Capital Change Notice - Placement

Capital Change Notice

Updated as at February 2025


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer PaySauce Limited
NZX ticker code PYS
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZMADE0001S4
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 13,514,767 Ordinary Shares
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.26
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) $ N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

9.35%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of ordinary shares under the
placement announced on 15 December
2025 to fund PaySauce’s expansion into
the Australian market (Placement).
Authorised for issue by resolution of the
PYS Board of Directors dated 14
December 2025.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
158,085,512
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Listing Rule 4.5.1 and resolution of the
PYS Board of Directors dated 14
December 2025.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of ordinary shares which rank
equally with all other fully paid ordinary
shares in PYS.
Date of issue/acquisition/redemption
2
19/12/2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
PYS invited certain existing shareholders
and new investors to participate in the
Placement, together with other institutional
investors in New Zealand and Australia.

PYS’ allocation objectives under the
Placement were primarily to:

•
use best efforts to allocate all existing
institutional shareholders a minimum of
their pro-rata equivalent of the
Placement or any lower amount bid for;

•
following allocations in accordance
with the above, allocate taking into
consideration the potential for new
investors to be long term and
supportive shareholders, their level of
support for the Placement (including
size and timeliness of demand) with a
key objective of the placement being to
promote liquidity in PYS’s shares and
introduce quality new institutional
shareholders;

•
offer eligible retail shareholders the
chance to subscribe for further shares
via a share purchase plan to maintain
their proportionate shareholding
following the Placement.

Final allocation decisions were made by
PYS together with Cameron Partners in
their capacity as financial adviser to PYS
for the Placement.
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Jaime Monaghan
Contact person for this announcement Jaime Monaghan

2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

Capital Change Notice

Updated as at February 2025

Contact phone number +64 22 5246 366
Contact email address jaime@paysauce.com
Date of release through MAP

19/12/2025