Release Details

La Hulpe, Belgium – 12 November 2026, 7:00 a.m. CET – INSIDE INFORMATION – Banqup Group SA (Euronext: BANQ) (Banqup, Company), a specialized European fintech provider empowering businesses by simplifying financial flows through an innovative, secure platform for e-invoicing, e-payments, e-reporting, and e-trust solutions, publishes an update on its strategic process and on the intended sale of its Balkan activities.

Strategic & Operational Highlights

• As part of the mandate given to Lazard following the strategic simplification plan announced on 15 June 2026, advanced discussions continue with selected strategic and financial counterparties interested in the different components of the Banqup business. The Board is currently assessing the merits of the non-binding offers received for each of these components.
• The Company is finalising the sale of 100% of the shares in Unifiedpost CEE SIA to its local partners, allowing the regional business to continue under local management. Signing and completion of the transaction are expected shortly.
• Management is executing a targeted operational rightsizing across development teams to align resource capacity with the core product roadmap.

Strategic process

In October 2025, the Board commissioned Lazard to review the Company’s strategic positioning, capital structure and long-term value creation opportunities. On 15 June 2026, following that review, the Board announced a strategic simplification plan and mandated Lazard to identify and engage with potential buyers for one or more of the Company’s business units and/or the Group as a whole, and/or to identify finance providers.

Since then, Lazard has approached a broad range of strategic and financial parties on behalf of the Company, with several of interested parties having been granted access to due diligence information. To date, the Company has received significant interest in the various business components.

Discussions with selected parties are currently at a progressed stage, with the objective of translating the preferred options into binding agreements. Once the Board has approved one or more binding commitments, Management will inform the market and provide further details on the envisaged transactions and their implications for the Group.

Sale of the Balkan companies

[INSIDE INFORMATION] Banqup Group is finalising, together with its subsidiary Financial Automation Solutions OÜ (an Estonian subholding), with its long-standing local partner, accompanied with local investors, in the region (the “Balkan partner”), who holds the remaining 25% of the Group’s principal Serbian operating company, the sale of all the shares in Unifiedpost CEE SIA. Unifiedpost CEE SIA holds the Group’s interests in its operating companies in Serbia, Bosnia and Herzegovina, the Slovak Republic and Croatia. This perimeter owns the eFaktura World platform. In 2025, these companies represented revenue of € 9,3 million and adjusted EBITDA of € 1,3 million, with 82 FTEs. The Balkan business would continue under local ownership with the management team that built it.

Main terms:

• Price: € 11,5 million for 100% of the shares, being the equity value of the Group’s interests in the Balkan companies, of which € 7,7 million for the 67,2% held by Banqup Group and € 3,8 million for the 32,8% held by Financial Automation Solutions OÜ.
• Payment: Banqup Group would receive € 6,0 million at and shortly after closing and the balance in two annual installments, secured by a pledge over shares in Unifiedpost CEE SIA. The shares held by Financial Automation Solutions OÜ would be transferred within 30 months of closing, with the price paid in full no later than 31 December 2031.
• Croatia: Before closing, Banqup Group would acquire the 51% shareholding in Unifiedpost d.o.o. (Zagreb) for € 0,5 million, so that the Croatian e-business activities remain within the Group.
• Conditions and timing: The parties are finalising the share purchase agreement. Signing and completion of the first tranche are subject to receipt of the formal clearance by the Serbian competition authority and is expected to be received shortly.
• Use of proceeds: The transaction would result in a net cash inflow of € 5,5 million at and shortly after closing, of which € 2,0 million would be applied to repay a bank facility.

The Company will inform the market upon signing and completion.

Liquidity position

At 30 September 2026, the Group’s net financial debt amounted to € 56,3 million and its cash to € 2,0 million, excluding restricted cash. The Company has secured an incremental facility of up to € 10,0 million from its senior lender Francisco Partners, and an amount of € 9,0 million is drawn to the senior debt facility, and the Group is also supported by shareholders loans amounting to € 8,8 million. Part of this additional debt financing in 2026 has been used to cover one-off costs of the restructuring described below, which is expected to improve the Group’s cost structure from 2027.

Management is implementing an operational restructuring plan to better align the cost structure on the current revenue level. This restructuring sets the number of development resources back to a level to maintain its existing product suite. Together with increased sales, especially in the French market, the document business is by year-end contributing positively to my monthly net cash flow (after capex).  The payment business is still cash burning mainly due to missing volumes. The Group’s funding needs are a key consideration in the transactions described in this release.

Continuity of operations

The Group’s businesses continue to operate in the ordinary course of business. Customers are served by the same teams, on the same platforms and under the same contracts and service levels, and this announcement does not change that. [Client funds held by the Group’s licensed payment institution are safeguarded in accordance with applicable law and kept separate from the Group’s own funds, and the institution continues to meet its regulatory capital requirements.

Koen De Brabander, interim CEO of Banqup Group:

“In my role as restructuring CEO of Banqup Group and in close collaboration with my  management team , I currently work on two parallel and complementary workstreams.

First, we are bringing our cost structure back to a sustainable level, which is the foundation for future profitable growth. The restructuring and cost-saving measures are well underway, and throughout the process we have protected our operations and the quality of service to our customers. The results are starting to show: our Documents and Consulting business units both delivered positive adjusted EBITDA in the first half of 2026.

Second, together with our strategic advisor Lazard, we are exploring market opportunities for the Group’s businesses. It is a demanding process, but it is moving in a constructive direction, thanks to the commitment and dedication of the entire team involved.

While there is still work to be done, we are committed to bringing both workstreams to a successful conclusion and to create the best possible outcome for the Company and its stakeholders”

Financial Calendar

25 February 2027: Publication of the FY 2026 Financial results (webcast)
20 April 2027: Publication of 2026 Annual Report

Contact

David Geleyn
Investor Relations - Banqup Group
investor.relations@banqup.com

About Banqup Group

Banqup Group empowers businesses to thrive by simplifying financial flows through an innovative, secure all-in-one platform for e-invoicing, e-payment, e-reporting, and e-trust solutions with built-in compliance at its core. Headquartered in Belgium and listed on Euronext Brussels (BANQ), the group has pioneered digital transformation since 2001. Today, as a specialized European fintech provider, Banqup links companies, accounting networks, banks, ERP systems, and tax authorities to turn administrative complexity into a frictionless, connected trade ecosystem. To learn more about Banqup Group and our software solutions, please visit our website: Banqup Group.

Cautionary note regarding forward-looking statements: The statements contained herein may include prospects, statements of future expectations, opinions, and other forward-looking statements in relation to the expected future performance of Banqup Group and the markets in which it is active. Such forward-looking statements are based on management's current views and assumptions regarding future events. By nature, they involve known and unknown risks, uncertainties, and other factors that appear justified at the time at which they are made but may not turn out to be accurate. Actual results, performance or events may, therefore, differ materially from those expressed or implied in such forward-looking statements. Except as required by applicable law, Banqup Group does not undertake any obligation to update, clarify or correct any forward-looking statements contained in this press release in light of new information, future events or otherwise and disclaims any liability in respect hereto. The reader is cautioned not to place undue reliance on forward-looking statements.

Attachment

• 2026_11_12 - Banqup Group Press Release Strategic