Augmentum Fintech plc – Court Sanction of Scheme of Arrangement

Not for release, publication or distribution, in whole or in part, DIRECTLY OR
INDIRECTLY, in, into or from any jurisdiction (including the united states)
where to do so would constitute a violation of the relevant laws or regulations
of such jurisdiction.

FOR IMMEDIATE RELEASE

11 MAY 2026

RECOMMENDED CASH ACQUISITION

of

AUGMENTUM FINTECH PLC

by

FRONTIER BIDCO LIMITED

(a newly formed company indirectly and wholly controlled by Verdane Fund Manager
AB in its capacity as manager of Verdane Freya XII Investments AB)

being implemented by means of a scheme of arrangement under part

26 of the Companies Act 2006

Court Sanction of Scheme of Arrangement

Introduction

On 25 February 2026, the boards of directors of Frontier Bidco Limited («BidCo»)
and Augmentum Fintech plc («Augmentum») announced that they had reached
agreement on the terms and conditions of a recommended cash acquisition to be
made by BidCo for the entire issued ordinary share capital of Augmentum (the
«Acquisition»)

The Acquisition is being implemented by means of a Court-sanctioned scheme of
arrangement between Augmentum and Augmentum Shareholders under Part 26 of the
Companies Act 2006 (the «Scheme»).

Augmentum published the shareholder circular relating to the Scheme (the «Scheme
Document») on 20 March 2026.

On 15 April2026, Augmentum announced that the Scheme had been approved by the
requisite majority of Scheme Shareholders at the Court Meeting held onthat
dateand that the Resolutions relating to the implementation of the Scheme had
been approved by the requisite majority of Augmentum Shareholders at the General
Meeting, also held on 15 April 2026.

On 1 May 2026, Augmentum announced that the FCA had given written notice that it
has determined to approve, or is to be treated as having approved,
unconditionally the acquisition of «control» (for the purposes of Part XII of
the Financial Services and Markets Act 2000 (as amended)) over AFML and Retail
Book by BidCo which will arise from the completion of the Acquisition. As a
result, all conditions relating to the receipt of FCA regulatory approval had
been satisfied.

Court Sanction of the Scheme

The Company announces that, at the Court Sanction Hearing held earlier today,
the High Court of Justice in England and Wales sanctioned the Scheme under
section 899 of the Companies Act.

The Scheme remains conditional on, and will become Effective upon, a copy of the
Court Order being delivered to the Registrar of Companies, which is expected to
occur on 13 May 2026. A further announcement will be made at that time.

The Company hereby confirms that the Scheme Record Time will be 6.00 p.m. on 12
May 2026. Scheme Shareholders whose names appear on Augmentum’s register of
members at the Scheme Record Time will, upon the Scheme becoming Effective in
accordance with its terms, be entitled to receive the consideration as provided
for pursuant to the Scheme.

Capitalised terms used but not otherwise defined in this announcement shall have
the same meanings given to them in the Scheme Document, unless the context
requires otherwise.

For further information

Verdane
James Cook, Director of PR +44 (0)7462 607105
and Content
Houlihan Lokey UK Limited

(Financial Adviser to
BidCo and Verdane)
+44 (0)20 7839 3355
Tim Richardson / Chloe
Catterick +44 (0)20 7839
3355
Augmentum Fintech plc
William Reeve, Chairman Via Cavendish Capital Markets Limited
Media Enquiries: Nigel +44 (0)7802 362088
Szembel
Cavendish Capital Markets
Limited

(Sole Financial Adviser
and Rule 3 Adviser to
Augmentum)
Marc Milmo, Robert Peel, +44 (0)20 7220 0500
Henrik Persson, Daniel
Balabanoff, Trisyia
Jamaludin

Stephenson Harwood LLP is retained as legal adviser to Augmentum. Taylor Wessing
LLP is retained as legal adviser to Verdane and BidCo.

Important notices

Houlihan Lokey UK Limited («Houlihan Lokey»), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to BidCo and Verdane and no one else in connection with the
Acquisition and will not be responsible to anyone other than BidCo and Verdane
for providing the protections afforded to clients of Houlihan Lokey or for
providing advice in relation to the Acquisition or any other matters referred to
in this announcement. Neither Houlihan Lokey nor any of its affiliates owes or
accepts any duty, liability, or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Houlihan Lokey in connection with this
announcement, any statement contained herein or otherwise.

