Response to Shareholder Letter

Fiinu PLC

06 July 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

6 July 2026

Fiinu plc

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

Response to Shareholder Letter

Fiinu plc (AIM: BANK) notes the circulation of a letter, by Granicus Holdings OÜ ("Granicus"), which was sent to a number of shareholders and other interested parties ("Shareholder Letter"), in advance of the Company's forthcoming Annual General Meeting ("AGM"), to be held on 24 July 2026.

Granicus was the seller of the Everfex business which was acquired by Fiinu in August 2025 pursuant to a reverse takeover transaction, as disclosed in the Company's admission document dated 7 August 2025, and is owned and controlled by Karol Oleksa and other members of the Oleksa family.

The Board has decided to issue this announcement because the Shareholder Letter contains statements regarding the Everfex acquisition and the Group's FY2025 financial performance which, in the Board's opinion, do not present shareholders with a complete or balanced picture. The Board therefore considers it appropriate to provide additional factual context so that shareholders may assess the matters before the AGM by reference to the Company's audited Annual Report, published regulatory announcements and independently verifiable information.

The Board recognises the importance of open shareholder dialogue. However, where statements made publicly concern matters that are the subject of ongoing legal processes, written by the defendant to the Company's claims, misleading statements could materially affect shareholders' understanding and therefore the Board considers it appropriate to provide factual clarification in order to support an informed market.

The principal author of the Shareholder Letter is Karol Oleksa, the former manager of Everfex, who remained responsible for the operational management of the business until November 2025 following completion of the acquisition by Fiinu. The Shareholder Letter attributes the Group's FY2025 statutory loss almost entirely to Fiinu's current management but does not acknowledge the operational responsibility of the author himself as the responsible manager of Everfex during that period, nor the extensive investigation and remediation subsequently undertaken by the Company.

The Company is currently pursuing two separate legal processes arising from the Everfex acquisition.

Firstly, the Company has commenced substantial contractual arbitration proceedings against the principal author and his wife, in respect of alleged breaches of post-completion restrictive covenants and non-compete obligations contained in the Share Purchase Agreement relating to the acquisition of Everfex.

Secondly, the Company has notified Granicus of substantial contractual claims arising from alleged breaches of seller warranties, representations and other obligations under the Share Purchase Agreement, including but not limited to alleged non-disclosure of matters which the Company believes materially affected the subsequent performance of the business and alleged potential regulatory breaches. Those claims are progressing through the contractual dispute resolution process provided for in the Share Purchase Agreement.

The Board does not consider it appropriate to comment on the detailed merits of either legal process, which should be determined through the agreed contractual procedures rather than through shareholder correspondence.

The Board further understands that Granicus is currently undergoing a demerger between the Oleksa and certain non-Oleksa owners who previously held interests in Granicus. Based on information available to the Company, the Shareholder Letter reflects the views of only, approximately 10.7% of Fiinu's issued share capital.

FY2025 Statutory Result

The Shareholder Letter characterises the Group's FY2025 statutory loss as evidence of management failure. The Board does not agree. The FY2025 statutory result principally comprised a non-cash IFRS goodwill impairment, acquisition and restructuring costs, and costs associated with the investigation, integration and remediation of Everfex following completion. The goodwill impairment is a non-cash accounting adjustment required under IFRS and does not determine the value that may ultimately be recovered through the Company's contractual claims.

Post-acquisition Review

Following completion, Fiinu undertook an extensive review of Everfex's financial reporting, governance arrangements, operational controls, customer portfolio, accounting processes and risk management framework. The Company identified matters which, in its view, had not been disclosed during the acquisition process and which now form part of its contractual claims against Granicus. A comprehensive remediation programme was subsequently implemented.

Legal Proceedings

The Board remains confident in the merits of the Company's legal claims. The alleged non-compete breaches are currently the subject of arbitration against Karol Oleksa and Marta Oleksa. Separately, the Company's contractual claims against Granicus are progressing through the contractual dispute resolution process under the Share Purchase Agreement. The current, combined, value of the claims for damages in respect of these claims by the Company, are in excess of £16 million, and may increase. These proceedings remain ongoing and will be determined by the independent arbitration tribunal.

AGM

The Board welcomes shareholder engagement and supports the transparent conduct of the AGM, including voting by poll. The Directors unanimously recommend that shareholders vote FOR all resolutions set out in the Notice of Annual General Meeting, as they intend to do in respect of their own shareholdings, which total 128,696,733 Ordinary shares, representing 32.3% of the total voting rights. The Board also unanimously reaffirms its confidence in Dr Marko Sjoblom as Chief Executive Officer and remains fully committed to the strategy and priorities set out in the FY2025 Annual Report.

Outlook

The Board remains focused on executing its commercial strategy and protecting shareholder value. The Company will make no further comment on the ongoing legal processes except where required by law or where advised to do so by its legal advisers and/or its Nominated Adviser.

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 / 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]

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

 

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