Flow Traders N : 2021 EGM Convening Notice

Convening notice

Flow Traders N.V. (the "Company") is pleased to invite its shareholders to an Extraordinary General Meeting to be held on 10 September 2021 at 9:30 hours Amsterdam time.

Due to the measures implemented by the Government of the Netherlands in light of the Coronavirus (COVID-19) outbreak, the Company has decided to make use of the option to hold its Extraordinary General Meeting in the form of a virtual Extraordinary General Meeting.

This means that it will not be possible to attend the meeting in person. A live webcast will be broadcasted through www.flowtraders.com/investors. Shareholders will have the possibility to ask questions both prior to the Extraordinary General Meeting as well as during the Extraordinary General Meeting. For further information, please see below. Shareholders will not have the possibility to vote during the Extraordinary General Meeting. The Company therefore encourages shareholders to make use of the possibility to give voting instructions in advance of the Extraordinary General Meeting. The deadline for shareholders to provide such voting instructions is Friday 3 September 2021 at 17:00 hours (Amsterdam time).

The Company will continue to monitor developments closely (including in relation to the status of the emergency bill to hold virtual general meetings) and shareholders are advised to regularly check www.flowtraders.com/investorsfor any updates before the date of the Extraordinary General Meeting.

Agenda and explanatory notes

1. Opening and announcements
2. Composition Management Board: Proposal appointment of Mike Kuehnel as member of the Management Board and CFO (voting item)
   After assessing the composition of the Management Board, the Supervisory Board has concluded it wishes to further strengthen the Management Board with the addition of a Chief Financial Officer. Therefore, the Supervisory Board nominates for appointment a Chief Financial Officer, as announced in a press release dated 29 July 2021.
   It is proposed to appoint Mike Kuehnel (age: 44) as a member of the Management Board and Chief Financial Officer ("CFO") of the Company following the Supervisory Board's nomination for a term of four years starting on 10 September 2021.
   Mike Kuehnel joined Flow Traders B.V. as CFO on 1 August 2021 with all regulatory approvals having been received before. Prior to joining Flow Traders, Mike gained over 20 years of investment banking and strategy consulting experience in the

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global financial services and financial markets infrastructure space, both through senior roles at Goldman Sachs and at Bain & Company. He has a deep educational background in Accounting and Finance and extensive experience both as an M&A professional and strategy consultant. Most recently, Mike served as a partner at Bain & Company, where he successfully built, and led the firm's Investment Banking and Financial Markets Infrastructure practice for EMEA and where he acted as a senior member of Bain & Company's global M&A practice. As a core member of the firm's M&A practice, Mike focused particularly on major multi-year value creation programs and the accelerated build-up of internal M&A capabilities. In these roles, he worked closely with a broad variety of industry-leading clients globally amongst others around topics such as corporate strategy, and transformations, particularly focusing on financial markets infrastructure and, for the last few years, on crypto and digital assets as one of the global content co-leaders for these topics at Bain & Company. Before Bain & Company, Mike worked at Goldman Sachs, where he led large-scale equity and M&A transactions in the European banking, insurance, asset management, private wealth and financial markets infrastructure sector as a core member of the firm's European financial institutions group.

Mike Kuehnel is a German national who holds a Master of Business Administration (MBA) in Accounting and Finance from the University of Chicago, U.S.A., where he got awarded a J. William Fulbright scholarship. Prior to that, he obtained his Bachelor in Business Administration (BBA), majoring in Banking & Finance, from the Frankfurt School of Finance & Management in Frankfurt/Main, Germany. During his studies, he spent time at the University of New South Wales (UNSW) in Sydney, Australia, and the Keio University, Keio Business School, in Yokohama, Japan, predominantly focusing on portfolio theory and statistics of financial markets.

The Supervisory Board is pleased that Mike Kuehnel is available to join Flow Traders as the Company continues to grow and diversify to help shaping the Company's strategy, further structuring and initiating finance and business development initiatives. The proposed appointment takes the Equal Opportunity Policy (Diversity Policy) into account.

The remuneration of Mike Kuehnel shall be in accordance with the Company's existing Remuneration Policy as approved by the shareholders during the 2016 Annual General Meeting of shareholders which was held on 19 May 2016. The main elements of the arrangements with Mike Kuehnel (as applicable after his appointment) are set out in the Annex (in accordance with best practice provision 3.4.2 of the Corporate Governance Code).

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3. Any other business and closing

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Additional information

The agenda with explanatory notes and the main elements of the arrangements with Mike Kuehnel, and the instructions for attendance at the Extraordinary General Meeting will be available on the Company's website (www.flowtraders.com). The information mentioned can be obtained via e-mail, free of charge via the Company or via ABN AMRO Bank N.V., at the addresses stated below.

Addresses

Flow Traders N.V.

Investor Relations

E-mail: [e-mail]

ABN AMRO Bank N.V.

E-mail: [e-mail]

Record Date

A person who is registered as a shareholder of the Company on 13 August 2021 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 Extraordinary General Meeting. The administration of the relevant financial intermediary under the Dutch Securities Giro Transfer Act (Wet giraal effectenverkeer) shall be consulted to determine which persons are deemed to be registered shareholders of the Company as per the Record Date.

Voting through internet/proxy

A shareholder can choose to give a voting instruction to M.J.C. Arends, civil law notary in Amsterdam to vote on behalf of the shareholder during the meeting. The shareholders will not have the possibility to vote during the Extraordinary General Meeting. Electronic voting instructions can only be given via www.abnamro.com/evotingand need to be received on Friday, 3 September 2021 by 17:00 hours (Amsterdam time). The respective financial intermediaries are requested to provide ABN AMRO with an electronic statement that includes the number of shares held on the Record Date by the relevant Shareholder and the number of shares which have been applied for registration at the latest by Monday 6 September 2021 by 13:00 hours (Amsterdam time).

Webcast

The meeting will be webcast live and available in full for everyone via www.flowtraders.com/investors.

Submission of questions for the Extraordinary General Meeting

Shareholders entitled to vote can submit questions about the agenda items prior to the Extraordinary General Meeting via [e-mail] Wednesday 8 September 2021 by 12:00 hours (Amsterdam time). These questions will be answered during the Extraordinary General Meeting and published on the website. Questions and answers will be clustered by the Company as much as possible per relevant theme. In addition, Shareholders may

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ask follow-up questions during the meeting via [e-mail] this cannot reasonably be asked given the circumstances. The Chairman of the meeting may further determine this in the interest of the order of the Extraordinary General Meeting.

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

Jonathan Berger

Telephone: [phone]

E-mail: [e-mail]

The Supervisory Board

The Management Board

Amsterdam, the Netherlands

29 July 2021

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