Openpay : Share Purchase Plan

For personal use only

SHARE PURCHASE PLAN

OFFER BOOKLET

Openpay Group Ltd

ACN 637 148 200

You should read this Booklet in full

This Booklet contains important information. This Booklet offers Eligible Shareholders the opportunity to apply to purchase up to $30,000 worth of SPP Shares without paying brokerage or other transaction costs. Details of the SPP Offer and how to participate are set out in this Booklet. Applications for SPP Shares under the SPP must be received by 5:00pm (AEST time), Monday, 11 July 2022. You should read this Booklet in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in the Company or about the impact of the transactions described in this Booklet. If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact the Registry on 1300 288 664 (callers within Australia) or [phone] (callers outside Australia).

This Booklet does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

These materials do not constitute an offer of securities in any place outside Australia or New Zealand. In particular, these materials do not constitute an offer to sell, or a solicitation of an offer to buy, any SPP Shares (as defined below) in the United States or in any jurisdiction in which such an offer would be illegal. SPP Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or amended from time to time (Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the SPP Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States.

You must not send copies of this document or any other material relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand.

LETTER FROM THE CHAIRMAN

only26 May 2022 Dear Shareholder

On behalf of the Directors of Openpay Group Ltd (Company), I am pleased to offer you the opportunity to participate in the share purchase plan (SPP) which was announced on 23 May 2022. The SPP allows Eligible Shareholders in the Company the opportunity to each subscribe for up to $30,000 worth of new, fully paid ordinary shares in the Company (subject to scale back) (SPP Shares), without incurring brokerage or other transaction costs, on the terms set out in this Booklet (SPP Offer). The Company

useintends to raise up to $2.0 million. The issue of SPP Shares is subject to shareholder approval, proposed to be sought at an extraordinary general meeting of Shareholders in July 2022. The SPP is not underwritten.

The SPP is part of a wider capital raising being undertaken by the Company. As announced on 23 May 2022, the Company received binding commitments to raise approximately $18.25 million (before costs) via a two-tranche placement to eligible institutional, sophisticated and professional investors (Placement). The first tranche of the Placement is anticipated to complete on 30 May 2022 and the second tranche is anticipated to complete on 15 July 2022, subject to shareholder approval.

Proceeds of the Placement and the SPP will be used for the following purposes:

• acquisition of new merchants at scale in ANZ;
• acquisition of new customers at scale and increasing customer retention in ANZ;
• platform and technology enhancements;
• contribution to rapidly growing receivables book in ANZ; and
• working capital in a rapid growth business and facility repayment.

personalSPP Offer Details

The SPP provides you with the opportunity to increase your holding of fully paid ordinary shares in the Company at the same issue price paid by investors under the Placement, being $0.24 per SPP Share (Issue Price).

You may apply for a parcel of SPP Shares valued at $1,000, $2,000, $5,000 and thereafter in $5,000 increments up to a maximum of $30,000 (in aggregate) at the Issue Price.

Participation in the SPP is optional and open to Eligible Shareholders, being registered holders of fully paid ordinary shares in the Company at 7:00pm (AEST) on Friday, 20 May 2022 (Record Date) and whose address on the Register is in Australia or New Zealand and who meet certain other conditions as set out in Forthe Terms and Conditions. The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this Booklet. Your right to participate in the SPP is not transferable. All SPP Shares will rank equally with

existing Shares in the Company.

The terms and conditions of the SPP and your personalised Application Form are provided in this Booklet.

The Company has determined to raise up to $2.0 million through the SPP. In the event that Applications for more than $2.0 million are received, the Company will conduct a scale back of Applications. The scale back may be applied to the extent and in the manner the Company sees fit, which may include taking into account a number of factors, such as size of an applicant's shareholding at the Record Date, the extent to which the applicant has sold or purchased Shares since the Record Date, whether the applicant has multiple registered holdings, the date on which the Application was made and the total Applications

Openpay Group Ltd	SPP Offer Booklet	Page 1 of 20
ACN 637 148 200

complete and return your personalised Application Form, together with payment; or

make a payment directly via BPAY or EFT (you do not need to return an Application Form under this option).

received from Eligible Shareholders. Therefore, you may receive less than the parcel of SPP Shares for which you have applied. Should this happen, the balance of any application money that is not applied to acquire SPP Shares will be refunded to you, without interest.

onlyI urge you to read these materials in their entirety and seek your own financial, taxation and other professional advice in relation to the SPP, before you decide whether to participate.

The SPP opens on 26 May 2022 and is expected to close at 5.00pm (AEST) on 11 July 2022. To apply for SPP Shares, you must either:

•

•

useIf you have any questions in relation to how to participate in the SPP, please contact the Registry on 1300 288 664 (callers within Australia) or [phone] (callers outside Australia) or consult your financial or other professional adviser.

On behalf of the Board of the Company, thank you for your ongoing support. Yours sincerely

personalMr Patrick Tuttle

Chairman Openpay Group Ltd

For

Openpay Group Ltd	SPP Offer Booklet	Page 2 of 20
ACN 637 148 200

1	IMPORTANT INFORMATION
This Booklet does not provide financial advice and has been prepared without taking account of any
only

person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

The offer of SPP Shares under the SPP is made in accordance with the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument) which grants relief from the requirement to issue a disclosure document for the SPP. In addition, the SPP Shares are not being offered or sold to the public within New Zealand other than to existing shareholders with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct Act

use2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

Participation in the SPP is optional and open to Shareholders who are holders on the Record Date of Shares and whose registered address is in Australia or New Zealand. For New Zealand Shareholders, you must still be a Shareholder at the Record Date of the SPP Offer, that is Friday, 20 May 2022.

This Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This Booklet is not an investment statement, product disclosure statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement, product

disclosure statement or prospectus under New Zealand law is required to contain.

personalThe laws of some countries prohibit or make impracticable participation in the SPP by Shareholders not resident in Australia or New Zealand. Accordingly, the Company has determined that it is not practical for

Shareholders who are not resident in Australia or New Zealand to participate in the SPP. The SPP does ot constitute an offer of Shares for sale in any jurisdiction other than Australia or New Zealand.

You are not eligible to participate in the SPP if you are in the United States or are acting for the account r benefit of a person in the United States. If you are acting for the account or benefit of a person in the United States, you are not permitted to apply for or acquire SPP Shares for, or for the account or benefit

of, that person. For

Openpay Group Ltd	SPP Offer Booklet	Page 3 of 20
ACN 637 148 200

2 KEY DATES FOR THE SPP*

Record Date onlyAnnouncement of SPP Offer

Opening Date

Closing Date

Extraordinary General Meeting

useAnnouncement of the number of SPP Shares to be issued under the SPP Offer

Issue of SPP Shares

Dispatch of shareholding statements SPP Shares commence trading on ASX

7:00 p.m. (AEST) on 20 May 2022 23 May 2022

26 May 2022

5.00 p.m. (AEST) on 11 July 2022 12 July 2022

15 July 2022

15 July 2022

18 July 2022

18 July 2022

personal* Please note, the dates set out above are indicative only and are subject to change without notice to you. Any change in the timetable does not ffect any rights or obligations you have as a result of accepting the SPP. This also assumes that shareholder approval for the issue of SPP

Shares is obtained. For

Openpay Group Ltd	SPP Offer Booklet	Page 4 of 20
ACN 637 148 200