Iris Financial - Changes in Share Capital and Delisting of Unit Shares

21 Nov 2024 18:40 CET

Iris Financial

PO Box 10240

Harbour Place, 103 South Church Street

Grand Cayman

KY1-1002

Amsterdam, the Netherlands – 21 November 2024

Iris Financial – Changes in Share Capital and Delisting of Unit Shares

Iris Financial (the “Company”) announces that several changes in its share capital will take place on 25 November 2024.

In connection with the business combination with Younited S.A. (the “Combination”), the Company, Ripplewood Holdings I LLC (the “Sponsor”) and SRP Management LLC (together with the Sponsor, the “Subscribers”) previously entered into a backstop arrangement. Pursuant to this backstop arrangement the Company will issue 9,002,780 ordinary shares in its share capital in total to the Subscribers (the “Ordinary Shares”). These Ordinary Shares will not be admitted to listing and trading on Euronext Amsterdam until after the closing of the Combination.

The Company will also cancel all unit shares in its share capital (the “Unit Shares”). The 23,000,000 Unit Shares were all held as treasury shares after the completion of the exchanges of Unit Shares held by the Company's investors for Ordinary Shares and the Company's public warrants (the “Public Warrants”). As of Monday 25 November 2024, the Unit Shares will no longer be admitted to listing and trading as a class of securities on Euronext Amsterdam.

7 Public Warrants remained in the Company's treasury after the completion of the exchanges of Unit Shares for Ordinary Shares and Public Warrants due to rounding. These Public Warrants will also be cancelled on Monday 25 November 2024.

Finally, 4,350,000 Ordinary Shares held in the Company's treasury will be cancelled.

About Iris Financial

More information about the Company, including the Company's Circular dated 8 November 2024, 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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