Notice of General Meeting

Financials Acquisition Corp

23 June 2023

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser, authorised under the UK Financial Services and Markets Act 2000 or, if you are in a territory outside the United Kingdom, an appropriately authorised independent financial adviser.

The contents of this document do not contain and should not be construed as legal, business or tax advice and you should consult your own professional advisers, such as your stockbroker, bank manager, lawyer, auditor or other financial or legal advisers (as appropriate) for such advice. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by Financials Acquisition Corp (the "Company").

This document does not constitute an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, the Shares in any jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been or will be taken to permit the possession, issue or distribution of this document in any jurisdiction where action for that purpose may be required. Persons into whose possession this document comes should inform themselves about and observe all relevant restrictions.

If you sell or transfer or have sold or otherwise transferred all your Ordinary Shares in the Company, please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into jurisdictions other than the United Kingdom if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares in the Company, please retain this document and immediately consult the bank, stockbroker or other agent through which the sale or transfer was effected.

FINANCIALS ACQUISITION CORP

(an exempted company limited by shares incorporated under Cayman Islands law with company number 380273)

EXTENSION OF BUSINESS COMBINATION DEADLINE BY AMENDMENT OF ARTICLES OF ASSOCIATION

and

NOTICE OF EXTRAORDINARY GENERAL MEETING

Formal notice convening a general meeting of the Company to be held at 10:00 a.m. on Monday 10 July 2023 at the offices of Winston & Strawn London LLP, Level 33, 100 Bishopsgate, London EC2N 4AG, with the option, upon request, to join remotely by means of electronic conferencing, is set out at the end of this document. Shareholders will also find enclosed a Form of Proxy.

This document should be read as a whole. Your attention is drawn to the letter from the Executive Chairman of the Company which is set out on pages 5 to 16 of this document and which recommends that you vote in favour of the resolution to be proposed at the General Meeting. Your attention is drawn to Section 6 "General Meeting and Action to be Taken" of Part I "Letter from the Executive Chairman" on page 11 of this document. The definitions used in this document are set out in Part IV "Definitions" starting on page 22 of this document.

TABLE OF CONTENTS

Page

PART I LETTER FROM THE EXECUTIVE CHAIRMAN............................................................... 5

PART II CONSEQUENCES OF APPROVING THE RESOLUTION.............................................. 17

PART III SUMMARY OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION.......... 20

PART IV DEFINITIONS................................................................................................................ 22

EXPECTED TIMETABLE OF EVENTS

Event	Date and time
	2023
Posting of this document and Forms of Proxy..............................................	23 June 2023
Redemption election through CREST available............................................	23 June 2023
Latest time and date for receipt of Forms of Proxy.......................................	10 a.m. on 6 July 2023
Latest time and date for receipt of Forms of Instruction……………	10 a.m. on 5 July 2023
Latest time and date for receipt of CREST voting instructions……………	10 a.m. on 5 July 2023
Latest time and date for receipt of redemption requests in respect of Ordinary Shares............................................................................................	1.00 p.m. on 6 July 2023
Record date for redemption of Ordinary Shares	6.30 p.m. on 6 July 2023
Voting record date for the General Meeting..................................................	6.30 p.m. on 6 July 2023
General Meeting...........................................................................................	10 a.m. on 10 July 2023
Announcement of the result of the General Meeting....................................	10 July 2023
Redemption of Ordinary Shares and settlement of redemption monies through CREST or despatch of cheques in respect of redemption monies....	17 July 2023 (or as soon as practicable thereafter)

Notes

All references to times in the above timetable are to London time. Each of the times and dates in the above timetable is subject to change without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider.

GENERAL INFORMATION

Cautionary note regarding forward-looking statements

This document contains forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, a Business Combination, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this document applies only as of the date of this document and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this document is based, unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or the UK Market Abuse Regulation.

PART I

LETTER FROM THE EXECUTIVE CHAIRMAN

FINANCIALS ACQUISITION CORP

(an exempted company limited by shares incorporated under Cayman Islands law with company number 380273)

Registered Office:

c/o Conyers Trust Company (Cayman) Limited

Cricket Square

Hutchins Drive

PO Box 2681

Grand Cayman KY1-1111

Cayman Islands

https://www.finsac.co.uk

Andrew Rear, Executive Chairman and Director

William Allen, Chief Executive Officer and Director

Paul Jardine, Senior Independent Non-Executive Director

Nic Gorey, Independent Non-Executive Director

Shobha Frey, Independent Non-Executive Director

David Morant, Independent Non-Executive Director

23 June 2023

To the Shareholders and, for information only, to persons with information rights

Dear Shareholder

Extension of Business Combination Deadline by Amendment of the Articles of Association

and

Notice of Extraordinary General Meeting

1.         INTRODUCTION

Today, Financials Acquisition Corp (the "Company"), a special purpose acquisition company, announced that it is seeking shareholder approval to amend its Articles of Association to extend the deadline by which it may complete a Business Combination to 31 December 2023 (the "Extension"), amongst other matters.

The Company was formed for the purpose of entering into a Business Combination with a technology enabled company or business operating principally in (or adjacent to) the insurance or broader financial services industry. The Company has, since the date of its IPO, engaged with a select number of opportunities about a potential Business Combination in the insurance or broader financial services industries.

On 21 June 2023, the Company announced that it had recently identified a Business Combination opportunity that it proposes to pursue, which could involve the Company raising additional capital and becoming a listed operating company deploying funds into the Lloyds of London insurance market for reinsurance purposes (the "Proposed Transaction").

Proposals in relation to the Proposed Transaction are at an early stage and, while there is no certainty that any such transaction can be completed, the Company remains confident that with the benefit of the Extension it would be able to complete this or another Business Combination.

The proposed Extension will require an amendment to the Articles of Association of the Company which currently require the Company to consummate a Business Combination by no later than the date falling fifteen months from the admission of the Ordinary Shares to the standard segment of the official list (as maintained by the FCA) and to trading on the main market for listed securities of the London Stock Exchange, being 13 July 2023.

The Resolution to approve the Extension also proposes to amend the Articles of Association to enable the Company to pursue the Proposed Transaction by merging with a company of nominal operations and certain other matters that are required so as to ensure that the Company is able to comply with its obligations under Cayman Islands law to provide for claims of creditors on a winding up.

The purpose of this letter is to explain why the Board considers the proposals set out herein to be in the best interests of the Company and Shareholders as a whole. This letter also includes a recommendation from the Board that Shareholders approve the Resolution to be proposed at the General Meeting. Shareholders are not being asked to approve any Business Combination at the General Meeting.

Shareholders should read the entire document and not only rely on the information set out in this letter.

2.         AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company is convening an extraordinary general meeting to be held at 10.00 a.m. on Monday 10 July 2023 to consider, and if thought fit, approve the Resolution which, if approved, will implement certain amendments to the Articles of Association.

The Company is seeking the approval of Shareholders to amend the Articles of Association in the following manner:

Amendment to the Definition of the "Business Combination Deadline"

The definition of Business Combination Deadline is proposed to be amended to provide for an additional period of 5 months and 18 days to 31 December 2023.

In order to allow the Company additional time to complete a Business Combination, the Company is seeking an extension of the Business Combination Deadline from 13 July 2023 to 31 December 2023, being less than the maximum time period permitted under Listing Rule 5.6.18AG(3).

The Articles of Association provide for two three-month extension periods to the Business Combination Deadline as determined by the Board in its sole discretion, and the IPO Prospectus states that the exercise of this extension mechanism would be subject to additional funds being committed to the Company  for the purpose of providing additional overfunding to the Escrow Account. The Board has however determined that an extension in this manner is not in the best interests of the Company at this time (although it will not rule out using such extension mechanism in the future). Accordingly, the Board is proposing to implement the Extension through an amendment to the Articles of Association.

The Company remains confident on the prospect of successfully consummating a Business Combination with the benefit of the Extension by the proposed revised Business Combination Deadline of 31 December 2023.

Amendment to the Definition of "Business Combination" and Removal of Article 71.2

The Proposed Transaction will, if implemented, result in the Company merging with a company of nominal operations. The Articles of Association currently prevent the Company from being able to implement a Business Combination in this manner and for this reason, it will be necessary to amend the Articles of Association to enable the Company to pursue the Potential Transaction.

Please note that Shareholders are not being asked to approve the Proposed Transaction or any Business Combination at the General Meeting and any implementation of the Proposed Transaction will be subject to the approval of the remaining Ordinary Shareholders (excluding the Excluded Persons) in due course. Please also note that whilst the Proposed Transaction may involve the Company merging with a company of nominal operations, there is no intention for the Company to merge with another blank-cheque company.

Amendment to Article 69.3

Article 69.3 provides that in the event that any amendment is made to the Articles to modify the substance or timing of the Company's obligation to allow redemption of 100 per cent of the Ordinary Shares if the Company does not consummate a Business Combination by the initial Business Combination Deadline of 13 July 2023, each holder of Ordinary Shares shall be provided with the opportunity to redeem their Ordinary Shares upon the approval or effectiveness of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Ordinary Shares.

Article 70.1 provides that in the event the Company does not consummate a Business Combination on or before the Business Combination Deadline, the Company shall cease operations, redeem its Ordinary Shares and as promptly as is reasonably possible following such redemptions, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements, under applicable law.

In the event that 100 per cent of the Ordinary Shares are redeemed as a result of the availability of redemption rights proposed herein in accordance with Article 69.3, it is currently anticipated that, without additional funding being provided or otherwise committed, the Company will be unable to consummate a Business Combination and it will need to liquidate and dissolve in accordance with the provisions of Article 70.1. However, in such circumstances due to there being no funds being left in the Escrow Account as a result of 100 per cent of the Ordinary Shares being redeemed, without additional funding being provided or otherwise committed to the Company, the Company will be unable to comply with its obligations under Cayman Islands law to provide for claims of creditors on a liquidation and dissolution under Article 70.1.

Accordingly, the Board propose to amend Article 69.3 to ensure that its obligation to redeem 100 per cent of the Ordinary Shares under such Article is subject to its obligations under Cayman Islands law to provide for claims of creditors and other requirements, under applicable law. Such amendment is a procedural mechanism so as to ensure that its obligations under Cayman Islands and other applicable law and Article 70.1 can be complied with on a winding up.

3.         AVAILABILITY OF REDEMPTION RIGHTS

Pursuant to the Articles of Association, in the event that any amendment is proposed to be made to the Articles of Association to modify the substance or timing of the Company's obligation to redeem 100 per cent of the Ordinary Shares if the Company does not consummate a Business Combination by the Business Combination Deadline of 13 July 2023; or with respect to any other provision relating to Ordinary Shareholders' rights or pre-Business Combination activity, the Company shall provide the Ordinary Shareholders with the opportunity to redeem their Ordinary Shares upon the approval or effectiveness of any such amendment.

The Resolution, if approved, will extend the Business Combination Deadline of 13 July 2023 to 31 December 2023. Accordingly, in accordance with the Articles of Association, the Company will provide the Ordinary Shareholders with the opportunity to redeem their Ordinary Shares, conditional upon the approval of the Resolution, in order to realise the investment they made at the time of the Offering if a Business Combination was not completed by 13 July 2023.

See Section 7 "Exercise of Redemption Rights in connection with the Resolution" of this Part I for further details in relation to the exercise of redemption rights in connection with the Extension.

This right of redemption in connection with the Resolution is in addition to the opportunity for Ordinary Shareholders to redeem their Ordinary Shares in connection with a Business Combination if one is consummated or, if the Company has not completed a Business Combination by the revised Business Combination Deadline of 31 December 2023, in a pre-winding up redemption.

This right of redemption in connection with the Resolution will apply whether or not an Ordinary Shareholder votes in favour of the Resolution at the General Meeting.  

