Shareholders approved the merger with Younited SA

Iris Financial

Mailbox 10240

Harbor Place, 103 South Church Street

Grand Cayman

KY1-1002

Amsterdam, Netherlands – November 21, 2024

Iris Financial (the “Company”) announces that its shareholders have approved the proposed business combination with Younited SA (the “Combination”) at an extraordinary general meeting (“EGM”) held today. Shareholders also approved relevant issues at the extraordinary general meeting of shareholders, including the implementation of the Company’s migration to Luxembourg and certain amendments to the memorandum and articles of association of the Company. Warrant holders of the Company approved changes to the terms and conditions of the warrants in connection with the Combination at a warrant holder meeting also held today.

A shareholder owning 8,000,000 ordinary shares in the authorized capital of the Company submitted a redemption request in connection with the extraordinary general meeting of shareholders. This repayment request will be reviewed in the coming weeks.

As a next step towards the completion of the Merger, which remains subject to compliance with statutory and customary closing conditions, the Company will convene an extraordinary general meeting in accordance with Luxembourg law to vote, among other things, on the completion of the Company’s migration to Luxembourg.

About the company “Iris Financial”

More information about the Company, including the Company’s Prospectus dated November 8, 2024, can be found on the Company’s website at http://www.irisfinancial.co.

DISCLAIMER
This announcement contains information that qualifies or could qualify 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 that are based on the Company’s current expectations and projections regarding the Company’s business combination, business, economy and other future conditions and speak only as of the date of this statement. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “targets,” “predicts,” “continues,” “estimates,” “plans,” “projects,” and “expects.” “expects,” “intends,” “may,” “will,” or “should,” or, in each case, the negative or other variations thereof or comparable terminology, or by discussing strategic plans, objectives, goals, future events or intent. Forward-looking statements can, and often do, differ materially from actual results. Any forward-looking statements reflect the Company’s current view of future events and are subject to risks associated with future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial condition, liquidity, prospects, growth or strategy. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update these forward-looking statements.