PDF Annual Report 2017

Dear shareholders

Leonteq successfully completed its turn-around programme within one year. We have increased our issuance capacity with key partner banks, taken the necessary rightsizing measures, and demonstrated our ability to rigorously manage our cost base. The underlying business is healthy and we have seen solid demand for structured products across all regions and business lines despite the historically low levels of volatility. We have onboarded renowned banking and insurance partners and made further progress with our expansion in Asia.

Turn-around achieved

Total operating income grew 4% year-on-year to CHF 215.4 million in 2017, primarily driven by a solid increase in net fee income of 18%, to CHF 247.0 million, which was partially offset by a decrease in net trading income. Net fee income grew as a result of an increased client demand across all business lines as well as the resolution of issues with key banking partners. The decrease in net trading income reflects negative contributions from hedging activities resulting from record low levels of volatility in 2017 and the negative treasury carry on Leonteq’s own products.

In line with cost guidance we provided at the beginning of the year, total operating expenses amounted to CHF 192.1 million for 2017. Our management team continued to rigorously execute the cost reduction programme and delivered annualised savings of CHF 24.4 million. The staff base was reduced from its peak at 523 FTEs in October 2016 to 440 FTEs at year-end 2017 and we completed of the optimisation of excess office space in London and Zurich.

After we returned to profitability in the first half of 2017, net profit improved to CHF 21.9 million in the second half of 2017 compared to a loss of CHF -20.0 million in the prior-year period. Despite one-off costs of CHF 15.9 million for the full year of 2017, net profit for 2017 rose to CHF 23.1 million and earnings per share amounted to CHF 1.45 both up 34% year on year. Leonteq’s total eligible capital was CHF 419.7 million as at 31 December 2017 and risk-weighted assets increased by 26% on the back of business growth and an increase in platform assets. The BIS total capital ratio was 19.6% as at 31 December 2017, versus 22.7% at end-2016. To preserve the capital base and invest in further business growth, the Board of Directors will propose to the Annual General Meeting of 28 March 2018 that no dividend be distributed for the financial year 2017.

Healthy business & partner network expanded

Leonteq’s platform assets came in at a record level of CHF 11.4 billion as at 31 December 2017. Driven by positive client sentiment and solid demand for structured products, we issued 26,575 structured products in 2017 and grew total turnover by 28% to CHF 26.8 billion. Serviced net new insurance policies more than doubled in 2017 and a record of 33,388 policies were outstanding on the platform at end-2017. We recorded strong growth in net fee income across all our regions and continued to make progress to go onshore in Japan.

In the second half of 2017, Leonteq and Standard Chartered Bank, a leading global financial institution, have started collaboration for the issuance and distribution of structured products under the Standard Chartered Bank Notes, Certificates and Warrants Programme. We also have made solid progress with Crédit Agricole CIB after the go-live in the first quarter of 2017.

Corporate Governance improved

We continued our process to strengthen the Board’s independence with the completion of the Extraordinary General Meeting on 22 November 2017. The Board of Directors of Leonteq AG has increased from seven to eight members, whereof five are independent.

To strengthen the efficiency and accountability of the management, the Board of Directors decided to reduce the Executive Committee from 11 to 6 members at the beginning of 2017. Further top management changes followed in September 2017 with the appointment of a new General Counsel and a Chief Risk Officer and a Chief Executive Officer on an interim basis in October 2017. Founding partner Jan Schoch left the company at the end of October 2017 and sold his entire stake in Leonteq.

Focus on profitable growth going forward

Going forward, our priorities will include further expanding the scope of our existing cooperation with banking partners and broadening the product offering. Rigorous cost management will continue while management will selectively invest in new hires and in important growth projects. Total operating expenses of around CHF 180 million are expected for the full year 2018. To drive profitable growth going forward, we will continue to focus on automation of payoffs and front-to-back processes as well as on implementing additional measures to boost client profitability and optimise balance sheet usage at transaction level. We have launched a new project to reduce capital intensity of our structured product business by transferring market risk to external hedge providers.

We thank all our stakeholders for their trust and continued support.

PDF Annual Report 2017

General principles

As a publicly listed Swiss company, Leonteq AG (the ‘Company’ or ‘Leonteq’, together with its subsidiaries the ‘Group’) is subject to and complies with the Directive on Information relating to Corporate Governance (‘DCG’), its annexes and commentary issued by SIX Swiss Exchange.

The information provided in this section complies with the Corporate Governance Directive of SIX Swiss Exchange that entered into force on 1 September 2014, with the revised version of the Guideline on the Corporate Governance Directive dated 10 April 2017 and with the guidelines and recommendations contained in the Swiss Code of Best Practice for Corporate Governance compiled by Economiesuisse, the Swiss business federation, dated 28 August 2014. It also complies with Appendix 1 of this Code, ‘Recommendation on Compensation for Boards of Directors and Executive Boards’, dated 28 August 2014 and which entered into force on 1 October 2014; this takes into account arts. 663b^bis and 663c para. 3, of the Swiss Code of Obligations, articles entered into force on 1 January 2007 and which address transparency concerning the compensation of members of the Board of Directors and the Executive Committee.

The Ordinance against Excessive Compensation pertaining to Listed Stock Corporations (‘OaEC’) entered into force on 1 January 2014. Leonteq has undertaken the steps necessary to ensure timely compliance with the OaEC’s requirements. The requirement to provide the possibility of electronic voting had already been introduced at the 2014 Annual General Meeting (AGM). To the extent necessary amendments to the Articles of Association were proposed to and approved by the 2014 Annual General Meeting.

Corporate governance framework

Leonteq’s corporate governance framework comprises its governing bodies and its corporate governance policies, which define the competencies of the governing bodies and other corporate governance rules and procedures.

