SPH Notice – Troy Tarrant

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To PaySauce Limited
Date this disclosure made: 7 January 2019
Date on which substantial holding began: 21 December 2018
Substantial product holder(s) giving disclosure
Full name(s): Gibson Sheat Trustees Limited (as trustee of the Gondolin Trust) and Troy
Tarrant (as trustee and sole beneficiary of the Gondolin Trust)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in PaySauce Limited
Summary for Gibson Sheat Trustees Limited (as trustee of the Gondolin Trust) and Troy
Tarrant (as trustee and sole beneficiary of the Gondolin Trust)
For this disclosure,—
(a) total number held in class: 836,481,557
(b) total in class: 5,843,543,401
(c) total percentage held in class: 14.31%
Details of relevant interests
Details for Gibson Sheat Trustees Limited (as trustee of the Gondolin Trust)
Nature of relevant interest(s): Gibson Sheat Trustees Limited ("GSTL") is party to a
restricted security deed (attached) with PaySauce Limited (”PYS"). Under the restricted
security deed, GSTL has agreed that it will not dispose of or transfer any of its shares in
PYS (among other things), until audited financial statements for the PYS group for the
financial year ending 31 March 2019 are made available to the public, unless GSTL receives
prior written approval from PYS, PYS's "non-interested directors" and the Special Division
of the New Zealand Markets Disciplinary Tribunal.
For that relevant interest,—
(a) number held in class: 836,481,557
(b) percentage held in class: 14.31%
(c) current registered holder(s): not applicable
(d) registered holder(s) once transfers are registered: Gibson Sheat Trustees Limited
and Troy Tarrant (as trustees of the Gondolin Trust)

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For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable
Details for Troy Tarrant (as trustee and sole beneficiary of the Gondolin Trust)
Nature of relevant interest(s): Troy Tarrant as trustee and sole beneficiary of the Gondolin
Trust is party to a restricted security deed (attached) with PaySauce Limited (”PYS").
Under the restricted security deed, the Gondolin Trust has agreed that it will not dispose of
or transfer any of its shares in PYS (among other things), until audited financial statements
for the PYS group for the financial year ending 31 March 2019 are made available to the
public, unless the Gondolin Trust receives prior written approval from PYS, PYS's "non-
interested directors" and the Special Division of the New Zealand Markets Disciplinary
Tribunal.
For that relevant interest,—
(a) number held in class: 836,481,557
(b) percentage held in class: 14.31%
(c) current registered holder(s): not applicable
(d) registered holder(s) once transfers are registered: Gibson Sheat Trustees Limited
and Troy Tarrant (as trustees of the Gondolin Trust)
For a derivative relevant interest, also—
(a) type of derivative: not applicable
(b) details of derivative: not applicable
(c) parties to the derivative: not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
On 21 December 2018, Energy Mad Limited (which has been renamed PaySauce Limited)
("EML") completed the acquisition of all of the ordinary shares of PaySauce Limited (which
has been renamed PaySauce Operations Limited) ("PaySauce") from the existing
shareholders of PaySauce for consideration of $10 million, which was satisfied by EML
issuing 5,667,706,766 shares to the existing shareholders of PaySauce at a price of
approximately 0.18 cents per share.

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Additional information
Address of substantial product holder: 40 Ferry Road, Days Bay, Lower Hutt 5013, New
Zealand
Contact details: Troy Tarrant, 021 554 695, 40 Ferry Road, Days Bay, Lower Hutt 5013,
New Zealand
Nature of connection between substantial product holders: each a trustee of the Gondolin
Trust.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: not applicable
Disclosure has effect for purposes of directors’ and senior managers’ disclosure
Troy Tarrant is also the Chief Technology Officer of PaySauce Limited. This disclosure also
constitutes disclosure for the purposes of the directors’ and senior managers’ disclosure
obligations.
Certification
I, Asantha Wijeyeratne, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make
this disclosure by all persons for whom it is made.

