Proposed Acquisition, Subscription and Suspension

This Announcement is for information purposes only and does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for, otherwise acquire or dispose of any securities in Fiinu Plc or any other entity in any jurisdiction. Neither this Announcement nor the fact of its distribution shall form the basis of, or be relied on in connection with, any investment decision in Fiinu Plc.

The information contained within this Announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 which forms part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

6 August 2025

Fiinu Plc

("Fiinu" or "the Group" or "the Company")

Proposed Acquisition and

Proposed Subscription to raise c.£0.8 million

Temporary Suspension of Trading in the Company's ordinary shares on AIM

The Directors of Fiinu Plc (AIM: BANK) are pleased to announce the proposed acquisition of Everfex P.S.A. ("Everfex") for an aggregate total consideration of up to £12.0 million ("Proposed Acquisition"). The initial consideration, of £8.0 million, is to be satisfied through the issue of 80,000,000 new ordinary shares in the capital of the Company ("Consideration Shares") to the sole owner of Everfex, Granicus Holdings O.Ü ("Granicus Holdings"), at a price of 10p per Consideration Share (the "Issue Price"). Additional consideration of £4.0 million may be payable, subsequent to 1 January 2026, if Everfex achieves certain performance criteria, which would be satisfied through the issue of 20,000,000 new ordinary shares in the Company ("Additional Consideration Shares") at an issue price of 20p per Additional Consideration Share.

In addition, the Company intends to raise approximately £0.8 million, by way of a conditional subscription ("Subscription") of new ordinary shares in the capital of the Company ("Subscription Shares") at the Issue Price.

The Proposed Acquisition, if completed, will constitute a reverse takeover of the Company under the AIM Rules and is, therefore, subject to the approval of the Company's shareholders in General Meeting. The Proposed Acquisition is subject to shareholder approval and it is proposed that the enlarged issued share capital of the Company will be admitted to trading on AIM ("Admission").

About Everfex:

·      Everfex is an FX brokerage firm which executed over $1 billion in spot, swap, and forward contracts traded in 2024.

·      It is a profitable and scalable business, with unaudited results showing over £600,000 profit before tax for the four-month period ending 30 April 2025. In addition its SME client base grew 1,300% in 2024.

·      Everfex is a recently incorporated company that acquired the business, trade and certain assets of Stały Kurs sp. z.o.o. ("Stały Kurs") on 1 January 2025. As part of the Stały Kurs acquisition, Everfex purchased the right to use the Stały Kurs name and will continue to trade as Stały Kurs in Poland.

·      Stały Kurs was established in September 2019, in Poland, to provide currency hedging solutions. The business serves small and medium-sized businesses exposed to Polish Zloty fluctuations against all major currencies. Over the years Stały Kurs had developed into a key player in the Polish market, specialising in supporting import and export businesses with currency exchange.

·      Stały Kurs has demonstrated year-on-year growth in revenue and profitability, primarily driven by the expansion of its client base and improved operational efficiency.

·      At the end of Q2 2023, a new management team, led by CEO, Karol Oleksa, restructured aspects of the Stały Kurs business and introduced a more robust governance and risk management framework. As part of this restructuring the previous CEO left the business in Q2 2023, and sold his shareholding in Stały Kurs.

·      In late 2024, the business underwent a restructuring in preparation for its transfer to Everfex, and in July 2025 the then owners of Everfex (being the Beneficial Owners) transferred Everfex to Granicus Holdings, which entity has entered into the sale and purchase agreement (the "Acquisition Agreement") for the sale of Everfex to the Company.

·      Whilst Everfex has experienced good traction and recent growth in the SME market, it intends to broaden its service offering into regulated foreign exchange payment services. As part of this service offering expansion, Everfex is considering obtaining the necessary licences, in order to enable it to provide additional brokerage and payments services.

Proposed Fundraising:

·      The Company is seeking to raise approximately £0.8 million by way of a conditional cash subscription through the issue of Subscription Shares at the Issue Price.

