Slide 1: Acquisition of Paymark and Equity Raise
Acquisition of Paymark and Equity Raise Moving Payments Forward. Together. 14 April 2026 Cuscal Limited. ASX: CCL 1
Slide 2: Agenda
01 Acquisition overview 02 Acquisition highlights and strategic rationale 03 Equity raise overview 04 Summary of key terms and timeline to completion 05 Annexures A. B. C. Important Notice and Key Risk Factors Summary of Placement Agreement Foreign Selling Restrictions Agenda D. Pro Forma Statutory
Slide 3: Paymark acquisition overview
Paymark acquisition overview Acquisition of core payments infrastructure to materially expand Cuscal’s position in New Zealand ▪ Cuscal Limited (Cuscal) has entered into an exclusive arrangement with Retail International Holding S.A.S. (Worldline) to acquire 100% of the issued share capital and asso
Slide 4: Acquisition highlights and strategic rationale
Acquisition highlights and strategic rationale Paymark provides an attractive platform for Cuscal to achieve immediate scale in New Zealand while supporting the long-term growth profile of Cuscal New Zealand is on-strategy and Paymark is an established business with material market presence in key 1
Slide 5: The Paymark New Zealand business at-a-glance
1 The Paymark New Zealand business at-a-glance An established, standalone business providing payments infrastructure very similar to Cuscal’s Acquiring capability 35+ years 1.5+ billion Bank of New Zealand became the first bank 1984 to introduce the EFTPOS system in New Zealand of innovation, inc. o
Slide 6: New Zealand is an attractive payments market
1 New Zealand is an attractive payments market New Zealand is on strategy with a familiar ecosystem and attractive market trends Closely aligned market with familiar Supportive market trends payments ecosystem Adjacent complementary market aligned to Australia Shift in consumer spending away from ca
Slide 7: Paymark is the right opportunity for Cuscal to acquire immediate NZ scale
1 Paymark is the right opportunity for Cuscal to acquire immediate NZ scale Cuscal is a logical owner of Paymark in the immediate and long-term Right Opportunity Right Owner Right Strategy Long-term stewardship, Scales existing NZ presence Natural, independent owner focused on continuity Important s
Slide 8: Product value proposition
2 Product value proposition Comprehensive Acquiring offering across in-store, online and digital, with new innovative products in the pipeline Medium-term pipeline Transaction switching Online eftpos Insights Contactless • Transaction processing • Enables secure payments • Analytical tool that provi
Slide 9: Longstanding client base including New Zealand's largest institutions
3 Longstanding client base including New Zealand’s largest institutions Extensive portfolio of blue-chip enterprises across diversified sectors Services ~40 issuers and Relationships with key Master service agreements with acquirers across both in-store enterprises across all sectors all major acqui
Slide 10: Near-term financial impact to Cuscal
4 Near-term financial impact to Cuscal Paymark’s financial profile is expected to deliver attractive return metrics as a standalone asset Paymark adds further scale to Cuscal’s operations… …and is EPS Accretive in FY27E LTM Dec-25 Pro Forma financial metrics(1) Financial impact underpinned by establ
Slide 11: Paymark's long-term growth is enabled by technology uplift
4 Paymark’s long-term growth is enabled by technology uplift Migration to a contemporary switch is underway and is expected to be fully funded by Paymark’s financial performance Switch upgrade required by technology lifecycle… …positioning Paymark for long-term growth Operational Novation of contrac
Slide 12: Paymark will continue operating as a largely standalone entity
5 Paymark will continue operating as a largely standalone entity Limited integration complexity ensures continued focus on the switch investment program Future operating model requires limited separation work Already largely Minimal Worldline Low integration Stable standalone reliance(1) requirement
Slide 13: Equity raise overview
Equity raise overview Equity raise facilitates the Paymark transaction while maintaining target CET1 ratio going forward Offer structure • Fully underwritten institutional placement (Placement) to raise A$30 million. and size • Non-underwritten share purchase plan (SPP) to raise up to A$3 million. •
