Publication of Circular:Notice of Requisitioned GM

Fiinu PLC

17 August 2026

 

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, until the release of this announcement.

17 August 2026

Fiinu Plc

("Fiinu" or the "Company")

Publication of Circular and Notice of Requisitioned General Meeting

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST BOTH OF THE REQUISITIONED RESOLUTIONS

Fiinu Plc (AIM: BANK) announces that, further to its announcement of 30 July 2026 regarding the receipt of a requisition notice from Granicus Holdings OÜ (the "Requisitioning Shareholder"), it will publish a circular (the "Circular") today, containing the notice of a Requisitioned General Meeting of the Company, which will shortly be available on the Company's website. In addition, the Circular, together with a Form of Proxy, for use at the Requisitioned General Meeting, will be posted to shareholders later today.

The Requisitioned General Meeting will be held at the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B 5DG at 11:00 a.m. on 11 September 2026. The Circular sets out the Requisitioned Resolutions proposed by the Requisitioning Shareholder and explains why the Board unanimously recommends that Shareholders VOTE AGAINST both of the Requisitioned Resolutions.

The Circular is available on the Company's website at https://fiinuplc.com/investors/ and the letter from the Chairman contained in the Circular is set out in full in the Appendix to this announcement. Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Circular, as set out at the end of this announcement.

Expected Timetable of Principal Events

Date of the Circular	17 August 2026
Circular and Form of Proxy posted to Shareholders	17 August 2026
Latest time and date for receipt of Form of Proxy and receipt of electronic proxy appointments via the CREST system or online voting at www.shareregistrars.uk.com for the Requisitioned General Meeting	11:00 a.m. on 9 September 2026
Record date and time for entitlement to vote at the Requisitioned General Meeting	11.00 a.m. on 9 September 2026
Date and time of Requisitioned General Meeting	11:00 a.m. on 11 September 2026

Other than the date of the Circular and the date of its posting to Shareholders, each of the dates in the above timetable is subject to change at the absolute discretion of the Company. References to time in this announcement are to London time except when otherwise stated. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by announcement through a Regulatory Information Service.

The Directors of the Company are responsible for the release of this announcement.

*ENDS*

For further information, please contact:

Fiinu Plc David Hopton (Chair) / Dr. Marko Sjoblom - CEO	Tel: [phone]
SPARK Advisory Partners Limited (Nomad) Mark Brady / Angus Campbell	Tel: [phone] Email: [e-mail]
Marex Financial (Joint Broker) Angelo Sofocleous / Keith Swann / Matt Bailey	Tel: [phone] Email: [e-mail]
Oberon Investment Limited (Joint Broker) Nick Lovering / Adam Pollock / Mike Seabrook	Tel: [phone]
Brazil (Financial PR) Joshua van Raalte / Christine Webb	Tel: [phone]

Appendix

LETTER FROM THE CHAIRMAN

FIINU PLC

(Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 04947859)

Directors: David Hopton (Chairman) Dr Marko Petteri Sjoblom (Chief Executive Officer) Michael Hopton (Chief Financial Officer) Simon Leathers, FCA (Senior Independent Non-Executive Director) Paul Barnes (Independent Non-Executive Director)

Registered Office: Ibex House Baker Street Weybridge Surrey KT13 8AH

17 August 2026

To Shareholders and, for information only, to holders of share options and/or awards under any of the Company's employee share schemes

Dear Shareholder,

Notice of Requisitioned General Meeting

1. Introduction

On 28 July 2026 your Board received the Requisition Notice requiring the Directors to convene a general meeting of the Company to propose resolutions to:

●     remove Dr Marko Sjoblom from office as a director of the Company; and

●  by way of an advisory resolution, to express the view that independent directors should review the Company's executive leadership and governance arrangements.

The Requisitioning Shareholder is Granicus Holdings OÜ, a company wholly owned by Mr Karol Oleksa and members of the Oleksa family, which holds 42,800,000 Ordinary Shares representing approximately 10.7 per cent. of the issued Ordinary Shares in the capital of the Company (as at 14 August 2026, being the latest practicable date prior to the date of publication of this document).

The purpose of this Circular is to explain why your Board unanimously recommends that you VOTE AGAINST the Requisitioned Resolutions.

