PaySauce launches $4 million capital raise

PaySauce launches $4 million capital raise
Lower Hutt, New Zealand – 15 December 2025
Software-as-a-Service fintech PaySauce Limited (NZX: PYS) is pleased to
announce a capital raising comprising of a placement of approximately $3
million to institutional and other investors (Placement) and a $1 million share
purchase plan (SPP) available to investors residing in New Zealand (together, the
Offer).

Proceeds from the Offer will be applied to fund PaySauce’s expansion into the
Australian market, which is scheduled to launch in February 2026.

The Offer structure is designed to broaden PaySauce’s shareholder base and
promote future liquidity.

The Offer will be undertaken at a fixed price of $0.26 per share (Issue Price). The
Issue Price represents a 7.1% discount to the closing share price on Friday, 12
December 2025 of $0.28 per share.

Approximately 15.4 million shares may be issued under the Offer. New shares
issued under the Offer will rank equally with existing fully paid ordinary shares in
PaySauce quoted on the NZX Market from the time of their issue.

Chief Executive Asantha Wijeyeratne, who is moving to Melbourne to work with
PaySauce Australia Executive Director Chris Ridd to drive the Australian
expansion, said: “PaySauce has established a strong record for consistent growth
in revenue and solid earnings and cash flow. From these strong domestic
foundations, we have developed a market-leading payroll solution for micro-
businesses and funded our launch into Australia, a market of around 700,000
micro-businesses that remains largely underserved.”

“The capital raising we are launching today will give us the flexibility to pursue
this opportunity across the Tasman and consider bolt on acquisitions that will
accelerate our growth in this market. We also expect the new capital will
broaden our investor base, enhance liquidity and enable better recognition of
the value we are creating.”

NZX has granted a trading halt to facilitate the Placement. PaySauce expects to
advise the market of the capital raised under the Placement on Wednesday, 17
December 2025.

The SPP will be open from 9.00am (NZST) on Wednesday, 17 December 2025 to
5.00pm (NZST) on Friday, 23 January 2026. The Record Date for the SPP is
5.00pm today, 15 December 2025.

Under the SPP, investors will be invited to subscribe for up to $50,000 of new
shares at $0.26 per share, free of any brokerage, commission, or transaction
costs. If the SPP is oversubscribed, applications may be scaled down in
PaySauce’s sole discretion, by reference to the number of ordinary shares held
by applicants at the Record Date.

Further details about the SPP will be released to the NZX on Wednesday, 17
December 2025. Shareholders of PaySauce on the Record Date will have their
applications preferred over non-shareholders in the event of scaling.

Cameron Partners are acting as Financial Adviser for the Offer. The Offer is not
underwritten.

Please review the investor presentation and cleansing notice released with this
announcement for further information.

Minimum Holdings Notice

Under PaySauce's constitution and the NZX Listing Rules, PaySauce is permitted
to exercise a power of sale of shares held by any person with less than a
Minimum Holding. The PaySauce Board has resolved that a Minimum Holding
of PaySauce shares is a parcel of shares with a value less than NZ$500.

PaySauce recognises that it is difficult for shareholders to sell small parcels of
shares because the cost of brokerage can be disproportionately high relative to
the value of their shareholding. PaySauce is also concerned about the ongoing
cost of maintaining a large number of small holdings on its share register.
Accordingly, the PaySauce Board has determined that it will exercise its power
of sale of shares held by any person with less than a Minimum Holding on its
share register. The Minimum Holding has been set at 1,786 shares, based on the
Average Market Price of PaySauce shares as at market close on Friday 12
December 2025. The attached notice will be sent to affected shareholders
shortly together with the SPP Booklet so that small shareholders who wish to
top up to or above the Minimum Holding can use the SPP as a brokerage free
opportunity to do so.

PaySauce will hold a power of sale over share parcels that are less than a
Minimum Holding on 15 March 2026.

Please note that the Minimum Holding process only effects shareholders who
hold less than a Minimum Holding directly on the PaySauce share register. It
does not affect shareholders who hold shares through a custodial account (such
as Sharesies).

Released for and on behalf of PaySauce by PaySauce CFO Jaime Monaghan

ENDS

PaySauce is a SaaS fintech platform delivering digital payroll solutions across 14
jurisdictions in Asia-Pacific. The technology enables small employers to digitally
onboard, pay and manage employees from any device. The platform includes
rosters, mobile timesheets, payroll calculations, banking integration, automated
payments, PAYE filing, labour costing, and automated general ledger entries. The
PayNow feature enables customers’ employees to access the pay they’ve earned
before payday, providing a free alternative to payday lenders.

www.paysauce.com

CONTACT
Investors Media
Asantha Wijeyeratne Richard Inder
CEO PaySauce The Project
+64 21 554 600 +64 21 645 643

Please direct any investment queries to investor@paysauce.com

---

Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 4

Section 1: Issuer information (mandatory)
Name of issuer PaySauce Limited
Class of Financial Product Ordinary Shares
NZX ticker code PYS
ISIN (If unknown, check on NZX
website)
NZMADE0001S4
Name of Registry MUFG Pension and Market Services
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement X
Record date 15/12/2025
Ex Date (one business day before the
Record Date)
12/12/2025
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 6: Share Purchase Plans/retail offer
1

(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
$1 million

1

In this Corporate Action Notice, a “retail offer” refers to an offer that is not a Rights issue, Accelerated Offer or Share Purchase
Plan, but is nonetheless open to “retail” investors of the Issuer (for example an offer that would be a Share Purchase Plan but for
the amount offered to each shareholder exceeding the relevant limit).