If the Resolution is approved at the General Meeting, any Ordinary Shareholders that have elected to have all or a portion of their Ordinary Shares redeemed upon the approval of such Resolution by submitting a valid redemption form by the Redemption Notice Delivery Deadline will be entitled to have such Ordinary Shares redeemed. Redemption amounts shall be paid in accordance with the redemption arrangements within five Trading Days of the General Meeting or as soon as practicable thereafter.

The redemption of Ordinary Shares held by an Ordinary Shareholder does not trigger the redemption of Warrants held by such Ordinary Shareholder (if any). Accordingly, Ordinary Shareholders whose Ordinary Shares are redeemed by the Company will retain all rights to any Warrants that they may hold at the time of such redemption.

The Directors consider that the options available to Ordinary Shareholders are to:

•           approve the Resolution and retain their Ordinary Shares (and Warrants, as applicable);

•           approve the Resolution and redeem their Ordinary Shares, but retain their Warrants (as applicable), which would provide such holders with the ability to benefit from a Business Combination, if agreed, if the Warrants become exercisable in accordance with their terms; or

•           refuse to approve the  Resolution, in which event, if the requisite majority of Shareholders do not approve the Resolution, the Company will following expiry of the Business Combination Deadline of 13 July 2023, cease all operations except for the purposes of winding up and commence a pre-winding up redemption in the manner contemplated in Section 5 below.

The Company considers that Shareholders should have the ability to decide to either give the Company additional time to complete a Business Combination or to have the Company proceed with a pre-winding up redemption and then liquidate the Company. See Section 9 "Recommendation" of this Part I for details of the Board's recommendation.

The Sponsor Entities and the Directors have agreed to waive any redemption rights they may have with respect to the Shares they hold in connection with the proposals herein. The Sponsor Entities and the Directors have undertaken to vote in favour of the Resolution in respect of the Shares they hold.

4.         CONSEQUENCES OF APPROVING THE RESOLUTION

Consequences

The approval of the Resolution will have certain consequences, including, but not limited to, the following:

(a)          Shareholders may suffer a dilutive effect in the event of exercise of redemption rights in connection with the Resolution and redemption of Ordinary Shares may adversely affect the liquidity and price of the Ordinary Shares;

(b)          the exercise of redemption rights in connection with the Resolution may mean that the Company no longer satisfies the free float requirement under the Listing Rules;

(c)          the redemption of Ordinary Shares in connection with the Resolution will result in a diminution of funds in the Escrow Account available for use in connection with a Business Combination and the Company may need to raise additional third party financing which would dilute remaining Ordinary Shareholders;

(d)          if the funds available to the Company outside of the Escrow Account are insufficient to allow the Company to operate until the Business Combination Deadline, the Company may be unable to complete a Business Combination;

(e)          the Company may not be able to complete a Business Combination by the revised Business Combination Deadline of 31 December 2023, as a result of which it would cease all operations except for the purposes of winding up, redeem the remaining Ordinary Shares and liquidate and dissolve, which could result in a loss of part of Ordinary Shareholders' investment and any outstanding Warrants will expire worthless; and

(f)          a Business Combination may not be agreed or complete, which may result in irrecoverable costs.

In the event that the Resolution proposed herein is approved, the Company intends to pursue the Proposed Transaction and will incur additional costs in doing so and to the extent that it is unable to raise additional funds outside of the Escrow Account to meet these costs, the value of funds in the Escrow Account available to redeeming shareholders on a subsequent pre-winding up redemption may be reduced due to the Company's obligations under Cayman Islands law to provide for claims of creditors on a winding up. Please see Part II: "Consequences of approving the Resolution" for further information.

City Code

The City Code does not apply to the Company and there are no rules or provisions relating to mandatory takeover bids in relation to the Ordinary Shares.

Amendment of Warrant Instrument

Subject to approval of the Resolution, following the General Meeting the Company intends to amend the Warrant Instrument to align the definition of "Business Combination Deadline" in the Warrant Terms & Conditions with the definition in the Articles of Association after giving effect to the proposed amendments to the Articles of Association. The Company intends to replace the existing definition of "Business Combination", "Business Combination Deadline" and "Extension Period" in the Warrant Terms & Conditions with the words "has the meaning ascribed to it in the Articles of Association".

Pursuant the Warrant Terms & Conditions, the Company is permitted to change any provision of the Warrant Terms & Conditions, without the consent of holders of Warrants, with respect to, among other things, matters or questions arising under the Warrant Terms & Conditions as the Company may deem necessary or desirable and the Company deems not to adversely affect the rights of the holders of Warrants. The Company does not expect the proposed change to the Warrant Terms & Conditions to adversely affect the rights of the holders of Warrants.

A notice to Warrant Holders setting out the amendments to the Warrant Instrument will be published following the announcement of the results of the General Meeting and amendment of the Warrant Instrument.

5.         CONSEQUENCES OF NOT APPROVING THE RESOLUTION

In the event that the Resolution is not approved, the Company will:

(a)           not be able to complete a Business Combination by the Business Combination Deadline of 13 July 2023;

(b)          not give effect to any requests for redemption of Ordinary Shares that have been submitted in connection with the Resolution;

(c)          cease all operations except for the purposes of winding up;

(d)          as promptly as reasonably possible but not more than ten (10) business days after 13 July 2023 (being the initial Business Combination Deadline), redeem the Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account and not previously released to the Company (less taxes payable and up to £100,000 of interest to pay dissolution expenses), divided by the number of then Ordinary Shares in issue, which redemption will completely extinguish Ordinary Shareholders' rights as Members in respect of such Ordinary Shares (including the right to receive further liquidation distributions, if any); and

(e)          as promptly as reasonably possible following such pre-winding up redemption referred to at (d) above, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

In such circumstances, there can be no assurance as to the particular amount or value of the remaining assets of the Company at any such future time either as a result of costs from any unsuccessful Business Combination, from other running costs or from other factors, including disputes or legal claims which the Company is required to pay out, the cost of the liquidation and dissolution process, applicable tax liabilities or amounts due to third party creditors.

For additional information, please see paragraph 13 "Redemption and Liquidation if no Business Combination" of Part VII "Proposed Business and Strategy" of the IPO Prospectus, which is available on the Company's website at https://www.finsac.co.uk.

6.         GENERAL MEETING AND ACTION TO BE TAKEN

General Meeting

The Directors are seeking approval of the Resolution as a Special Resolution to amend the Articles of Association of the Company in the manner set out in Section 2 "Amendments to the Articles of Association" of this Part I and Part III: "Summary of the Amendments to the Articles of Association".

Shareholders are not being asked to approve a Business Combination at the General Meeting.

If the Company is able to agree the terms of a Business Combination and enter into definitive binding agreements in respect of such transaction, the Company will in due course publish an FCA-approved prospectus and circular which will include a notice to convene an extraordinary general meeting to approve such Business Combination (among other related matters).

At the end of this document is a notice convening the General Meeting to be held at 10.00 a.m. on Monday 10 July 2023 at the offices of Winston & Strawn London LLP, Level 33, 100 Bishopsgate, London EC2N 4AG, with the option, upon request, to join remotely by means of electronic conferencing, at which the Resolution will be proposed.

Forms of Proxy

Shareholders who are registered in the register of members of the Company at 6.30 p.m. on 6 July 2023 (or, if the meeting is adjourned, at 6.30 p.m. on the date which is one day prior to the date of the adjourned meeting) are entitled to attend and vote, whether in person or by proxy, at the General Meeting.

Shareholders will find enclosed with this document a Form of Proxy for use in connection with the General Meeting. Shareholders are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon.

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. A proxy need not be a Shareholder of the Company. A Form of Proxy which may be used to make such appointment and give proxy instructions is enclosed with this document.

If a Shareholder completes and returns a Form of Proxy such Shareholder may still attend and vote at the General Meeting in person should such Shareholders subsequently decide to do so, subject to any restrictions applicable to attendance in person.

To be valid any Form of Proxy or other instrument appointing a proxy must be received by the Registrar by post at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or via Email at #[e-mail] , in each case by no later than 10:00am (London time) on 6 July 2023, being not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

Forms of Instruction

Holders of Depositary Interests should complete the enclosed Form of Instruction in accordance with the instructions printed thereon to direct Computershare Company Nominees Limited as the custodian of their shares how to exercise their votes or (by following the instructions on the Form of Instruction) indicate that they intend to attend the General Meeting in person. If a holder of Depositary Interests indicates, in this manner, that they intend to attend the General Meeting, Computershare Company Nominees Limited shall issue a letter of representation to the holder of Depositary Interests giving them authorisation to attend the General Meeting and vote. If any holder of Depositary Interests attends the General Meeting without a letter of representation they will only be allowed to enter the General Meeting as a guest and will not be allowed to vote. To be valid, the Form of Instruction must be completed in accordance with the instructions set out in the form and returned as soon as possible to the offices of the Custodian at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, England so as to be received no later than 10:00 a.m. (London time) on 5 July 2023.

Holders of Depositary Interests in CREST may also transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf.

In order for instructions made using the CREST voting service to be valid, the appropriate CREST Voting Instruction must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST).

To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company's agent (3RA50) no later than 10:00 a.m. (London time) on 5 July 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

Holders of Depositary Interests in CREST and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depositary Interest holder concerned to take (or, if the Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depositary Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

7.         EXERCISE OF REDEMPTION RIGHTS IN CONNECTION WITH THE RESOLUTION

Exercise of redemption rights

Ordinary Shareholders may require the Company to redeem all or such portion of the Ordinary Shares held by them as such Ordinary Shareholder may request in connection with the Resolution if the following conditions are met: (i) the Redeeming Shareholder exercising its right to have its Ordinary Shares redeemed has validly notified the Company through the Paying Agent by returning a redemption form or a properly authenticated TTE instruction no later than the Redemption Notice Delivery Deadline in accordance with the requirements set out below; and (ii) the Resolution is approved at the General Meeting.

If an Ordinary Shareholder does not wish to redeem any of its Ordinary Shares in connection with the Resolution, it does not need to submit a redemption form or take any other action.

The Company shall be entitled at its absolute discretion to determine the procedures for the redemption of the Ordinary Shares (subject to the facilities and requirements of CREST, the provisions of the Articles of Association and the Act). Without prejudice to the Company's discretion, it is intended that the procedure described below shall apply.

Redemption procedure

General

Completion of a redemption request shall be deemed to include a representation and warranty to the Company that the Ordinary Shares held by such Ordinary Shareholder for which redemption has been requested are free from and clear of all liens, charges and other encumbrances.

Redemption requests for Ordinary Shares held in certificated or uncertificated form shall not be valid (unless the Company agrees otherwise) unless they are received by the Paying Agent by the Redemption Notice Delivery Deadline. The Company reserves the right to treat as valid redemption requests which are not entirely in order and shall be entitled (in its sole discretion) to accept late redemption requests.

If an Ordinary Shareholder has any questions, please call Computershare Investor Services PLC on [phone]. Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Ordinary Shares held in uncertificated form

Depositary Interest holders must make their intention to tender their Depositary Interests for redemption known to the Paying Agent through their custodian, bank or stockbroker submitting a properly authenticated transfer to escrow instruction through the CREST system ("TTE instruction") on their behalf no later than the Redemption Notice Delivery Deadline to effect the transfer of the number of Ordinary Shares to be redeemed from the relevant CREST account to the Paying Agent's specified CREST account.

Following the transfer to the Paying Agent's CREST account and pending redemption of all or part of the Ordinary Shares, such Ordinary Shareholder shall not be entitled to dispose of, encumber, charge or deal in any way whatsoever with the Ordinary Shares which have been so transferred.

