Requisitioned GM, Member Statement, Fiinu response

Fiinu PLC

10 September 2026

 

10 September 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

FIINU PLC

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

Requisitioned General Meeting

Circulation of Member's Statement

and

Company response

Fiinu Plc ("Fiinu" or the "Company") has received a member's statement ("Statement") from Estofi Holding OÜ ("Estofi"), and signed by Tomasz Kwaśniewski on its behalf, which Estofi has requested be circulated to the Company's shareholders in connection with the requisitioned General Meeting convened for 11 September 2026 ("Requisitioned General Meeting").

Estofi holds 32,960,000 ordinary shares in the Company, representing approximately 8.27 per cent. of the Company's issued share capital.

The Board respects the statutory right of shareholders to communicate with fellow members, and has decided to allow the publication and distribution of the Statement, even though Estofi has not fully complied with the statutory requirements in relation to the circulation of shareholder statements. Following this announcement, the Company will formally distribute the Statement to shareholders.

The Statement is set out in full in the Appendix to this announcement.

Company response to the Statement

Having reviewed the Statement, the Board considers that a number of assertions concerning the Company, Everfex P.S.A. ("Everfex"), the actions of the Board and the conduct of Fiinu's Chief Executive Officer, are inaccurate, incomplete, biased and/or presented without material context.

The Board therefore considers it appropriate that shareholders are provided with the following factual context in relation to the contents of the Statement. Shareholders are also referred to the Company's circular in relation to the Requisitioned General Meeting published on 17 August 2026 (the "Circular"), and the Board takes this opportunity to repeat its recommendation to shareholders to VOTE AGAINST both resolutions set out in the notice of general meeting appended to the Circular ("Requisitioned Resolutions").

Context of ongoing disputes with Mr Kwaśniewski

The Board considers it relevant to share that Mr Kwaśniewski is a Guarantor under the share purchase agreement pursuant to which Fiinu acquired Everfex from Granicus Holdings OU ("Granicus") (the "SPA"). Under the SPA, the Guarantors irrevocably and unconditionally guarantee to Fiinu, on a pro rata basis, the obligations and liabilities of Granicus, subject to certain limits. Mr Kwaśniewski's pro rata share of any such guarantee obligations is forty per cent (40%). Accordingly, Mr Kwaśniewski may have material personal financial exposure in relation to claims arising from the Acquisition. This does not diminish Estofi's statutory right to communicate with shareholders, but the Board considers Mr Kwaśniewski's position as a Guarantor, and his potential financial interest in the outcome of those claims, to be material context when shareholders assess the assertions made in the Statement.

Mr Kwaśniewski criticises the Company's potential claims of approximately £8.3 million arising from the acquisition of Everfex. Those potential claims arose from matters identified following the acquisition concerning Everfex's historic operational, financial and regulatory position and alleged breaches of contractual protections provided by Granicus to Fiinu in connection with the Acquisition, which if successful may result Mr Kwaśniewski having a material liability to Fiinu in his capacity as a Guarantor. Everfex has also disputed certain shareholder loans and is now seeking an independent party to review their historic context.

The Company has been taking evidence-based legal advice concerning these matters and intends to commence the formal arbitration proceedings referred to in the circular and prior announcements. The Board will commit Company resources to litigation or restructuring only where, having considered legal advice, prospects of recovery, costs, funding and the interests of shareholders as a whole, it considers that doing so is appropriate.

Mr Kwaśniewski, and other related parties associated with the former ownership and governance of Everfex, concerning their knowledge of Everfex's financial position before the acquisition are amongst the matters being considered by the Company and its advisers.

Claims arising from the acquisition of Everfex

Mr Kwaśniewski criticises the Company's identified potential claims of approximately £8.3 million arising from the Acquisition.

Those potential claims were not created by the creditor dispute with Mr Kwaśniewski and others, as referenced below they arise from matters identified following the Acquisition, concerning Everfex's historic operational, financial and regulatory position and alleged breaches of contractual protections provided to Fiinu in connection with the Acquisition. The Company's understanding of Mr Kwaśniewski's pre-acquisition supervisory governance involvement, together with his status as a personal Guarantor under the Share Purchase Agreement, is therefore relevant context.