2 of 4
Minimum application amount (if
any)
$500
Maximum application amount per
Equity Security holder
$50,000
Subscription price per Equity
Security
$0.26
Scaling reference date
2
Scaling by reference to holdings as at the record date of
15/12/2025
Closing date 5pm, 23/01/2026
Allotment date 30/01/2026
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
11,538,462 (with the ability for PYS to increase the size of
the placement and, therefore, the number of shares to be
issued under the placement, at its complete discretion).
Issue price per Equity Security $0.26
Maximum dollar amount of Equity
Securities to be issued
3

$3,000,000 (with the ability for PYS to increase the size of
the placement, at its discretion).
Proposed issue date 19/12/2025
Existing holders eligible to
participate
4

Y
Related Parties eligible to
participate
5

Y
Basis upon which participation by
existing Equity Security holders will
be determined
Existing institutional shareholders will be allocated a
minimum of their pro-rata equivalent of the placement, or
any lower amount bid for. PaySauce will seek to prioritise
allocations to existing shareholders who have been or
who are likely to be high quality, long-term supporters of
the Company. These allocation objectives will be
balanced with PaySauce’s intent to broaden its investor
base and promote liquidity in its shares.
Purpose(s) for which the Issuer is
issuing the Equity Securities
Funds raised will be used to fund PaySauce’s expansion
into the Australian market by enabling PaySauce to invest

2
Scaling for a Share Purchase Plan must be determined as set out in the definition of “Share Purchase Plan” in the Listing Rules.
Retail offers may apply a different basis for scaling.

3

Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer
should instead indicate the maximum dollar amount of Equity Securities to be issued.
4
Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of
eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a
certain status, such as wholesale, sophisticated or professional investors only.
5
Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties
(i.e. restrictions on participation applying to the placement generally should be disregarded).

3 of 4
in additional sales and marketing resources and
initiatives. These resources will be used to accelerate
customer acquisition and referral partnerships in the
Australian market. Additional funds will allow PaySauce to
consider potential small scale acquisitions as part of its
growth strategy.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
A Share Purchase Plan is offered in conjunction with the
Placement. A non-pro rata offer is being undertaken with
a view to providing PaySauce with an opportunity to
broaden its shareholder base and enhance liquidity in its
shares.
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed N
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten N
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting
being terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Jaime Monaghan
Contact person for this announcement Jaime Monaghan
Contact phone number +64 22 5246366
Contact email address jaime@paysauce.com
Date of release through MAP 15/12/2025

4 of 4

* Please do not delete individual rows. Full sections can be deleted if the section relates to a different type of
corporate action
** Please note that in NZX’s systems, standard rounding indicates 0.5 and above round up, below 0.5 round down.
Please contact NZX if you are intending to treat fractions differently.

---

21299995_3

15 December 2025

NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington
Notice Pursuant to Clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014

PaySauce Limited (NZX:PYS) intends to undertake a capital raising comprising of:

1 off-market placements to investors to raise approximately NZ$3 million; and
2 a share purchase plan to investors residing in New Zealand to raise approximately
NZ$1 million.
(together, the Offer).
The Shares issued under the Offer will be of the same class and rank pari passu with all
existing shares in PYS quoted on the NZX Main Board.

Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014 (the Regulations), and the Financial Markets Conduct Act 2013 (FMCA), PYS advises
that:

1 PYS is making the Offer to investors in reliance upon the exclusion in clauses 19(1)
and 19(1A) of Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of
Schedule 8 to the Regulations.
2 As at the date of this notice:
a) PYS is in compliance with the continuous disclosure obligations that apply to
it in relation to its quoted ordinary shares; and
b) PYS is in compliance with its “financial reporting obligations” (as defined in
clause 20(5) of Schedule 8 of the Regulations).
3 There is no information that is "excluded information" (as defined in clause 20(5) of
Schedule 8 of the Regulations) in respect of PYS.
4 The Offer is not expected to have any material effect or consequence on the control
of PYS.
For and on behalf of the Board,

Asantha Wijeyeratne,
Director
PaySauce Limited
For further information, please contact asantha@paysauce.com