We are writing to you to:

●   provide notice that the Requisitioned General Meeting is to be held at the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B 5DG at 11:00 a.m. on 11 September 2026; and

● explain to Shareholders why the Directors recommend that you VOTE AGAINST the Requisitioned Resolutions which are set out in the Notice.

2. The Requisitioned General Meeting and details of the Requisitioned Resolutions

The Notice convening the Requisitioned General Meeting of the Company, to be held at the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B 5DG at 11:00 a.m. on 11 September 2026, is set out at the end of the Circular. The Requisitioned Resolutions will be proposed at the Requisitioned General Meeting.

The Requisitioned Resolutions are each ordinary resolutions as follows:

Requisitioned Resolution 1:

ORDINARY RESOLUTION

That, pursuant to section 168 of the Companies Act 2006, Dr Marko Petteri Sjoblom be removed from office as a director of Fiinu plc with effect from the conclusion of the general meeting.

Requisitioned Resolution 2:

ADVISORY ORDINARY RESOLUTION

That the shareholders express the view that the independent directors of the Company should, excluding Dr Marko Petteri Sjoblom from their deliberations:

(a) conduct an independent review of the Company's present executive leadership and governance arrangements;

(b) consider whether those arrangements remain appropriate having regard to operational and financial performance, current litigation and shareholder disputes, and the availability of commercially reasonable settlement solutions;

(c) consider whether changes to executive leadership, board composition, allocation of responsibilities or oversight arrangements are required to protect and enhance shareholder value;

(d) engage with the nominated adviser and such substantial shareholders as the independent directors consider appropriate; and

(e) announce the principal conclusions and resulting actions as soon as reasonably practicable and, in any event, within 21 days following the general meeting, subject to applicable law, the AIM Rules and UK MAR.

3. Information on the Requisition and reasons the Board recommends to VOTE AGAINST the Requisitioned Resolutions

The Board recognises the right of all shareholders, including the Requisitioning Shareholder, to express views on the governance and strategy of the Company. However, Shareholders should be aware that, in the unanimous view of your board of directors, in proposing the Requisitioned Resolutions to Shareholders, the Requisitioning Shareholder is acting in a manner which is likely to be contrary to the interests of Shareholders as a whole.

Disputes under the SPA

The Requisitioning Shareholder is the corporate vehicle of the former Chief Executive and Chair of the Management Board of Everfex, who was the largest shareholder of Everfex prior to the Acquisition, and the Requisitioning Shareholder is the seller under the SPA. The Company has previously disclosed, in the 2025 Accounts, that it recognised an impairment charge against the Everfex acquisition, and has publicly stated that it is pursuing arbitration claims as follows:

●    against the Requisitioning Shareholder in respect of alleged breaches of seller warranties, representations and other obligations under the SPA ("Warranty Claims"); and

●  against Karol Oleksa and his wife, Marta Oleksa, personally in respect of alleged breaches of post-completion restrictive covenants and non-compete obligations contained in the SPA ("Non-Compete Claims").

Warranty Claims

Fiinu has completed the collection of evidence to enable it to formally commence arbitration proceedings in respect of the Warranty Claims. At present, the Company will seek to recover damages of approximately £8.3 million, together with interest and costs, but the total damages may increase.

Following completion of the Acquisition, Fiinu commissioned a detailed investigation into the historical position of Everfex. That work included an independent review by a newly appointed independent Non-Executive Director, a reconstruction of the historical foreign exchange portfolio by Everfex's newly appointed Chief Risk Officer, and a supporting financial analysis.

The Warranty Claims against the Requisitioning Shareholder, based on this investigation, centre on the falsification of data and the non-disclosure of material information during Fiinu's financial assessment and due diligence review of Everfex prior to the Acquisition. Fiinu's arbitration claim alleges, amongst other things, breaches of the warranties made by the Requisitioning Shareholder in the SPA in relation to:

●     material deficiencies in Everfex's AML and regulatory compliance arrangements;

●   non-disclosure of specialist advice, obtained before completion of the Acquisition, identifying required additional compliance measures;

●   inaccuracies in portfolio valuations (including bad debts), financial and management information, and transaction records;

●     undisclosed weaknesses in margin, credit and risk-management controls; and

●     having warranted that complete and accurate information had been provided, failures to disclose during due diligence information material to Fiinu's assessment of the business risk profile, maintainable earnings, capital requirements and value,

which breaches have led Fiinu to incur consequential remediation expenditure and trading losses, and have resulted in the diminution in the value of Everfex post-Acquisition.

