• Smartpay received revised conditional, non-binding proposal from international strategic to acquire 100% for NZ$1.20/share
• Smartpay entered exclusivity agreement with the party to progress the revised proposal
• No certainty the revised proposal will result in a binding transaction

Smartpay Holdings Limited (Smartpay) has continued to engage with Tyro Payments Limited (Tyro) and an international strategic party (the Other Party) to assess the merits of their proposals following Smartpay's prior announcement on 17 March 2025 regarding a possible control transaction. During this period, Smartpay also received a conditional, non-binding indicative proposal from another international strategic party. On 25 April 2025, Smartpay received a revised conditional, non-binding indicative proposal from the Other Party to acquire 100% of Smartpay's issued ordinary shares for a price of NZ$1.20 (A$1.12) per share, comprising 100% cash consideration. The revised proposal was submitted subject to the Other Party being granted a limited period of exclusivity and certain other conditions, including satisfactory completion of due diligence and execution of a scheme implementation agreement. After careful consideration, the Smartpay Board has determined it is in the best interests of shareholders to enter into an exclusivity agreement with the Other Party for a limited period to progress the revised proposal and determine if an acceptable binding transaction can be agreed. The exclusivity agreement will provide exclusivity to the Other Party until 9 June 2025. During the exclusivity period, Smartpay has committed not to engage with any competing proposals, except that it may engage with any competing proposal that is potentially superior during the period from 26 May to 9 June. The execution of the exclusivity agreement provides no certainty that the revised proposal will result in a binding transaction, and there is no certainty that any transaction will arise.