---

EQUITY RAISING PRESENTATION
15 December 2025

DISCLAIMER
This presentation has been prepared by PaySauce Limited (PaySauce). All information is current at the date of this presentation unless otherwise stated.
The information in this presentation is of a general nature and does not constitute or contain, an offer or invitation for subscription, purchase, or
recommendation of securities in PaySauce for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial
product, investment advice or any other recommendation. Any offer will be set out in a Placement Application Form or Share Purchase Plan booklet.
This presentation should be read in conjunction with, and is subject to PaySauce’s Financial Statements and Annual Report, market releases and information
published on PaySauce’s website -www.paysauce.com.
The information provided by PaySauce in this communication includes forward looking statements and financial scenarios. Thesestatements and scenarios
are based on current assumptions, expectations, projections, and other information available to PaySauce. However, it is important to note that actual
outcomes may differ materially from these statements and scenarios due to various factors beyond PaySauce’s control. PaySaucedoes not guarantee the
accuracy or completeness of these statements or scenarios. Recipients of this information are cautioned not to place undue reliance on these forward-looking
statements and scenarios, as PaySauce cannot predict what will ultimately transpire.
This presentation may include statements relating to past performance, which should not be regarded as a reliable indicator for future performance. This
presentation may include information from third parties believed to be reliable; however, no representations or warranties are made as to the accuracy or
completeness of such information.
While reasonable care has been taken in compiling this presentation, none of PaySauce nor its subsidiaries, directors, employees, agents or advisers (to the
maximum extent permitted by law) gives any warranty or representation (express or implied) as to the accuracy, completeness or reliability of the information
contained in it, nor takes any responsibility for it. The information in this presentation has not been and will not be independently verified or audited.
No person is under any obligation to update this presentation at any time after its release to you or provide you with further information about PaySauce.
This presentation does not contain or disclose all information that may be required to evaluate PaySauce. This presentation may also be amended or
supplemented at any time. If an offer of PaySauce financial products is made in the future, prospective investors should conducttheir own investigations,
verifications and assessment of PaySauce, identify the information that they require and engage their own professional advisers to advise them on it. This
presentation alone should not form the basis for such an investment decision.
All currency amounts are in New Zealand Dollars unless stated otherwise
2

Contents
1.Snapshot4
2.Scaling PaySauce globally8
3.Capital raising overview24
4.Appendix28
3

SNAPSHOT

5
Supercharge Growth
Loving Our Customers
Scalability
●Proven track record in New Zealand, having delivered +23% CAGR in active customers and +35% CAGR
in ARR, since April 2020
●Investment made from existing resources to develop a best-in-class payroll solution for micro-
businesses has readied the business for international expansion
●Australia is the first step and represents an exciting opportunity with ~700k micro-businesses versus
~100k in New Zealand
●Every 1,000 new customers translates into approximately $1 million of ARR
●PaySauce is raising growth capitalto capitalise on this opportunity and accelerate profitable growth
PaySauce is now ready for international expansion,
starting with Australia
Best-in-class Global
Payroll Platform ready to
deploy internationally
Australian launch
underway targeting
700k micro-businesses
Profitable NZ base delivering
sustained growth and cash
generation
-
$2M
$4M
$6M
$8M
$10M
Mar-22Mar-23Mar-24Mar-25
RevenueExpenses
PaySauce
Global
Payroll
Platform

A unique all-in-one payroll and workforce-management application for micro-businesses –combining
payroll, rostering, timesheets and integrated payments to simplify compliance and administration
A track record of solving payroll complexity for micro-businesses
6
PaySauce is not currently aware of any micro-business payroll providers in Australia offering all the above solutions or features in a single solution
Hassle-free
Setup
First pay
walk through
Locally based
support team
PAYE
intermediary
Holiday
pay compliance
Minimum
wage compliance
Payment
integrations
Flexible
payment
structures
Workflow
automations
Mobile
timesheets
Leave
management
Digital rosters
Accounting
software
integrations
Costings
Reports
Hassle-free
Setup
Timesheets
PayslipsLeave requests
Payroll givingEarned Wage
Access
OnboardingCompliance
Employee tools
People
admin
Integrations &
reports
Pay runs
Net Promoter
Score
50

Leadership team
7
Shelley
Ruha
Independent
Chair
Experienced
company director
including current
positions at Allied
Farmers (Chair),
Heartland Bank,
9Spokes,
SmartPayand
Partners Life
Asantha
Wijeyeratne
Executive
Director,
CEO and
Co-Founder
Gavin
Thompson
Director
Founder / CEO
of Catalyst IT,
NZ’s largest
open-source IT
service
provider
Mark
Samlal
Independent
Director
Founder and
CEO of
PayGroup, ASX
listed, sold to
Deel Inc.
Jim
Sybertsma
Independent
Director,
Audit & Risk
Committee
Chair
Director of
Provident
Insurance
Corporation, Auto
Drive Holdings
and NZ family
office CFO
Jaime
Monaghan
Chief
Financial
Officer
Jess
McLean
Chief
Product
Officer
Jacques
Labuschagne
Chief
Technology
Officer
Board
Executive team
Chris
Ridd
Executive
Director
(Australia)
Formerly head of
Australia for Xero
where in 5 years
he grew the
customer base to
~320k users
In November 2025, Chris Ridd (ex Xero) joins as Executive Director to lead PaySauce’sgrowth in
Australia
Australia

SCALING
PAYSAUCE
GLOBALLY

Platform positioned for the immediate next phase of growth in
Australia and then beyond
123
Profitable NZ base delivering
sustained growth and cash
generation
Core operations continue to
deliver strong growth, profitability
and cash flow, supported by a loyal
SME customer base and
improving unit economics
Best-in-class Global Payroll Platform
–built for adaptability and efficiency
–is ready to deploy internationally
Next-generation platform enhances
automation, lowers cost-to-serve, and
expands commercial optionality
through readily configurable rules-
based architecture
Australian launch underway to
address payroll complexity for
~700k micro-businesses
Expansion into Australia underway
to unlock access to ~700k micro-
businesses struggling with payroll
compliance, establishing the
blueprint for our scalable and
global rollout
9
-
$2M
$4M
$6M
$8M
$10M
Mar-22Mar-23Mar-24Mar-25
RevenueExpenses
PaySauce
Global
Payroll
Platform

