Flow Traders : Convening Notice Special General Meeting September 2023

Convening notice

Flow Traders Ltd. (the "Company") is pleased to invite its Shareholders to the Special General Meeting (the "General Meeting") to be held in the Auditorium at the INIT Building at Jacob Bontiusplaats 9, 1018 LL Amsterdam, the Netherlands on 14 September 2023 at 14:00 CEST.

In this convening notice, references to "shareholder(s)" and "holder(s) of shares" shall, as the context may require, include persons holding their beneficial interests in common shares in the capital of the Company through Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (Euroclear Nederland).

Agenda and explanatory notes

1. Opening and announcements
2. Composition of the Board - Proposal to elect Mrs. Hermien Smeets-Flier to the Board (voting item)
   In accordance with the Bye-Laws of the Company, the Board nominates Mrs. Hermien Smeets- Flier for election as a member of the Board as Executive Director and Chief Financial Officer (CFO) with effect from 14 September 2023 or a date thereafter following the required regulatory approval for a fixed term until the date of the Company's Annual General Meeting of shareholders to be held in 2027.
   Mrs. Smeets-Flier (age: 51) is a Dutch national. Mrs. Smeets-Flier has over 20 years of experience leading and scaling finance, risk, control and operational functions across insurance and asset management firms as well as broad expertise in providing audit, financial and M&A advisory services to listed companies. She also has extensive board experience having served on several Supervisory and Management Boards and Risk and Audit committees during her career. Prior to joining Flow Traders, Mrs. Smeets-Flier served as Chief Financial and Risk Officer and member of the Management Board at Achmea Investment Management, where she was responsible for finance, operations, IT, legal and risk functions as well as managing Achmea IM's regulatory agenda. Before that, she served as Chief Financial Officer at AEGIS London, during this role she also served as Deputy Chair of the Finance Committee of the Lloyd's Market Association. Prior to joining AEGIS London, Hermien served as Chief Financial Officer at Amlin Underwriting Ltd. where she was part of the strategic transition of the firm through various M&A transactions. She started

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her career at KPMG, where for 15 years she provided audit, financial, and M&A advisory services to listed companies.

The Board proposes to elect Mrs. Smeets-Flier for election in view of her extensive experience in audit, finance and M&A within regulated businesses combined with international and cross- functional expertise in risk, control and operations. The proposed election takes the Board Profile and the Diversity, Equity & Inclusion Policy into account. Mrs. Smeets-Flier will join Flow Traders B.V. as Finance Director on 17 July 2023 until her election as member of the Board as Executive Director and CFO.

Mrs. Smeets-Flier does not own any shares in the Company's share capital.

The Board is pleased that Mrs. Smeets-Flier is available to join Flow Traders and help shape the company's future by leading and further structuring the company's audit, finance and business development practices and initiatives.

The remuneration of Mrs. Smeets-Flier shall be in accordance with the Company's existing Remuneration Policy as approved by the shareholders during the 2023 Annual General Meeting of shareholders which was held on 26 April 2023. In accordance with best practice provision 3.4.2 of the Dutch Corporate Governance Code, the main elements of the board agreement with Mrs. Smeets-Flier (as applicable after her election) are available on the Company's website (www.flowtraders.com), by clicking on the "Investors" tab and navigating to "Corporate Governance" and then to "AGM".

3. Any other business and closing

***

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Additional information

The agenda with explanatory notes, and the instructions for attendance at the General Meeting will be available on the Company's website (www.flowtraders.com), by clicking on the "Investors" tab and navigating to "Corporate Governance" and then to "AGM". The information mentioned can be obtained via e-mail or free of charge via the Company. Furthermore, the information mentioned can be requested in physical form, if desired, by notifying Investor Relations at the email address stated below.

Addresses

Flow Traders Ltd.

Investor Relations

Email:[e-mail]

Record Date

A person who is registered as a shareholder of the Company on Thursday 17 August 2023 after close of trading and processing of all settlements (the "Record Date") and has timely registered (as described below) will be considered as having the right to participate in the General Meeting. The administration of the relevant financial intermediary under the Dutch Securities Giro Transfer Act (Wet giraal effectenverkeer) ("Intermediary" or "Intermediaries") shall be consulted to determine which persons are deemed to be registered shareholders of the Company as per the Record Date.

Registration

Holders of common shares (or their authorized representatives) who wish to attend the General Meeting, must notify ABN AMRO Bank N.V. ("ABN AMRO"), through the Intermediary, that they wish to attend the General Meeting. Shareholders may also register for the General Meeting via www.abnamro.com/evoting. Registration requests may be submitted following the Record Date (Thursday 17 August 2023) and no later than Thursday 7 September 2023 at 17:00 CEST.

No later than Friday 8 September 2023, 13:00 CEST the Intermediaries must provide ABN AMRO via www.abnamro.com/intermediarywith an electronic statement containing the number of shares held by the respective shareholders on the Record Date and for which number of shares registration for the General Meeting is requested.

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Voting through internet/proxy

A shareholder can choose to give a proxy and voting instruction to IQ EQ Financial Services B.V. (an independent third party within the meaning of article 4.3.2 of the Dutch Corporate Governance Code) or any other party to their own discretion, to vote on behalf of the shareholder during the General Meeting. Electronic voting instructions can only be given via www.abnamro.com/evotingand need to be received on Thursday 7 September 2023 by 17:00 CEST.

Shareholders may also grant a written proxy and voting instruction by using a proxy form which is available at www.flowtraders.com/investors/corporate-governance/agm.In order to vote by proxy shareholders must have registered their shares as described above. After completion and signing, the proxy form should be sent by email to [e-mail], together with a statement of entitlement provided by the shareholder's financial intermediary confirming the number of shares held at the record date, no later than Thursday 7 September 2023 at 17:00 CEST.

For further information please visit our website www.flowtraders.comor contact Investor Relations:

Eric Pan

Telephone: [phone]

Email:[e-mail]

The Board

Amsterdam, the Netherlands

14 July 2023

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