Iris Financial - Convenes Extraordinary General Meeting in connection with the migration to Luxembourg and preparation of the closing of the business combination with Younited S.A.

29 Nov 2024 08:00 CET

Iris Financial

PO Box 10240

Harbour Place, 103 South Church Street

Grand Cayman

KY1-1002

Amsterdam, the Netherlands – 29 November 2024

Iris Financial – Convenes Extraordinary General Meeting in connection with the migration to Luxembourg and preparation of the closing of the business combination with Younited S.A.

Iris Financial (the “Company”) announces that it has called an extraordinary general meeting of shareholders (“EGM”) to be held on 12 December 2024 before the Luxembourg civil law notary in Luxembourg.

The purpose of the EGM is for the shareholders to approve the transfer of the registered office, central administration and effective seat of management of the Company from the Cayman Islands to Luxembourg and matters in preparation for the closing of the business combination with
Younited S.A. (the “Business Combination”) (which remains subject to the satisfaction of regulatory and customary closing conditions).

All the proposals on the agenda and additional information regarding the EGM are included in the notice for the EGM (the “Notice”). The Notice is available on the Company's website, accessible via the following link: http://www.irisfinancial.co.

In addition, the Company has published a shareholders' letter on its website in order to update investors on progresses made with respect to the procedure relating to the authorization by the European Central Bank (“ECB”) and the French Banking Authority (“ACPR”) of the acquisition of Younited. On 26 November 2024, the ACPR deemed the application submitted by the Company to be complete. Separately, the Company expects to receive from the ACPR an exemption from the requirement to be approved as a financial holding company, with the ACPR requiring the Company to be comprised within the same prudential consolidation perimeter as Younited. In addition, there are ongoing discussions between Younited and the ACPR regarding requirements that the ACPR may impose on Younited's banking license to ensure that its funding sources are diversified, and that its liquidity position is satisfactory.

Furthermore, Company and Younited S.A. agreed to amend the business combination agreement, dated 7 October 2024 (the “BCA”) to reflect certain technicalities required to finalize the deal. The amendment agreement to the BCA will be made available on the Company's website.

Shareholders will be entitled to attend and vote at the EGM, provided they are registered as a shareholder on today's date (29 November 2024) at 17:30 CET, after the processing of all settlements.

About Iris Financial

More information about the Company, including the Company's initial public offering prospectus dated 26 April 2022, which was approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"), can be found on the Company's website http://www.irisfinancial.co.

DISCLAIMER

This announcement contains information that qualifies, or may have qualified, as inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014 on market abuse.

This announcement may include forward-looking statements, which are based on the Company's current expectations and projections regarding a business combination, the business, the economy and other future conditions of the Company and speak only as of the date hereof. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "aims", "forecasts", "continues", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy plans, objectives, goals, future events, or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as at the date at which they are made and the Company undertakes no obligation to update these forward-looking statements.

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