0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
0
1
2
3
4
5
6
7
8
9
Total active customers (end of period, 000s)NZ market share (%)
-
$1M
$2M
$3M
$4M
$5M
$6M
$7M
$8M
$9M
$10M
Processing feesInterest
NZ business: sustained growth
1. Market share is calculated based on number of businesses in New Zealand with 1-5 employees. Sourced from Statistics New Zealand
1
Total active customers and NZ market share
1
ARR
●Significant and consistent customer growth has driven steady
market share gains over the past five years, reflecting brand
strength and product performance
●Proven approach of expanding into micro-business markets now
expanding into a broader range of industries and customer
segments
●Processing revenue has grown at a +32% CAGRacross Q1 FY21 to
FY25, supported by a meaningful uplift in ARPU (growing from
$55 to $90 over FY21 to FY25)
●Interest income on customer funds continues to provide an
additional ‘tailwind’, reflecting higher transaction volumes, albeit
with some easing as wholesale interest rates normalise
10
Total customer CAGR: +23%
Total CAGR: +35%
Processing CAGR: +32%
PaySauce
successfully
acquires
SmoothPay

NZ business: attractive unit economics
Sustained customer retention and efficient acquisition underpin attractive unit economics, with operational
leverage enhancing profitability as our customer base expands
11
1. PaySauce generates revenue, in part, by earning interest income on New Zealand customer funds held temporarily (the float)
CAC
$
577
Flat YoY
New customer
joins PaySauce
Customer
Acquisition (CAC)
$577 per customer
ARPU
$
90
3% YoY
Customer pays
a monthly
subscription
Recurring revenue
(monthly) $90 per
customer
Customer
Lifetime
yrs
8.5
13% YoY
Customer stays
with PaySauce
Customer lifetime
Average monthly
churn of 0.98%
CTS
$
20
2% YoY
Customer
receives support
Cost to serve (CTS)
(Monthly): $20 per
customer
1
-
TBD
LTV
$
7,109
10% YoY
LTV : CAC
12:1
10% YoY
Customer
lifetime value
(LTV)
$7,109 per
customer
Made
up of
Processing
fees
$
72
Interest
1
$
18
6%
YoY
26%
YoY

-
$2.5M
$5.0M
$7.5M
$10.0M
Mar-22Mar-23Mar-24Mar-25
RevenueExpenses
NZ business: cash generative
Profitable and self-funded NZ base with consistent free cash
flow:
●Strong improvement in free cash flow from FY21 to FY25,
reflecting sustained revenue growth and disciplined cost
management
●NZ operations are nowself-sustaining, with operating cash
flows actively reinvested to fund the development of the
Global Payroll Platform
●Cash generation from the NZ base validates a proven, scalable
model that can be replicated in other markets globally
●New Zealand has funded Australia development to date
1. Excludes deferred tax income arising from the recognition of deferred tax from losses carried forward
Profitability
1
12
1
($1.5M)
($1.0M)
($0.5M)
-
$0.5M
$1.0M
Mar-22Mar-23Mar-24Mar-25
Free cash flow
Free cash flow (excl. funds held on behalf of customers)

Global Payroll Platform: best-in class technology for micro-businesses
●Funded entirely from free cash flowand representing a step
change in our technology architecture
●Built from modular componentsthat can be tailored for
different end users and markets
●Layered design enables complex new payroll rules to be
configured for any jurisdictionwithout impacting the core
code base
●New interface will deliver a cloud-based, mobile-first
experiencethat’s intuitive and easy to use
●APIs provide longer-term flexibilityto extend functionality and
integrate with new partners
13
2
PaySauce
Global
Payroll
Platform

Global Payroll Platform: cost-efficient, scalable global solution
●Increases focus on a self-service mobile experience, reducing
reliance on manual onboarding and phone-based support
●Enables more cost-efficient scaling by lowering support costs
and improving user autonomy
●Unlocks opportunity for further APRU increases through sector
specific feature packs
●Commercial launch to first customers in Australia planned for
early 2026, with other jurisdictions to follow
●Flexible, rules-based design enables rapid configuration for new
jurisdictions without significant added development cost
14
2

Australia expansion: competitive landscape
15
The competition in Australia is typically
focused on larger businesses or
underserves the micro-business
payroll landscape
3
Current solutions are fragmented,
and PaySauce is not currently aware of
any other end-to-end micro-payroll
solution with all solutions or features
in a single solution
Only a few existing solutions
currently have built-in functionalityto
manage the complex Fair Work
Payroll Awards

Australia expansion: solving the customer problem
●The Fair Work Pastoral Award is highly complex and creates
ongoing compliance challengesfor more than 4,400 dairy
farms in Australia
●Overtime and Sunday pay rules are difficult to apply in
practiceand often conflict with standard fortnightly pay cycles
●Beyond dairy, ~700k micro-businesses nationwide face
similar payroll issues, often relying on manual processes
●The result is a heavy administrative burden –with significant
time, cost and stress, and no unified compliance solutionfor
micro-businesses, who currently use multiple solutions
Micro-businesses need multiple apps to pay
their staff which are costly....
.... and face significant compliance challenges
Rostering & Timesheets
Import into Payroll
Understand regulations
Maintain 4 Weekly Tallies
Amend rates to comply with FWA
Export and upload banking files
16
3

