• Shareholders voted overwhelmingly in favor of the Scheme of Arrangement with Shift4 Holdings and Shift4 Payments
• 95.21% of votes cast were in favor, exceeding the required 75% threshold
• Final court approval and scheme implementation expected by early November 2025

Smartpay Holdings Ltd (ASX: SMP, NZX: SPY) has announced that its shareholders have voted to approve the proposed Scheme of Arrangement with Shift4 Holdings Limited and Shift4 Payments, LLC. The Scheme Meeting was held both in person and online, where shareholders were asked to vote on the resolution to approve the Scheme. The resolution was unanimously recommended by Smartpay's Board of Directors. As required by NZX Listing Rule 6.1, the voting was conducted by a poll. The Scheme Resolution was passed by the requisite majorities, with 95.21% of the votes cast in favor, exceeding the 75% threshold required. In total, 78.56% of the total Smartpay shares on issue were voted in favor of the Scheme Resolution, surpassing the required 50% threshold. The next steps in the Scheme process will now be undertaken, including applying to the High Court for final orders. If the High Court grants final orders approving the Scheme, and subject to the outstanding conditions being satisfied or waived and the scheme implementation agreement not being terminated, the last day of trading in Smartpay shares is expected to be 29 October 2025. The record date for participation in the Scheme is expected to be 7.00pm on 31 October and implementation of the Scheme is expected to occur on 4 November 2025.