Slide 14: Indicative equity raising timetable
Indicative equity raising timetable This equity raise timetable is indicative and subject to market conditions Event Date(1) Record date for SPP (7:00pm) Monday, 13 April 2026 Trading halt, announcement of Acquisition, Placement and SPP Tuesday, 14 April 2026 Placement bookbuild Tuesday, 14 April 20
Slide 15: Sources and uses of funds
Sources and uses of funds The Acquisition is funded through an equity raise and Cuscal will maintain its regulatory capital level within target range Sources A$m Considerations Placement 30.0 ▪ As a regulated ADI, Cuscal must maintain regulatory capital Share Purchase Plan(1) 0.0 ▪ Management have t
Slide 16: Summary of key terms of acquisition arrangements and timeline to completion
Summary of key terms of acquisition arrangements and timeline to completion The transaction is expected to complete by 30 June 2026 Put Option Agreement ▪ Cuscal and Worldline have entered into a Put Option Agreement which provides Worldline with the option to sell its shares in Paymark to Cuscal on
Slide 17: Q&A
Q&A 17
Slide 18: Annexure A Key Risk Factors
Annexure A Key Risk Factors 18
Slide 19: Key risks – introduction
Key risks – introduction This section describes some of the potential risks associated with an investment in Cuscal Limited (Cuscal). An investment in Cuscal is subject to risks specific to Cuscal and its business and is also subject to general risks. There are also risks relating to Cuscal’s acquis
Slide 20: Key risks – acquisition
Key risks – acquisition Risk Summary The Acquisition may be delayed or may Although the parties have entered into a Put Option Agreement in connection with the Acquisition, the exercise of that put option and execution of a binding Sale and not complete Purchase Agreement to implement the Acquisitio
Slide 21: Key risks – acquisition (Cont'd)
Key risks – acquisition (Cont’d) Risk Summary Paymark’s future earnings may not be as Cuscal has undertaken financial and business analysis and has engaged professional advisers to undertake due diligence of Paymark to determine its attractiveness to expected Cuscal and whether to pursue the Acquisi
Slide 22: Key risks – acquisition (Cont'd)
Key risks – acquisition (Cont’d) Risk Summary Cuscal may be unable to attract It is Cuscal’s intention that key Paymark management personnel will remain involved in the business following completion of the Acquisition. These persons have extensive appropriately qualified personnel or industry experi
Slide 23: Key risks – acquisition (Cont'd)
Key risks – acquisition (Cont’d) Risk Summary Risk of delays or higher costs of delivery Paymark has commenced an investment program to upgrade its Switch technology which is expected to complete by FY30E. The investment plan is expected to be fully of upgrade of Paymark’s Switch funded by Paymark o
Slide 24: Key risks – acquisition (Cont'd)
Key risks – acquisition (Cont’d) Risk Summary Underwriting and funding risk Cuscal intends to fund the consideration for the Acquisition, transaction costs and working capital for the combined business in cash through the proceeds of the Equity Raising. Cuscal has entered into an underwriting agreem
Slide 25: Key risks – Cuscal and its businesses
Key risks – Cuscal and its businesses While the risks set out in this section are stated to relate to Cuscal (including each member of the Cuscal group) and its business, investors should consider that certain of these risks will also apply to Paymark and its business, which Cuscal will own followin
Slide 26: Key risks – Cuscal and its businesses (Cont'd)
Key risks – Cuscal and its businesses (Cont’d) Risk Summary Regulatory capital requirements As an ADI, Cuscal is subject to prudential capital and liquidity requirements which may change over time, creating more onerous financial obligations. Factors such as macroeconomic conditions, increases in ca
Slide 27: Key risks – Cuscal and its businesses (Cont'd)
Key risks – Cuscal and its businesses (Cont’d) Risk Summary Failure to retain existing clients and Cuscal's performance is dependent on its ability to attract new clients, retain existing clients and cross-sell products. Although Cuscal generates the majority of its revenue attract new clients throu