Non-Compete Claims

The Warranty Claims arbitration is separate from the previously announced arbitration concerning alleged breaches of post-completion restrictive covenants. The proceedings concern different respondents, primary obligations and relief, although both arise in the wider context of the Acquisition and are connected to the same parties (i.e. the controllers of the Requisitioning Shareholder).

The Requisition in the context of the Warranty Claims and the Non-Compete Claims

Shareholders are reminded that Dr Sjoblom was re-appointed as a director at the Annual General Meeting of the Company held on 24 July 2026. The Requisition was received less than two business days following the announcement of the results of that meeting.

The second Requisitioned Resolution expressly asks the independent Directors to review executive leadership having regard to current litigation, shareholder disputes and the availability of settlement solutions.

The Board believes that Shareholders should assess those proposals in the knowledge that:

●     the Requisitioning Shareholder is the respondent to Fiinu's Warranty Claims;

●     the controllers of the Requisitioning Shareholder are the respondents to Fiinu's Non-Compete Claims;

●    the Requisitioned Resolutions, if passed, could affect the leadership, continuity and negotiating position of Fiinu while the disputes are being prosecuted; and

●   the Requisitioning Shareholder, and its controllers, have interests in the conduct or settlement of the Warranty Claims and the Non-Compete Claims which differ from, and are likely to be adverse to, the interests of Fiinu and its Shareholders as a whole.

The Board therefore considers that the Requisition and the proposal of the Requisitioned Resolutions cannot properly be viewed as a routine corporate-governance initiative by a disinterested shareholder. The Board believes that the circumstances create an actual or potential conflict of interest and that the Requisition may be intended, or may have the effect, of altering Fiinu's conduct of, or negotiating position in, the disputes referred to above.

The Company intends to pursue its claims vigorously while remaining open to an appropriate commercial resolution where this would be in the best interests of the Company and Shareholders as a whole. The Board wishes to express in the strongest terms its unanimous support for Marko Sjoblom and Michael Hopton and to inform shareholders that it considers that continuity of executive leadership and appropriate independent oversight are important to the orderly conduct of the proceedings and any settlement discussions.

Shareholders should also note that the second Requisitioned Resolution is advisory only and is not binding on the Board. The Board nevertheless recognises that any expression of Shareholder opinion should be considered carefully, consistently with the Directors' duties, applicable law, the AIM Rules and UK MAR. In this context, Shareholders should note that the Board previously commissioned  a review of its effectiveness in 2025, which concluded that the Board was effective and in compliance with applicable provisions of the UK Corporate Governance Code ("Code"). In line with the Code, the Board will undertake a regular internal review of its effectiveness later this year.

The Directors unanimously consider that the Requisitioned Resolutions, as put forward by the Requisitioning Shareholder, are NOT in the best interests of the Company or its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders VOTE AGAINST both the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting. In reaching this conclusion, the Directors have taken into account the actual or potential conflict of interest arising from the Requisitioning Shareholder's position as respondent to Fiinu's Warranty Claims, and the controllers of the Requisitioning Shareholder's position as respondents to Fiinu's Non-Compete Claims, and the importance of maintaining effective leadership and independent oversight while the Company's claims are pursued. More generally, the Board has full confidence in the management of the Company and its ability to pursue the strategy set out in previous announcements and reaffirmed in the 2025 Accounts.

4. Action to be taken by Shareholders

Shareholders will find accompanying the Circular a Form of Proxy for use in connection with the Requisitioned General Meeting. Whether or not Shareholders intend to be present at the Requisitioned General Meeting, they are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, or via the CREST system, as soon as possible and, in any event, so as to arrive by no later than 11:00 a.m. on 9 September 2026. Completion and return of the Form of Proxy will not affect Shareholders' right to attend and vote in person at the General Meeting if they so wish.

If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may appoint a proxy by completing and transmitting a CREST proxy instruction in accordance with the procedures set out in the CREST Manual so that it is received by Share Registrars Limited (under CREST Participation ID 7RA36) by no later than 11:00 a.m. on 9 September 2026. The time of receipt will be taken to be the time from which the recipient is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Shareholders may also register their votes at the Requisitioned General Meeting by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions, by no later than 11:00 a.m. on 9 September 2026.

