• Smartpay Board unanimously recommends shareholders vote in favour of the $1.20 per share Scheme
• Scheme consideration represents a significant premium to pre-announcement share price
• Scheme provides an opportunity to realise certain value for Smartpay shares in cash

Smartpay Holdings Ltd has announced a scheme of arrangement with Shift4 Holdings Limited, under which Shift4 will acquire all of the shares in Smartpay for NZ$1.20 per share in cash. The Smartpay Board unanimously recommends that shareholders vote in favour of the Scheme. The Scheme consideration represents a significant premium to Smartpay's pre-announcement share price and is near the mid-point of the Independent Adviser's valuation range of NZ$1.07 to NZ$1.43 per share. The Scheme provides an opportunity for Smartpay shareholders to realise certain value for their shares in cash, and removes their exposure to the risks associated with Smartpay's future operating performance. No superior proposal has emerged since the Scheme was announced, and major shareholder Microequities, with a 13.3% stake, intends to vote in favour. The Scheme is subject to shareholder and High Court approval, and is expected to complete in early November 2025.