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Result of General Meeting

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Fintech Asia, (LON:FINA) a company established to acquire one or more companies or businesses in the financial technology sector, focused on improving the delivery and use of financial services in Asia, announces that at the Extraordinary General Meeting ("EGM") of the Company held earlier today all Resolutions were passed.

The results of the poll are set out below.

ResolutionIn favourAgainstTotal votes cast as a % of issued share capitalVotes withheld
Votes%Votes%
1 - Rule 9 Resolution11,600,000100.00058.7%0
2 - Change of Company name11,600,000100.00058.7%0
3 - Adoption of Amended Articles11,600,000100.00058.7%0

As at 10 February 2025, the Company's issued share capital consisted of 19,760,000 Ordinary Shares carrying one vote per share, with no Fintech Asia shares held by the Company in treasury.

Following the passing of the Resolutions it is expected that, inter alia, completion of the Company's proposed acquisition of the entire issued and paid-up share capital of ICFG Pte. Ltd and Admission of the Company's 203,957,116 Ordinary Shares, as enlarged by the Acquisition, will become effective and dealings to commence on the London Stock Exchange on or around 8.00 a.m. on 12 February 2025. The change of the Company's name to ICFG Limited will become legally effective tomorrow but the change of the ticker from LON:FINA to LON:ICFG is expected to become effective on or around 8.00 a.m. on 13 February 2025.

The total number of Ordinary Shares in issue following the issue of the Consideration Shares and the Conversion Shares will be 203,957,116. The Company holds no shares in treasury. This figure may be used by shareholders as a denominator for the calculations by which they determine if they are required to notify their voting rights interest, or a change to that interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Waiver of Rule 9 of the Takeover Code

Ankhbold Bayanmunkh, Takaaki Kawazoe, Hirohito Namiki, Munkh-Ochir Batbayar, IC Japan LLC, Eastland Capital OÜ, KKJ Capital LLC, ICV Estonia OÜ, Socap Incubation Inc, Bridge Japan LLC and Masayoshi Itano are deemed to be acting in concert (as defined in the Takeover Code) in respect of the Company.

As a result of the requisite resolutions being passed at the EGM and the Consideration Shares and Conversion Shares in respect of the Series A, Series B and Series C Convertible Loan Notes being issued by the Company to the Vendors and the Convertible Loan Notes holder (including the Concert Party) upon Admission, the Concert Party will, in aggregate, hold Ordinary Shares carrying a maximum of 80.90 per cent. of the voting rights in of the Company, as set out in the table below.

Furthermore, in the event that the Convertible Loan Notes holder was to convert the Series D Convertible Loan Notes in full post Admission and no additional new Ordinary Shares were to be issued by the Company, then the Concert Party, would in aggregate, hold Ordinary Shares carrying a maximum of 81.21 per cent. respectively of the voting rights in the Company, as also set out in the table below.

Concert Party MembersNumber of Consideration Shares issuedNumber of Conversion shares issued under Series A, B and C Convertible Loan NotesNumber of Ordinary Shares on Admission*Percentage of the Enlarged Share Capital held on Admission*Maximum number of Conversion shares issued under Series D Convertible Loan NotesMaximum number of Ordinary Shares post Series D conversionMaximum percentage of the Enlarged Share Capital held post issue of the Series D Conversion Shares
Ankhbold Bayanmunkh72,914,415072,914,41535.75072,914,41535.16
Takaaki Kawazoe27,833,341027,833,34113.65027,833,34113.42
Hirohito Namiki21,340,798021,340,79810.46021,340,79810.29
Munkh-Ochir Batbayar19,851,687019,851,6879.73019,851,6879.57
IC Japan LLC7,113,59107,113,5913.4907,113,5913.43
Eastland Capital OÜ4,516,57904,516,5792.2104,516,5792.18
KKJ Capital LLC2,822,86202,822,8621.3802,822,8621.36
IVC Estonia OÜ06,357,1166,357,1163.123,441,1399,798,2544.72
Socap Incubation Inc1,693,71701,693,7170.8301,693,7170.82
Bridge Japan LLC282,2730282,2730.140282,2730.14
Masayoshi Itano266,7710266,7710.130266,7710.13
TOTAL158,636,0336,357,116164,993,14880.903,441,139168,434,28781.21

* Admission occurring on 12 February 2025.

Shareholders should be aware that under the Takeover Code, as the Concert Party will hold shares carrying more than 50 per cent. of the Company's voting rights, the Concert Party (or any person(s) acting in concert with it) may then acquire further shares without incurring any obligation under Rule 9 to make a mandatory offer. However, individual members of the Concert Partywho will have an interest in 35.75 per cent. of the voting rights of the Company upon Admission, will not be able to increase their percentage interest in Ordinary Shares through or between a Rule 9 threshold without Takeover Panel consent.

Unless defined in this announcement, capitalised terms in this announcement shall have the same meaning as in the Prospectus published by the Company on 22 January 2025.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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