3647537 v4




Restricted Security Deed


PARTIES
Energy Mad Limited

Gibson Sheat Trustees Limited and Troy Tarrant (as trustees of
the Gondolin Trust)

Troy Tarrant (as sole beneficiary of the Gondolin Trust)

3647537 v4 i
CONTENTS
1. DEFINITIONS AND CONSTRUCTION ............................................................................................. 1
2. ESCROW .......................................................................................................................................... 2
3. EXCEPTIONS ................................................................................................................................... 2
4. GENERAL ......................................................................................................................................... 3

3647537 v4 1
RESTRICTED SECURITY DEED dated 2018


PARTIES
ENERGY MAD LIMITED a company incorporated in New Zealand, with company number
1719868 ("Company")
GIBSON SHEAT TRUSTEES LIMITED AND TROY TARRANT (as trustees of the Gondolin
Trust) (together, the "Shareholders")
TROY TARRANT (as sole beneficiary of the Gondolin Trust) ("Beneficiary")
INTRODUCTION
A The Company is listed on the NZX Main Board. The Company is proposing to acquire 100%
of the ordinary shares in PaySauce Limited ("Acquisition"). Following the completion of the
Acquisition ("Completion"), the Shareholders (as trustees of the Gondolin Trust) will
become registered holders of ordinary shares in the Company ("Shares"). The Beneficiary is
the sole beneficiary of the Gondolin Trust.
B The Shareholders and the Beneficiary have agreed to deal with the Shares following
Completion in accordance with the terms of this deed.
THE PARTIES AGREE as follows:
1. DEFINITIONS AND CONSTRUCTION
1.1 Defined terms: In this deed, unless the context requires otherwise:
"Acquisition" means the acquisition by the Company of 100% of the ordinary shares in
PaySauce Limited;
"Affiliate" means in relation to any person, a person that directly or indirectly, through one or
more intermediaries, owns or controls or is owned or controlled by or is under common
ownership or control with the person and, in relation to a family trust means any beneficiary
(ascertained or discretionary) of that trust;
"Business Day" means a day on which the NZX Main Board is open for trading;
"Completion" means completion of the Acquisition;
"Group" means the Company and all of its subsidiaries (as that term is defined in section
5(1) of the Companies Act 1993);
"Non-Interested Directors" means, in relation to any decision, directors of the Company
who are not "interested" for the purposes of the Companies Act 1993;
"NZX" means NZX Limited and includes its successors and assigns and as the context
permits includes any duly authorised delegate of NZX;
"NZX Main Board" means the main board equity securities market operated by NZX;
21 December

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"Restricted Period" means the period from the date of Completion and ending on the first
Business Day after delivery to the NZX for public release of the annual report for the Group
(containing audited Group financial statements) for the year ended 31 March 2019;
"Shares" means the ordinary shares of the Company registered in the name of the
Shareholders (as trustees of the Gondolin Trust) as at the date of Completion;
"Special Division" means the Special Division of the NZ Markets Disciplinary Tribunal and
includes its successors and assigns and as the context permits includes any duly authorised
delegate of the Special Division; and
"Takeovers Code" means the Takeovers Code set out in the schedule to the Takeovers
Regulations 2000, as amended or replaced from time to time.
2. ESCROW
2.1 The Shareholders (in their capacity as trustees of the Gondolin Trust) and the Beneficiary (in
his capacity as sole beneficiary of the Gondolin Trust) unconditionally and irrevocably
undertake to the Non-Interested Directors, the Company and the Special Division that,
subject to clause 3, they will not:
(a) sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer
assign or otherwise dispose of, its right and title to, and beneficial interest in, the
Shares in the Restricted Period; or
(b) do, or omit to do, any act if the act or omission would have the effect of transferring
effective ownership or control of the Shares in the Restricted Period,
without first giving not less than five Business Days' written notice to, and obtaining the prior
written approval (at their respective discretions but subject to clause 3) of each of the Non-
Interested Directors, the Company and the Special Division.
2.2 The right of the Shareholders (in their capacity as trustees of the Gondolin Trust) and the
Beneficiary (in his capacity as sole beneficiary of the Gondolin Trust) to deal with the Shares
is also subject to any other restrictions which may be applicable, including under the NZX
Main Board/Debt Market Listing Rules and the Financial Markets Conduct Act 2013.
3. EXCEPTIONS
3.1 Transfer to Affiliates: Notwithstanding the restrictions set out in clause 2.1 of this deed, the
Shareholders (in their capacity as trustees of the Gondolin Trust) and the Beneficiary (in his
capacity as sole beneficiary of the Gondolin Trust) may transfer all or part of the Shares to
their Affiliates or an Affiliate of the Gondolin Trust, provided that the relevant Affiliate enters
into a restricted security deed with the Company in relation to the Shares transferred on the
same terms as this deed for the remainder of the Restricted Period.
3.2 Offer under Takeovers Code and Scheme of Arrangements: Clause 2.1 of this deed will
not apply in relation to any full or partial takeover offer made under the Takeovers Code or
similar scheme or arrangement, provided that any such takeover offer or similar scheme or
arrangement is not made, whether directly or indirectly, by the Shareholders, the Beneficiary
or any their Affiliates or an Affiliate of the Gondolin Trust. For clarity, if a full or partial

