PROPOSED UPDATE TO THE CORPORATE HOLDING STRUCTURE

PROPOSED UPDATE TO THE CORPORATE HOLDING STRUCTURE

Amsterdam, the Netherlands - Flow Traders N.V. (Euronext: FLOW) announces the proposed implementation of an updated corporate holding structure, as an enabler of its global strategic ambition. This proposed update will involve a top holding company in Bermuda and is the result of a thorough legal and capital structure review.

The update of the holding structure enables Flow Traders to become more competitive as a global, next generation liquidity provider, particularly in relation to regulatory capital management. Different capital requirements will apply following the update of the holding structure which are expected to expand Flow Traders’ strategic growth options. Furthermore, it will create a more level playing field with global peers with respect to the regulatory capital framework.

Following the update of the holding structure, Flow Traders will retain its existing global footprint with no change to day-to-day operations. This includes a substantial presence in the Netherlands as well as maintaining a listing on Euronext Amsterdam. The update of the holding structure does not change Flow Traders’ tax residence in the Netherlands and Flow Traders continues to apply its policy of pursuing the principle that tax should follow the business. Therefore, Flow Traders will continue to pay taxes in those countries where profits are earned, predominantly in the Netherlands. Flow Traders’ regulated entities will continue to be subject to supervision by their respective regulators.

As a top holding company domicile, Bermuda has been selected by Flow Traders and by numerous other financial services companies as it offers a well-established and respected legal jurisdiction, while offering Flow Traders the ability to execute its growth plans and continue all major elements of its current governance. The proposed update of the holding structure has received the unanimous support of Flow Traders’ Management and Supervisory Board members. In line with Bermuda law, the top holding company will have a one-tier Board structure, comprised of executive and non-executive directors, including the independent Chairman.

Flow Traders has obtained an unconditional declaration of no objection from the Dutch Central Bank (DNB) in connection with the update of the corporate holding structure. The proposed update is subject to shareholder and certain other regulatory approvals.

Extraordinary General Meeting

Flow Traders will propose the update to the corporate holding structure to shareholders at an Extraordinary General Meeting, scheduled to take place on Friday 2 December 2022 at 14.00 CET. This meeting will be held virtuallyⁱ. The detailed convening notice, agenda and other documentation relating to the meeting can be found at: www.flowtraders.com/investors/corporate-governance/agm.

Contact Details

Flow Traders N.V.

Investors
Jonathan Berger
Phone:         +31 20 799 6799
Email:        investor.relations@flowtraders.com

Media
Laura Peijs
Phone:         +31 20 799 6799
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

This press release is prepared by Flow Traders N.V. 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 N.V. 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.

Market Abuse Regulation

This press release contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

ⁱ The meeting will be held on a virtual basis unless the temporary legislation which allows for such virtual meetings is no longer in force at the time of the EGM, in which case the meeting will take place physically in the Auditorium at the INIT Building at Jacob Bontiusplaats 9, 1018 LL Amsterdam, the Netherlands.

Attachment

• Proposed Update to the Corporate Holding Structure - Press Release