·      Following their issue, the Subscription Shares will represent approximately 2.12% of the enlarged issued share capital.

·      The Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares.

Proposed Board Changes

On completion of the Proposed Acquisition, it is intended that Mark Wallace and Sami Kalliola will be appointed to the Board.  In addition, Dr Feyzullah Egriboyun, the current CFO, has served notice to the Company today that he intends to leave the Company, to move to the USA for family reasons, with effect from 22 August 2025. The search for a replacement has already begun, and in the meantime, Michael Hopton, who has been recently appointed as Chief Operating Officer (a non-Board position), will act as the interim CFO (supported by Simon Leathers, who is Chair of the Audit Committee). Dr Egriboyun has agreed to work with the Board to ensure an orderly handover. As a result, at Admission, the Board will comprise two executive directors and three Independent Non-Executive Directors.

Temporary Suspension of Trading in the Company's ordinary shares on AIM

As noted, the Proposed Acquisition will constitute a reverse takeover under the AIM Rules for Companies and is subject to shareholder approval in general meeting. Therefore, the Company's AIM securities will be suspended from trading on AIM with effect from 7.30 a.m. tomorrow, in accordance with the guidance note to AIM Rule 14, and will remain suspended until the Company has published an Admission Document in respect of the proposed enlarged entity. 

Further announcements will be made as appropriate.

Dr Marko Sjoblom, Chief Executive Officer of Fiinu, commented:

"The proposed acquisition of Everfex represents a significant step forward in Fiinu's strategic journey, broadening our presence in the foreign exchange market and strengthening our capabilities in serving SME customers across Europe. This transaction not only delivers a profitable and scalable business into the Group but also complements our technology-led strategy, particularly as we expand the reach of our Plugin Overdraft® and BaaS offerings. My objective, which is linked to my proposed new long-term incentive arrangements, is to increase the Company's valuation and share price by 1,000% within the next 36 months. The acquisition of Everfex is the first step toward achieving it.

"On behalf of the Board, I would like to thank Dr Feyzullah Egriboyun for his dedication and invaluable contribution as CFO during a period of profound change for Fiinu. We fully respect his decision to relocate to the USA for family reasons and wish him every success in the future.

"I am pleased that Michael Hopton, our recently appointed COO, will step into the role of interim CFO. Michael's last role was as a Managing Director at Standard Chartered, where he worked for 14 years. He brings extensive banking operations, risk, and transformation experience, alongside the support of our Audit Committee Chair, Simon Leathers, he will ensure a smooth and seamless transition as we continue to execute our three year growth plans with confidence."

Enquiries:

This Announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or SPARK or SP Angel or Oberon (as defined below).  Subject to the AIM Rules for Companies, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information contained in it is correct at any subsequent date.

SPARK Advisory Partners Limited ("SPARK") which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company. SPARK will not be acting for or otherwise be responsible to any person (including a recipient of this Announcement) other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Announcement or otherwise in respect of the Proposed Acquisition, Subscription or Admission or any transaction, matter or engagement referred to in this Announcement. The responsibilities of SPARK, as the Company's nominated adviser under the AIM Rules, are owed solely to London Stock Exchange plc and are not owed to the Company or any existing director, proposed director or shareholder or to any other person. In respect of any decision to acquire ordinary shares in reliance on any part of this Announcement or otherwise, SPARK is not making any representation or warranty, express or implied, as to the contents of this Announcement.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the UK by the FCA and is a member of the London Stock Exchange, is acting as joint broker to the Company. SP Angel will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Announcement or otherwise in respect of the Proposed Acquisition, Subscription or Admission or any transaction, matter or engagement referred to in this Announcement. The responsibilities of SP Angel as the Company's joint broker under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or any existing Director, proposed director or shareholder or to any other person. In respect of any decision to acquire ordinary shares in reliance on any part of this Announcement or otherwise, SP Angel is not making any representation or warranty, express or implied, as to the contents of this Announcement.

