Flowgroup : Conversion of Company Convertible Loan Notes

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Flowgroup plc

(the 'Company')

Conversion of Company Convertible Loan Notes

Flowgroup plc (AIM:FLOW) announces that on 24 April 2018, the Company issued the following preference shares of £1.00 each ('Preference Shares') upon the conversion of loan notes issued by the Company to Palm and Lombard Odier as part of its May 2017 fundraising (the 'Company Convertible Loan Notes'):

· 2,466,556 Preference Shares to Palm upon the conversion of 2,466,556 loan notes, and

· 1,781,402 Preference Shares to Lombard Odier upon the conversion of 1,781,402 loan notes

(in each case to their nominated entities).

The Company has also issued a further 881,742 Company Convertible Loan Notes to the nominated entities of Palm and Lombard Odier representing the amount of accrued but unpaid interest on the converted Company Convertible Loan Notes. The Preference Shares carry 83.33 votes per share at general meetings of the Company but are not entitled to participate in any dividend or distribution of the Company. On a winding up or dissolution of the Company the holders of the Preference Shares are entitled to be paid 100% of their nominal value in seniority and preference to the holders of the ordinary shares. The preference shares are unlisted. The full rights attaching to Preference Shares are outlined in detail in the Articles of Association of the Company.

Following the issue of the Preference Shares, the total number of voting rights in the Company is 1,777,580,291 comprising 353,996,498 attaching to the Preference Shares and 1,423,583,793 Ordinary Shares. This figure of 1,777,580,291 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure and Transparency Rules.

Following the issue of the Preference Shares and including votes attaching to Ordinary Shares the approximate percentage of total voting rights held by Palm and Lombard Odier is 16.68% and 13.22% respectively.

Enquiries

Definitions

In this announcement, 'Palm' and 'Lombard Odier' have the meanings given to them in the Company's announcement dated 10 April 2018.