• Smartpay Directors unanimously recommend shareholders vote in favour of the Scheme
• Consideration of NZ$1.20 per share represents a 90.5% premium to the pre-announcement share price
• Independent Adviser's Report values Smartpay shares between NZ$1.07 and NZ$1.43

Smartpay Holdings Limited has announced a scheme of arrangement under which Shift4 Holdings Limited will acquire all Smartpay shares for NZ$1.20 per share. The Smartpay Directors unanimously recommend that shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Adviser continuing to conclude that the Consideration is within or above the Independent Adviser's valuation range for the Smartpay Shares. The Consideration of NZ$1.20 per Smartpay Share represents a 90.5% premium to Smartpay's undisturbed share price on the NZX Main Board prior to the announcement of the proposals, and is within the Independent Adviser's valuation range of NZ$1.07 to NZ$1.43 per share. The Scheme provides an opportunity for Shareholders to realise certain value for their Smartpay Shares in an all-cash transaction. If the Scheme does not proceed, there is no assurance that Shareholders will be able to achieve returns equivalent to or better than the Consideration in the future.