 29 October 2013WFE relocation27  5. Approval of the 2014 budget proposal 2. Resolutions – WFE UK GM The members decide to approve the budget for the Company’s forthcoming financial year (being January to December 2014).

28 29 October 2013WFE relocation28  6. Appointment of the statutory auditors for a term of one year 2. Resolutions – WFE UK GM The members decide to approve the auditors, details of whom will be sent to the members in due course, to act as auditors of the Company (for a term of one year).


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