Australia expansion: solving the complexity
One solution for micro-businesses that delivers end-to-end payroll:
●Banking integration for staff payments
●Integrated Superannuation payments and filing
●Single Touch Payroll Phase 2 (STP 2) compliant with integrated ATO
payments and filing
●Fair Work Australia Pastoral Award interpretation and comparison
checks -rules for other industry Awards to follow
●Mobile-enabled, end-to-end technology for employers and employees
on the go, a key differentiator in Australia, providing competitive edge
STP: Single Touch Payroll STP is the way DSPs report their customers’ employees' tax and super information to the ATO.
STP 2: Single Touch Payroll Phase 2 includes additional reporting with remuneration, PAYG and superannuation liability.
DSP: A Digital Service Provider develops digital services that help the community (and business) meet their tax and super obligations.
ATO:Australian Tax Office collects tax so that government can deliver services for the Australian community.
17
3

Australia expansion: big market opportunity
Many of the micro-businesses share similar pain points that are already solved by
PaySauce. The PaySauce technology stack then enables easy configuration of
industry-specific challenges:
●Trades and construction (Workforce management → Timesheet → Job costing)
●Hospitality(High staff turnover → More part time employees → Employee
maintenance)
●Professional services (Salaried staff → Job costing → Client billing)
18
1. https://www.asbfeo.gov.au/small-business-data-portal/number-small-businesses-australia
2. https://explorecareers.com.au/employers/australian-dairy/
3. Dairy Australia Report: In Focus 2024
3
~700k micro-businesses in Australia
1
4,400 Dairy Farms in Australia,
employing 46,000 staff
2
2,500 Dairy Farms in Victoria
3

Australia expansion: timeline
•Chris Ridd (ex-Xero)
appointed as Executive
Director of Australian
operations
•Support Dairy Australia’s
‘Women in Dairy’
networking event in
Gippsland, Victoria
•First customer
completed calculation,
filing and payment of
staff in Australia
•Built customer-driven
key features for a known
industry in a new
geography (Dairy
farmers in Victoria)
By Sep-25By Dec-25By Jun-26
•Asantha relocates to
Australia to spearhead
market development
and growth
•Targeted digital
marketing campaign
•Public launch at an
industry event
•Key growth stage for
start of the AU Tax Year
•Engaged local executive-
level expertise who
understand the market
By Dec-26
•Establish sales team
capability for industry
events, aimed at
growing our customer
base in Australia
•Test and learn versus
beta running
•Staged roll-out to
cohorts to ensure
smooth transition
•Expand ruleset to
incorporate other
demand-driven Awards
19
3
Product is now ready for Australian roll-out, with beta clients already using the solution

Australia expansion is the blueprint for global expansion
1. OECD SME Outlook Highlights Policy Highlights
2. Statistics Canada Small Business Key Statistics
3. https://www.cin7.com/blog/small-business-statistics/
4. South African Chamber of Commerce and Industry Small Business Growth Index
5.Business population estimates for the UK and regions 2024: statistical release -GOV.UK
6.https://www.ato.gov.au/about-ato/new-legislation/in-detail/superannuation/payday-superannuation
7. https://rayneressex.com/news/mandatory-payrolling-of-benefits-in-kind-from-april-2027-what-employers-must-do/
SMEs represent over 90%
1
of businesses in OECD countries
20
Sources for SME figures referenced
on slide
https://www.gov.uk/government/statisti
cs/business-population-estimates-
2024/business-population-estimates-
for-the-uk-and-regions-2024-statistical-
release
https://ustr.gov/trade-agreements/free-
trade-agreements/trans-pacific-
partnership/tpp-chapter-chapter-
negotiating-8
https://ised-isde.canada.ca/site/sme-
research-statistics/en/key-small-
business-statistics/key-small-business-
statistics-2024
https://sacci.org.za/small-business-
growth-index/
https://smoothpay.paysauce.com/inves
tor/
New customer
joins PaySauce
Customer
Acquisition (CAC)
$584 per customer
700k
~
100k
~
Micro-
businesses
~
1.2m
SMEs
5
~
2.7m
SMEs
4
~
1.1m
SMEs
2
~
18m
SMEs
3
Existing presence
Future market opportunity
Regulatory changes in
Australia
6
and the UK
7
are adding further
complexity to SMEs
payroll obligations,
representing the
potential catalyst to
successfully take the
PaySaucesolution
even further afield
Micro-
businesses
PaySauce is already Payday super compliant in Australia, and our pilot
customers are processing payroll with this capability now

Priced for small businesses
New Zealand pricing reflects “processing fees” and excludes the interest income to be earned on customer
funds held, which is unable to be earned in Australia
21
No Contracts or
Cancellation Fees
Free Onboarding
and Training
Mobile App for
Employers and
Employees
Unlimited Pay
Runs
Compliant Payroll
Calculations
Standard
Payslips
Standard Payroll
Reports
IRD Payday
Reporting
Online Support
Phone Support
Automated
Banking
Automated
IRD Payments
PayNow
Integrations
Custom Job
Costings
RostersBranded
Payslips
Mobile
Timesheets
Standard:
NZ$42 base fee + $5.25 per employee
(+ GST) per month
Available features
Premium:
NZ$63 base fee + $6.25 per employee
(+ GST) per month
Available features
Australia:
Targeting ARPU of up to A$85 per
customer per month
Simple, two-tier processing fee model with scope for future
ARPU growth as PaySauce expands its customer base globally