A valid TTE instruction will need to include the following particulars:

•           the ISIN for the Ordinary Shares, which is KYG3439B1032;

•           the number of Ordinary Shares being tendered for redemption;

•           the participant ID of the holder of Ordinary Shares;

•           the member account ID of the holder of Ordinary Shares, being the account from which the Ordinary Shares are to be debited;

•           the participant account of the Paying Agent 3RA30;

•           the member account ID of the Paying Agent, which is FACRED01;

•           the corporate action number allocated by Euroclear, which can be obtained by viewing CREST prior to submission of the TTE instruction;

•           the intended settlement date for the TTE instruction in CREST. This should be as soon as possible and, in any event, no later than the Redemption Notice Delivery Deadline;

•           delivery priority of at least 80; and

•           a contact name and number in the shared note field.

CREST members and (where applicable) CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timing and limitations will therefore apply in relation to the input of a TTE instruction and its settlement in connection with the exercise of the rights attaching to the Ordinary Shares held in CREST. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a TTE instruction is effected and settled by the Redemption Notice Delivery Deadline. In this connection, CREST members and (where applicable) their CREST sponsors, are referred in particular to those sections of the CREST Manual concerning the practical limitation of the CREST system and timings.

The Company may in its sole discretion:

•           accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor in substitution for or in addition to a TTE instruction and subject to such further terms and conditions as the Company may determine;

•           treat a properly authenticated instruction (the "first instruction") as not constituting a valid TTE instruction if, at the time at which the Paying Agent receives a properly authenticated dematerialised instruction giving details of the first instruction, either the Company or the Paying Agent has received actual notice from Euroclear of any matters referred to in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and

•           accept an alternative instruction or notification from a CREST member or CREST sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a TTE instruction or notification, in the event that, for reasons or due to circumstances outside the control of the CREST member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable to validly request the redemption of its Ordinary Shares by means of the procedures described above. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by the Paying Agent in connection with CREST.

Ordinary Shares held in certificated form

Any Ordinary Shareholder who holds its Ordinary Shares in certificated form should contact the Paying Agent and request a redemption form. Ordinary Shareholders must make their intention to tender their Ordinary Shares for redemption known to the Paying Agent by returning a redemption form and their Ordinary Share certificate no later than the Redemption Notice Delivery Deadline.

Redemption Amount

The amount payable upon a redemption of an Ordinary Share in connection with the Resolution is approximately £10.53 per Ordinary Share as at the date of this document (comprising £10.00 per Ordinary Share representing the amount subscribed for by Ordinary Shareholders per Ordinary Share in the Offering, together with such Ordinary Shareholders' pro rata entitlement to the Escrow Account Overfunding, plus interest accruing in the Escrow Account, less amounts held back by the Company for the purpose of satisfying its obligations under Cayman Islands law to provide for claims of creditors on a liquidation and dissolution).

Settlement

Ordinary Shareholders who submit a valid redemption request to redeem all or a portion of their Ordinary Shares on or before the Redemption Notice Delivery Deadline shall have such Ordinary Shares redeemed and payment in respect of such Ordinary Shares will be made by the Registrar within five Trading Days of the date of the General Meeting or as soon as practicable thereafter, subject to the Resolution having been approved at the General Meeting. The Company shall not be liable for any loss or damage suffered or incurred by any Redeeming Shareholder or any other person as a result of or arising out of late settlement, howsoever such loss or damage may arise.

Each payment of the redemption amount in respect of Ordinary Shares held in uncertificated form will take place through CREST by means of a CREST payment in favour of the relevant Redeeming Shareholder's payment bank in respect of the redemption monies due, in accordance with the CREST payment arrangements. All documents, instructions and remittances sent by, to or from an Ordinary Shareholder or its appointed agent will be sent at its own risk.

Each payment of the redemption amount in respect of any Ordinary Shares held in certificated form will be made by cheque made payable to the relevant Redeeming Shareholder(s) and shall be sent to the address specified by that Redeeming Shareholder, or in the case of joint holders, to the joint holder first named in the register of members (or, if none is specified, to the address of the Redeeming Shareholder as entered in the register of members in respect of such Ordinary Shares). Due payment of the cheques or warrants shall be in satisfaction of the redemption amount represented thereby. Every such cheque or warrant which is sent through the post shall be sent by first class post at the risk of the relevant Redeeming Shareholder(s).

8.         NON-UNITED KINGDOM SHAREHOLDERS

The distribution of this document in certain jurisdictions may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Shareholders who are not resident in the United Kingdom should note that they should satisfy themselves that they have fully observed any applicable legal requirements under the laws of their relevant jurisdiction in relation to the matters referred to in this document.

9.         RECOMMENDATION

The Directors consider the Extension and the Resolution to be in the best interests of the Company and Shareholders taken as a whole and unanimously recommend that Shareholders vote in favour of the Resolution.

Yours faithfully

Andrew Rear

Executive Chairman

PART II

CONSEQUENCES OF APPROVING THE RESOLUTION

Ordinary Shareholders may suffer a dilutive effect in the event of exercise of redemption rights in connection with the Resolution and redemption of Ordinary Shares may adversely affect the liquidity and price of the Ordinary Shares

If the Resolution is approved and some of the Ordinary Shareholders exercise their rights of redemption in respect of their Ordinary Shares, the Company shall be required to distribute a proportion of the funds standing to the credit of the Escrow Account to Ordinary Shareholders and to redeem the relevant Ordinary Shares for which redemptions have been validly tendered. This will result in the number of Ordinary Shares in issue being reduced, while the number of Sponsor Shares, Warrants and Sponsor Warrants will remain unchanged.

Upon completion of a Business Combination, the remaining holders of the Ordinary Shares may therefore face increased dilution to their interests (as a result of more Warrants and Sponsor Warrants remaining outstanding, relative to the number of Ordinary Shares then in issue, and the conversion of Sponsor Shares at the conversion ratio in accordance with their terms).

Furthermore, if some of the Ordinary Shareholders exercise their rights of redemption in respect of their Ordinary Shares, the number of Ordinary Shares in issue and held in public hands, will be reduced and this may, among other things, adversely affect the potential trading market for the Ordinary Shares. As such, Ordinary Shareholders who do not redeem their Ordinary Shares in connection with the approval of the Resolution should not expect that they will necessarily be able to realise their investment in Ordinary Shares or Warrants within a period that they would regard as reasonable.

The exercise of redemption rights in connection with the approval of the Resolution may mean that the Company no longer satisfies the free float requirement under the Listing Rules

Pursuant to Listing Rule 5.2.1R, the FCA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them. Examples of circumstances where the FCA may cancel the listing of securities where it appears to the FCA that the issuer no longer satisfies its continuing obligations for listing including, under Listing Rule 5.2.2G(2), where the percentage of shares in public hands falls below 10 per cent (the FCA may however allow a reasonable time to restore the percentage, unless this is precluded by the need to maintain the smooth operation of the market or to protect investors).

If the Resolution is approved and the number of Ordinary Shareholders who exercise their rights of redemption in respect of their Ordinary Shares is such that the number of Ordinary Shares in issue and held in public hands will be reduced following settlement of redemptions such that: (i) the percentage of Ordinary Shares in public hands falls below 10 per cent (meaning the Company would no longer comply with Listing Rule 14.2.2R); or (ii) the number of Ordinary Shares will not facilitate the smooth operation of the market, then, in each case, although the FCA may permit the Company a reasonable time to restore the percentage of shares held in public hands, the FCA may cancel the listing of the Ordinary Shares.

The redemption of Ordinary Shares in connection with the approval of the Resolution will result in a diminution of funds in the Escrow Account available for use in connection with a Business Combination and the Company may need to raise additional third party financing which could dilute remaining Ordinary Shareholders

In the event that there is a significant exercise of redemption rights in connection with the approval of the Resolution, the Company will suffer a reduction in the funds available in the Escrow Account to fund a Business Combination (for which some or all of the consideration is to be financed in cash) or to develop the assets and operations of any target company or business following completion of a Business Combination. Furthermore, the Company may need to raise additional finance at the time of any Business Combination to pay any cash consideration if required, and to satisfy any minimum cash conditions under the transaction agreement(s), or to otherwise meet its financing requirements in connection with a Business Combination.

If the Company has insufficient funds available, the Company may be required to seek additional financing by issuing new equity or debt securities or securing debt financing. The Company may not receive sufficient support from its existing Shareholders or new investors to raise additional equity, and lenders may be unwilling to extend debt financing to the Company on attractive terms, or at all.

In addition, raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. It is likely that the Company will decide that there is a need to raise to additional third party financing through the issue of a substantial number of additional Ordinary Shares to complete a Business Combination, either as consideration or via a private investment in public entity, or PIPE transaction. The issuance of additional Ordinary Shares: may significantly dilute the equity interest of remaining Ordinary Shareholders; or could cause a change in control if a substantial number of Ordinary Shares are issued, which could, amongst other things, result in the resignation or removal of the Company's present Directors; and may adversely affect prevailing market prices for the Ordinary Shares and Warrants. These considerations may limit the Company's ability to complete a Business Combination or optimise the Company's capital structure.

If the funds available to the Company outside of the Escrow Account are insufficient to allow the Company to operate until the Business Combination Deadline, the Company may be unable to complete a Business Combination and Shareholders may receive less than the Redemption Amount

The funds available to the Company outside of the Escrow Account may not be sufficient to allow the Company to operate until the revised Business Combination Deadline of 31 December 2023, assuming that a Business Combination is not completed prior to such date. The Company has incurred and expects to incur further significant expenses in connection with a Business Combination. If the Company requires additional financing and is unable to obtain it, such events may negatively impact the analysis regarding the Company's ability to continue as a going concern.

Of the funds available to the Company, the Company could use a portion of the funds available to it to pay fees to third parties. The Company might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. Accordingly, due to the Company's obligations under Cayman Islands law to provide for claims of creditors on a winding up, if the Company is unable to complete a Business Combination by the revised Business Combination Deadline, Ordinary Shareholders may receive less than the Redemption Amount and the Warrants will expire worthless.

There is no certainty that the Company will be able to complete a Business Combination by the Business Combination Deadline, as a result of which it would cease all operations except for the purposes of winding up, redeem the Ordinary Shares and as promptly as reasonably possible following such redemption, liquidate and dissolve, which could result in a loss of part of Ordinary Shareholders' investment and any outstanding Warrants will expire worthless

There is no certainty that the Company will be able to complete a Business Combination by the revised Business Combination Deadline of 31 December 2023. The Company's ability to complete a Business Combination may be negatively impacted including, among other things, by general market conditions and volatility in the capital and debt markets, including as a result of geopolitical developments, macroeconomic and market conditions, interest rates, valuations or competition. Such market conditions could limit the Company's ability to complete a Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to the Company or at all. Furthermore, if the Company fails to complete a Business Combination its ability to complete any alternative Business Combination may be negatively impacted.

If the Company has not completed a Business Combination by the Business Combination Deadline, it will: (1) cease all operations except for the purposes of winding up; (2) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, divided by the number of then issued and outstanding Ordinary Shares (not held in treasury), which redemption will completely extinguish Ordinary Shareholders' rights as Members (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Shareholders and the Directors, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such case, upon a liquidation and dissolution of the Company, Ordinary Shareholders could receive less than the Redemption Amount and the Warrants will expire worthless.

Even if the Extension is approved a Business Combination may not be agreed or complete, and Shareholders may receive less than the Redemption Amount

There can be no guarantee that terms for a Business Combination will be agreed even if the Extension is approved. If terms are agreed, a Business Combination would be subject to, amongst other things, the approval of such Business Combination by Ordinary Shareholders (excluding any votes cast by Excluded Persons), and the conditions to a Business Combination may not be satisfied. If a Business Combination does not complete, including for reasons beyond the Company's control, such as the result of Shareholders voting against a Business Combination, the costs incurred up to that point for a Business Combination would likely not be recoverable. Any such event that prevents the consummation of a Business Combination would result in a loss to the Company of the related costs incurred. The Sponsor Entities are under no obligation to finance further costs and may choose not to commit any further capital. As a result, the Company may not have the capital available to it outside of the Escrow Account to cover any costs to pursue a Business Combination.