Oberon Capital is a trading name of Oberon Investments Ltd ("Oberon"), which is authorised and regulated in the UK by the FCA and is a member of the London Stock Exchange, is acting as joint broker to the Company. Oberon will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of any part of this Announcement or otherwise in respect of the Proposed Acquisition, Subscription or Admission or any transaction, matter or engagement referred to in this Announcement. The responsibilities of Oberon as the Company's joint broker under the AIM Rules are owed solely to London Stock Exchange plc and are not owed to the Company or any existing director, proposed director or shareholder or to any other person. In respect of any decision to acquire ordinary shares in reliance on any part of this Announcement or otherwise, Oberon is not making any representation or warranty, express or implied, as to the contents of this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on SPARK and/or SP Angel and/or Oberon by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, none of SPARK, SP Angel or Oberon accepts any responsibility whatsoever for the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the ordinary shares, the Proposed Acquisition, the Subscription or Admission. SPARK, SP Angel and Oberon all accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.

Forward Looking Statements

Certain statements made in this Announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this Announcement. The forward-looking statements made in this Announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this Announcement except as required by law or by any appropriate regulatory authority.

IMPORTANT INFORMATION

Overseas Shareholders

The distribution of this Announcement and any other documentation associated with the Subscription into jurisdictions other than the United Kingdom may be restricted by law.  Persons into whose possession these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

The Subscription Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the Subscription Shares in the United States.  The Subscription Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act.  The Subscription Shares and the Consideration Shares (together, "New Ordinary Shares") have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements.  There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, or the Republic of South Africa.

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares.  In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

Other

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

All references to time in this Announcement are to London time, unless otherwise stated.

BACKGROUND TO AND REASONS FOR THE PROPOSED ACQUISITION

The Board believes Everfex to be a strong acquisition opportunity for the following reasons:

Profitability and Revenue Generation:

The Proposed Acquisition will enable the Group to transition from pre-revenue to revenue generation and, it is anticipated, ultimately to profitability. Everfex has a proven market presence and a rapidly growing customer base.

Market and Product Expansion:

The Proposed Acquisition will allow the Group to broaden its presence and product offering in the financial services sector, specifically within the foreign exchange market. Within the European Economic Area, there are multiple other countries which have not adopted the Euro. Hence, there is a large potential market of SMEs that need foreign exchange hedging services and the Group will consider opportunities to enter those markets, subject to obtaining any relevant licences.

Talent Acquisition:

Everfex is managed and staffed by a team of experienced sales professionals whose specialised trading and client management skills will strengthen the Group's service capabilities and operational efficiency. Furthermore, the wider Group should benefit from additional local technical resources and a talent pool of Polish software developers, who make up a quarter of the total European software developer talent pool.

Diversification:

By diversifying the Group's business and product portfolio with the inclusion of a profitable foreign exchange brokerage, the Group will reduce its reliance on current market BaaS and retail banking segments and geographical exposure to the UK, thereby diversifying risk and enhancing overall financial stability.

Additional Technology Sales:

The acquisition of Everfex and the integration of its sales resources should enhance the Group's technology sales capabilities and geographical reach, particularly for the Plugin Overdraft® platform or BaaS sales. By integrating Everfex's resources and expertise, the Company expects the Group's ability to identify and follow up opportunities will enhance the potential to distribute the Plugin Overdraft® platform and BaaS technologies across Europe through sales partnerships.

INFORMATION ON EVERFEX

Everfex is a recently incorporated company, that acquired the business, trade and certain assets of Stały Kurs on 1 January 2025. As part of the Stały Kurs acquisition, Everfex purchased the right to use the Stały Kurs name and will continue to trade as Stały Kurs in Poland.