FY26 Interim Highlights
ARR
Total LTV
Up +20% YoY
EBTDA
Up +$231k YoY
Net Profit before Tax
Up +$154k YoY
With over 8.5k active customers in New Zealand, PaySauce is gearing up for an
Australian launch to further accelerate growth
All figures are in New Zealand dollars unless specified otherwise.
# Active Customers are those that have processed payments in the month.
Up +6% YoY
+35% CAGR
since Apr 2020
$9.2m$60.5m$779k$302k
22
For the six-months to SeptemberFor the six-months to September

Asantha Wijeyeratne
Executive Director, CEO and Co-Founder
Major shareholder (~24%)
We are extremely proud of the business we have built in New Zealand and the traction we have
achieved to date, including our most recent HY26 results where we delivered a +15% YoY increase in
Processing Fees.
PaySauce’sNew Zealand business has grown ARR at +35% CAGR since April 2020 and continues to
deliver sustained growth and cash generation. We have tirelessly reinvested into developing a
best-in-class global payroll platform that is ready to deploy internationally.
Our Australia launch is currently underway and represents an exciting first international step with
our Global Payroll Platform, with 700k micro-businesses that we believe are underserved. My
intention is to relocate to Australia in the first half of 2026 to spearhead market development and
growth. Every 1,000 new customers translates into approximately $1 million of ARR to PaySauce.
We are undertaking a growth equity capital raise to capitalise on this opportunity and accelerate
profitable growth.
“
”

CAPITAL
RAISING
OVERVIEW

Raising capital to support accelerated growth
The capital raised will further strengthen our balance sheet, providing the flexibility to accelerate our strategy of
sustainable, profitable growthwhile maximising long-term shareholder value
Funds raised will be used to:
●Accelerate growth in Australia, supporting sales, marketing and customer support investment as well as ongoing
development costs as we scale in a large, underserved market with compelling long-term potential
●Potentially pursue small complementary bolt-on acquisitionsto further expand our customer base and proposition
●Maintain a prudent cash buffer for balance sheet management and working capital purposes as we pursue growth
The Capital Raising is also intended to assist with further broadening our investor base and share liquidity
PaySaucewill focus on accelerating profitable growth as it scales offshore
25

Offer size and
structure
●$4.0 million capital raising, comprising
○$3.0 million Placement
○$1.0 million Share Purchase Plan (SPP)
Placement Offer
Price
●The Placement Offer Price will be $0.26 per share
●The Placement Offer Price represents a discount of:
○7.1% to the last close of $0.28 per share on Friday, 12 December 2025
○12.1% to the 30-day VWAP of $0.296 per share starting on Friday, 31 October 2025
SPP details
●PaySauce is offering an SPP of newly issued ordinary shares (with the ability to scale or accept over
subscriptions at the Board's discretion) up to a maximum of $50,000 per applicant
●The SPP will be available to existing shareholders and non-shareholders. However, in the case of scaling
existing shareholders will have priority
●The SPP will be priced at the Placement Offer Price
Ranking
●The new shares to be issued under both the Placement and SPP will on allotment rank equally in all
respects with PaySauce’sexisting ordinary shares
Financial
advisers
●Cameron Partners Limited is acting as lead manager for the Offer
●Neither the Placement nor the SPP are underwritten
Offer details
26
All figures are in New Zealand dollars unless specified otherwise
PaySauce and Cameron Partners reserve the right to vary the size of the placement based on size, quality and price level of investor demand.

Placement
Placement conducted under trading haltMonday, 15 December 2025
Announce completion of placement and trading halt lifted on NZXWednesday, 17 December2025
Settlement, allotment and trading of placement shares on NZX commenceFriday, 19 December 2025
SPP
Record dateMonday, 15 December 2025
SPP opens and documentation sent to eligible shareholdersWednesday, 17 December 2025
SPP closes5pm, Friday 23 January 2026
SPP settlement, shares allotted and commencement of tradingFriday, 30 January 2026
Timetable
Dates are subject to change at the discretion of PaySauce
27

APPENDIX

Current shareholders
29
Shareholder
Shares
outstanding
Shares
outstanding
(%)
Legacy
employee
share
schemes
1
Restricted
shares
Fully diluted
shareholding
Fully diluted
shareholding
(%)
1Asantha Wijeyeratne35,812,74024.77%--35,812,74024.36%
2Perpetual Trust Barnes Family21,466,66714.85%--21,466,66714.60%
3Troy Tarrant16,354,82611.31%--16,354,82611.13%
4AdminisCustodial Nominees7,058,7524.88%--7,058,7524.80%
5Accident Compensation Corporation 4,067,7532.81%--4,067,7532.77%
6David Stewart & Adrienne Stewart4,000,0002.77%--4,000,0002.72%
7Charlotte Lockhart3,211,1832.22%--3,211,1832.18%
8Ian Frame & Pamela Frame2,652,7651.83%--2,652,7651.80%
9Gavin Thompson2,276,9781.57%--2,276,9781.55%
10Robert Woodward2,120,0001.47%--2,120,0001.44%
Chris Ridd---1,500,0001,500,0001.02%
Legacy employee share schemes--921,942-921,9420.63%
Other shareholders45,549,08131.51%--45,549,08130.99%
Total144,570,745100.00%921,9421,500,000146,992,687100.00%
Source: NZX
1. Shares issued but not paid up from legacy employee share schemes
Unquoted Restricted Share Units (RSUs): On 5 November
2025, PaySauce announced the appointment of Chris Ridd as
Executive Director for its Australian operations and issued
1,500,000 RSUs as non-cash consideration for agreeing to
provide services to PaySauce under a Contract for Services
Exercise: On the vesting and conversion of the RSUs, PaySauce
will issue one Share in PaySauce for every one RSU that vests
Exercise Price: The exercise price for an RSU is nil
Ranking: Any Shares issued on the exercise of the RSUs will
rank equally with all other Shares on issue
Vesting and Conversion Dates: 46,975 RSUs vest each month
for which Chris Ridd provides services to PaySauce
187,500 RSUs will vest annually for each year Chris Ridd
provides services to PaySauce
Conditions: The 187,500 RSUs to vest annually are subject to
performance hurdles as set out in Chris Ridd’s individual letter
of invitation

