1 for 7 Renounceable Rights Offer of Ordinary Shares

Wellington, New Zealand - 31 January 2020 SaaS employment solutions provider PaySauce (NZX:PYS) advised the market on 21 January of a $5.8M capital raise via a 1 for 7 pro-rata renounceable rights offer of ordinary shares. PaySauce confirms that it is proceeding on the basis of the rights issue timetable indicated in that announcement (and is reproduced below). A corporate action notice accompanies this announcement. Quotation of rights remains subject to NZX approval. A Cleansing Notice and the Offer Document will be released on or around 10 February. The full terms and conditions of the rights issue will be contained in the Offer Document and to ensure the rights issue has the optimal chance of being fully subscribed, PaySauce will include an oversubscription facility where persons taking up rights can apply for shortfall shares, which will be subject to availability. Shareholder Feedback PaySauce has had advice from its largest outside shareholder Coulthard Barnes (PaySauce) Limited (CBPL) that CBPL intends to take up rights offered to it that maintain its 19.59% shareholding in PaySauce. PaySauce has also had discussions with a wide variety of shareholders and intending rights purchasers who together have indicated their intention to take up a substantial proportion of the rights offered. Based on these indications PaySauce is expecting the rights issue to be well supported. PaySauce confirms that co-founders Asantha Wijeyeratne and Troy Tarrant will not be taking up all of their rights. Together, Asantha and Troy's current shareholding amounts to 49.01% of PaySauce. Should no rights be taken up by Asantha and Troy, and the offer be fully subscribed to, their collective shareholding after allotment would be 42.88%. As co-founders, Asantha and Troy have invested significant personal capital into the future of PaySauce and also continue to receive salaries that are considerably lower than market rates. Neither Asantha nor Troy are in a personal financial position to take up all of their rights entitlements. Asantha and Troy also see the broadening of PaySauce's shareholder base as a result of the rights offer to in the best interests of PaySauce moving forward. Asantha and Troy are presently having discussions to arrange to sell a portion of their respective rights off-market. Both Asantha and Troy may also sell a portion of their respective rights on-market, which will provide liquidity for rights trading. Rights Issue Indicative Timetable Shares quoted "ex-rights" and Rights Trading commences on the NZX Main Board - Friday 7 February Record date - Monday 10 February Offer documents sent and Offer opens for acceptance - Tuesday 11 February Rights trading ceases - Tuesday 25 February Rights offer closes (and last date for receipt of renunciations) - Monday 2 March New shares allotted and commence trading - Monday 9 March ENDS For further information, please contact investor@paysauce.com End CA:00347749 For:PYS Type:OFFER Time:2020-01-31 08:30:29