If the Company is unable to complete a Business Combination by the revised Business Combination Deadline of 31 December 2023, it will have to commence the process of winding itself up. Under Cayman Islands law, on a winding up of the Company creditors of the Company are paid in priority to Ordinary Shareholders and accordingly in such circumstances Ordinary Shareholders would receive less than the Redemption Amount and the Warrants will expire worthless.

In addition, the failure of a Business Combination could be time consuming and as a result reduce the period of time which the Company has to complete any alternative Business Combination as it approaches the revised Business Combination Deadline. As a result, the failure of a Business Combination could materially adversely affect the Company's prospects of successfully completing any alternative Business Combination.

PART III

SUMMARY OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Resolution proposes to amend the Articles of Association in the following manner:  

To Amend the Definition of the "Business Combination Deadline"

To extend the Business Combination Deadline from 13 July 2023 to 31 December 2023, Article 1.1 would be amended by deleting the words in red font and inserting the words in blue underline font as follows:

"Business Combination Deadline"      means  the date falling 15 months from Admission 31 December 2023 subject to any Extension Period, or such later date as is approved by Ordinary Resolution in compliance with the Listing Rules;

To Amend the Definition of "Business Combination" and Delete Article 71.2

To permit the Company to engage a wider range of entities for the purposes of identifying a target company with nominal operations for the purposes of pursuing the Proposed Transaction:

Article 1.1 of the Articles of Association would be amended by deleting the words in red font as follows:

"Business Combination"   means an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with a business or entity, which Business Combination must not be effectuated solely with another blank cheque company or a similar company with nominal operations;

Article 71.2 of the Articles of Association would be deleted in its entirety as follows:

71.2     A Business Combination must not be effectuated with another blank cheque company or a similar company.

To Amend the Definition of the "Extension Period"

For purposes of consistency to remove a term that was previously not defined, Article 1.1 of the Articles of Association would be amended by deleting the words in red font as follows:

"Extension Period"     means a three month extension period that the Company has to consummate the Business Combination beyond the Initial Business Combination Deadline, as determined by the Board in its sole discretion on up to two separate occasions;

To Amend Article 69.3

To enable the Company to comply with its obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law in a liquidation and dissolution following the redemption procedure provided for in this document, Article 69.3 of the Articles of Association would be amended by the insertion of the words in blue font as follows:

69.3     In the event that any amendment is made to the Articles:

(a)        that would be contrary to the constitutional requirements for special purpose acquisition companies as such are provided for in Listing Rule 5.6.18A (unless such is permitted pursuant to a derogation by the Financial Conduct Authority);

(b)        to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Class A Shares if the Company does not consummate a Business Combination by the Business Combination Deadline; or

(c)        with respect to any other provision relating to Members' rights or pre-Business Combination activity,

each holder of Class A Shares shall be provided with the opportunity to redeem their Class A Shares upon the approval or effectiveness of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest and not previously released to the Company to pay its taxes, divided by the number of then outstanding Class A Shares, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law to enable the Company to comply with its obligations on a dissolution and liquidation under Article 70.1.

PART IV

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"Act"	the Companies Act (As Revised) of the Cayman Islands;
"Articles of Association" ................	the memorandum and articles of association of the Company, as at the date of this document;
"Board" ...........................................	the board of Directors of the Company;
"Business Combination"..................	an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with a business or entity;
"Business Combination Deadline" ..	the deadline by which the Company must complete a Business Combination, being 13 July 2023 if the Resolution is not approved at the General Meeting, or 31 December 2023 if the Resolution is approved at the General Meeting;
"City Code"	the City Code on Takeovers and Mergers;
"Company" .....................................	Financials Acquisition Corp, a Cayman Islands exempted company;
"Cornerstone Investors"	Empyrean Capital Overseas Master Fund, Ltd (and its affiliates) and Toscafund Asset Management LLP (on behalf of funds managed by it);
"CREST" or "CREST System" .......	the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear UK & International Limited is the operator;
"CREST Regulations" ....................	The Uncertificated Securities Regulations 2001 (SI 2001 No.3755);
"CREST Voting Instruction"	a message by or on behalf of Depositary Interest holders in connection with the General Meeting transmitted through CREST properly authenticated in accordance with Euroclear's specifications and containing the information required for such instructions in the CREST Manual depositary interests representing Ordinary Shares;
"Depositary"	Computershare Investor Services PLC or any other depositary appointed by the Company from time to time;
"Depositary Interests"	the dematerialised depositary interests in respect of the Ordinary Shares and Warrants issued or to be issued by the Depositary;
"Directors" ......................................	the directors of the Company;
"Disclosure Guidance and Transparency Rules" ......................	the disclosure guidance and transparency rules of the FCA made in accordance with section 73A of the FSMA;
"Escrow Account" ..........................	the escrow account opened by the Company with the Escrow Agent;
"Escrow Account Overfunding" .....	the proceeds of additional funds committed to the Company through the subscription for Overfunding Shares at a subscription price of £10.00 per share at the time of the IPO;
"Escrow Agent" ..............................	HSBC Bank plc;
"Euroclear" .....................................	Euroclear UK & International Limited;
"Excluded Persons"	means the Sponsor Shareholders, any founding shareholder of the Company, the Cornerstone Investors and such other persons as are precluded from being a "public shareholder" as such term is defined in the Listing Rule 5.6.18B(2);
"Extension" .....................................	the proposed extension of the Business Combination Deadline from 13 July 2023 to 31 December 2023;
"FCA" .............................................	the UK Financial Conduct Authority;
"Form of Instruction"	the form of instruction for use by Depositary Interest holders in connection with the General Meeting;
"Form of Proxy" .............................	the form of proxy accompanying this document in respect of the General Meeting;
"FSMA" ...........................................	the UK Financial Services and Markets Act 2000, as amended;
"General Meeting" ..........................	the extraordinary general meeting of the Company to approve the Resolution, including the Extension;
"IPO" ..............................................	the initial public offering of the Company which completed on 13 April 2022;
"IPO Prospectus" ............................	the prospectus dated 7 April 2022 published by the Company;
"Listing Rules" ................................	the UK Listing Rules as published in the UK Financial Conduct Authority Handbook from time to time;
"London Stock Exchange" ..............	London Stock Exchange plc;
"Member" or "Shareholder"	the person registered in the register of members maintained by the Company, as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
"Offering" .......................................	the initial offering of 15,000,000 Ordinary Shares (with matching Warrants being issued concurrently with the delivery of the Ordinary Shares to subscribers of Ordinary Shares on the basis of one-half (1/2) of one (1) Warrant per Ordinary Share) at a placing price of £10.00 per Ordinary Share to certain institutional investors, pursuant to the IPO;
"Ordinary Shareholders"................	holders of Ordinary Shares;
"Ordinary Shares" ..........................	Class A ordinary shares of £0.0001 each in the share capital of the Company;
"Overfunding Shares" ....................	Ordinary Shares without matching Warrants subscribed for at £10.00 each in connection with the Escrow Account Overfunding;
"Paying Agent" ...............................	Computershare Investor Services PLC;
"Prospectus Regulation Rules" .......	the prospectus regulation rules of the FCA made pursuant to section 73A of the FSMA, as amended from time to time;
"Redeeming Shareholder" ..............	each Ordinary Shareholder who elects to redeem its Ordinary Shares in accordance with the procedure set out in this document;
"Redemption Amount" ....................	an amount per Ordinary Share set out on page 15 under the heading "Redemption Amount";
"Redemption Notice Delivery Deadline" .........................................	1.00 p.m. (London time) on 6 July 2023, being the date two Trading Days prior to the date of the General Meeting;
"Registrar" .....................................	Computershare Investor Services (Cayman) Limited;
"Resolution" ....................................	the Special Resolution to be proposed at the General Meeting;
"Shares" ..........................................	the shares in the Company outstanding from time to time and including the Ordinary Shares and the Sponsor Shares;
"Special Resolution" .......................	a resolution of the Company passed by a majority of at least two-thirds of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose a resolution as a special resolution has been duly given (and for the avoidance of doubt, unanimity qualifies as a majority), or a written resolution passed by unanimous consent of all Members entitled to vote;
"Sponsor Entities" ...........................	FINSAC LLP, a limited liability partnership incorporated in England and Wales with registered number OC436138 and its successors or assigns and/or FINSAC II LLP, a limited liability partnership incorporated in England and Wales with registered number OC440377 and its successors or assigns;
"Sponsor Shares" ............................	the Class B ordinary shares of the Company issued to the Sponsor Entities, each with a par value of £0.0001 per share, comprising sub-class B1 ordinary shares, sub-class B2 ordinary shares, and sub-class B3 ordinary shares which convert to Ordinary Shares on a one for one basis upon completion of the Business Combination (subject to adjustment in certain circumstances);
"Sponsor Shareholders"	holders of Sponsor Shares;
"Sponsor Warrants" .......................	warrants with no par value subscribed for by the Sponsor Entities;
"Trading Day" ................................	a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system on which the Ordinary Shares or Warrants are listed) is open for business (other than a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system) is scheduled to or does close prior to its regular weekday closing time;
"UK Market Abuse Regulation" ....	Regulation (EU) No 596/2014 as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018, as amended;
"uncertificated" or "uncertificated form" ...............................................	in relation to a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST;
"United Kingdom" or "UK" ............	the United Kingdom of Great Britain and Northern Ireland;
"Warrant Instrument" ....................	the warrant instrument issued by the Company on or around constituting the Warrants and the Sponsor Warrants;
"Warrant Terms & Conditions" ....	the terms and conditions in respect of the Warrants and the Sponsor Warrants; and
"Warrants" .....................................	the redeemable matching warrants with no par value offered in the Offering.

NOTICE OF EXTRAORDINARY GENERAL MEETING

FINANCIALS ACQUISITION CORP

(an exempted company limited by shares incorporated under Cayman Islands with company number 380273)

Registered Office:

c/o Conyers Trust Company (Cayman) Limited

Cricket Square

Hutchins Drive

PO Box 2681

Grand Cayman KY1-1111

Cayman Islands

https://www.finsac.co.uk

NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING of Financials Acquisition Corp (the "Company") will be held at 10.00 a.m. on Monday 10 July 2023 at the offices of Winston & Strawn London LLP, Level 33, 100 Bishopsgate, London EC2N 4AG, with the option, upon request, to join remotely by means of electronic conferencing, to consider and, if thought fit, to pass the following resolution (the "Resolution") as a Special Resolution.

For the purposes of this notice of extraordinary general meeting, capitalised terms used but not defined herein shall (unless the context otherwise requires) have the meaning ascribed to them in the document dated 23 June 2023, of which this notice convening the General Meeting forms part.

Special business

Amendment of Articles of Association

To consider and, if thought fit, to pass the following resolution which will be proposed as a Special Resolution of Shareholders:

THAT the Second Amended and Restated Memorandum and Articles of Association of the Company attached hereto be and are hereby approved and adopted as the new Memorandum and Articles of Association of the Company in place of the existing Amended and Restated Memorandum and Articles of Association of the Company. 

By Order of the Board

_________________

Director

23 June 2023

Notes

1.         Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this notice.

2.         To be valid an instrument appointing a proxy must be received by the Registrar in the Form of Proxy provided either by post at Computershare Investor Services (Cayman) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or at the following electronic address #[e-mail]. The instrument of proxy shall be signed by the appointor or by the appointor's attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or signed by a duly authorised officer or attorney.

3.         As at 23 June 2023, the Company's issued share capital consists of 15,450,000 Ordinary Shares and 3,862,500 Sponsor Shares with voting rights, each carrying one vote on the Resolution. Therefore, the total voting rights in the Company as at the date of this document are 19,312,500.