Stały Kurs was established in September 2019, in Poland, to provide currency hedging solutions. The business serves small and medium-sized businesses exposed to Polish Zloty fluctuations against all major currencies. Over the years Stały Kurs had developed into a key player in the Polish market, specialising in supporting import and export businesses with currency exchange. Stały Kurs has demonstrated year-on-year growth in revenue and profitability, primarily driven by the expansion of its client base and improved operational efficiency.

At the end of Q2 2023, a new management team, led by CEO, Karol Oleksa, restructured aspects of the Stały Kurs business and introduced a more robust governance and risk management framework. As part of this restructuring the previous CEO left the business in Q2 2023, and sold his shareholding in Stały Kurs. In late 2024, the business underwent a restructuring in preparation for its transfer to Everfex, and in July 2025 the then owners of Everfex  transferred Everfex to Granicus Holdings, which entity has entered into the Acquisition Agreement for the sale of Everfex to the Company.

Market Position and Competition

Everfex's primary competitors are Polish banks, which offer currency hedging to large corporations via the interbank market. Today, Poland hosts 29 commercial banks, 491 cooperative banks, and 34 branches of foreign banks and credit institutions. While commercial banks predominantly serve large local corporations, Everfex targets the underserved Polish SME sector. Everfex distinguishes itself by offering SMEs competitive foreign exchange spreads, greater flexibility, and swift responsiveness to client needs. Everfex currently operates as an unregulated business in accordance with certain exemptions under Polish financial services regulations and MiFID II. Whilst Everfex has experienced good traction and recent growth in the SME market, it intends to broaden its service offering into regulated foreign exchange payment services. As part of this service offering expansion, Everfex is considering obtaining the necessary licences, in order to enable it to provide additional brokerage and payments services.

Economic Context and Opportunities

The Polish economy is increasingly integrating into the global market, evidenced by a rising export-to-GDP ratio, which grew from 46.0% in 2013 to 52.3% in 2024 with a high of 62.4% of GDP in 2022, consistently exceeding 50% since 2016. Similarly, the import-to-domestic demand ratio has been close to or exceeded 50% since 2017, reaching 60.7% in 2022 and comprising 48.3% of GDP in 2024, up from 45.1% in 2015. These trends highlight the rapid globalisation of the Polish economy. Everfex aims to capitalise on this trajectory and position itself as the preferred partner for SMEs seeking currency risk management solutions.

Corporate Developments

Under the leadership of Karol Oleksa, Everfex has successfully implemented its strategic plans, achieved profitability and built a substantial sales pipeline, although margin capital constraints have limited growth. Everfex focuses exclusively on offering currency risk management services to Polish import and export companies.

Milestones and Achievements in 2024

1.         The business achieved the first profitable full operational year with an unaudited operating profit of c. PLN 6.57 million for the period from 1 January 2024 to 31 December 2024.

2.         There was growth of over 1,300% in the total number of SME clients profits for the period from 1 January 2024 to 31 December 2024, with approximately 2,300 new clients gained in 2024, giving a total number of Everfex clients at the year end of approximately 2,500.

Everfex Growth Strategy

Everfex has identified three key areas of its growth strategy: organic growth, product diversification, and geographical expansion.

•          Margin capital limitations: The growth of the foreign exchange brokerage business has been constrained by working capital limitations. Becoming part of the Enlarged Group (comprising the Company and its current group and Everfex following completion of the Proposed Acquisition) is intended to help address this growth capital issue, allowing the business to grow organically.

•          Product diversification: Everfex has recently entered into a subcontractor BaaS partnership agreement with a European Central Bank-licensed bank supervised by the Bank of Belgium, which has a branch bank licence in Poland.

•          Geographical Expansion: Subject to the availability of working capital and regulatory licences, Everfex will seek to extend its operations organically in the next 24 months beyond Poland, likely first expanding to Hungary, Romania, and/or Bulgaria.

Everfex's product mix will remain consistent in the short to medium term, focusing on spot, forward, and swap transactions, complemented by trade finance and other cross-sell opportunities, as appropriate.

