Smartpay (SPY) Scheme Meeting 2025 summary

Opening remarks and agenda

• Attendees were reminded to silence phones and follow emergency procedures if needed.

• The meeting was conducted in a hybrid format, allowing both in-person and virtual participation, with online attendees able to ask questions and vote.

• Chairman Greg Barclay opened the meeting to discuss the proposed acquisition of all shares by Shift4 Holdings Limited via a scheme of arrangement.

Shareholder proposals

• The main proposal was the approval of a scheme for the acquisition of all shares by Shift4 Payments at NZD $1.20 per share, near the midpoint of the independent adviser's valuation range (NZ$1.07–NZ$1.43).

• Microequities, holding 13.3% of shares, intends to vote in favour.

Strategic initiatives and plans

• The board considered various strategic alternatives, including continuing as a public company, before recommending the scheme.

• Board received multiple unsolicited acquisition proposals in early 2025, leading to a Scheme Implementation Agreement with Shift4 Payments, LLC.

• The scheme offers shareholders a significant premium and certainty of value, with 100% cash consideration.