4.         CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

5.         In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for the receipt of proxy appointments specified in paragraph 1. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

6.         CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

7.         The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

8.         Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion withhold from voting.

9.         Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Shareholder.

10.       Any Shareholder attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.

11.       A copy of this notice can be found on the Company's website at https://www.finsac.co.uk.

12.       Shareholders who wish to attend and/or vote at the meeting remotely by means of electronic conferencing should notify Computershare Investor Services  (Cayman) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY in writing or via email ![e-mail].

ANNEX

SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

-

Second Amended and Restated Memorandum of Association of

Financials Acquisition Corp

(adopted by special resolution dated ____________ 2023)

Grand Cayman

Cayman Islands

conyers.com

                                                 THE COMPANIES ACT (2022 REVISION)

EXEMPTED COMPANY LIMITED BY SHARES

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

FINANCIALS ACQUISITION CORP

(adopted by special resolution dated __________ 2023)

1.         The name of the Company is Financials Acquisition Corp.

2.         The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

3.         Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.

4.         Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act.

5.         Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

6.         The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7.         The liability of each member is limited to the amount from time to time unpaid on such member's shares.

8.         The share capital of the Company is £55,000 divided into 500,000,000 Class A ordinary shares par value of £0.0001 each and 50,000,000 Class B ordinary shares par value of £0.0001 each.

9.         The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

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Second Amended and Restated Articles of Association of

Financials Acquisition Corp

(adopted by special resolution dated ____________ 2023)

Grand Cayman

Cayman Islands

conyers.com

TABLE OF CONTENTS

interpretation

1.         Definitions

SHARES

2.         Power to Issue Shares

3.         Redemption, Purchase, Surrender and Treasury Shares

4.         Rights Attaching to Shares

5.         Calls on Shares

6.         Joint and Several Liability to Pay Calls

7.         Forfeiture of Shares

8.         Class B Share Conversion

9.         Share Certificates

10.       Fractional Shares

REGISTRATION OF SHARES

11.       Register of Members

12.       Registered Holder Absolute Owner

13.       Transfer of Registered Shares

14.       Transmission of Registered Shares

15.       Listed Shares

ALTERATION OF SHARE CAPITAL

16.       Power to Alter Capital

17.       Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

18.       Dividends

19.       Power to Set Aside Profits

20.       Method of Payment

21.       Capitalisation

22.       Uncollected Dividends

MEETINGS OF MEMBERS

23.       Annual General Meetings

24.       Extraordinary General Meetings

25.       Requisitioned General Meetings

26.       Notice

27.       Giving Notice and Access

28.       Postponement of General Meeting

29.       Electronic Participation in Meetings

30.       Quorum at General Meetings

31.       Chairman to Preside

32.       Voting on Resolutions

33.       Power to Demand a Vote on a Poll

34.       Voting by Joint Holders of Shares

35.       Instrument of Proxy

36.       Representation of Corporate Member

37.       Adjournment of General Meeting

38.       Written Resolutions

39.       Directors and other persons Attendance at General Meetings

DIRECTORS AND OFFICERS

40.       Election of Directors

41.       Number of Directors

42.       Term of Office of Directors

43.       Alternate Directors

44.       Removal of Directors

45.       Vacancy in the Office of Director

46.       Remuneration of Directors

47.       Defect in Appointment

48.       Directors to Manage Business

49.       Powers of the Board of Directors

50.       Register of Directors and Officers

51.       Officers

52.       Appointment of Officers

53.       Duties of Officers

54.       Remuneration of Officers

55.       Conflicts of Interest

56.       Indemnification and Exculpation of Directors and Officers

MEETINGS OF THE BOARD OF DIRECTORS

57.       Board Meetings

58.       Notice of Board Meetings

59.       Electronic Participation in Meetings

60.       Representation of Director

61.       Quorum at Board Meetings

62.       Board to Continue in the Event of Vacancy

63.       Chairman to Preside

64.       Written Resolutions

65.       Validity of Prior Acts of the Board

Business Combination

66.       General

67.       Board approval

68.       Shareholder Approval

69.       Redemption Rights

70.       Failure to complete a Business Combination

71.       Other

CORPORATE RECORDS

72.       Minutes

73.       Register of Mortgages and Charges

74.       Form and Use of Seal

ACCOUNTS

75.       Books of Account

76.       Financial Year End

77.       Certain Tax Filings

AUDITS

78.       Audit

79.       Appointment of Auditors

80.       Remuneration of Auditors

81.       Duties of Auditor

82.       Access to Records

VOLUNTARY WINDING-UP AND DISSOLUTION

83.       Winding-Up

CHANGES TO CONSTITUTION

84.       Changes to Articles

85.       Changes to the Memorandum of Association

86.       Discontinuance

SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Financials Acquisition Corp

(adopted by special resolution dated ____ 2023)

Table A

The regulations in Table A in the First Schedule to the Act (as defined below) do not apply to the Company.

interpretation

1.         Definitions

1.1.      In these Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act	the Companies Act (As Revised) of the Cayman Islands;
Admission	means the admission of the Class A Shares to the standard segment of the official list (as maintained by the Financial Conduct Authority) and to trading on the main market for listed securities of the London Stock Exchange;
Affiliate	in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person's spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person's home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity and "Affiliated" shall be construed accordingly;

Alternate Director	an alternate director appointed in accordance with these Articles;
Applicable Law	means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person;
Articles	these Articles of Association as altered from time to time;
Auditor	the person or firm for the time being appointed as Auditor of the Company and shall include an individual or partnership;
Board	the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Articles and acting at a meeting of directors at which there is a quorum or by written resolution in accordance with these Articles;
Business Combination	means an initial merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with a business or entity;
Business Combination Deadline	means 31 December 2023, subject to any Extension Period, or such later date as is approved by Ordinary Resolution in compliance with the Listing Rules;
Business Combination EGM	has the meaning ascribed to it in Article 68.1;
Class A Share	means a Class A ordinary share of a par value of £0.0001 in the share capital of the Company;
Class B Share	means a Class B ordinary share of a par value of £0.0001 in the share capital of the Company;
Company	the company for which these Articles are approved and confirmed;
Director	a director, including a sole director, for the time being of the Company and shall include an Alternate Director;

Equity-linked Securities	means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt;
Escrow Account	means the escrow account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited;
Extension Period	means a three month extension period that the Company has to consummate the Business Combination beyond the Business Combination Deadline, as determined by the Board in its sole discretion on up to two separate occasions;
IPO	means the Company's initial public offering of securities;
London Stock Exchange	means London Stock Exchange plc;
Listing Rules	means the UK Listing Rules as published in the UK Financial Conduct Authority Handbook from time to time;
Member	the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;
month	calendar month;
notice	written notice as further provided in these Articles unless otherwise specifically stated;
Officer	any person appointed by the Board to hold an office in the Company;

Ordinary Resolution	a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by a simple majority of the votes cast, or a written resolution passed by the unanimous consent of all Members entitled to vote;
paid-up	paid-up or credited as paid-up;
Prospectus	the Company's prospectus, including all amendments, supplements and exhibits thereto, published, in connection with the IPO;
Redemption Notice	means a notice in a form approved by the Company by which a holder of Class A Shares is entitled to require the Company to redeem its Class A Shares, subject to any conditions contained therein;
Register of Directors and Officers	the register of directors and officers referred to in these Articles;
Register of Members	the register of members maintained by the Company in accordance with the Act;
Relevant Amount	means, for each Class A Share, an amount payable in cash equal to the aggregate amount then on deposit in the Escrow Account divided by the aggregate number of then issued and outstanding Class A Shares;
Seal	the common seal or any official or duplicate seal of the Company;
Secretary	the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
share	includes a fraction of a share;
Special Resolution	(i)   a resolution passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose a resolution as a special resolution has been duly given (and for the avoidance of doubt, unanimity qualifies as a majority); or (ii)  a written resolution passed by unanimous consent of all Members entitled to vote;
Sponsor Entity	means FINSAC LLP, a limited liability partnership incorporated in England and Wales with registered number OC436138 and its successors or assigns and/or FINSAC II LLP, a limited liability partnership incorporated in England and Wales with registered number  OC440377 and its successors or assigns;
Target	has the meaning given in Article 67.1(a);
Trading Day	means a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system on which the Class A Shares are listed) is open for business (other than a day on which the main market of the London Stock Exchange (or such other applicable securities exchange or quotation system) is scheduled to or does close prior to its regular weekday closing time);
written resolution	a resolution passed in accordance with Article 38 (in the case of a written resolution of Members) or 64 (in the case of a written resolution of the Directors); and
year	calendar year.

In these Articles, where not inconsistent with the context:

(a)        words denoting the plural number include the singular number and vice versa;

(b)        words denoting the masculine gender include the feminine and neuter genders;

(c)        words importing persons include companies, associations or bodies of persons whether corporate or not;

(d)        the words:-

(i)         "may" shall be construed as permissive; and

(ii)        "shall" shall be construed as imperative;

(e)        a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;

(f)        the word "corporation" means corporation whether or not a company within the meaning of the Act; and

(g)        unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Articles.

1.2.      In these Articles expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.3.      Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof.

1.4.      Any reference to "class" or "Class" in relation to shares in these Articles shall, where the Company has issued shares in sub-classes, shall include such sub-classes of shares (as applicable).

SHARES

2.         Power to Issue Shares

2.1.      Subject to these Articles and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares or sub-class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred, conversion or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, provided that no share shall be issued at a discount except in accordance with the Act save that the Directors shall not issue, grant options, warrants and other rights in respect of shares (including fractions of a share) to the extent that it may affect the ability of the Company to carry out a conversion of the Class B Shares as such is provided for in Article 8. On the issue of any shares of any class, the Board may, in its discretion, divide such class into sub-classes.

2.2.      Following Admission and after the issue of Class A Shares pursuant to the IPO and prior to the closing of a Business Combination, the Company may not issue: (a) additional Class A Shares; or (b) Equity-linked Securities that would entitle the holders thereof to: (i) receive funds from the Escrow Account; or (ii) vote as a class with the then existing holders of Class A Shares on any Business Combination.

3.         Redemption, Purchase, Surrender and Treasury Shares

3.1.      Subject to the provisions of the Act, and, where applicable, the Listing Rules, the Company may issue shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company and may make payments in respect of such redemption in accordance with the Act. The redemption of such shares shall be effected in such manner and upon such other terms as the Company may, by Special Resolution, determine before the issue of the shares or as otherwise contemplated by these Articles.

3.2.      The Company is authorised to purchase any share in the Company (including a redeemable share) by agreement with the holder and may make payments in respect of such purchase in accordance with the Act.

3.3.      The Company authorises the Board to determine the manner or any of the terms of any redemption or purchase.

3.4.      A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Board, after due enquiry, estimates to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency.

3.5.      The Company authorises the Board pursuant to section 37(5) of the Act to make a payment in respect of the redemption or purchase of its own shares otherwise than out of its profits, share premium account, or the proceeds of a fresh issue of shares.

3.6.      No share may be redeemed or purchased unless it is fully paid-up.

3.7.      The Company may accept the surrender for no consideration of any fully paid share (including a redeemable share) unless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares.

3.8.      The Company is authorised to hold treasury shares in accordance with the Act.

3.9.      The Board may designate as treasury shares any of its shares that it purchases or redeems, or any shares surrendered to it, in accordance with the Act.

3.10.    Shares held by the Company as treasury shares shall continue to be classified as treasury shares until such shares are either cancelled or transferred in accordance with the Act.

4.         Rights Attaching to Shares

4.1.      Subject to Article 2, the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into Class A Shares and Class B Shares.