SUMMARY FINANCIAL INFORMATION ON EVERFEX

Due to the acquisition of the business, trade and certain assets and liabilities of Stały Kurs by Everfex on 1 January 2025 there is no formal historical financial information to be presented on Staly Kurs, for the three years ended 31 December 2024, as that corporate entity was not acquired by Everfex.

For the year ended 31 December 2024, the Stały Kurs business delivered unaudited revenue of PLN9.33 million (2023: PLN4.32 million), unaudited operating profit of PLN6.57 million (2023:PLN(2.11 million)) and had unaudited total equity and liabilities of PLN(2.23 million) (2023: PLN(6.15 million)).

At 31 December 2024, the Stały Kurs business had c. 2,500 clients, representing an increase of c.2,300 compared to 31 December 2023.

On 1 January 2025 Everfex purchased certain trade, assets and liabilities, including the trading name of the Stały Kurs business for a purchase consideration PLN100,000. The total net assets acquired, at book cost (which equates to fair value), was PLN6,058,693.

In the four months ended 30 April 2025, Everfex delivered unaudited revenue of PLN6,194,246 and made a profit before tax of PLN3,147,690.

SUMMARY FINANCIAL INFORMATION ON FIINU

During 2022, the Fiinu acquisition, which constituted a reverse takeover of the Company under the AIM Rules, was completed and the enlarged issued share capital re-admitted to trading on AIM. As part of the 2022 transaction Immediate Acquisition plc acquired Fiinu Holdings Limited's entire issued share capital for an aggregate total consideration of approximately £37.5 million, which was satisfied through the issue of consideration shares to the shareholders of Fiinu.

Group statement of comprehensive income

The Company's unaudited cash figure as at 30 June 2025 was £643,490.

During February 2025, Fiinu raised gross proceeds of £1.25 million through the issue of 12,500,000 new Ordinary Shares at a price of 10 pence per share, in response to market demand. During 2024 the Company applied to HMRC for R&D tax credits and the Company has subsequently received tax credits of c.£511,000 in respect of the year ending 31 December 2023.

CURRENT TRADING OF THE ENLARGED GROUP

The Company published its Annual Report and Accounts for the year ended 31 December 2024 on 23 May 2025, which explained that "2024 was a year of strategic transformation for Fiinu", following on from the Board's decision in 2023 to return its UK banking licence, and to shift towards a leaner, tech-focused model to preserve cash and seek white-label customers for its Plugin^® Overdraft product. As a consequence, in January 2025, Fiinu signed non-binding heads of terms with a UK bank for a white-label version of Fiinu's Plugin^® Overdraft product, the first such agreement with a third party, which is expected to launch in Q4 of 2025. At the same time, the Company has continued to seek out other such opportunities whilst working on the proposed acquisition of Everfex.

Since 1 January 2025, when Everfex completed the acquisition of the trade, business, assets and certain liabilities of Stały Kurs, the Everfex business has seen a period of significant increase in revenue, client numbers and transactions values in the first four months of 2025. These trends have carried through into the middle of the year and the Directors believe that the progress made in the first four months in gaining new accounts and increasing trade will be consolidated and maintained until the end of the financial year in December 2025.

Further trading updates will be announced as appropriate, including with Fiinu's half year results, for the six months to 30 June 2025, which will be published in September 2025.