3647537 v4 3
takeover offer is made or proposed to be made during the Restricted Period, directly or
indirectly by a person who is not either Shareholder or their Affiliate or an Affiliate of the
Gondolin Trust, then the Shareholders or the Beneficiary may sell, or agree, or offer to sell
all or any part of the Shares to the offeror under that offer.
3.3 Security Interest Permitted: Notwithstanding clause 2.1 of this deed, the Shareholders or
the Beneficiary may create, or agree to create, a mortgage, charge or other form of security
interest over or in respect of all or part of its Shares in favour of a bona fide lender to the
Shareholders (in their capacity as trustee of the Gondolin Trust) or the Beneficiary, provided
that the lender enters into a restricted security deed with the Company in relation to the
relevant Shares on the same terms as this deed, to take effect from the enforcement of the
security interest, for the remainder of the Restricted Period.
3.4 Trustee liability for the Gondolin Trust:
(a) The Shareholders enter into this deed only in their capacity as trustees of the
Gondolin Trust and in no other capacity.
(b) A liability arising under or in connection with this deed is limited to, and can be
enforced against the Shareholders only to the extent to which it can be satisfied out
of, the assets of the Gondolin Trust. Those assets shall not include any capital or
income of the Gondolin Trust which has been transferred or paid to, or appointed
or applied for the benefit of, any person in accordance with the terms of the trust
deed constituting the Gondolin Trust. The limitation of the Shareholders' liability in
this clause 3.4 applies despite any other provision of this deed, and extends to all
liabilities and obligations of the Shareholders arising under this deed.
(c) No person may bring any action or proceeding against the Shareholders in any
capacity other than as trustee of the Gondolin Trust.
(d) This clause 3.4 is not intended to limit any rights which the Shareholders have to
be indemnified out of the assets of the Gondolin Trust.
4. GENERAL
4.1 Specific Performance: The Shareholders and the Beneficiary acknowledge that damages
alone would be an inadequate remedy for breach of its obligations under this deed and the
appropriate remedies for such a breach will include orders for specific performance,
injunctive relief, any other equitable relief and/or damages.
4.2 Contract and Commercial Law Act 2017: The provisions of this deed are for the benefit of,
and are intended to be enforceable by, any of the Non-Interested Directors, the other
shareholders of the Company and the Special Division under Part 2, Subpart 1 of the
Contract and Commercial Law Act 2017.
4.3 Severability: If a court or administrative body decides that part of this deed is illegal, void or
cannot be enforced, that decision will not make the rest of this deed invalid.
4.4 No effect: This deed will be void and of no effect if the Company's shares are no longer
listed on the NZX Main Board.

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4.5 Amendment or Termination: Any variation to, or termination of, this deed requires the
written agreement of all parties to this deed and the Company shall not agree to any
amendment or termination without prior written approval of the Special Division. The
Company will provide the Special Division with notice immediately in the event that it
becomes aware of a breach or a likely breach of this deed.
4.6 Governing Law: This deed is governed by, and construed in accordance with, New Zealand
law and the parties agree to submit to the jurisdiction of the New Zealand courts.
4.7 Notices: All notices and other communications required hereunder shall be in writing and
shall be deemed to have been duly given:
(a) in the case of personal delivery, when delivered;
(b) in the case of post, two days after posting if sent by post within New Zealand or ten
days after posting if posted from one country to another; or
(c) in the case of email, on the date and time at which it is sent to the addressee's
email address from the sender's information system (as shown in a confirmation of
sending delivery report from the sender's information system).
4.8 Counterpart execution: This deed may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Executed counterparts transmitted by facsimile or email shall be effective as originals.