The Company has been taking evidence-based legal advice concerning those matters and it intends to commence the formal arbitration proceedings, as detailed in the Circular and prior announcements made by the Company. The Board will commit Company resources to litigation only where, having considered legal advice, prospects of recovery, costs, funding and the interests of shareholders as a whole, it considers that doing so is appropriate.

Statements now made by parties associated with the former ownership of Everfex concerning their knowledge of Everfex's financial position before the Acquisition, are amongst the matters which the Company and its legal advisers are considering in that context.

Everfex and the creditor position

As previously announced, Fiinu has recognised a £7.3 million non-cash goodwill impairment in relation to Everfex. As referenced in the Statement, Mr Tomasz Kwaśniewski and Mr Mikołaj Grzybek (also a Guarantor under the SPA) have informed the Company that they have filed petitions seeking Everfex's bankruptcy. Mr Grzybek has also notified the Company that he has submitted to the Polish courts a separate civil claim in which, among other matters, he disputes the authority under which the Share Purchase Agreement and its arbitration provisions were entered into on his behalf. The Polish courts have not served proceedings on Everfex or the Company and accordingly, at present, no dispute is formally pending and neither Fiinu nor Everfex are a party to any proceedings in relation to this claim.

The Board does not accept the suggestion that the present position arose simply because Fiinu elected not to provide additional funds to enable Everfex to repay historic shareholder loans. The Board is considering the precise extent of Mr Kwaśniewski's and Mr Grzybek's knowledge of Everfex's financial condition before the Acquisition, including information available to them through their involvement in Everfex's supervisory governance and their own written statement in the bankruptcy petition that Everfex was already "on the brink of insolvency" in July 2025.

Following Fiinu's acquisition of Everfex in August 2025, information subsequently identified through reviews of Everfex's historic activities raised material questions concerning the accurate recording and disclosure of certain pre-acquisition transactions, AML compliance, data manipulation, financial positions, liabilities and creditor arrangements. Those matters have required investigation with professional advisers.

On 21 August 2026, before the relevant loans' extended contractual maturity date of 31 August 2026, Everfex approached Mr Kwaśniewski and Mr Grzybek regarding a further extension of maturity. Following further review, and the emergence on 26 August 2026 of a separate historic creditor claim relating to matters dating back to 2021, Everfex notified the relevant lenders on 31 August 2026 that it disputed the amounts claimed and was not in a position to acknowledge the claimed balances pending completion of its review.

The Board therefore does not accept the implication that questions concerning the historic treatment of these arrangements were manufactured merely because the loans reached maturity.

Timing of Everfex's insolvency

The Board does not accept Mr Kwaśniewski's assertion that Everfex became insolvent "materially earlier than 31 August 2026", nor the consequential implication that a failure by Dr Sjoblom to take action within the period required by Polish law has been established. Mr Kwaśniewski's loans and other relevant shareholder loans had been contractually extended to 31 August 2026, as stated in the Company's admission document relating to the Acquisition published in August 2025.

Based on the chronology, Everfex's accounting records, cash-flow position and the contractual maturity of its liabilities, the Board's current assessment, having taken Polish legal and financial advice, is that the statutory grounds for insolvency arose on or around 31 August 2026. The precise date remains subject to confirmation following the detailed review of Everfex's financial position.

The Board is taking the procedural steps advised to it in Poland within the applicable statutory timeframe. No Polish court has determined that Everfex became insolvent materially earlier than 31 August 2026 or that Dr Sjoblom has incurred personal liability in this regard.

Pre-acquisition governance and financial knowledge

Mr Kwaśniewski's description of the origins of Everfex's financial difficulties, and of Mr Kwaśniewski's own relationship with Everfex, omits important context.

The bankruptcy petition provided to the Company by Tomasz Kwaśniewski and Mikołaj Grzybek states that Everfex was already "on the brink of insolvency" in July 2025, just before Fiinu acquired Everfex, and further states that it was for this reason the lenders agreed on 27 July 2025 to extend the repayment dates of their loans. The extent to which that information was disclosed to Fiinu during due diligence and the Acquisition process is being considered by the Company and its advisers. The Board considers these matters potentially relevant to the damages claims arising from the Acquisition as previously identified by Fiinu.

The Company understands that Mr Kwaśniewski and Mr Grzybek participated in Everfex's supervisory governance before the Acquisition. Against that background, the Board considers the precise extent of Mr Kwaśniewski's and Mr Grzybek's knowledge of Everfex's financial condition before the Acquisition, including the information available to them when they concluded that Everfex was already "on the brink of insolvency" and extended their loans, to be a material matter requiring careful examination.