4.2.      The holders of the Class A Shares shall, subject to these Articles,:

(a)        be entitled to attend any meeting of Members;

(b)        be entitled to one vote per share, except any votes taken in relation to the appointment or removal of Directors prior to the closing of a Business Combination in which case the holders shall not be entitled to any vote;

(c)        be entitled to such dividends as the Board may from time to time declare;

(d)        in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(e)        generally be entitled to enjoy all of the rights attaching to shares.

4.3.      The holders of the Class B Shares shall, subject to these Articles:

(a)        be entitled to attend any meeting of Members;

(b)        be entitled to one vote per share, except any votes taken in relation to the approval of a Business Combination at the Business Combination EGM in which case the holders shall not be entitled to any vote;

(c)        prior to a Business Combination, be entitled to vote on the appointment or removal of Directors;

(d)        have the right to, and are subject to, conversion in accordance with Article 8;

(e)        be entitled to such dividends as the Board may from time to time declare;

(f)        in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(g)        generally be entitled to enjoy all of the rights attaching to shares.

5.         Calls on Shares

5.1.      The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment.  The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

5.2.      The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

5.3.      The terms of any issue of shares may include different provisions with respect to different Members in the amounts and times of payments of calls on their shares.

6.         Joint and Several Liability to Pay Calls

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

7.         Forfeiture of Shares

7.1.      If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call

FINANCIALS ACQUISITION CORP (the "Company")

You have failed to pay the call of [amount of call]  made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call.  You are hereby notified that unless you pay such call together with interest thereon at the rate of [    ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [date]

______________________________________

[Signature of Secretary] By Order of the Board

7.2.      If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Articles and the Act.

7.3.      A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.

7.4.      The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed.  Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

8.         Class B Share Conversion

8.1.      Subject to Article 4, the rights attaching to the Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters (subject to the Article 17 (Variation of Rights Attaching to Shares)) with the exception that the holder of a Class B Share shall have the conversion rights referred to in this Article.

8.2.      Class B Shares shall convert into Class A Shares in accordance with the Promote Schedule (as such is set out, and defined, in the Prospectus).

8.3.      The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.

8.4.      Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

8.5.      References in this Article to "converted", "conversion" or "exchange" shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.

8.6.      Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one.

9.         Share Certificates

9.1.      Every Member shall be entitled to a certificate under the common seal (if any) or a facsimile thereof of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares.  The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

9.2.      If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

9.3.      Share certificates may not be issued in bearer form.

10.       Fractional Shares

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

11.       Register of Members

11.1.    The Board shall cause to be kept in one or more books a Register of Members which may be kept in or outside the Cayman Islands at such place as the Board shall appoint and shall enter therein the following particulars:

(a)        the name and address of each Member, the number, and (where appropriate) the class of shares held by such Member and the amount paid or agreed to be considered as paid on such shares;

(b)        whether the shares held by a Member carry voting rights under the Articles and, if so, whether such voting rights are conditional;

(c)        the date on which each person was entered in the Register of Members; and

(d)        the date on which any person ceased to be a Member.

11.2.    The Board may cause to be kept in any country or territory one or more branch registers of such category or categories of members as the Board may determine from time to time and any branch register shall be deemed to be part of the Company's Register of Members.

11.3.    Any register maintained by the Company in respect of listed shares may be kept by recording the particulars set out in Article 11.1 in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant approved stock exchange.

12.       Registered Holder Absolute Owner

12.1.    The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

12.2.    No person shall be entitled to recognition by the Company as holding any share upon any trust and the Company shall not be bound by, or be compelled in any way to recognise, (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other right in respect of any share except an absolute right to the entirety of the share in the holder.  If, notwithstanding this Article, notice of any trust is at the holder's request entered in the Register of Members or on a share certificate in respect of a share, then, except as aforesaid:

(a)        such notice shall be deemed to be solely for the holder's convenience;

(b)        the Company shall not be required in any way to recognise any beneficiary, or the beneficiary, of the trust as having an interest in the share or shares concerned;

(c)        the Company shall not be concerned with the trust in any way, as to the identity or powers of the trustees, the validity, purposes or terms of the trust, the question of whether anything done in relation to the shares may amount to a breach of trust or otherwise; and

(d)        the holder shall keep the Company fully indemnified against any liability or expense which may be incurred or suffered as a direct or indirect consequence of the Company entering notice of the trust in the Register of Members or on a share certificate and continuing to recognise the holder as having an absolute right to the entirety of the share or shares concerned.

13.       Transfer of Registered Shares

13.1.    An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares

FINANCIALS ACQUISITION CORP (the "Company")

FOR VALUE RECEIVED……………….. [amount] , I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address] , [number] shares of the Company.

DATED this [date]

Signed by:                                           In the presence of:

____________________________    ____________________________

Transferor                                           Witness

____________________________    ____________________________

Transferee                                          Witness

13.2.    Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone.  The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.

13.3.    The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.

13.4.    The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

13.5.    The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

14.       Transmission of Registered Shares

14.1.    In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares.  Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons.  Subject to the provisions of Section 39 of the Act, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

14.2.    Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

FINANCIALS ACQUISITION CORP (the "Company")

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased Member] to [number] share(s)  standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

DATED this [date]

Signed by:                                           In the presence of:

____________________________    ____________________________

Transferor                                           Witness

____________________________    ____________________________

Transferee                                          Witness

14.3.    On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member.  Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.

14.4.    Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

15.       Listed Shares

15.1.    Notwithstanding anything to the contrary in these Articles, shares that are listed or admitted to trading on an approved stock exchange may be evidenced and transferred in accordance with the rules and regulations of such exchange.

15.2.    Notwithstanding the generality of the foregoing Article 15.1, the Directors shall, subject always to any Applicable Laws and regulations and the facilities and requirements of any relevant system concerned and the Articles, have power to implement and/or approve any arrangement they may think fit in relation to the evidencing of title to and transfer of interest in shares in the capital of the Company in the form of  depositary interests or similar interests, instruments or securities. The Board may permit shares (or interests in shares) to be held in uncertificated form and to be transferred by means of a relevant system of holding and transferring shares (or interests in shares) in uncertificated form in such manner as they may determine from time to time.

ALTERATION OF SHARE CAPITAL

16.       Power to Alter Capital

16.1.    Subject to the Act, the Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum of Association to:

(a)        increase its capital by such sum divided into shares of such amounts as the resolution shall prescribe or, if the Company has shares without par value, increase its share capital by such number of shares without nominal or par value, or increase the aggregate consideration for which its shares may be issued, as it thinks expedient;

(b)        consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

(c)        convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination;

(d)        subdivide its shares or any of them into shares of an amount smaller than that fixed by the Memorandum of Association; or

(e)        cancel shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without par value, diminish the number of shares into which its capital is divided.

16.2.    For the avoidance of doubt it is declared that paragraph 16.1(b), (c) and (d) do not apply if at any time the shares of the Company have no par value.

16.3.    Subject to the Act, the Company may from time to time by Special Resolution reduce its share capital.

17.       Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

18.       Dividends

18.1.    The Board may, subject to these Articles and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company).

18.2.    Where the Board determines that a dividend shall be paid wholly or partly by the distribution of specific assets, the Board may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Board may fix the value of such specific assets and vest any such specific assets in trustees on such terms as the Board thinks fit.

18.3.    Dividends may be declared and paid out of profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Board determines is no longer needed, or not in the same amount. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.

18.4.    No unpaid dividend shall bear interest as against the Company.

18.5.    The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

18.6.    The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

18.7.    The Board may fix any date as the record date for determining the Members entitled to receive any dividend or other distribution, but, unless so fixed, the record date shall be the date of the Directors' resolution declaring same.

19.       Power to Set Aside Profits

19.1.    The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.  Pending application, such sums may be employed in the business of the Company or invested, and need not be kept separate from other assets of the Company.  The Board may also, without placing the same to reserve, carry forward any profit which it decides not to distribute.

19.2.    Subject to any direction from the Company in general meeting, the Board may on behalf of the Company exercise all the powers and options conferred on the Company by the Act in regard to the Company's share premium account.

20.       Method of Payment

20.1.    Any dividend, interest, or other monies payable in cash in respect of the shares may be paid to such person and in such manner (including, without limitation, cheque, draft, electronic transfer etc.) as the Member may in writing direct.

20.2.    In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid to such person and in such manner (including, without limitation, cheque, draft, electronic transfer etc.) as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

20.3.    The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

21.       Capitalisation

21.1.    The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

21.2.    The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

22.       Uncollected Dividends

22.1.    Any declared dividend or other distribution will lapse six years after the date on which such dividend or distribution is released for payment.

22.2.    Any declared dividend or other distribution that is not collected within the six year period provided for in Article 22.1 will be considered to have been forfeited by such shareholder to the Company.

MEETINGS OF MEMBERS

23.       Annual General Meetings

The Company may in each year hold a general meeting as its annual general meeting. The annual general meeting of the Company may be held at such time and place as the Chairman of the Company (if there is one) (the "Chairman") or any two Directors or any Director and the Secretary or the Board shall appoint.

24.       Extraordinary General Meetings

24.1.    General meetings other than annual general meetings shall be called extraordinary general meetings.

24.2.    The Chairman or any two Directors or any Director and the Secretary or the Board may convene an extraordinary general meeting whenever in their judgment such a meeting is necessary.

25.       Requisitioned General Meetings

25.1.    The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene an extraordinary general meeting. To be effective the requisition shall state the objects of the meeting, shall be in writing, signed by the requisitionists, and shall be deposited at the registered office.  The requisition may consist of several documents in like form each signed by one or more requisitionists.

25.2.    If the Board does not, within twenty-one days from the date of the requisition, duly proceed to call an extraordinary general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene an extraordinary general meeting; but any meeting so called shall not be held more than ninety days after the requisition.  An extraordinary general meeting called by requisitionists shall be called in the same manner, as nearly as possible, as that in which general meetings are to be called by the Board.

26.       Notice

26.1.    At least fourteen (14) calendar days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and if different, the record date for determining Members entitled to attend and vote at the general meeting, and, as far as practicable, the other business to be conducted at the meeting.

26.2.    At least fourteen (14) calendar days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.

26.3.    The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company but, unless so fixed, as regards the entitlement to receive notice of a meeting or notice of any other matter, the record date shall be the date of despatch of the notice and, as regards the entitlement to vote at a meeting, and any adjournment thereof, the record date shall be the date of the original meeting.

26.4.    A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Articles, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) in the case of an extraordinary general meeting, by seventy-five percent of the Members entitled to attend and vote thereat.

26.5.    The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

27.       Giving Notice and Access

27.1.    A notice may be given by the Company to a Member:

(a)        by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

(b)        by sending it by post to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or

(c)        by sending it by courier to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or

(d)        by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or

(e)        by publication of an electronic record of it on a website and notification of such publication (which shall include the address of the website, the place on the website where the document may be found, and how the document may be accessed on the website), such notification being given by any of the methods set out in paragraphs (a) through (d) hereof, in which case the notice shall be deemed to have been served at the time when the instructions for access and the posting on the website are complete.

27.2.    Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

27.3.    In proving service under paragraphs 27.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

28.       Postponement of General Meeting

The Board may postpone any general meeting called in accordance with these Articles provided that notice of postponement is given to the Members before the time for such meeting.  Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with these Articles.

29.       Electronic Participation in Meetings

Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

30.       Quorum at General Meetings

30.1.    At any general meeting (other than a Business Combination EGM) two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

30.2.    If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Board may determine.  Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Articles.

31.       Chairman to Preside

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, shall act as chairman at all meetings of the Members at which such person is present.  In his absence, a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote. In each case, the person who should chair the meeting may appoint another person to chair the meeting instead.

32.       Voting on Resolutions

32.1.    Subject to the Act and these Articles, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Articles and in the case of an equality of votes the resolution shall fail.

32.2.    No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

32.3.    At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Articles, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.

