Tradeweb Markets Inc. (TW)
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AGM 2021

May 11, 2021

Speaker 1

Good afternoon, and welcome to Tradeweb Markets Inc. Annual Meeting of Stockholders. With that, I would now like to hand it over to Lee Orlesky, Chief Executive Officer of Tradewind Market Inc, to call this meeting to order.

Speaker 2

Thank you. Will the meeting please come to order? I am Leo Leskie, Chief Executive Officer and Member of the Board of Directors of Tradeweb Markets Inc. I will be presiding at this meeting. Along with my fellow directors and executive officers of the company, I'd like to welcome you to our Annual Meeting of Stockholders.

We are excited to once again be hosting our meeting virtually, which allows us to be more inclusive and reach a greater number of stockholders. We appreciate your attendance, your interest and most importantly, your support of Tradeweb. This annual meeting of the stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. In accordance with our bylaws, I will act as Chair of the meeting and Douglas Friedman, our General Counsel and Secretary, will act as Secretary of the meeting. I will turn it to him with any procedural issues that may arise.

As you are all aware, we continue to be in the middle of an unprecedented global pandemic. So we appreciate your attendance today and hope that all of you and your families are doing well during these trying times. You are participating in this meeting virtually. Stockholders may submit questions at any time during the meeting in the space provided on the virtual meeting screen. We will conduct the business portion of our meeting first and answer questions at the end of the meeting.

During this meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. Though we may not be able to answer every we will do our best to provide a response to as many as possible and we'll address any relevant unanswered questions on our corporate website after the meeting. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. Now it is my pleasure to introduce you to Tradewire's General Counsel and Secretary, Douglas Friedman, who will act as Secretary of this meeting.

Speaker 3

Thank you, Lee. We'd like to introduce the other directors of Tradeweb who are in attendance today. We welcome Martin Brand, our General of the Board Billy Holt, our President Steven Burns, John Finley, Scott Canales, Vaughn Hughes, Paul Matoff, Thomas Pluta, Murray Roos and Brian West. The other trade of executives who are in attendance are Enrico Bruni, our Head of Europe and Asia Business Simon Mazy, our Global Head of Business Development Robert Morshaw, our Chief Financial Officer Scott Zucker, our Chief Risk and Administrative Officer Justin Peterson, our Chief Technology Officer and Ashley Serrau, our Head of U. S.

Corporate Development and Investor Relations. Also attending this meeting are Dorothy Bondarenko and Tom Mueller of Deloitte, our independent auditors. Although Deloitte has indicated that it does not wish to make a statement, Dorothy and Tom are available to respond to appropriate questions during the general question and answer period.

Speaker 2

In addition to the Board of Directors, has appointed Barry Shapiro to serve as the independent Inspector of the election for this meeting. I request that he file his oath of office with the Secretary of the meeting for inclusion in the minutes of the meeting. Will the Secretary please report on the proof of notice of meeting?

Speaker 3

I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of March 15, 2021, the notice of Internet availability of proxy material, all of which Broadridge commenced distributing to stockholders on March 29, 2021. I also have a copy of the 2020 Annual Report, which includes financial statements certified by Deloitte. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access meeting. The notice of meeting and the affidavit of mailing together with the attachments thereto and the 2020 annual report will be filed with the minutes of this meeting.

Speaker 2

The Secretary has the list of the holders of record of common stock of the company at the close of business on March 15, 2021. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. The Secretary will please file a copy of the list of stockholders with the records of the company. Doug, will you please present your report of attendance at this meeting so that we can determine whether a quorum

Speaker 3

is present? Lee, on March 15, 2021, the record date for this annual meeting, there were outstanding entitled to vote 104,148,335 Shares of Class A common stock, 96,933,000 192 shares of Class B common stock, 1,654,825 shares of Class C common stock and 28,877,108 shares of Class D common stock. I have been informed by the Inspector's election that there are 215,568,183 shares of stock represented by proxy or present virtually or approximately 93.07 percent of all the shares entitled to vote at this annual meeting. The shares so represented exceed 50% of the voting power of common stock presented virtually and represented by proxy and entitled to vote at this meeting and thus constitute a quorum.