STRATEGY OF THE ENLARGED GROUP

The strategy of the Enlarged Group will, in the short-term following completion of the Proposed Acquisition, comprise the following:

•          broadening the Group's presence and product offering in the financial services sector, specifically within the foreign exchange market, and enhancing Everfex's market and product penetration in this segment and strengthening its competitive position by seeking expansion into Eastern Europe;

•          expanding the Enlarged Group's foreign exchange services which may include trading, clearing, settlement, and comprehensive retail and SME banking services, by way of appropriate licences or sales partnership agreements. The Company anticipates that such expansion would begin with Poland, where Everfex currently operates and which is one of the fastest growing economies in Europe;

•          enhancing the Group's technology sales capabilities and geographical reach, particularly for the Plugin Overdraft® platform or BaaS sales;

•          enhancing the Enlarged Group's product suite by promoting the Group's Plugin Overdraft® platform alongside Everfex's existing services, with a view to delivering comprehensive BaaS solutions that meet the evolving needs of retail, SME and institutional clients;

•          building on the combined business networks of the Enlarged Group, to establish strategic partnerships to promote its service offerings and market reach, particularly in the Eastern European market;

•          leveraging the Group's AI capabilities alongside Everfex's technology, in order to increase innovation, improve operational efficiency, and ultimately to deliver superior user experiences for customers of the Enlarged Group.

On a medium-to long-term basis, the strategy of the Enlarged Group will be as follows:

•          subject to obtaining the necessary financing and regulatory approval from the PRA, to utilise the Group's technology, intellectual property, infrastructure and regulatory documentation to obtain a full UK deposit taking licence from the PRA, and ultimately to offer the Plugin Overdraft® product directly to UK customers;

•          partner with or make complementary acquisitions of other European fintech and/or financial services businesses, that will grow the customer base and/or the product portfolio;

•          subject to obtaining the necessary financing and regulatory approvals and licenses, where appropriate, in the relevant jurisdictions, to develop an international fintech banking and brokerage business encompassing trading, clearing, settlement, and comprehensive retail and SME banking services.

DIRECTORS, PROPOSED DIRECTORS AND KEY MANAGEMENT

Brief biographical details of the Existing Directors, Proposed Directors and senior management are set out below:

Existing Directors

David Hopton - Chairman (aged 75)

David is an experienced Board member with over 40 years experience in financial services. He is a former banker and regulator with extensive knowledge of financial services and governance. Prior to Fiinu, David's experience includes seventeen years at the Bank of England, twenty-two years in Senior Management teams in the UK banking industry and 12 years as a Non-Executive Director and External Adviser.

As a central banker, David was involved in research, policy, regulation, money and government bond markets, industrial finance and industrial relations, including two years at the Bank of International Settlement in Basel, as Secretariat to the G10 Governors Committee.

At Abbey National / Santander, David was the Deputy Head of Santander Global Banking and Markets UK, and a member of Santander UK senior management team. David was a member of ALCO, Risk and Executive Committees. David was responsible for a Short-Term Markets trading profit centre and for the management of short-term liquidity.

After retiring from executive management, David was appointed as an iNED for Punjab National Bank International Limited (PNBIL), a retail bank catering specifically to the needs of Indian communities in the UK, where as well as being Senior Independent Director David served as the Chair of Management Committee of Board and Chair of Board Risk Committee. David was also a member of the Audit and Compliance Committee and Nomination and Remuneration Committee. David also served as an iNED at Masthaven Bank in the UK.

Dr Marko Sjoblom - CEO (aged 54)

Marko is a successful second-time entrepreneur and the Founder of Fiinu. He is a former elite athlete with a doctorate in artificial intelligence and unbundling banking services. His fintech experience includes over 20 years on Wall Street and in the City of London including ten years with leading banking, treasury, risk and payments companies. He has served as a treasury steering committee member at four DAX-30 companies.

Prior to Fiinu, Marko founded one of the largest overdraft-style lenders in the UK which developed a fully automated software robot that lent and recovered over $1 billion in small increments in the UK without reliance on credit bureau data. His previous business was independently valued at $171 million after five years.

Prior to becoming an entrepreneur, Marko was a sales director at Reval, a Wall Street based hedge accounting and quant risk modelling platform. The company was acquired by Carlyle Group, through a $280 million leveraged buyout. Marko was a director at Kyriba, an in-house bank and payment factory SaaS platform which became a unicorn after receiving a $160 million investment from Bridgepoint Capital. Marko was also with Trema for six years, helping large incumbent banks and corporate treasuries to manage their risk through straight-through-process automation. The company was acquired by Warburg Pincus, through a $150 million leveraged buyout in 2006 and later by ION Group.