32.4.    At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

32.5.    At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Articles, be conclusive evidence of that fact.

33.       Power to Demand a Vote on a Poll

33.1.    Notwithstanding the foregoing, a poll may be demanded by the chairman of the meeting or at least one Member.

33.2.    Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands.  A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

33.3.    A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman of the meeting may direct.  Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

33.4.    Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy.  Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct.  At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.

34.       Voting by Joint Holders of Shares

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

35.       Instrument of Proxy

35.1.    An instrument appointing a proxy shall be in writing or transmitted by electronic mail in substantially the following form or such other form as the chairman of the meeting shall accept:

Proxy

FINANCIALS ACQUISITION CORP (the "Company")

I/We, [insert names here] , being a Member of the Company with [number]  shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on [date] and at any adjournment thereof.  [Any restrictions on voting to be inserted here].

Signed this [date]

____________________________

Member(s)

35.2.    The instrument of proxy shall be signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman of the meeting, by the appointor or by the appointor's attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman of the meeting, by a duly authorised officer or attorney.

35.3.    A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.

35.4.    The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

36.       Representation of Corporate Member

36.1.    A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

36.2.    Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

37.       Adjournment of General Meeting

The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat, in accordance with these Articles.

38.       Written Resolutions

38.1.    Subject to these Articles, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Article.

38.2.    A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) all the Members, or all the Members of the relevant class thereof, entitled to vote thereon and may be signed in as many counterparts as may be necessary.

38.3.    A resolution in writing made in accordance with this Article is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Article to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

38.4.    A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Act.

38.5.    For the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

39.       Directors and other persons Attendance at General Meetings

39.1.    The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.

39.2.    The Chairman may decide at his or her discretion to admit other persons to the meeting.

DIRECTORS AND OFFICERS

40.       Election of Directors

40.1.    The Directors shall be elected or appointed in writing in the first place by the subscribers to the Memorandum of Association or by a majority of them.  There shall be no shareholding qualification for Directors unless prescribed by Special Resolution.

40.2.    The Board may from time to time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, subject to any upper limit on the number of Directors prescribed pursuant to these Articles.

40.3.    Prior to the closing of a Business Combination, the Company may from time to time by Ordinary Resolution of the holders of Class B Shares appoint any person to be a Director.

40.4.    After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director.

40.5.    Prior to the closing of a Business Combination, Article 40.3 may only be amended by a Special Resolution passed by a majority of at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.

41.       Number of Directors

The Board shall consist of not less than one Director or such number in excess thereof as the Board may determine.

42.       Term of Office of Directors

An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be implied in the absence of express provision.

43.       Alternate Directors

43.1.    At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint such Alternate Directors.

43.2.    Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary. 

43.3.    Any person elected or appointed pursuant to this Article shall have all the rights and powers of the Director or Directors for whom such person is elected or appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present.

43.4.    An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.

43.5.    An Alternate Director's office shall terminate -

(a)        in the case of an alternate elected by the Members:

(i)         on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to the Director for whom he was elected to act, would result in the termination of that Director; or

(ii)        if the Director for whom he was elected in the alternative ceases for any reason to be a Director, provided that the alternate removed in these circumstances may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy; and

(b)        in the case of an alternate appointed by a Director:

(i)         on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor's directorship; or

(ii)        when the Alternate Director's appointor revokes the appointment by notice to the Company in writing specifying when the appointment is to terminate; or

(iii)       if the Alternate Director's appointor ceases for any reason to be a Director.

43.6.    If an Alternate Director is himself a Director or attends a Board meeting as the Alternate Director of more than one Director, his voting rights shall be cumulative.

43.7.    Unless the Board determines otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Board on which his appointor serves; and the provisions of this Article shall apply equally to such committee meetings as to Board meetings.

43.8.    Save as provided in these Articles an Alternate Director shall not, as such, have any power to act as a Director or to represent his appointor and shall not be deemed to be a Director for the purposes of these Articles.

44.       Removal of Directors

44.1.    Prior to the closing of a Business Combination, the Company may from time to time by Ordinary Resolution of holders of Class B shares remove any Director from office, whether or not appointing another in his stead.

44.2.    After the closing of a Business Combination, the Company may from time to time by Ordinary Resolution remove any Director.

44.3.    Prior to the closing of a Business Combination, Article 44.1 may only be amended by a Special Resolution passed by a majority of at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.

45.       Vacancy in the Office of Director

The office of Director shall be vacated if the Director:

(a)        is removed from office pursuant to these Articles;

(b)        dies or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

(c)        is or becomes of unsound mind or an order for his detention is made under the Mental Health Act of the Cayman Islands or any analogous law of a jurisdiction outside the Cayman Islands, or dies; or

(d)        resigns his office by notice to the Company.

46.       Remuneration of Directors

The remuneration (if any) of the Directors shall, subject to any direction that may be given by the Company in general meeting, be determined by the Board as it may from time to time determine and shall be deemed to accrue from day to day.  The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from Board meetings, any committee appointed by the Board, general meetings, or in connection with the business of the Company or their duties as Directors generally.

47.       Defect in Appointment

All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

48.       Directors to Manage Business

The business of the Company shall be managed and conducted by the Board.  In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting subject, nevertheless, to these Articles and the provisions of the Act.

49.       Powers of the Board of Directors

The Board may:

(a)        appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(b)        exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

(c)        appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d)        appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(e)        by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

(f)        procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g)        delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them.  Subject to any directions or regulations made by the Board for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board, including provisions for written resolutions;

(h)        delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;

(i)         present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j)         in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

(k)        authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

50.       Register of Directors and Officers

The Board shall keep and maintain a Register of Directors and Officers in accordance with the Act.

51.       Officers

The Officers shall consist of a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of these Articles.

52.       Appointment of Officers

The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.

53.       Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

54.       Remuneration of Officers

The Officers shall receive such remuneration as the Board may determine.

55.       Conflicts of Interest

55.1.    Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties.  Nothing herein contained shall authorise a Director or a Director's firm, partner or company to act as Auditor to the Company.

55.2.    A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an "Interested Director") shall declare the nature of such interest.

55.3.    An Interested Director who has complied with the requirements of the foregoing Article may:

(a)        vote in respect of such contract or proposed contract; and/or

(b)        be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on,

and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby.

55.4.    To the fullest extent permitted by Applicable Law, no individual serving as a Director or an Officer ("Management") shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Management, on the one hand, and the Company, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by Applicable Law, Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or Officer solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company. 

55.5.    Except as provided elsewhere in this Article, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and Management, about which a Director and/or Officer who is also a member of Management acquires knowledge.

55.6.    To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

56.       Indemnification and Exculpation of Directors and Officers

56.1.    The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in relation to any of the affairs of the Company or any subsidiary thereof, and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly) and their heirs, executors, administrators and personal representatives (each an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any monies or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any actual fraud, wilful neglect or wilful default  in relation to the Company which may attach to any of the indemnified parties.  Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any actual fraud, wilful neglect or wilful default in relation to the Company which may attach to such Director or Officer.

56.2.    The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

MEETINGS OF THE BOARD OF DIRECTORS

57.       Board Meetings

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.  A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail. Any business or resolution at a Board meeting concerning a Business Combination or a proposed Business Combination shall be conducted in accordance with Article 67.

58.       Notice of Board Meetings

A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting.  Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

59.       Electronic Participation in Meetings

Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

60.       Representation of Director

60.1.    A Director which is a corporation may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Director, and that Director shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

60.2.    Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at Board meetings on behalf of a corporation which is a Director.

60.3.    A Director who is not present at a Board meeting, and whose Alternate Director (if any) is not present at the meeting, may be represented at the meeting by a proxy duly appointed, in which event the presence and vote of the proxy shall be deemed to be that of the Director. All the provisions of these Articles regulating the appointment of proxies by Members shall apply equally to the appointment of proxies by Directors.

61.       Quorum at Board Meetings

The quorum necessary for the transaction of business at a Board meeting shall be two Directors, provided that if there is only one Director for the time being in office the quorum shall be one.

62.       Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number.

63.       Chairman to Preside

Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, shall act as chairman at all Board meetings at which such person is present.  In his absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting.

64.       Written Resolutions

64.1.    Anything which may be done by resolution of the Directors may, without a meeting and without any previous notice being required, be done by unanimous written resolution in accordance with this Article. 

64.2.    A written resolution may be signed by (or in the case of a Director that is a corporation, on behalf of) all the Directors in as many counterparts as may be necessary.

64.3.    A written resolution made in accordance with this Article is as valid as if it had been passed by the Directors in a directors' meeting, and any reference in any Article to a meeting at which a resolution is passed or to Directors voting in favour of a resolution shall be construed accordingly.

64.4.    A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Act.

64.5.    For the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Director that is a corporation, on behalf of) the last Director to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

65.       Validity of Prior Acts of the Board

No regulation or alteration to these Articles made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

Business Combination

66.       General

66.1.    Notwithstanding any other provision of the Articles, Articles 66 to 71 (inclusive) shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of a Business Combination and the full distribution of the Escrow Account pursuant to Articles 66 to 71 (inclusive). In the event of a conflict between Articles 66 to 71 (inclusive) and any other Articles, the provisions of Articles 66 to 71 (inclusive) shall prevail.

66.2.    The Company may not carry out any Business Combination other than in accordance with Articles 66 to 71 (inclusive).

67.       Board approval

67.1.    The Company may only enter into a Business Combination, including any definitive agreement in respect of a Business Combination, with the prior approval of the Board, and for the purpose of such Board approval the following persons shall not take part in the Board's consideration of the Business Combination and shall not vote on any relevant resolutions of the Board:

(a)        any Director who is, or an associate (as such term is defined in the Listing Rules) of whom, is a director of the target entity that is subject to the Business Combination (the "Target") or of a subsidiary undertaking (as such term is defined in the Listing Rules) of such Target; and

(b)        any Director who has a conflict of interest in relation to the Target or a subsidiary undertaking (as such term is defined in the Listing Rules) of such Target.

67.2.    Where a Director has a conflict of interest in relation to the Target or a subsidiary undertaking of such Target for the purpose of this Article 67, in sufficient time prior to the Company seeking shareholder approval of the Business Combination in accordance with Article 68, the Board shall publish a statement that:

(a)        the proposed transaction is fair and reasonable as far as it concerns the public shareholders (as such term is defined in the Listing Rules) of the Company; and

(b)        the Directors have been so advised by an appropriately qualified and independent adviser.

67.3.    Subject to the foregoing provisions of Article 67, the Company may enter into a Business Combination with a target business that is Affiliated with a Sponsor Entity, a Director or an Officer. In the event the Company seeks to complete a Business Combination with a target that is Affiliated with a Director, the Company, or a committee of independent Directors, will obtain an opinion from an appropriately qualified and independent adviser that regularly renders fairness opinions on the type of target business the Company is seeking to acquire that such a Business Combination is fair and reasonable as far as it concerns the public shareholders (as such term is defined in the Listing Rules) of the Company .

68.       Shareholder Approval

68.1.    The Company must convene a general meeting (the "Business Combination EGM") and obtain the approval of the Business Combination from holders of Class A Shares, by way of Ordinary Resolution, either:

(a)        prior to the entry into of a Business Combination, including any definitive agreement in respect of a Business Combination; or

(b)        if the Business Combination, including any definitive agreement in respect of a Business Combination is expressed to be conditional on such shareholder approval, before the Business Combination, including any definitive agreement in respect of a Business Combination, is completed.

For the purposes of such shareholder approval under this Article 68.1, no founding shareholder, sponsor or director (as each of such terms are defined in the Listing Rules) are eligible to vote for the purposes of the Ordinary Resolution.