Speaker 2

Thank you, Doug. On the basis of the report of the Secretary and the Inspector of the election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. It is 12:22 pm on May 11, 2021 and the polls for voting on all matters are open. All TradeRev stockholders entitled to vote at this meeting have the ability to do so online.

If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the Inspector of Election will provide his preliminary report. We'll move now to a review of the proposals. Which expires at the 2024 Annual Meeting of the Stockholders.

The nominees are Paula Madoff, Thomas Pluta and Brian West. Information concerning their principal occupations, Services Tradeweb Board members, skills, qualifications and other matters, which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting and I declare the nominations to be closed. Are there any questions or comments on the first proposal?

Seeing none, we'll move on to the 2nd proposal. The next matter to come before the meeting is the ratification of the appointment of Deloitte as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of Deloitte to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the year ending December 31, 2021. Are there any questions or comments on the second proposal? Seeing none, we'll move on to the 3rd proposal.

The next matter to come before the meeting is the advisory vote to approve compensation of our named executive officers. This vote, which is often called a say on pay vote, gives our stockholders the opportunity to express their views on our overall compensation policies and procedures related to the named executive officers, the details of which can be found in our annual proxy statement. It is a non binding vote, although the compensation committee and the Board of Directors will take the results of the vote into account when making future compensation decisions. The Board of Directors recommends that the Company's stockholders vote for the resolution to approve on an advisory basis, the compensation of our named executive officers. Are there any questions or comments on the 3rd proposal?

Seeing none, we'll move on to the 4th and final proposal. The matter to come before the meeting is the advisory vote on the frequency of future advisory votes on executive compensation. After careful consideration, the Board of Directors has determined that an advisory say on pay vote shall be held every 3 years, subject to approval by the stockholders of such frequency. As an advisory vote, the result of the vote is not binding. However, the Board of Directors values the opinions of our stockholders in their vote on this matter.

And therefore, if the frequency approved by our stockholders is not every 3 years, the Board of Directors will again consider the appropriate frequency of the advisory say on pay vote, taking into account the outcome of the advisory stockholder vote. The Board of Directors recommends a vote 3 year for the frequency with which stockholders of the company shall be entitled to have an advisory vote on executive compensation. Are there any questions or comments on the 4th proposal? Seeing none, we'll move on to the closing of the polls.

Speaker 3

The polls are about to close. So if you have not yet voted, please do so. Since everyone has had the opportunity to vote, it is now 12:26 p. M. And the polls are closed.

The Inspector of Election has delivered his preliminary report, and I will now announce the preliminary results. Lee, based on the Inspector of Elections preliminary report, each of the nominees for Director received at least 95.95 percent of the votes cast in favor of his or her election and has been elected as a Director of the company to serve for a 3 year term that will expire in 20 24. And the ratification of the appointment of Deloitte as the company's independent registered public accounting firm received 99.99 percent of the votes cast in favor and the appointment has been ratified. The advisory vote to approve the compensation of our named executives received 98.9% of the votes cast in favor of approval, and the matter has been approved. And the advisory vote on frequency of future advisory votes on executive compensation received 93.95 percent of the votes cast in favor of a 3 year frequency, which has been deemed the stockholders' preference.

The final report of the Inspector election with the records of this meeting. We expect to report the results of the voting on a Form 8 ks to be filed with the SEC within 4 business days of this meeting.

Speaker 2

That concludes the business for the meeting. The meeting is now adjourned. I now invite you to ask any questions you may have regarding the company and its business. Please follow the instructions provided on the virtual meeting screen to submit questions. Now, it is my pleasure to introduce to you our Head of U.

S. Corporate Development and Investor Relations, Ashley Serrao, who will be reading your questions.

Speaker 3

Lee, at this time, there are no questions on screen.

Speaker 2

Ladies and gentlemen, thank you for attending today's meeting.

Speaker 1

Thank you for attending Tradeweb Market Inc. Annual Meeting of Stockholders. The meeting has now concluded. You may now

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