SPH Notice – Asantha Wijeyeratne

Disclosure of beginning to have substantial holding Section 276, Financial Markets Conduct Act 2013 To NZX Limited and To PaySauce Limited Date this disclosure made: 7 January 2019 Date on which substantial holding began: 21 December 2018 Substantial product holder(s) giving disclosure Full name(s): Upakara Family Trust, Wijeyeratne & Co Limited, Cloud Investments Limited and Asantha Wijeyeratne Summary of substantial holding Class of quoted voting products: Ordinary shares in PaySauce Limited Summary for Upakara Family Trust, Wijeyeratne & Co Limited, Cloud Investments Limited and Asantha Wijeyeratne For this disclosure,-- (a) total number held in class: 2,088,507,475 (b) total in class: 5,843,543,401 (c) total percentage held in class: 35.74% Details of relevant interests Details for Upakara Family Trust Nature of relevant interest(s): Wijeyeratne & Co Limited and Cloud Investments Limited own ordinary shares in PaySauce Limited. The ordinary shares of Wijeyeratne & Co Limited and Cloud Investments Limited form part of the property held by the trustee of the Upakara Family Trust. For that relevant interest,-- (a) number held in class: 2,088,507,475 (b) percentage held in class: 35.74% (c) current registered holder(s): not applicable (d) registered holder(s) once transfers are registered: Wijeyeratne & Co Limited and Cloud Investments Limited For a derivative relevant interest, also-- (a) type of derivative: not applicable (b) details of derivative: not applicable (c) parties to the derivative: not applicable (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable Details for Wijeyeratne & Co Limited Nature of relevant interest(s): Wijeyeratne & Co Limited is party to a restricted security deed (attached) with PaySauce Limited ("PYS"). Under the restricted security deed, Wijeyeratne & Co Limited has agreed that it will not dispose of or transfer any of its shares in PYS (among other things), until audited financial statements for the PYS group for the financial year ending 31 March 2019 are made available to the public, unless Wijeyeratne & Co Limited receives prior written approval from PYS, PYS's "non-interested directors" and the Special Division of the New Zealand Markets Disciplinary Tribunal. For that relevant interest,-- (a) number held in class: 1,446,856,073 (b) percentage held in class: 24.76% (c) current registered holder(s): not applicable (d) registered holder(s) once transfers are registered: Wijeyeratne & Co Limited For a derivative relevant interest, also-- (a) type of derivative: not applicable (b) details of derivative: not applicable (c) parties to the derivative: not applicable (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable Details for Cloud Investments Limited Nature of relevant interest(s): Cloud Investments Limited is party to a restricted security deed (attached) with PaySauce Limited ("PYS"). Under the restricted security deed, Cloud Investments Limited has agreed that it will not dispose of or transfer any of its shares in PYS (among other things), until audited financial statements for the PYS group for the financial year ending 31 March 2019 are made available to the public, unless Cloud Investments Limited receives prior written approval from PYS, PYS's "non-interested directors" and the Special Division of the New Zealand Markets Disciplinary Tribunal. For that relevant interest,-- (a) number held in class: 641,651,402 (b) percentage held in class: 10.98% (c) current registered holder(s): not applicable (d) registered holder(s) once transfers are registered: Cloud Investments Limited For a derivative relevant interest, also-- (a) type of derivative: not applicable (b) details of derivative: not applicable (c) parties to the derivative: not applicable (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable Details for Asantha Wijeyeratne Nature of relevant interest(s): Asantha Wijeyeratne is a director of Wijeyeratne & Co Limited and Cloud Investments Limited. For that relevant interest,-- (a) number held in class: 2,088,507,475 (b) percentage held in class: 35.74% (c) current registered holder(s): not applicable (d) registered holder(s) once transfers are registered: Wijeyeratne & Co Limited and Cloud Investments Limited For a derivative relevant interest, also-- (a) type of derivative: not applicable (b) details of derivative: not applicable (c) parties to the derivative: not applicable (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: not applicable Details of transactions and events giving rise to substantial holding Details of the transactions or other events requiring disclosure: On 21 December 2018, Energy Mad Limited (which has been renamed PaySauce Limited) ("EML") completed the acquisition of all of the ordinary shares of PaySauce Limited (which has been renamed PaySauce Operations Limited) ("PaySauce") from the existing shareholders of PaySauce for the consideration of $10 million, which was satisfied by EML issuing 5,667,706,766 shares to the existing shareholders of PaySauce at a price of approximately 0.18 cents per share. Additional information Address(es) of substantial product holder(s): 71c Korokoro Road, Korokoro, Lower Hutt 5012, New Zealand Contact details: Asantha Wijeyeratne, 021 554 600, 71c Korokoro Road, Korokoro, Lower Hutt 5012, New Zealand Nature of connection between substantial product holders: The Upakara Family Trust, Wijeyeratne & Co Limited, Cloud Investments Limited and Asantha Wijeyeratne can all disclose together as they have a related holding in the same listed issuer (PaySauce Limited). Wijeyeratne & Co Limited and Cloud Investments Limited are associated for the purposes of section 12(d) of the Financial Markets Conduct Act 2013 as they share the same director (Asantha Wijeyeratne). Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: not applicable Disclosure has effect for purposes of directors' and senior managers' disclosure Asantha Wijeyeratne is also a director of PaySauce Limited. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. Certification I, Asantha Wijeyeratne, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00329175 For:PYS Type:SHINTR Time:2019-01-07 11:48:41