Zip : Becoming a substantial holder from SZL

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

use only

ToCompany Name/Scheme	ZIP CO LIMITED
ACN/ARSN	139 546 428
1. Details of substantial holder (1)
Name	SEZZLE INC. (AND ITS RELATED BODIES CORPORATE, SEE APPENDIX A)and
CHARLIE YOUAKIM
ACN/ARSN (if applicable)	(ARBN)633 327 358

The holder became a substantial holder on 28/02/2022

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORDINARY	72,158,471	72,158,471	12.25%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest

Nature of relevant interest (7)

Class and number of securities

For personal

SEZZLE INC.

CHARLIE YOUAKIM

Relevant interest under sections 608(1)(b) and (c) and 608(8)of the Corporations Act 2001 (Cth).

Please see the Support Agreement attached at Annexure B.

Relevant interest under sections 608(1)(b) and (c) and 608(8)of the Corporations Act 2001 (Cth).

Please see the Support Agreement attached at Annexure C.

Relevant interest under sections 608(3)(a) and (b) of the Corporations Act 2001 (Cth) with respect to securities in which Sezzle Inc. has a relevant interest.

54,557,689 fully paid ordinary securities

17,600,782 fully paid ordinary securities

72,158,471 fully paid ordinary securities

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number of securities
interest	securities	registered as holder (8)
	Mr Larry Diamond,
SEZZLE INC. &	Mrs Ashlyn Diamond,		54,557,689 fully paid
Charlie Youakim	Diamond Venture		ordinary securities
	Holdings Pty Ltd

For personal use only

	,
	ZIP Co Employee
	Share a/c CPU Share
	Plans Pty Ltd
	Peter Gray, Zip Co
SEZZLE INC. &	Employee Share a/c		17,600,782 fully paid
Charlie Youakim	CPU Share Plans Pty		ordinary securities
	Ltd

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant	Date of acquisition	Consideration (9)		Class and number of securities
interest
		Cash	Non-cash
				Pursuant
SEZZLE INC. &	28/02/2022			to	54,557,689 fully paid
Charlie Youakim			Support	ordinary securities
				Agreement
				Pursuant
SEZZLE INC. &	28/02/2022			to	17,600,782 fully paid
Charlie Youakim			Support	ordinary securities
				Agreement

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

	Name and ACN/ARSN (if applicable)	Nature of association
	See Annexure A	See Annexure A
7. Addresses
The addresses of persons named in this form are as follows:
	Name	Address
	See Annexure A	See Anexxure A
	Charlie Youakim	19 Golf View Drive, Dorado, Puerto Rico 00646

Signature

print name	Charlie Youakim	capacity	Executive Chairman and CEO
sign here
	date	28/02/2022

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
2. See the definition of "associate" in section 9 of the Corporations Act 2001.
3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
4. The voting shares of a company constitute one class unless divided into separate classes.

1. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
2. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
3. Include details of:

For personal use only

1. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
2. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

1. If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".
2. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

For personal use only

ANNEXURE A

Name	Address
Sezzle Inc. (ARBN 633 327 358)	251 N 1st Avenue N, Suite 200
	Minneapolis, MN 55401, USA
	Suite 6.02, Level 6, 28 O'Connell Street
	Sydney, NSW 2000
Subsidiaries of Sezzle Inc. :
Sezzle Canada Corp.	900-1959 Upper Water Street,
	Halifax, NS Canada B3J 3N2
Sezzle Funding SPE, LLC	251 N 1st Avenue North, Suite 200,
	Minneapolis, MN 55401, USA
Sezzle Funding SPE II, LLC	251 N 1st Avenue North, Suite 200,
	Minneapolis, MN 55401, USA
Sezzle Funding SPE II Parent, LLC	251 N 1st Avenue North, Suite 200,
	Minneapolis, MN 55401, USA
Sezzle Holdings I, Inc.	251 N 1st Avenue North, Suite 200,
	Minneapolis, MN 55401, USA
Sezzle Holdings II, Inc.	251 N 1st Avenue North, Suite 200,
	Minneapolis, MN 55401, USA
Sezzle Holdings III, B.V	Vijzelstraat 68,
	1017 HL Amsterdam
Sezzle Holdings IV, Inc.	251 N 1st Avenue North, Suite 200,
	Minneapolis, MN 55401, USA
Sezzle Payments Private Limited	175 and 176 Dollars Colony,
	Phase 4, JP Nagar, Bannerghatta Main
	Road, BENGALURU, Bangalore,
	Karnataka, India, 560076
Sezzle FinTech Private Limited	175 and 176 Dollars Colony,
	Phase 4, JP Nagar, Bannerghatta Main
	Road, BENGALURU, Bangalore,
	Karnataka, India, 560076
Sezzle Germany GmbH	Paul-Robeson-Straße 16,
	10439 Berlin, Germany
Sezzle Lithuania UAB	Lvovo g. 25-104,
	LT-09320 Vilnius, Lithuania
Sezzle Brasil Ltda.	AV Tancredo Neves No. 620 Mundo
	Plaza, Sala 3305 Caminho das árvores,
	41820-020 Salvador, Bahia, Brazil

This is the annexure of 1 page marked 'A' referred to in the Form 603, Notice of initial substantial holder signed by me and dated 28 February 2022.

Charlie Youakim

Executive Chairman and

CEO

Sezzle Inc.

017-8504-5393/3/AUSTRALIA Firm Confidential

For personal use only

Annexure B

This is the annexure of 16 pages marked 'B' referred to in the Form 603, Notice of initial substantial holder signed by me and dated 28 February 2022.

See over page for copy of the Support Agreement referred to in Form 603.

Charlie Youakim

Executive Chairman and

CEO

Sezzle Inc.

017-8504-5393/3/AUSTRALIA Firm Confidential