Board & Management Voluntary Lock-In

Voluntary 3-Year Hard Lock-In & Orderly Marketing Framework Agreed by Leadership Representing 63% of the Company's Shares

Tap Global Group plc (AIM: TAP), an innovative digital finance hub that brings money payments and crypto settlement services together in a single user-friendly app, is pleased to announce that all directors and certain senior leaders of the Company (together, the "Participating Shareholders") have today each entered into an agreement in favour of the Company and the Company's Nominated Adviser (the "Founder Alignment Deed") pursuant to which the Participating Shareholders have voluntarily committed to a comprehensive lock-in and orderly marketing framework in respect of their respective shareholdings, representing, in aggregate, approximately 63.0% of the Company's issued share capital (the "Locked Shares").

Under this agreement, no Participating Shareholder may sell shares on the open market for at least three years (March 2029). The only path to personal liquidity, after three years, is through participation as a secondary seller alongside Company equity issue events linked to capital raising ("Equity Fundraise"), capped at 20% of any such Equity Fundraise and subject to Board approval. This ensures that the Participating Shareholders' interests are strongly aligned with growth and shareholder value creation.

Key Terms

• Three-year hard lock-in: No disposals for at least three years.
• No open market sales: No Participating Shareholder can sell shares on the open market under any circumstances, whether during or after the lock-in period.
• Capital raise-only exit: After the lock-in period, Participating Shareholders may only sell shares as a secondary component of a Board-approved Equity Fundraise.
• 20% cap: The aggregate secondary sell-down by all Participating Shareholders may not exceed 20% of any Equity Fundraise share issuance, ensuring at least 80% of proceeds from an Equity Fundraise flow to the Company as primary growth capital.
• Collective alignment: 63.0% of the Company's issued share capital is subject to these arrangements, demonstrating unified commitment across the Board and senior leadership.
• Departure release: The agreement applies only for the duration of a Participating Shareholder's service with the Company.
• Share Options remain separate: Share options are the key performance-linked remuneration instrument for the leadership team. Accordingly, shares arising from the exercise of share options are not subject to the agreement.
• The above restrictions apply other than certain standard exemptions including the acceptance of a recommended takeover offer, liquidation of the Company and severe financial hardship.

The following table sets out the shareholdings of the directors and senior leadership of the Company who are subject to the Founder Alignment Deed:

Arsen Torosian, CEO of Tap Group, commented:

"I co-founded Tap because I believe that the convergence of traditional finance and digital assets represents one of the most important structural shifts in financial services. We are still at the very beginning of that journey.

Our commitment as a leadership team is simple: our shares are locked for three years. After that, we can never sell on the open market. What makes this even more powerful is that this is not just my personal commitment. Every director on our Board and our senior technical leadership have voluntarily locked their shares under the same terms. In total, 63% of the Company's shares are now locked in. That is the kind of voluntary alignment you rarely see in any listed company.

The only way we succeed financially is if our shareholders succeed. That is how it should be, and that is how confident we are that we are creating a FinTech business of considerable long-term future value.

I want every current and prospective shareholder to know that this team's commitment to Tap is collective, permanent for as long as we serve this Company, legally binding, and completely transparent."

Manuel De Luque Muntaner, Non‑Executive Chairman of Tap Group, added:

"The Board unanimously welcomes the collective commitment of the founder-CEO, all directors, and senior leadership, which we believe sets a new standard for alignment among publicly listed companies.

The structure is designed so that growth is the only strategy that benefits the leadership team. Their locked shares tie them to the share price. Their options tie them to performance. And their exit mechanism ties them to successful events that bring growth capital into the Company.

The Board is confident that this framework provides shareholders with an exceptional level of protection and alignment. We encourage all current and prospective investors to review the terms in detail."

Tap Group's operating subsidiaries

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