Prophecy International Holdings Ltd · ASX:PRO
Prophecy International — Investor Presentation (August 2025)
40 slides from Prophecy International's investor presentation, Aug 7, 2025
Slide 1: Transformational Merger between Prophecy International and Complexica
Transformational Merger between Prophecy International (ASX:PRO) and Complexica Investor Presentation August 2025 Not for release to US wire services or distribution in the United States 1
Slide 2: Disclaimer
Disclaimer This document dated 7 August 2025 has been prepared by Prophecy International Holdings Limited ACN 079 971 618 (Prophecy or the Company) in relation to its proposed merger with Complexica Pty Ltd ACN 600 987 264 (Complexica) and is provided for information purposes only. For the purposes
Slide 3: Executive Summary
Executive Summary COMPLEXICA © ropuecy
Slide 4: Transformational Merger of Prophecy and Complexica
Transformational Merger of Prophecy and Complexica Prophecy and Complexica to combine to create an ASX-Listed ‘AI pure play’ servicing the complete data to decision workflow Merged Group – to be named Complexica (ASX:CPX)1 Creating an all-encompassing end-to-end data to decision proposition for cust
Slide 5: Merger Strategic Rationale
Merger Strategic Rationale The combination of Prophecy and Complexica is underpinned by compelling strategic rationale 1 Powerful Business Repositioning Refresh Prophecy branding leveraging Complexica AI pedigree 2 Optimised Product Offering Strong complementary and reciprocal product synergies iden
Slide 6: Details of the Proposed Merger
Details of the Proposed Merger • Prophecy International Holdings Ltd (Prophecy) to acquire 100.0% of Complexica Pty Ltd (Complexica) (Proposed Merger) Structure and • In consideration, Prophecy will issue c.45.3 million fully paid ordinary shares (New Shares) to Complexica shareholders (Sellers) upo
Slide 7: Strategic Rationale
Strategic Rationale COMPLEXICA © ropuecy
Slide 8: Strategic Rationale Overview
Strategic Rationale Overview Unique opportunity to combine two leading technology businesses to create MergeCo, an ASX listed ‘AI pure play’ with immediately enhanced scale and exciting growth prospects • Opportunity to refresh historical Prophecy market positioning, leveraging Complexica pedigree i
Slide 9: Powerful Business Repositioning: Built for the AI Era
1. Powerful Business Repositioning: Built for the AI Era Combining Complexica’s AI capabilities and Prophecy’s enterprise applications for optimal market positioning Complexica AI Capability Prophecy Enterprise Applications An ASX-listed AI leader • Over 20 years of technology development, • 40+ yea
Slide 10: Optimised Product Offering
2. Optimised Product Offering Following the Proposed Merger, MergeCo will be positioned as an end-to-end AI and data platform with global reach Revenue Streams and Products Unified Global AI Platform Analytics, Creating an all-encompassing end-to-end data Enterprise Decision Security and Data Integr
Slide 11: Optimised Product Offering (cont.)
2. Optimised Product Offering (cont.) The merger unlocks deep, reciprocal integration and revenue opportunities across both product portfolios Reciprocal Product Synergies Product Synergy Improvement Impact Faster deployment of AI in Reduces sales friction, reliance on external (Backend) (iPaaS) com
Slide 12: Accelerated Organic Growth Opportunities
3. Accelerated Organic Growth Opportunities MergeCo is uniquely positioned to activate near-term organic growth Organic Growth Drivers Strategic Advantage 1 Product Synergies - Upsell and Cross sell opportunity Cross-sell Complexica’s AI capabilities into Prophecy’s customer base – and vice versa –
Slide 13: Immediately Enhanced Scale
4. Immediately Enhanced Scale Synergies and efficiencies of c.$4.0 million p.a. to support MergeCo in driving growth and enhanced scale Synergies and Efficiencies Bridge (A$m) – to be deployed towards growth initiatives Cost reductions ▪ Prophecy reductions include full-year impact of platform C D a
Slide 14: Future M&A Activity
5. Future M&A Activity MergeCo brings together two organisations with complementary M&A capabilities and a shared strategy for disciplined, high-impact expansion - creating a platform for future inorganic growth MergeCo M&A Strategy Build a differentiated enterprise With scale, brand strength, and a
Slide 15: MergeCo Dashboard
MergeCo Dashboard COMPLEXICA © ropuecy
Slide 16: MergeCo Dashboard
MergeCo Dashboard Metrics related to annualised recurring revenue as at 31 March 2025 as a result of the Proposed Merger Overview Customer Sector (Share of ARR) Customer Concentration (Share of ARR) Information Top 3 • Upon Completion of the Proposed Merger, Technology Health & Education 5% customer
Slide 17: Complexica Background
Complexica Background COMPLEXICA © ropuecy
Slide 18: Complexica Background
Complexica Background Complexica is a leading provider of Artificial Intelligence software for supply chain optimisation Complexica Overview FY25 Trading Update1 • Complexica is an award-winning supplier of advanced Artificial Intelligence (AI) decision optimisation technology - Decision Cloud® powe
Slide 19: Complexica Timeline
Complexica Timeline Bootstrapped by the founders for the first 7 years, Complexica has grown into an award-winning leader in AI-enabled supply chain optimisation New customer contract New customer New customer contract and New equity contracts (first major in Metcash / ALM and investors internationa
Slide 20: Decision Cloud Platform