68.2.    The Company shall prepare and publish an announcement, shareholder circular (which shall include a redemption exercise notice) and/or a prospectus in which the Company shall include an envisaged timetable and material information concerning the Business Combination (including material information on the target company or business) to enable a proper investment decision to be made by the shareholders at the Business Combination EGM.

68.3.    Two shareholders present in person or by proxy shall form a quorum for the transaction of business at the Business Combination EGM.

68.4.    In addition to the approval provide for in Article 68.1 above, if the Business Combination is structured as a merger, the Company must convene the Business Combination EGM and obtain the approval from Members by way of a Special Resolution (and in such circumstances each founding shareholder, sponsor or director (as each of such terms are defined in the Listing Rules) are eligible to vote for the purposes of the Special Resolution. 

68.5.    At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution (and in addition in the case of a merger, by Special Resolution), the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has sufficient net tangible assets or cash following the redemptions described below to satisfy any applicable condition that may be contained in the agreement relating to such Business Combination (unless such condition is waived).

69.       Redemption Rights

69.1.    Any Member holding Class A Shares may, at least two business days' prior to any vote on a Business Combination, elect to have their Class A Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials, provided that any beneficial holder of Class A Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Class A Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-share redemption price payable in cash, equal to the aggregate amount then on deposit in the Escrow Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Escrow Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Class A Shares, but only in the event that the applicable proposed Business Combination is approved and consummated.

69.2.    A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

69.3.    In the event that any amendment is made to the Articles:

(a)        that would be contrary to the constitutional requirements for special purpose acquisition companies as such are provided for in Listing Rule 5.6.18A (unless such is permitted pursuant to a derogation by the Financial Conduct Authority);

(b)        to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Class A Shares if the Company does not consummate a Business Combination by the Business Combination Deadline; or

(c)        with respect to any other provision relating to Members' rights or pre-Business Combination activity,

each holder of Class A Shares shall be provided with the opportunity to redeem their Class A Shares upon the approval or effectiveness of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Account, including interest earned on the funds held in the Escrow Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Class A Shares, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law to enable the Company to comply with its obligations on a dissolution and liquidation under Article 70.1.

69.4.    A holder of Class A Shares shall be entitled to receive distributions from the Escrow Account only pursuant to this Article 69 or pursuant to Article 70.1(b). In no other circumstance shall a holder of Class A Shares have any right or interest of any kind in the Escrow Account.

70.       Failure to complete a Business Combination

70.1.    In the event that the Company does not consummate a Business Combination on or before the Business Combination Deadline the Company shall:

(a)        cease operations on the Business Combination Deadline, other than for the purpose of an orderly winding up of the Company;

(b)        as promptly as reasonably possible but not more than ten business days after the date falling on the Business Combination Deadline redeem the Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow  Account, including interest earned on the funds held in the Escrow Account and not previously released to the Company (less taxes payable and up to £100,000 of interest to pay dissolution expenses), divided by the number of then Class A Shares in issue, which redemption will completely extinguish holders of Class A Shares' rights as Members in respect of such Class A Shares (including the right to receive further liquidation distributions, if any); and

(c)        as promptly as is reasonably possible following the redemptions pursuant to Article 70.1(b), subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve,

subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

71.       Other The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Act) upon such terms as the Directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.

CORPORATE RECORDS

72.       Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)        of all elections and appointments of Officers;

(b)        of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and

(c)        of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board.

73.       Register of Mortgages and Charges

73.1.    The Board shall cause to be kept the Register of Mortgages and Charges required by the Act.

73.2.    The Register of Mortgages and Charges shall be open to inspection in accordance with the Act, at the registered office of the Company on every business day in the Cayman Islands, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each such business day be allowed for inspection.

74.       Form and Use of Seal

74.1.    The Company may adopt a seal, which shall bear the name of the Company in legible characters, and which may, at the discretion of the Board, be followed with or preceded by its dual foreign name or translated name (if any), in such form as the Board may determine.  The Board may adopt one or more duplicate seals for use in or outside Cayman and, if the Board thinks fit, a duplicate Seal may bear on its face the name of the country, territory, district or place where it is to be issued.

74.2.    The Seal (if any) shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf and, until otherwise determined by the Board, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Board or the committee of the Board.

74.3.    Notwithstanding the foregoing, the Seal (if any) may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.

ACCOUNTS

75.       Books of Account

75.1.    The Board shall cause to be kept proper books of account including, where applicable, material underlying documentation including contracts and invoices, and with respect to:-

(a)        all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b)        all sales and purchases of goods by the Company; and

(c)        all assets and liabilities of the Company.

75.2.    Such books of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

75.3.    Such books of account shall be retained for a minimum period of five years from the date on which they are prepared.

75.4.    No Member (not being a Director) shall have any right of inspecting any account or book or document of the Company.

76.       Financial Year End

The financial year end of the Company shall be 31st December in each year but, subject to any direction of the Company in general meeting, the Board may from time to time prescribe some other period to be the financial year, provided that the Board may not without the sanction of an Ordinary Resolution prescribe or allow any financial year longer than eighteen months.

77.       Certain Tax Filings

Each Director and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file such tax forms as are customary to file with any applicable governmental authority in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Director or such other person prior to the date of the Articles.

AUDITS

78.       Audit

Nothing in these Articles shall be construed as making it obligatory to appoint Auditors.

79.       Appointment of Auditors

79.1.    The Company may in general meeting appoint Auditors to hold office for such period as the Members may determine. 

79.2.    Whenever there are no Auditors appointed as aforesaid the Board may appoint Auditors to hold office for such period as the Board may determine or earlier removal from office by the Company in general meeting.

79.3.    The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

80.       Remuneration of Auditors

80.1.    The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting.

80.2.    The remuneration of an Auditor appointed by the Board in accordance with these Articles shall be fixed by the Board.

81.       Duties of Auditor

The Auditor shall make a report to the Members on the accounts examined by him and on every set of financial statements laid before the Company in general meeting, or circulated to Members, pursuant to this Article during the Auditor's tenure of office.

82.       Access to Records

82.1.    The Auditor shall at all reasonable times have access to the Company's books, accounts and vouchers and shall be entitled to require from the Company's Directors and Officers such information and explanations as the Auditor thinks necessary for the performance of the Auditor's duties and, if the Auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of their audit, he shall state that fact in his report to the Members.

82.2.    The Auditor shall be entitled to attend any general meeting at which any financial statements which have been examined or reported on by him are to be laid before the Company and to make any statement or explanation he may desire with respect to the financial statements.

VOLUNTARY WINDING-UP AND DISSOLUTION

83.       Winding-Up

83.1.    The Company may be voluntarily wound-up by a Special Resolution.

83.2.    To the extent that any assets remain after payment of all debts, those assets shall be distributed to the shareholders in the following order: (i) first, as much as possible, the repayment of the nominal value of each Class A Share to the holders of Class A Shares respectively pro rata to their respective shareholdings; (ii) second, as much as possible, an amount per Class A Share to the holders of Class A Shares equal to the share premium amount that was included in the subscription price (excluding nominal value of £0.0001) per Class A Share set on the initial issuance of Class A Shares (prioritising public shareholders (as such term is defined in the Listing Rules) before non-public shareholders); (iii) third, as much as possible, the repayment of the nominal value of each Class B Share to the holders of Class B Shares pro rata to their respective shareholdings; (iv) fourth, as much as possible, an amount per Class B Share equal to the share premium amount that was included in the subscription price (excluding nominal value) per Class B Share set on the initial issuance of the Class B Shares; and (v) finally, the distribution, of any liquidation surplus remaining to the holders of shares pro rata to the number of shares held by each shareholder.

83.3.    If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid.  The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

84.       Changes to Articles

Subject to the Act and to the conditions contained in its memorandum, the Company may, by Special Resolution, alter or add to its Articles.

85.       Changes to the Memorandum of Association

Subject to the Act and these Articles, the Company may from time to time by Special Resolution alter its Memorandum of Association with respect to any objects, powers or other matters specified therein.

86.       Discontinuance

86.1.    The Board may exercise all the powers of the Company to transfer by way of continuation the Company to a named country or jurisdiction outside the Cayman Islands pursuant to the Act.

86.2.    Only the Class B Shares shall carry the right to vote on any resolution of the shareholders to approve any transfer by way of continuation pursuant to this Article (including any Special Resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

86.3.    This Article 86 may only be amended by a Special Resolution passed by at least 90 per cent of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution.

FINANCIALS ACQUISITION CORP (the "Company")

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

For guidance on how to complete this Form of Proxy please refer to the Notice of Extraordinary General Meeting on the Company's website at https://www.finsac.co.uk

I/We, [●], being (a) Member(s) of the Company with [●] ordinary shares, HEREBY APPOINT [●] of [●] or failing him, the Chairman of the meeting of the Members as my/our proxy to vote for me/us at the meeting of the Members to be held at 10 a.m. on Monday 10 July 2023 at the offices of Winston & Strawn London LLP, Level 33, 100 Bishopsgate, London EC2N 4AG, with the option, upon request, to join remotely by means of electronic conferencing, and at any adjournment thereof. [Please specify any restrictions on voting].

In respect of the Resolution described in the notice dated 23 June 2023, we/I hereby direct the above proxy to vote as follows:

	FOR	AGAINST	VOTE WITHHELD
SPECIAL RESOLUTION
The Amended and Restated Memorandum and Articles of Association of the Company currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association annexed hereto.

Dated this .............day of        2023

Signature ......................................................................................................................................

Full name(s) in which shares are registered ..................................................................................

PLEASE USE BLOCK LETTERS

Address of shareholder ..........................................................................................................

PLEASE USE BLOCK LETTERS

Notes:

1.         A proxy need not be a member of the Company, but must attend the meeting in person. You are responsible for ensuring that such person attends the meeting and is aware of your voting intentions. 

2.         Please indicate with a cross in the appropriate box how you wish the proxy to vote. If you mark the box "Vote Withheld", it will mean that your proxy will abstain from voting and, accordingly, your vote will not be counted either for or against the relevant resolution. If you fail to select any of the given options, the proxy can vote as he or she chooses or can decide not to vote at all. The proxy will act in his or her discretion in relation to any business other than that specified above arising at the meeting (including any resolution to amend a resolution or to adjourn the meeting).

3.         The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under the common seal or under the hand of an officer or attorney so authorised.

4.         In the case of joint holders of a share the vote of the first-named holder on the Register of Members (whether voting in person or by proxy) will be accepted to the exclusion of the votes of the other joint holders in respect of the joint holding. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the Register of Members in respect of the joint holding.

5.         This form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, should be returned so as to reach the Company's Registrar, Computershare Investor Services (Cayman) Limited,  The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by hand or sent by post, so as to be received not less than 48 hours (excluding non-business days) before the time fixed for the holding of the meeting or any adjournment thereof (as the case may be) at which the person named in the instrument proposes to vote and, in default, the instrument of proxy shall not be treated as valid.

6.         You may appoint more than one proxy to represent you at the meeting provided that each proxy is appointed to exercise the rights attaching to different shares held by you. Please insert the number of shares in respect of which you wish to appoint the proxy in the space provided. If you wish to appoint more than one proxy,  you may photocopy this form. If you submit more than one valid proxy appointment but the instructions in such appointments are not compatible with each other, the appointment received last before the latest time for the receipt of proxies will take precedence.

7.         Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder.

8.         Completion and return of this form of proxy will not preclude members from attending and voting in person at the meeting should they subsequently decide to do so. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. Otherwise, in order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company's Registrar, Computershare Investor Services (Cayman) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. In the case of a corporation, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The notice of revocation must be received at least three hours before the commencement of the meeting.

9.         You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

10.       The completion and return of this form of proxy will not preclude a holder from attending the meeting and voting in person. Should the holder, or a representative of that holder wish to attend the meeting and/or vote at the meeting, either in person or remotely, they must notify Computershare Investor Services (Cayman) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY in writing or by email ![e-mail].

 

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