Simon Leathers - Senior Independent Non-Executive Director (aged 50)

Simon is a Senior Corporate Finance / Capital Markets professional with over 20 years of experience advising and executing a wide range of corporate finance transactions, with roles including Main Market Sponsor, AIM NOMAD and Takeover Code (Rule 3) adviser. An agile and highly commercial PwC trained FCA and Chartered MCSI with a broad range of public and private company corporate finance experience across a range of industry sectors, most notably the IT and natural resource sectors.

At Fiinu, Simon brings his experience in the finance and capital markets sector to Fiinu PLC as an iNED, having previously fulfilled the same role with Immedia Group PLC.

Outside of Fiinu, Simon works as the Finance Director of Oxford Nanoimaging Limited, a super resolution microscopy company. Prior to moving into industry in 2019, Simon provided PLC and Lead Advisory services with BDO LLP, an international accountancy and business advisory firm, and several Equity Capital Market brokerages. During this time Simon acted as an AIM nominated adviser for over seven years and an LSE Main Market Sponsor for over three years. Through his various roles, Simon has regularly advised company boards on capital markets and corporate action matters.

Dr Feyzullah Egriboyun - Chief Financial Officer (aged 53)*

Feyz is a finance professional with 25+ years of experience in international finance. He has broad knowledge of quantitative finance, capital markets, treasury, financial institutions, investor relations, retail banking, Islamic banking, and digital banking.

Feyz started his career as a Quantitative Analyst at Credit Suisse First Boston in NY City. Having worked at various international investment banks in NYC, he later moved to London to continue his career in banking. After spending some time in his native Turkey as a finance professor and a bank executive, Feyz moved back to London and has been a Finance leader at various institutions. He played an instrumental role in creating a digital retail bank project, helping the organisation get a deposit-taking bank licence from the Bank of England regulators, the PRA and the FCA. He has also taught finance and banking at different institutions.

Trained as an engineer and mathematician at Bogazici University of Turkey, Feyz brings a blend of technical and financial expertise to his roles. He received his MS and PhD degrees in Mathematical Finance from Carnegie Mellon University in the US. Apart from his academic degrees, he is a CIMA-qualified management accountant and holds an FRM (Financial Risk Manager) designation by the GARP (Global Association of Risk Professionals). Equally adept at creating a complex Excel model, writing Python code snippets when necessary, or presenting finance strategy in boardrooms, Feyz is a hands-on finance leader with a deep understanding of different aspects of finance.

Feyz is a global citizen, having citizenship in the United States, the United Kingdom, and Turkey. This international background has shaped his perspective and given him a deep understanding of different cultures and business environments.

*Dr Egriboyun has served notice to the Company today that he intends to leave the Company, to move to the USA for family reasons, with effect from 22 August 2025. The search for a replacement CFO has already begun, and in the meantime, Michael Hopton, who has been recently appointed as Chief Operating Officer (a non-Board position), will act as the interim CFO, supported by Simon Leathers, who is Chair of the Audit Committee. Dr Egriboyun has also agreed to work with the Board to ensure an orderly handover.

Proposed Directors

Mark Andrew Wallace - Independent Non-Executive Director (aged 66)

Mark is the founder and Managing Partner of MWRS, Switzerland, a risk and business services advisory company with an international client base. He is a senior risk and board executive with extensive strategy and turnaround experience in a Tier 1 Investment Banking and Hedge Fund environment. He has a strong track record in enhancing profitability, executing significant risk and operational turnarounds, managing hostile, forensic regulatory investigations, and delivering low-cost operations in Investment Banking and Asset Management environments. Mark has extensive M&A experience and has led numerous due diligence acquisition, divestment and integration assignments.

