• Scheme Meeting to be held on 14 October 2025
• Consideration of NZ$1.20 per share within Independent Adviser's valuation range
• Smartpay directors unanimously recommend shareholders vote in favour

Smartpay Holdings Limited (NZX:SPY; ASX:SMP) has today released an electronic version of the scheme booklet, including a notice of meeting, for a special meeting of Smartpay shareholders (the Scheme Meeting) to vote on the proposed scheme of arrangement under which Shift4 Holdings Limited will acquire all of the shares in Smartpay for NZ$1.20 per share. The Independent Adviser has assessed the value of Smartpay to be in the range of NZ$1.07 to NZ$1.43 per share, with the consideration being near the midpoint of that range. 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. The reasons for the directors' recommendation include the significant premium to recent trading prices, the certainty of cash consideration, and the support of Smartpay's substantial shareholder. The Scheme Meeting will be held on 14 October 2025, with shareholders able to vote in person or online. The Scheme remains subject to customary conditions, including High Court approval.