• Smartpay received unsolicited acquisition proposals in 2025
• Board recommends shareholders vote in favor of $1.20/share acquisition by Shift4 Payments
• Scheme expected to complete on 4 November 2025 if approved

Smartpay Holdings Ltd Chair Gregor Barclay opened the company's Scheme Meeting, introducing the Board and executive team. He provided background on the proposed acquisition scheme, noting Smartpay received various unsolicited acquisition proposals in early 2025 and undertook a comprehensive process to explore opportunities to enhance shareholder value. The Board determined the $1.20 per share cash offer from Shift4 Payments represents the most compelling value for shareholders. Barclay outlined the key reasons for the Board's unanimous recommendation to vote in favor of the scheme, including the significant premium to the pre-announcement share price, the offer being near the mid-point of the independent valuation range, and the opportunity for shareholders to realize certain value for their shares. He noted no superior proposal has emerged and Smartpay's largest shareholder Microequities has agreed to support the scheme. Barclay discussed the voting thresholds required to approve the scheme and invited questions from shareholders. He concluded by acknowledging the Board, management team, and long-term shareholders for their contributions to Smartpay's success.