Iris Financial - Completion of Migration to Luxembourg and Change of Home Member State

12 Dec 2024 12:25 CET

Iris Financial S.A.

17, Boulevard Friedrich Wilhelm Raiffeisen

L-2411 Luxembourg

Grand Duchy of Luxembourg

Luxembourg, Grand Duchy of Luxembourg – 12 December 2024

Iris Financial – Completion of Migration to Luxembourg and Change of Home Member State

Iris Financial S.A. (the “Company”) announces that its shareholders have approved at an extraordinary general meeting held today before a Luxembourg notary in Luxembourg the transfer of the registered office, central administration and effective seat of management of the Company from the Cayman Islands to Luxembourg (the “Migration”) as well as other matters in preparation for the closing of the business combination with Younited S.A. (which remains subject to the satisfaction of regulatory and customary closing conditions). As a result, the Migration was successfully completed as of today and appropriate delegations were granted to the board of directors of the Company to approve the relevant matters on closing of the business combination.

In accordance with Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, as amended (the “EU Transparency Directive”) and the Luxembourg law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended (the “Transparency Law”), the Company confirms that its home member state for the purposes of the EU Transparency Directive and the Transparency Law is Luxembourg, as a consequence of, and with effect from, the Migration.

About Iris Financial

More information about the Company 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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