Key risks
Although PaySauce has mitigating strategies and steps in place for potential risks, this section sets out some of the key risks that PaySauce has identified. Like any
investment, there are risks associated with an investment in PaySauce. This section does not (and does not purport to) identify all ofthe risks related to the capital raise, the
future operating and financial performance of PaySauce, an investment in PaySauce, or general market, industry, regulatory orlegal risks applying to PaySauce or any of its
subsidiaries. Some risks may be unknown and other risks, that are currently considered to be immaterial, could turn out to bematerial.
Before deciding whether to invest in PaySauce, you must make your own assessment of the risks associated with the investment andconsider whether such an investment
is suitable for you, having regard to publicly available information (including previous NZX disclosure, including the most recent Annual Report), your circumstances, and
following consultation with your financial adviser and other professional advisers.
PaySauce considers the most significant risks associated with PaySauce and its products include:
●Regulatory complexity: PaySauce products are designed to comply with current laws and regulations in New Zealand and Australia. Changes in wage laws, tax
settings, and compliance standards will arise from time to time and are currently proposed in both New Zealand and Australia.PaySauce must continue to develop its
product suite to comply with such changes. If such laws, settings, or standards are simplified this may reduce PaySauce’s marketdifferentiation and favour larger
incumbent competitors with broad bundling tactics.
●Cybersecurity and data protection: PaySauce’s products and services involve the storage and handling of information, including personal and organisational
information. There is a risk that security breaches could result in a temporary inability to access the product’s features orinvolve potential enforcement action and
monetary fines from authorities, litigation by customers and potential indemnity obligations.
●Offshore execution: PaySauce is seeking to expand into the Australian market. There is a risk that PaySauce’s expansion strategy is not implemented effectively or
otherwise does not produce the forecasted revenue benefits. PaySauce’s performance is dependent on the efficient allocation of capital into initiatives that generate
positive returns. An unsuccessful expansion may result in the partial or complete write-off of the capital invested and cap PaySauce’s customer base.
●Competitive intensity: PaySauce faces significant competition from larger payroll incumbents and accounting suites. Bundling and brand tactics from larger
competitors could erode PaySauce’s pricing power and market niche, both in Australia and New Zealand.
●Sector expansion: A large proportion of PaySauce’s customers operate in the agriculture sector. If PaySauce fails to successfully diversify itscustomer base, it risks
capping its total addressable market and remaining vulnerable to sector specific downturns.
●Loss of ‘float’ income: PaySauce generates revenue, in part, by earning interest income on New Zealand customer funds held temporarily (the float). The interest
income earned on the float fluctuates with movements in wholesale interest rates. The opportunity to earn interest income in this way is not available in Australia, and
there is a risk that legislative or regulatory change may reduce or remove PaySauce’sability to earn this in New Zealand.
●SME macro exposure: PaySauce’s product suite is purpose built for micro-businesses. This leaves PaySauce exposed to economic fragility among micro-businesses, as
cycles or weak confidence impact spending. If this occurs, PaySauce may face decreased revenue generation and lose access to a significant portion of its target
addressable market.
30

Foreign selling restrictions
International Offer Restrictions
This document does not constitute an offer of new ordinary shares (New Shares) of PaySauce Limited (PaySauce) in any
jurisdiction in which it would be unlawful. This presentation may not be distributed to any person, and New Shares, may
not be offered or sold in any country outside New Zealand, except to the extent permitted below.
Any failure to comply with such restriction may violate applicable securities laws. PaySauce, any person named in this
presentation or any of their affiliates do not accept, and shall have no, liability to any person in relation to the distribution or
possession of this presentation in any jurisdiction outside New Zealand.
Not for distribution in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell,
or the solicitation of an offer to buy, any securities in the United States. The New Shares have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (U.S Securities Act), or the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person
acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to,
registration under the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United
States.
31

Foreign selling restrictions
Australia
This presentation and the offer of New Shares under the Offer is being made in Australia only to persons who are a
‘wholesale client’ for the purposes of section 761G of the Corporations Act 2001 (Cth) (Corporations Act) who are also either,
a ‘sophisticated investor’ within the meaning of section 708(8) of the Corporations Act or a ‘professional investor’ within the
meaning of section 708(11) of the Corporations Act, and to whom the Offer can be made without a disclosure document
being required under Chapter 6D of the Corporations Act.
This presentation is not a prospectus, Product Disclosure Statement or any other disclosure document for the purposes of
Australian law or the Corporations Act and is not required to, and does not, contain all the information which would be
required to be included in a prospectus or other disclosure document under Australian law or the Corporations Act. This
presentation contains references to dollar amounts which are not Australian dollars, may contain financial information
which is not prepared in accordance with Australian law or practices, does not address risks associated with investment in
foreign currency denominated investments or other risks that may apply to Australian investors and does not address
Australian tax issues. PaySauce is a company which is incorporated in New Zealand and the relationship between it and
investors will be largely governed by New Zealand law.
This presentation and the Offer booklet has not been, and will not be, lodged or registered with the Australian Securities
and Investments Commission or the Australian Securities Exchange and PaySauceis not subject to the continuous
disclosure requirements that apply in Australia.
Prospective Investors should not construe anything in this presentation as legal, business, or tax advice nor as financial
product advice for the purposes of Chapter 7 of the Corporations Act. Australian investors should seek independent,
professional advice from their financial adviser, legal adviser or taxation adviser in relation to the Offer.
32

