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COMPLETION OF THE CORPORATE HOLDING STRUCTURE UPDATE

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COMPLETION OF THE CORPORATE HOLDING STRUCTUREUPDATE

Amsterdam, the Netherlands - Flow Traders Ltd. (Euronext: FLOW) announces the completion of theupdate to its corporate holding structure, following receipt of shareholder approval andfulfilling all regulatory and other customary closing conditions. As a result of the update of the corporate holding structure, Flow Traderstop 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 gratitudetoIlonka 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 Boardand I strongly believe that the company is well positioned to capturefuture growth opportunities.

Contact Details

Flow Traders Ltd.

Investors
Jonathan Berger
Phone:         +31 20 7996149
Email:        investor.relations@flowtraders.com

Media
Laura Peijs
Phone:         +31 20 7996125
Email:        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 (formeelbuitenlandsevennootschap).

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.

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