Slide 28: Key risks – Cuscal and its businesses (Cont'd)
Key risks – Cuscal and its businesses (Cont’d) Risk Summary Retention of key personnel Cuscal's success relies on its ability to attract and retain qualified and skilled Board members, senior management and key technical staff with specialist skills in payments, technology and financial services. If
Slide 29: Key risks – general investment risks
Key risks – general investment risks Risk Summary Price of Shares Cuscal Shares are traded on ASX, and the price at which they trade could be affected by a range of factors including movements in local and international stock markets, prevailing domestic and international economic conditions, exchan
Slide 30: Annexure B Summary of Placement Agreement
Annexure B Summary of Placement Agreement 30
Slide 31: Summary of Placement Agreement
Summary of Placement Agreement Cuscal has appointed Merrill Lynch Equities (Australia) Limited (Underwriter) to manage and underwrite the Placement pursuant to the terms of a placement agreement entered into between the parties on the date of this presentation (Placement Agreement). Conditions prece
Slide 32: Summary of Placement Agreement (Cont'd)
Summary of Placement Agreement (Cont’d) k) there is an event or occurrence, including any statute, order, rule, regulation, directive or request (including one compliance with which is in accordance with the general practice of persons to whom the directive or request is addressed) of any government
Slide 33: Summary of Placement Agreement (Cont'd)
Summary of Placement Agreement (Cont’d) In relation to those events above marked with an asterisk (*), the Underwriter may not terminate the Placement Agreement unless it has reasonable grounds to believe and does believe that (i) the event has had, or is likely to have, a materially adverse effect
Slide 34: Annexure C Foreign Selling Restrictions
Annexure C Foreign Selling Restrictions 34
Slide 35: International Offer Restrictions
International Offer Restrictions • This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in a
Slide 36: International Offer Restrictions (Cont'd)
International Offer Restrictions (Cont’d) Japan • The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements ap
Slide 37: International Offer Restrictions (Cont'd)
International Offer Restrictions (Cont’d) Switzerland • The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing ma
Slide 38: International Offer Restrictions (Cont'd)
International Offer Restrictions (Cont’d) United States • This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of
Slide 39: Annexure D Pro Forma Statutory Financial Information
Annexure D Pro Forma Statutory Financial Information 39
Slide 40: Pro forma statutory financial information
Pro forma statutory financial information Pro forma revenue, opex, earnings and balance sheet metrics for the LTM period to December 2025 Cuscal(1) Paymark(2) Capital Pro Forma(5) Considerations A$m unless otherwise noted LTM Dec-25 LTM Dec-25 Raise(3)(4) LTM Dec-25 Net Operating Income 305.2 64.7 -
Slide 41: IMPORTANT NOTICE
IMPORTANT NOTICE The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting, accessing or rev
Slide 42: IMPORTANT NOTICE (Cont'd)
IMPORTANT NOTICE (Cont’d) Market and industry data Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. None of Cuscal, its representatives or adviso
Slide 43: IMPORTANT NOTICE (Cont'd)
IMPORTANT NOTICE (Cont’d) Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any pr
Slide 44: IMPORTANT NOTICE (Cont'd)
IMPORTANT NOTICE (Cont’d) Disclaimer To the fullest extent permitted by law, Cuscal, the Underwriter, and each of their respective subsidiaries, affiliates, related bodies corporate and their respective officers, directors, employees, agents and advisors (Extended Parties) make no representation or
Slide 45: IMPORTANT NOTICE (Cont'd)
IMPORTANT NOTICE (Cont’d) The Underwriter and its Extended Parties take no responsibility for any information in this presentation or any action taken by you on the basis of such information. To the maximum extent permitted by law, Cuscal, the Underwriter and their respective Extended Parties exclud