SPH Notice – Asantha Wijeyeratne

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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): Upakara Family Trust, Wijeyeratne & Co Limited, Cloud Investments Limited
and Asantha Wijeyeratne
Summary of substantial holding
Class of quoted voting products: Ordinary shares in PaySauce Limited
Summary for Upakara Family Trust, Wijeyeratne & Co Limited, Cloud Investments Limited
and Asantha Wijeyeratne
For this disclosure,—
(a) total number held in class: 2,088,507,475
(b) total in class: 5,843,543,401
(c) total percentage held in class: 35.74%
Details of relevant interests
Details for Upakara Family Trust
Nature of relevant interest(s): Wijeyeratne & Co Limited and Cloud Investments Limited
own ordinary shares in PaySauce Limited. The ordinary shares of Wijeyeratne & Co
Limited and Cloud Investments Limited form part of the property held by the trustee of the
Upakara Family Trust.
For that relevant interest,—
(a) number held in class: 2,088,507,475
(b) percentage held in class: 35.74%
(c) current registered holder(s): not applicable
(d) registered holder(s) once transfers are registered: Wijeyeratne & Co Limited and
Cloud Investments Limited
For a derivative relevant interest, also—
(a) type of derivative: not applicable

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(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 Wijeyeratne & Co Limited
Nature of relevant interest(s): Wijeyeratne & Co Limited is party to a restricted security
deed (attached) with PaySauce Limited ("PYS"). Under the restricted security deed,
Wijeyeratne & Co Limited 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 Wijeyeratne
& Co Limited 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: 1,446,856,073
(b) percentage held in class: 24.76%
(c) current registered holder(s): not applicable
(d) registered holder(s) once transfers are registered: Wijeyeratne & Co Limited
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 Cloud Investments Limited
Nature of relevant interest(s): Cloud Investments Limited is party to a restricted security
deed (attached) with PaySauce Limited ("PYS"). Under the restricted security deed,
Cloud Investments Limited 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 Cloud
Investments Limited 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: 641,651,402
(b) percentage held in class: 10.98%

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(c) current registered holder(s): not applicable
(d) registered holder(s) once transfers are registered: Cloud Investments Limited
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 Asantha Wijeyeratne
Nature of relevant interest(s): Asantha Wijeyeratne is a director of Wijeyeratne & Co
Limited and Cloud Investments Limited.
For that relevant interest,—
(a) number held in class: 2,088,507,475
(b) percentage held in class: 35.74%
(c) current registered holder(s): not applicable
(d) registered holder(s) once transfers are registered: Wijeyeratne & Co Limited and
Cloud Investments Limited
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 the 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(es) of substantial product holder(s): 71c Korokoro Road, Korokoro, Lower Hutt
5012, New Zealand
Contact details: Asantha Wijeyeratne, 021 554 600, 71c Korokoro Road, Korokoro, Lower
Hutt 5012, New Zealand
Nature of connection between substantial product holders:
The Upakara Family Trust, Wijeyeratne & Co Limited, Cloud Investments Limited and
Asantha Wijeyeratne can all disclose together as they have a related holding in the same
listed issuer (PaySauce Limited).
Wijeyeratne & Co Limited and Cloud Investments Limited are associated for the purposes
of section 12(d) of the Financial Markets Conduct Act 2013 as they share the same director
(Asantha Wijeyeratne).
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
Asantha Wijeyeratne is also a director 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.

3648167 v4




Restricted Security Deed


PARTIES
Energy Mad Limited

Cloud Investments Limited

Wijeyeratne & Co Limited

3648167 v4 i
CONTENTS
1. DEFINITIONS AND CONSTRUCTION ............................................................................................. 1
2. ESCROW .......................................................................................................................................... 2
3. EXCEPTIONS ................................................................................................................................... 2
4. GENERAL ......................................................................................................................................... 3

3648167 v4 1
RESTRICTED SECURITY DEED dated 2018


PARTIES
ENERGY MAD LIMITED a company incorporated in New Zealand, with company number
1719868 ("Company")
CLOUD INVESTMENTS LIMITED a company incorporated in New Zealand, with company
number 3303048
WIJEYERATNE & CO LIMITED a company incorporated in New Zealand, with company
number 3301748
(each a "Shareholder" and together the "Shareholders")
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 will become registered holders of ordinary
shares in the Company ("Shares").
B The Shareholders 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 each
Shareholder 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 Each Shareholder unconditionally and irrevocably undertakes to the Non-Interested
Directors, the Company and the Special Division that, subject to clause 3, it 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 a Shareholder 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, a
Shareholder may transfer all or part of the Shares to an Affiliate, provided that the 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 Schemes of Arrangement: 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 a Shareholder or any Affiliate of
either Shareholder. For clarity, if a full or partial takeover offer is made or proposed to be
made during the Restricted Period, directly or indirectly by a person who is not a
Shareholder or an Affiliate of it, then a Shareholder may sell, or agree, or offer to sell all or
any part of the Shares to the offeror under that offer.

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3.3 Security Interest Permitted: Notwithstanding clause 2.1 of this deed, a Shareholder 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 Shareholder, 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.
4. GENERAL
4.1 Specific Performance: Each Shareholder acknowledges 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.
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 if 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.