STATEMENT BY HARIS KARONIS

“The Viva team welcomes today’s court ruling, which paves the way for a proper valuation of Viva. The ruling holds that Viva should be valued according to its full market potential, which includes its lucrative U.S. expansion plans.

In finding for WRL, the ruling rejects attempts by JP Morgan to re-write the shareholder agreement by causing the valuation to take into account certain regulatory restrictions that apply only to JP Morgan (and not to Viva). Those regulatory restrictions were likely to considerably distort the valuation process and unduly diminish the Company’s value up to 50% to the benefit of JP Morgan and against the interests of the founders and the more than 200 stock-option holder-employees. The judgment also means that an earlier valuation procured by JP Morgan and given by Houlihan Lokey is invalid because it was manifestly wrong, with the effect that the company was undervalued.

As CEO, I invite both shareholders to proceed with the valuation process that they agreed, which is one that reflects Viva’s actual and future value. The valuation will now take into account Viva’s actual market position and a true set of financial projections, for both Europe and the U.S., extending to at least 2030, and properly capturing the Company’s full growth potential in those markets, and to leave any disputes and litigations behind.

Before this trial and for 2.5 years, JP Morgan had sought to block any expansion by Viva into the U.S., relying on a U.S. regulatory framework which applies only to JP Morgan. It was only just before this trial that JP Morgan finally accepted that this was incorrect. The judgment has now made clear that it is appropriate to value Viva on the basis that the U.S. regulatory framework does not restrict Viva’s expansion into the US market with its unique and innovative Tap on Any Device technology.

My aim is to restore the Viva team’s faith and trust in JP Morgan. I want a shareholder that respects the basic principles of corporate governance of a company, that does not create a toxic environment, and that prioritizes the Company’s best interests. The Company has reached the breakeven point, further fueling its ability to invest in growth, and I hope that the recent leadership changes within JP Morgan Payments will provide an opportunity to restart constructive dialogue and to facilitate that growth.

We have succeeded in creating a platform with direct connectivity with all leading domestic card schemes and alternative payment methods across Europe. Viva is established as a leader in Tap on Any Device technology, allowing any merchant around Europe – and soon, in the U.S. – to accept payments on any device. Viva continuously optimizes its operations, including extensively adopting generative AI technologies across the board. Viva is now set to fully pursue its growth strategy, cementing its status as the premier tech-bank for merchant payments not just across Europe but also in the U.S., thus achieving its real market value.

Me, Makis, and our Viva team remain focused on fully realizing Viva’s extraordinary potential.”