Decisions concerning funding of Everfex

The Board does not dispute that mechanisms existed by which Fiinu could technically have provided additional funding to Everfex or discharged Everfex liabilities.

That is not, however, the relevant question for the Fiinu Board. The Board was required to determine whether committing additional Fiinu shareholders' funds to historic Everfex liabilities was appropriate and in the interests of Fiinu and its shareholders as a whole, particularly given the matters identified following the Acquisition and the continuing review of the circumstances surrounding those liabilities, now including Mr Kwaśniewski's own statement concerning Everfex's financial position before the acquisition.

The existence of a mechanism by which Fiinu could have provided funding did not itself determine whether the Board should deploy Fiinu's resources in that manner.

Decisions concerning Everfex's funding, creditor position and restructuring have been considered collectively by the Board, having taken professional advice. They were not unilateral decisions of the CEO.

The Board, therefore, rejects Mr Kwaśniewski's assertion that shareholders were "falsely informed" by the CEO concerning these matters. The factual and legal position is materially more nuanced than Mr Kwaśniewski's statement suggests.

The Board has not suggested that Fiinu can determine the outcome of any restructuring unilaterally. Any restructuring process would proceed in accordance with Polish law and would be subject to the applicable creditor voting, court and procedural requirements.

Allegations concerning Dr Sjoblom

Mr Kwaśniewski makes a number of serious allegations concerning Dr Sjoblom personally, including that he mishandled Everfex, provided false information and pursued his own interests rather than those of Fiinu and Everfex.

The independent non-executive directors strongly reject those allegations.

The independent directors have been directly involved in the Company's consideration of Everfex's financial position, creditor issues, restructuring options and litigation strategy. Material decisions concerning these matters have been considered and taken collectively by the Board, with external professional advice obtained where appropriate. They were not unilateral decisions of any one party. All relevant decisions have been considered through the Company's established governance processes and with regard to the interests of Fiinu and its shareholders as a whole.

The independent directors therefore consider it inappropriate to characterise collective Board decisions, taken following professional advice and Board consideration, as evidence of personal misconduct by an individual director.

Independent oversight

Mr Kwaśniewski suggests that the Board opposes the second Requisitioned Resolution because the current Board and Dr Sjoblom fear that mistakes or mismanagement may be identified through independent review.

The Board rejects that assertion.

Fiinu's independent non-executive directors have been actively involved in examining the matters concerning Everfex and have access to the Company's UK and Polish professional advisers. The Company has already subjected material aspects of Everfex's historic position to independent Board-level review and continues to investigate matters where appropriate.

The Board's opposition to the Requisitioned Resolutions should not be interpreted as opposition to independent scrutiny.

 Board recommendation

The Board recognises that shareholders are being asked to make important decisions concerning the future leadership and direction of the Company.

It is important that those decisions are made on the basis of a balanced understanding of the available facts rather than treating allegations made in the context of active commercial, creditor and shareholder disputes as established conclusions.

The Board remains of the view that the Requisitioned Resolutions are not in the best interests of the Company and shareholders as a whole and repeats its recommendation that shareholders VOTE AGAINST both Requisitioned Resolutions at the Requisitioned General Meeting on 11 September 2026.

The independent non-executive directors strongly support that recommendation.

The Board of Fiinu Plc

The Directors of the Company accept responsibility for the content of this announcement.

Fiinu Plc Dr. Marko Sjoblom - CEO	Tel: [phone]
SPARK Advisory Partners Limited (Nomad)Mark Brady / Angus Campbell	Tel: [phone]/3551 Email: [e-mail]
Marex Financial (Joint Broker) Angelo Sofocleous / 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

MEMBER'S STATEMENT

Circulated at the request of Estofi Holding OÜ pursuant to section 314 of the Companies Act 2006

in connection with the General Meeting of Fiinu plc convened for 11 September 2026

Estofi Holding OÜ holds 32,960,000 ordinary shares, approximately 8.27% of Fiinu's issued share capital. Estofi is owned by Tomasz Kwaśniewski, a financial investor in Everfex through an indirect shareholding, who had no role in Everfex's management, client relationships, compliance or regulatory operations.

We intend to vote FOR both Requisitioned Resolutions and urge shareholders to do the same.