Prior to founding MWRS, Mr. Wallace was head of risk for Credit Suisse's Asset Management Division. Previously, he was at UBS Global Asset Management, where he most recently served as Chief Operating Officer, managing the back and middle office functions for UBS's asset management operation and acting as Chairman of UBS O'Connor's alternative and quantitative businesses in London. Prior to this role, Mark was Chief Risk Officer for UBS Investment Bank and, since October 1994, headed the Risk Control function. Mark joined the then Swiss Bank Corporation in January 1991, at the time of the joint venture with O'Connor, and was instrumental in establishing the Market Risk Control function in the Investment Bank. Prior to joining UBS, Mark held various posts at HSBC Group, encompassing audit, risk control and corporate finance. Mark has served 9 years on the Global Association of Risk Professionals (GARP) Board of Trustees and continues supporting GARP on key strategic initiatives.

Since 2019, Mark has been making private equity investments and helping start-up companies in the fintech arena gain traction and grow. He is a Chartered Accountant and a Chartered Tax Adviser. He holds a BSc in Economics from the London School of Economics. Mark was the GARP Risk Manager of the Year 2002.

Sami Sebastian Kalliola - Chief Strategy Officer (aged 54)

Sami Kalliola has 20 years of experience in senior management and C-level positions in B2B and B2C, including 15 M&As. He has empirical experience in business development and strategy and proven skills internationally across different industries, such as Fintech, Telecom and EduTech.

Alongside his role at Fiinu, Sami is a part-time Managing Director of Sandermoen AG, a family office in Switzerland. His previous positions include board member at the University of Fredericton in Canada and senior leader at Multitude Group, Swissphone Carrier AG, Visko Teepak Deutschland GmbH, Investis Life Oy & AG, Oy Eniro Finland AB, and Elisa & Saunalahti. He has been the main negotiator and sell-side co-owner of multi-million EUR exit transactions in the Baltics, Finland, and Canada and a Board member in three financially licensed entities (Asia, India, and Africa). He also has experience in unsecured loan portfolio ownership in the Americas, Africa, Asia and Russia. He studied business economics at Svenska Handelsläroverket in Finland, majoring in foreign trade.

Senior Management

Karol ("Charlie") Aleksander Oleksa - Chief Executive Officer of Everfex

Charlie is a successful entrepreneur and co-founder of Stały Kurs, specialising in currency risk management and financial solutions for international trade. With a strong foundation in mathematics and finance and certifications as a Securities Broker and Certified International Investment Analyst (CIIA), Charlie combines technical expertise with strategic vision.

Since taking over the company's day-to-day management as the Chief Executive two years ago, Charlie has achieved remarkable turnaround and success, including, but not limited to, client volume growth to over 2,000 registered clients and over $320 million in credit limits issued. Under his management, the business has settled over $1 billion in transactions and turned from a loss-making company into a profitable one with a net profit of about $0.65 million in 2024.

Before founding Stały Kurs, Charlie was a two-time Polish golf champion and competed in golf Mini-Tours across the EU. He leveraged his discipline and analytical mindset to build a transformative business in the financial services sector. Charlie graduated from Queen Mary University of London in Mathematics.

Michael Hopton - Chief Operating Officer

Michael is a seasoned banking Chief Operating Officer with over two decades of experience spanning sales, risk management, operations, and technology across leading global financial institutions.

His early career included roles at Citigroup, Société Générale, and Barclays Capital, where he worked across capital markets in sales and operations. In the latter half, he held senior Financial Markets COO positions at Standard Chartered, where he led global operational teams, supporting corporate and institutional clients. He also spearheaded initiatives in sales strategy and analytics, digital transformation, and major regulatory and technology change programs.

With a degree in Molecular Cell Biology and a Master's in Business from the University of Nottingham, he brings a strong analytical mindset and a passion for innovation.

Michael Hopton joined the Group in July 2025.

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