Glossary of key terms
33
TermDefinition
A$Australian dollars
APIApplication programming interface
ARPUAverage revenue per user
ARRAnnual recurring revenue
ATOAustralian Tax Office
AUAustralia
CACCustomer acquisition cost
CAGRCompound annual growth rate
CTSCost to serve
DSPDigital service provider
FloatNew Zealand customer funds held temporarily
FWAFair Work Act
GSTGoods and services tax
LTVCustomer lifetime value
NPSNet Promoter Score, a measure of customer advocacy
NZ$New Zealand dollars
NZNew Zealand
TermDefinition
OECDOrganisation for Economic Co-operation and Development
PAYEPay as you earn
PAYGPay as you go
PaySaucePaySauceLimited
QoQQuarter-on-quarter
RSUsUnquoted restricted share units
SharesOrdinary shares in PaySauceLimited
SMESmall to medium enterprise
SPPShare purchase plan
STPSingle Touch Payroll
STP 2Single Touch Payroll Phase 2
VWAPVolume-weighted average price
YoYYear-on-year

---

Important Information – notice of sale of your
PaySauce shares

We are getting in touch about your current shareholding in PaySauce Limited
(PaySauce).

At the moment, you hold less than 1,786 ordinary shares in PaySauce (Shares),
which means you have less than a ‘minimum holding’. PaySauce’s Board has
resolved to set a minimum holding as being $500 of Shares (Minimum Holding).

The Board has decided to operate a scheme that will enable all shareholdings
below a Minimum Holding to be sold. If you still hold less than 1,786 Shares at 5pm
(NZT) on 15 March 2026, PaySauce will arrange for your Shares to be sold, and the
proceeds paid to you.

Please read the information below about why PaySauce has decided to
implement this scheme and what options are available to you.

Why?

This scheme provides a hassle-free opportunity for small shareholders to sell their
Shares, while also providing a clear pathway for those who wish to retain their
shareholding in PaySauce.

PaySauce has a significant amount of small shareholders and is concerned about
the ongoing cost of maintaining a large number of small holdings on its share
register. PaySauce also understands that holdings below a Minimum Holding are
difficult to sell. Such parcels are not marketable and, even if they were, the
brokerage fees are disproportionately high to the value of such a shareholding.

Option 1: Increase your shareholding before 15 March 2026

You may choose to increase your holding to, or above, 1,786 Shares by purchasing
additional Shares before 15 March 2026. If you would like to purchase more shares,
PaySauce is providing you with a brokerage-free opportunity to do so, via its Share
Purchase Plan which opens on Wednesday 17 December 2025 (SPP).

Please review the market announcement, and the SPP Booklet attached to it, for
more information on how to participate in the SPP. The minimum amount of
Shares you can apply for under the SPP is $500. The SPP will close at 5pm, Friday
23 January 2026. The market announcement will contain a link to the SPP website.

You can also purchase more Shares outside the SPP. However, applicable
brokerage charges will apply. If you would like to purchase more Shares, you can
do so via your broker or share trading platform.

The purchase of additional Shares must be settled by 15 March 2026 and be
registered under the same holding as your existing Shares.

Option 2: Do nothing and PaySauce will arrange for the sale of your Shares

If you do not take any action by 5pm (NZT), 15 March 2026, PaySauce will arrange
for the sale of your Shares.

You will receive the proceeds from the sale of your Shares as soon as possible after
the sale has completed. The price you receive will be the sale price of the Shares at
the time of the sale, less reasonable sale expenses and any amount owing to
PaySauce in respect of your Shares (if any). Any tax consequences that arise from
the sale of your Shares will be your responsibility.

The proceeds from the sale of your Shares will be deposited into the bank account
which PaySauce’s share registrar, MUFG Pension & Market Services, has on record
for you. Please ensure these details are up to date. If you need to, you can update
your bank account online by visiting MUFG’s investor centre at https://www.mufg-
investorservices.com.

Option 3: Transfer your Shares to Sharesies before 15 March 2026

If you would like to continue being a small shareholder in PaySauce, you can
transfer your Shares to the Sharesies platform. Because all Shares held via
Sharesies are pooled and held in a single custodial account on PaySauce’s share
register, Sharesies shareholdings are unaffected by this Minimum Holding
requirement.

If you are not a Sharesies investor, you can sign up at https://app.sharesies.com. If
you are already a Sharesies investor, log in to your Sharesies account and request a
transfer of your Shares by going to ‘Investments’, then selecting ‘Manage’, and
selecting ‘Transfer Shares’. You will need your CSN and FIN details.

Additional information

If you have any questions about this scheme, please get in touch with MUFG
Pension & Market Services in one of the following ways:

Website: https://www.mufg-investorservices.com

Email: applications.nz@cm.mpms.mufg.com

Phone Number: +64 9 375 5998