His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan acquires Warrants of Diginex Limited to Purchase 6.75 Million Ordinary Shares of Diginex for USD$300 million via a Private Transaction

This significant investment underscores Diginex's deepening ties with the United Arab Emirates (UAE) and reinforces its position as a frontrunner in driving sustainable finance and innovation on a global scale. In the event that His Highness exercises all of the Warrants, Diginex will receive approximately USD$69.2 million upon the exercise of the Warrants to acquire 6,750,000 ordinary shares of Diginex and His Highness will become ~22.7% holder of Diginex 's outstanding ordinary shares (assuming no change to Diginex outstanding ordinary shares as of today).

His Highness purchased the Warrants through his solely owned investment holding company, Nomas Global Investments L.L.C – S.P.C ("Nomas Global"), from Rhino Ventures Limited ("RVL"), the solely owned investment holding company of Miles Pelham, Chairman and Founder of Diginex.

RVL has confirmed receipt of the USD$50 million initial consideration, and the Warrants have been conveyed, assigned and transferred to Nomas Global by Diginex effective today, 6th May 2025. Under the terms of the private transaction Nomas Global is obligated to tender the balance of USD$250 million consideration to RVL on or before 31st December 2025.

The Warrants consist of 3 tranches of warrants as follows:

(a) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$8.20 per share and these warrants expire 15 months after January 23, 2025, and;

(b) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$10.25 per share, and these warrants expire 18 months after January 23, 2025, and;

(c) a warrant to purchase 2,250,000 Ordinary Shares, exercisable at a price of US$12.30 per share, and these warrants expire 24 months after January 23, 2025.

The acquisition follows the strategic alliance announced on March 17, 2025, between Diginex and Nomas Global, which included plans for a dual listing of Diginex's ordinary shares on the Abu Dhabi Securities Exchange (ADX) and a potential capital raise of up to USD 250 million. This latest move solidifies Diginex's commitment to the UAE, and continues the Emirate's role at the forefront of sustainability and economic diversification, and enhances its capacity to lead transformative change in the global sustainability landscape.

"We are honored to welcome His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan as a key stakeholder," said Miles Pelham, Chairman of Diginex. "This investment is a powerful testament to our shared vision of leveraging cutting-edge technology to address sustainability challenges. With this deepened alliance, Diginex is poised to accelerate its growth in the UAE and the broader GCC region, while continuing its work to set the standard for sustainable finance worldwide."

His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan, a visionary leader committed to advancing sustainability and innovation in the UAE, expressed his confidence in Diginex's mission. "This acquisition reflects my belief in Diginex's potential to drive meaningful impact in sustainable finance, both in the UAE and globally. By combining our resources and expertise, we are building a future where technology and sustainability go hand in hand to create a lasting and sustainable prosperity."

Diginex stands at the forefront of ESG technology, leveraging its innovative platform to redefine sustainable finance on a global scale. By integrating advanced blockchain, artificial intelligence, and data analytics, Diginex empowers businesses and governments to enhance transparency and efficiency in environmental, social, and governance ("ESG") reporting, supporting 17 international frameworks such as GRI (the "Global Reporting Initiative"), SASB (the "Sustainability Accounting Standards Board"), and TCFD (the "Task Force on Climate-related Financial Disclosures"). This cutting-edge approach has positioned Diginex as a trusted partner for organizations seeking to align with evolving sustainability standards, while its award-winning RegTech solutions drive actionable insights for climate action and corporate responsibility. Committed to the growth of sustainable finance, Diginex is expanding its influence worldwide, exemplified by strategic relationships like its collaboration with His Highness Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan in the UAE, where it aligns with regional goals like Vision 2030 and Net Zero by 2050.

For more information or to schedule a demo, visit www.diginex.com.

Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results disclosed in the Company's filings with the SEC.



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The issuer is solely responsible for the content of this announcement.

About Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan

A visionary leader within Abu Dhabi's Royal Family, Shaikh Mohammed Bin Sultan Bin Hamdan Al Nahyan is committed to advancing economic diversification, sustainability, and innovation in the UAE. Through strategic investments and partnerships, he continues to play a pivotal role in shaping the nation's future.

About Diginex Limited

Diginex Limited (Nasdaq: DGNX; ISIN KYG286871044), headquartered in London, is a sustainable RegTech business that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. The Company utilizes blockchain, AI, machine learning and data analysis technology to lead change and increase transparency in corporate regulatory reporting and sustainable finance. Diginex's products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software.

The award-winning diginexESG platform supports 17 global frameworks, including GRI (the "Global Reporting Initiative"), SASB (the "Sustainability Accounting Standards Board"), and TCFD (the "Task Force on Climate-related Financial Disclosures"). Clients benefit from end-to-end support, ranging from materiality assessments and data management to stakeholder engagement, report generation and an ESG Ratings Support Service.

For more information, please visit the Company's website: https://www.diginex.com/.