Capital Change Notice - Share Purchase Plan

Capital Change Notice

Updated as at February 2025


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 5,862,087
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) Fully paid
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

3.70%
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 in accordance
with the settlement of PYS’s share
purchase plan (SPP) and placement to
new investors (Placement) components
of the capital raise announced to the
market on 15 December 2025. 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.
164,420,453
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
NZX Listing Rule 4.3.1(c): 3,846,153


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

pursuant to which the issue, acquisition, or
redemption is made
Listing Rule 4.5.1: 2,015,934

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
30/01/2026
Section 3: Disclosure required for Placements 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 sought applications broadly from
eligible retail investors residing in New
Zealand, with key objectives of the offer
being to broaden PYS’s share register and
promote liquidity in its shares.

PYS preserved the interests of existing
shareholders by granting their applications
priority in the event of scaling. Had further
scaling been required, applications
between existing shareholders would have
been scaled by reference to their holdings
as at the Record Date.
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
Contact phone number +64 22 5246 366
Contact email address jaime@paysauce.com
Date of release through MAP

30/01/2026




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).