Decision Cloud Platform Decision Cloud’s capability enhanced through emite iPaaS integration Decision Cloud’s capability and enhancement iPaaS Data integration and orchestration (capability provided by Proposed Merger) Complexica’s Decision Cloud® platform leverages AI to Decision Cloud® Decision Cl
Slide 21: Prophecy Background
Prophecy Background 21
Slide 22: Prophecy Background
Prophecy Background A leading provider of innovative business software and SaaS solutions, with global operations and expertise Prophecy Overview Footprint • Prophecy is a leading provider of innovative business software >4,200 client sites | 5 offices | 110+ employees and growing and SaaS solutions
Slide 23: Prophecy Company History
Prophecy Company History Over 40 years of history attracting and retaining blue-chip customers Austrade Export Intersect Basis2 and Joined Team Award Winner – Listed on Alliance (Snare) Promadis Defence Advanced ASX acquired divested Australia (TDA) Technologies 1979 1997 2003 2011 2015 2017 2021 20
Slide 24: Prophecy FY25 Trading Update
Prophecy FY25 Trading Update Strong base of ARR and sales pipeline looking to FY26 Commentary • Revenue and EBITDA are expected to be flat YoY, with the revenue impact of new account wins tempered by sales staff churn in North America • Legacy revenue from eFoundation product contributing c.$0.8m in
Slide 25: Integration Roadmap
Integration Roadmap COMPLEXICA © proruecy
Slide 26: Integration Roadmap
Integration Roadmap Product development and integration are key competencies of the Complexica management team Quarter t-1 t+1 t+2 t+3 t+4 Use case development and workshops Go-to-Market Plan Planning and Preparation AI Model Training Beta Testing (Early Users) Bug Fixes and Optimisation Marketing C
Slide 27: Merger Details
Merger Details COMPLEXICA © ropuecy
Slide 28: Proposed MergeCo Board of Directors
Proposed MergeCo Board of Directors Board of directors to include highly experienced members of both Prophecy and Complexica boards Board of Directors (subject to Completion of the Proposed Merger) Ed Reynolds Grant Miles Leanne Challans Matthew Michalewicz Carlos Gil Chairman Non-Executive Director
Slide 29: Proposed MergeCo Management Team
Proposed MergeCo Management Team Management team to include highly experienced members of both Prophecy and Complexica leadership teams Leadership team1 Key Management Jonathan Drake Dr. Zbigniew Michalewicz, Ph.D Chief Scientist Dr. Arvind Mohais, Ph.D Co-CEO and CFO Director of Customer Success In
Slide 30: Commitment and Alignment of Shareholders
Commitment and Alignment of Shareholders % of Escrow Arrangements Current Prophecy Securities issued as part of MergeCo (ordinary shareholding (#m) the Proposed Merger (#m)2 shares) • New Shares to be issued to Matthew Michalewicz and Constantin Chiriac are subject Australian Ethical 8.0 - 6.7% to a
Slide 31: Indicative Timetable
Indicative Timetable Event Date (AEST) Transaction Announcement Thursday, 7 August 2025 Notice of EGM sent to Prophecy shareholders Wednesday, 10 September 2025 Prophecy Shareholder EGM Monday, 13 October 2025 Transaction Completion Approximately Monday, 20 October Share Buyback period able to comme
Slide 32: Appendix 1: Financials
Appendix 1: Financials COMPLEXICA © ropuecy
Slide 33: MergeCo Financial Profile
MergeCo Financial Profile B E Prophecy C D MergeCo A Pre-transaction Complexica Synergies Pro forma4 Actual Increase due to Transaction Method of Calculation CY24 actual figures1 CY24 pro forma figures2 Synergies3 B+C+D Total Cash 9.1 4.1 - 13.25,8 Total Consolidated Assets 21.0 21.6 - 42.6 Total Co
Slide 34: Complexica Key Financial Metrics – P&L and Cashflow
Complexica Key Financial Metrics – P&L and Cashflow Other $m Notes CY241 M&A Costs Adjustments CY24 Pro forma Commentary SaaS revenue 7.3 - - 7.3 A Relates to an add back of c.$0.2 Professional services revenue 5.2 - - 5.2 million in redundancy costs, Other revenue 0.0 - - 0.0 including full year sa
Slide 35: Complexica Key Financial Metrics – Balance Sheet
Complexica Key Financial Metrics – Balance Sheet $m Notes CY241 M&A Costs Other CY24 Pro forma Commentary Adjustments A Represents the net change in cash Cash and cash equivalents A 3.9 <0.1 0.2 4.1 position, relating to an add back of Other current assets (inc. WIP) 4.6 - - 4.6 million in redundanc
Slide 36: Appendix 2: Summary of Conditions Precedent
Appendix 2: Summary of Conditions Precedent 36
Slide 37: Conditions Precedent
Conditions Precedent A written confirmation has been received from ASX, for the purposes of Listing Rule 11.1.3, that Prophecy will not be required to re-comply with Chapters 1 and 2 of the Listing ASX Confirmation Rules in connection with the Proposed Merger, and if this confirmation is subject to
Slide 38: Appendix 3: Summary of Key Risks
Appendix 3: Summary of Key Risks 38
Slide 39: Key Risks
Key Risks Completion of the Proposed Merger is conditional on the satisfaction of certain conditions precedent. There can be no certainty, nor can Prophecy provide any assurance or guarantee, that any conditions associated with the Proposed Merger will be satisfied or waived or when that will occur.
Slide 40: Key Risks (cont.)
Key Risks (cont.) Prophecy has undertaken financial and business analysis of Complexica in order to determine its attractiveness to Prophecy and whether to pursue the Proposed Merger. To the extent that actual results achieved by Complexica are weaker than those anticipated, or any unforeseen diffic
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