Cavendish Capital Markets Limited («Cavendish»), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as sole financial adviser and Rule 3 adviser to Augmentum and no one
else in connection with the Acquisition and will not be responsible to anyone
other than Augmentum for providing the protections afforded to clients of
Cavendish or for providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Cavendish nor any of its
affiliates owes or accepts any duty, liability, or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Cavendish in connection with
this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to
the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in which such
offer, invitation, solicitation, purchase, sale, issuance or exchange is
unlawful.

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the UK Listing Rules, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules, and the information disclosed
may not be the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of any other jurisdictions.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by the laws and/or
regulations of those jurisdictions. Persons into whose possession this
announcement comes who are not resident in the United Kingdom or who are subject
to the laws and/or regulations of any jurisdiction other than the United Kingdom
should inform themselves of, and observe, any such applicable laws and/or
regulations in their jurisdiction. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Augmentum Shares with respect
to the Scheme at the Court Meeting or the Resolution(s) at the General Meeting,
or to appoint another person as proxy to vote at the Court Meeting or the
General Meeting on their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document. Any failure to comply
with any such restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

Unless otherwise determined by BidCo or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies of
this announcement and all documents relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or send
them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction. If the Acquisition is implemented by a Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover Offer
may not be made, directly or indirectly, in or into or by use of the mails or
any other means or instrumentality (including, without limitation, facsimile,
email or other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national state or other securities
exchange, of any Restricted Jurisdiction and the Takeover Offer will not be
capable of acceptance by any such use, means, instrumentality or facilities or
from or within any Restricted Jurisdiction.

The Acquisition shall be subject to English law and the jurisdiction of the
Court, and, among other things, the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and
the Registrar of Companies.

Additional information for investors in the United States

The Acquisition relates to shares of an English company admitted to trading on
the Main Market of the London Stock Exchange and is proposed to be implemented
by means of a scheme of arrangement under Part 26 of the Companies Act which
will be governed by English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the requirements of United States tender offer and proxy
solicitation rules.

However, if BidCo were to elect to implement the Acquisition by means of a
Takeover Offer and determines to extend such Takeover Offer into the United
States, such Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including, without limitation, to the extent
applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a Takeover Offer would be made in the United States by BidCo and no one
else.

In accordance with normal United Kingdom practice and pursuant to Rule 14(e)
-5(b) of the US Exchange Act (if applicable), BidCo or its nominees, or its
brokers (acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Augmentum outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
Were they to be made, these purchases or arrangements to purchase would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and would comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock Exchange website
at www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Augmentum
Shares pursuant to the Acquisition may have tax consequences in the US and such
consequences, if any, are not described herein. US holders of Augmentum Shares
are urged to consult their independent professional adviser immediately
regarding the legal, tax and financial consequences of the Acquisition
applicable to them.

Neither the US Securities and Exchange Commission nor any securities commission
of any state or other jurisdiction of the United States has approved the
Acquisition, passed judgment upon the fairness or the merits of the Acquisition,
or passed judgment upon the completeness, adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.

Financial information relating to Augmentum included in the Scheme Document (or,
if the Acquisition is implemented by way of a Takeover Offer, the offer
document) or any other documents relating to the Acquisition, has been or shall
have been prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information of US
companies or other companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States
(«US GAAP»). US GAAP differs in certain significant respects from accounting
standards applicable in the United Kingdom. None of the financial information in
this announcement has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards of the Public
Company Accounting Oversight Board (United States).

Each of BidCo and Augmentum is organised under the laws of England and Wales.
Some or all of the officers and directors of BidCo and Augmentum, respectively,
are residents of countries other than the United States. In addition, a number
of the assets of BidCo and Augmentum are located outside the United States. As a
result, it may be difficult for US holders of Augmentum Shares to effect service
of process within the United States upon BidCo or Augmentum or their respective
officers or directors or to enforce against them a judgment of a US court
predicated upon the federal or state securities laws of the United States,
including judgments based upon the civil liability provisions of the US federal
securities laws. US shareholders of Augmentum may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court’s jurisdiction or judgment.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person’s interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. (London time)
on the 10th business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company
or of any securities exchange offeror. A Dealing Disclosure must contain details
of the dealing concerned and of the person’s interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8 of the Takeover Code.
A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on the business
day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they shall be
deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Panel’s website at
http://www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel’s Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Augmentum’s website at https://augmentum.vc/investors/offer by no later than
12.00 noon (London time) on the first Business Day after the date of this
announcement. For the avoidance of doubt, the contents of this website and any
websites accessible from hyperlinks on this website are not incorporated into
and do not form part of this announcement.

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