COMPLETION OF THE UPDATE OF THE COMPANY’S HOLDING STRUCTURE

Flow Traders Ltd

COMPLETION OF COMPANY HOLDING STRUCTURE TO UPDATE

Amsterdam, Netherlands – Flow Traders GmbH. (Euronext: RIVER) announced the completion of To update to it is corporate holding structure, the following receipt of Shareholder approval fulfilling Everyone official and others usual closing conditions. As a result of updating the company’s holding structure, Flow Traders‘ top holding 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. At market open on 16 January 2023 Flow Traders Ltd shares will start trading.

As part of the update of the holding structure, Flow Traders confirms that the Netherlands is its home Member State within the meaning of Directive 2004/109/EC (the Transparency Directive) and in accordance with Article 5:25a (2) of the Dutch Financial Markets Authority Act.

In accordance with the laws of Bermuda, Flow Traders Ltd. a single-tier board structure composed of executive directors and non-executive directors.

The Flow Traders Board includes the following members upon completion of the update of the Company’s holding structure:

• Rudolf Ferscha – Independent Non-Executive Director and Chairman of the Board

• Linda Hovius – Independent Non-Executive Director and Chair of the Compensation and Nominations 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 Chairman of the Trade and Technology Committee

• Roger Hodenius – Non-Executive Director

• Dennis Dijkstra – Chief Executive Officer and Managing Director

• Mike Kuehnel – Chief Financial Officer and Executive Director

• Folkert Joling – Chief Trading Officer and Managing Director

Given the increased time commitment expected of a member of a one-tier Board of Directors and taking into account her new executive and other non-executive roles, Ilonka Jankovich has resigned as a member of the Supervisory Board. The Board has already initiated a search for a new independent Non-Executive Director to join the Flow Traders Ltd Board.

The story goes on

Rudolf Ferscha, CEO of Flow Traders, comments:
“On behalf of the Board of Directors, I would like to thank our shareholders for their overwhelming support of 96% of the votes cast for the resolutions to update Flow Traders’ holding structure. We would also like to express our thanks to the proxy advisors and shareholder representatives for their constructive engagement in developing balanced solutions. In addition, we would like to take this opportunity to express our sincere gratitude to Ilonka for her significant contributions and valued support throughout her tenure. We wish her all the best in her future endeavors. The board has already begun a search for a new independent non-executive director. We are focused on finding the most suitable candidate for this position and are committed to our recently enhanced Diversity, Equity and Inclusion Policy.”

IIOnka Jankovichadded:
“With the move to a single tier board following the update of the company’s holding structure, as well as the demands of my other managerial and non-executive roles, I realized I was not able to bring the best of my ability to Flow Traders. I have therefore decided that it would be appropriate to step down from my role at Flow Traders. It has been a great privilege to serve on Flow Traders’ board of directors and I firmly believe that the company is well positioned to capitalize on future growth opportunities.”

contact details

flow trader GmbH.

investors
Jonathan Berger
Telephone: +31 20 7996149
Email: [email protected]

media
Laura Peys
Telephone: +31 20 7996125
Email: [email protected]

About flow trader

Flow Traders is a leading global fintech-enabled financial products liquidity provider, historically specializing in Exchange Traded Products (ETPs) and now expanding into other asset classes. Flow Traders ensures the provision of liquidity to support the uninterrupted functioning of the financial markets. This allows investors to continue buying or selling ETPs or other financial instruments in all market conditions. We are continuously expanding our organization and ensure that our trading desks in Europe, America and Asia can provide 24/7 liquidity on all major stock exchanges worldwide. Founded in 2004, we maintain the entrepreneurial, innovative and team-oriented culture that has accompanied us since the beginning. Please visit www.flowtraders.com for more information.

Important legal information

An exempted limited liability company incorporated under the laws of Bermuda having its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, registered with the Bermuda company number: 202302127, having its registered office in the Netherlands and registered in the Netherlands company register as a non-resident company (formeel buitenlandse vennootschap).

This press release was issued by Flow Traders Ltd. created and is for informational purposes only. It is not a recommendation to engage in any investment activity and you must not rely on the contents of this document for any investment decision. The information in this document does not constitute legal, tax or investment advice and is not to be construed as marketing to investors or the marketing of any securities or financial instruments, an offer to buy or sell, or the solicitation of an offer to buy or buy any securities or financial instruments to sell.

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 guarantee the accuracy, adequacy or completeness of the information and materials and expressly disclaim liability for any errors or omissions. This press release is not and should not in any way constitute a binding or legal agreement or impose any legal obligation on Flow Traders. All intellectual property rights, including trademarks, are owned by their respective owners. All rights reserved. All title and interest in or relating to this publication is vested in Flow Traders. No part of this may be redistributed or reproduced without the prior written permission of Flow Traders.

This press release may contain forward-looking statements that 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 like “may”, “will”, “would”, “should”, “expect”, “intend”, “estimate”, “anticipate”, “forecast”, “believe”, “could”, “hope” , “Aim”, “plan”, “anticipate”, “aim”, “goal”, “potential”, “goal”, “strategy”, “goal”, “continue” and similar expressions or their negatives are used to describe these to identify 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 beyond Flow Traders’ control, including, but not limited to , the following: the occurrence of an event, the timing and completion of the update, including the receipt of regulatory approvals and Flow Traders shareholder approvals and the satisfaction of other conditions; the realization of anticipated benefits of the update and their timing; the risk that announcements related to the update could have an adverse impact on flow traders’ market price; the focus of management time and attention on the update and other disruptions resulting from the update, the volatility of the international market; changes in legislation; regulations and government policies; changes in taxes and tax rates; and material adverse changes in economic and industry conditions. Such factors could cause actual results, performance or developments to differ materially from those expressed or implied by the forward-looking statements. Accordingly, undue reliance should not be placed on forward-looking statements. Forward-looking statements speak only as of the date 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 any such statements are based, except as necessary is according to applicable law.

Financial targets are internal targets used by Flow Traders to measure its operational performance and should not be taken to mean that Flow Traders is targeting such metrics for any particular financial 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 assumptions about future business decisions, which are subject to change . As a result, Flow Traders’ actual results may differ from those financial targets, and such deviations could be material.

This press release is for informational purposes only, does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129, and does not constitute an offer to purchase any securities for sale to any US person or in any jurisdiction, and no related documents are being distributed to the public in any jurisdiction.

Flow Traders securities have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless with US Securities and Exchange Commission will register an applicable exception to 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 any securities in any jurisdiction where such offer, solicitation or sale is pending registration or qualification under unlawful would be the securities laws of that jurisdiction.

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