The governing bodies of the Group are

• The General Meeting
• The Board of Directors
• The External Auditors

The shareholders elect the members of the Board of Directors and the independent external auditors on an annual basis and approve required resolutions at the General Meeting such as the consolidated financial statements, amendments of Articles of Association and total compensation of members of the Board of Directors and the Executive Committee. The Board is responsible for the overall strategic direction, supervision and control of the Group and appoints the members of the Executive Committee. The Executive Committee is responsible for the day-to-day management of the Group’s business and for developing and implementing business plans.

Leonteq’s corporate governance policies comprise the Articles of Association and the Organisa- tional Management Regulations. The Articles of Association define the purpose of the business, the capital structure and the basic organisational framework. The Organisational Management Regulations define the organisational structure of the Group and the responsibilities and area of authority of the Board and its committees, the competencies of the Executive Committee, as well as the relevant reporting procedures. Further internal policies define the Group’s standards of business conduct and ethical values that the Board and all employees are required to follow, including adherence with applicable laws and regulations.

Corporate Governance Framework

Leonteq AG is the Swiss holding company responsible for the overall management of the Leonteq Group. The registered shares of Leonteq AG are traded on the main standard of SIX Swiss Exchange in Zurich (security no. 19089118, ISIN CH0190891181, symbol LEON). On 31 December 2017 the Company’s market capitalisation was CHF 1,004.5 million.

Non-listed companies belonging to the Group

^{1 . Including branches in Guernsey (Block F, Hirzel Court, St Peter Port, Guernsey GY1 2NQ, Channel Islands) and in Amsterdam (ITO Tower, Gustav Mahlerplein 66-A, 1082 MA Amsterdam).}

^{2 . Including branches in London (3 Lloyds Avenue, London EC3N 3DS; new address as of 25 January 2018: 108 Cannon Street, London EC4N 6EU) and Paris (40, Rue la Pérouse, 75116 Paris).}

^{3 . Leonteq is in the process of moving its Japanese business onshore and obtaining a licence during the course of 2018; the subsidiary will be then renamed Leonteq Securities (Japan) Ltd.}

Significant shareholders

Leonteq’s major shareholders comprise 7,870,246 shares, or 49.36% of the voting rights, as of 31 December 2017.

^{4 158,879 shares are directly held by Notenstein La Roche Private Bank Ltd, St. Gallen as a wholly owned subsidiary of Raiffeisen Switzerland Cooperative, St. Gallen.}

^{5 Lukas Ruflin family interests represents all holdings by Lukas Ruflin (founding partner), Clairmont Trust Company Limited and Thabatseka LP; Clairmont Trust Company Limited acts as trustee of a trust which holds shares in Leonteq AG through Thabatseka LP (which in turn is indirectly wholly owned by Clairmont Trust Company Limited); the trust was settled by Lukas Ruflin.}

^{6 In addition holds 462,325 call options, written by Raiffeisen, with the following conditions: strike CHF 210 (adjusted by cumulative dividends per share from 2015 to 2025); subscription ratio 1:1; maturity 19 October 2025; European style.}

^{7 Founding partner.}

^{8 H21 Macro Limited, Cayman Islands is the direct shareholder of the shares. Horizon21 AG, Pfäffikon SZ, Switzerland acts as fund management company.}

^{9 Creation of obligation to notify: 13 March 2017.}

^{10 Creation of obligation to notify: 25 October 2017.}

^{11 Excluding shareholdings of the founding partners.}

For notifications received and individual reports of significant shareholders published during 2017 by Leonteq AG according to art. 120 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA) of 19 June 2015, reference is made to the Disclosure Office publication platform of SIX Exchange Regulation:

https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

PDF Annual Report 2017

General principles

Leonteq wants to attract and retain employees who are crucial for the Company’s future success. Leonteq is committed to fair, balanced and performance-oriented compensation practices that align long-term employee and shareholder interests, and which incentivise appropriate risk-taking while fostering adequate risk awareness. Leonteq’s compensation system is designed to:

• support a performance culture based on merit, to differentiate and reward excellent performance, both in the short- and the long-term, and to recognise the Company’s values
• enable the Group to attract and retain employees, motivating them to achieve results with integrity and fairness, whilst benefiting from the career opportunities offered by a growth company, and
• be consistent with and promote effective risk management practices, together with the Group’s compliance and control culture.

PDF Annual Report 2017

Leonteq successfully completed the turn-around within one year. The underlying business is healthy and Leonteq recorded solid demand for structured products across all regions and business lines, despite the historical low volatility environment.

Group results

Income statement

PDF Annual Report 2017

Leonteq AG

Consolidated statement of other comprehensive income for the years ended 31 December 2017 and 2016

Leonteq AG

Consolidated statement of financial position as of 31 December 2017 and 2016

Leonteq AG

Consolidated statement of changes in equity for the years ended 31 December 2017 and 2016

¹  Dividends and other distributions are distributions of capital contribution reserves.

²  From the total distribution of capital contribution the distribution on own shares has been deducted.

Leonteq AG

Consolidated statement of cash flows for the years ended 31 December 2017 and 2016

Fund of cash

³  The “Due from banks on demand” balance is included in balance sheet line item “Amounts due from banks”.

PDF Annual Report 2017

Leonteq AG

Income statement

Leonteq AG

Balance sheet

Assets

Liabilities & Shareholders’ equity

Proposal to the Annual General Meeting

Proposed appropriation of retained earnings

The Board of Directors proposes the following allocation of retained earnings:

Proposed distribution from reserves from capital contribution

Subject to the approval by the Annual General Meeting, the Board of Directors proposes the distribution from reserves from capital contributions/dividend of CHF 0 per share (2016 CHF 0 per share):

PDF Annual Report 2017