Further information regarding the appointment of proxies can be found in the notes to the Notice of General Meeting.

5. Recommendation

For the reasons given above, the Directors unanimously consider that the Requisitioned Resolutions, as put forward by the Requisitioning Shareholder, are NOT in the best interests of the Company or its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders VOTE AGAINST both the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting as they intend to do in respect of their beneficial holdings of 128,696,733 Ordinary Shares representing approximately 32.30 per cent. of the issued Ordinary Shares in the capital of the Company (as at 14 August 2026, being the latest practicable date prior to the date of publication of this document).

Additionally, the Company wishes to inform shareholders that it has received irrevocable commitments from certain large Shareholders to vote or procure VOTES AGAINST the Requisitioned Resolutions at the Requisitioned General Meeting, in respect of Ordinary Shares representing approximately 4.93 per cent. of the issued Ordinary Shares in the capital of the Company (as at 14 August 2026, being the latest practicable date prior to the date of publication of this document). The Board believes that all shareholders eligible to vote should not take this message as a reason not to vote themselves. Rather the Board earnestly hopes it can rely on the support of as many shareholder votes as possible against these resolutions.

Yours faithfully

David Hopton

Chairman

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

"2025 Accounts"	the audited consolidated financial statements of the Company for the financial year ended on 31 December 2025, as published by the Company on 29 June 2026
"Act"	the Companies Act 2006 (as amended)
"Acquisition"	the acquisition of Everfex by the Company pursuant to the SPA, which completed and became effective on 27 August 2025
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies, as published by the London Stock Exchange and amended from time to time
"Circular"	the circular published by the Company dated 17 August 2026
"Company" or "Fiinu"	Fiinu Plc, a company incorporated in England and Wales with company number 04947859
"CREST"	the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear in accordance with the CREST Regulations
"CREST Manual"	the rules governing the operation of CREST, as published by Euroclear
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" or "Board"	the directors of the Company, as at the date of the Circular, whose names are set out in the Circular
"Everfex"	Everfex P.S.A, a company incorporated in Poland with registered number KRS1143659, as acquired by the Company pursuant to the SPA
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Form of Proxy"	the form of proxy accompanying the Circular
"FCA"	the Financial Conduct Authority of the United Kingdom
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"London Stock Exchange"	London Stock Exchange plc
"Notice" or "Notice of General Meeting"	the notice of the Requisitioned General Meeting set out at the end of the Circular
"Ordinary Shares"	the ordinary shares of £0.10 each in the capital of the Company
"Registrar"	Share Registrars Limited of 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX
"Requisition" or "Requisition Notice"	the written requisition notice dated 28 July 2026, received by the Company on the same date, from the Requisitioning Shareholder in accordance with sections 168 and 303 of the Act requiring the Directors to call the Requisitioned General Meeting
"Requisitioned General Meeting"	the general meeting of Shareholders requested by the Requisitioning Shareholder and convened by the Directors in accordance with section 304 of the Act and to be held at the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B 5DG at 11:00 a.m. on 11 September 2026
"Requisitioned Resolutions"	the resolutions numbered 1 and 2 in the Notice, each being a resolution that is to be proposed by the Requisitioning Shareholder at the Requisitioned General Meeting
"Requisitioning Shareholder"	Granicus Holdings OÜ, a company incorporated in Estonia with registered number 17265381, holding approximately 10.7% of the issued Ordinary Shares
"SPA"	the preliminary share purchase agreement dated 7 August 2025 relating to Fiinu's acquisition of Everfex, as disclosed in the Company's admission document dated 7 August 2025
"Shareholder(s)"	holder(s) of Ordinary Shares
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland

About Fiinu

Fiinu Plc ("Fiinu"), founded in 2017, is a publicly traded (LSE: BANK) fintech Group, admitted to trading on the AIM Market of the London Stock Exchange, that has developed the world's first Bank Independent Overdraft® platform. The platform, offered as a white labelled solution to banks, allows lenders to offer Fiinu's flagship product, Plugin Overdraft® to retail consumers. Plugin Overdraft® is an unbundled overdraft solution that allows customers to have an overdraft without changing their existing bank.

For more information, please visit www.fiinuplc.com

 

END