1. A petition for the bankruptcy of Everfex has been filed

On 2 September 2026 Mr Kwaśniewski and Mr Mikołaj Grzybek filed bankruptcy petitions against Everfex P.S.A. with the competent court in Warsaw, based on unpaid loans exceeding £1,000,000 in aggregate principal, together with interest.

We did not want this outcome. Everfex is the Group's only revenue-generating business and produced substantially all of its £0.66 million 2025 revenue. We acted because payment was demanded but not made, while Fiinu neither repaid the loans as a third party nor provided Everfex funds to do so. On 31 August 2026, the payment date, we received a notice disputing the loan balances and stating that a review of Everfex's creditor position continued. The loans had never been questioned before their extended repayment date.

Shareholders may be told, as I was falsely informed by Marko Sjoblom, that Fiinu could not lawfully repay these loans instead of Everfex because that would prefer one creditor over others. That is not a proper position under Polish law. A parent company may provide equity or funding to its subsidiary; providing capital is not payment of a creditor and cannot itself be a preference. Fiinu could also repay the debts as a third party. The decision not to fund Everfex, not to repay the debts as a third party, and to let Everfex become even more insolvent was a decision of the Board and management led by Mr Marko Sjoblom.

2. Insolvency did not begin on 31 August 2026

In our assessment Everfex became insolvent materially earlier than 31 August 2026, while under Fiinu's control and while Dr Sjoblom was its CEO. Polish law requires a director to petition for bankruptcy within thirty days of the grounds arising and imposes personal liability for damage caused by failure to do so. Those questions will now be examined by a Polish court. They carry direct financial and reputational consequences for Fiinu and Everfex management and arise from decisions taken by Mr Marko Sjoblom, whose removal is proposed.

3. There is no restructuring of Everfex without its lenders, who are in dispute with Everfex, Fiinu and Mr Marko Sjoblom

If the Fiinu Board and Mr Marko Sjoblom tell shareholders that Everfex will be restructured rather than liquidated, the arithmetic should be understood. Under Polish restructuring law a creditor which is also a dominant shareholder of the debtor has no vote on an arrangement. Fiinu therefore cannot vote its intercompany claims. The petitioning lenders are among Everfex's largest voting creditors and will not support an arrangement proposed by present management (Mr Marko Sjoblom). No voluntary arrangement can be imposed on them against the will of the majority of lenders. It must be negotiated, and it will not be negotiated with a Fiinu led by Dr Sjoblom.

4. Requisitioned Resolution 1

The Group faces bankruptcy proceedings and the looming loss of its only trading and profit-generating Polish business. In my view this is the direct consequence of Dr Sjoblom's mishandling of Fiinu, Everfex and its creditors over the past year. I will therefore vote FOR his immediate removal.

5. Requisitioned Resolution 2: the review, and the cost of the disputes

The Board asks shareholders to reject even a non-binding request that its independent directors review executive leadership and report within 21 days. I find that response difficult to understand.

The Group held £3.9 million cash at 31 December 2025, reported a £9.7 million loss, wrote off all goodwill arising on Everfex, provided against £2.5 million owed by subsidiaries and published a material uncertainty regarding going concern. The Board nevertheless proposes arbitration for approximately £8.3 million which it has not formally commenced. Shareholders have received no estimate of its cost, funding plan or assessment of recoverability. Given the likely duration and enforcement, Fiinu risks exhausting its cash before conclusion, while the prospect of raising new equity amid open disputes with significant shareholders and creditors of its operating subsidiary is remote.

A review by the independent directors costs the Company almost nothing, commits it to nothing and can only improve information available to shareholders. I cannot identify any cost or risk justifying opposition other than genuine fear by the current Board and Dr Sjoblom that potential mistakes or mismanagement of Fiinu and Everfex will be disclosed and/or confirmed by the review.

6. A credible way forward

Fiinu has no credible way forward under Dr Sjoblom while he remains in conflict with a substantial part of its shareholders and the vast majority of creditors of its only operating business. We have engaged with the Company for months on a commercial resolution. In my assessment as shareholder and creditor, Marko Sjoblom is the principal obstacle to any resolution because he is conflicted and pursues his own personal interests over those of Fiinu and Everfex.

Vote FOR both Requisitioned Resolutions.

Tomasz Kwaśniewski

for and on behalf of Estofi Holding OÜ

 

END