Ann: Directors' Statement re Takeover, page-2

Smartpay Holdings Limited (Smartpay) refers to the article in the Australian Financial Review yesterday inrelation to a possible control transaction relating to Smartpay.Smartpay confirms that it has received two separate conditional, non-binding and indicativeproposals (the Proposals). One of the Proposals is from Tyro Payments Limited (Tyro) and the otherProposal is from an international strategic (the Other Party).The Tyro indicative proposal is to acquire 100% of the issued ordinary shares of Smartpay by way ofscheme of arrangement for a price of NZ$1.00 (approximately A$0.90) per share, comprising amajority of Tyro shares as well as cash consideration.The indicative proposal from the Other Party is to acquire 100% of the issued ordinary shares ofSmartpay.Both of the Proposals are preliminary only and highly conditional, including (but not limited to),satisfactory completion of respective due diligence and execution of definitive transactiondocumentation.As part of its review of the Proposals, the Smartpay Board has decided to allow both Tyro the OtherParty to conduct an initial limited period of commercial due diligence on a non-exclusive basis. Thiswill allow Smartpay to better assess the relative merits of each Proposal and give each party anopportunity to further improve their respective Proposals based on the information received.Reciprocal due diligence will be conducted by Smartpay on Tyro given the majority of the proposedconsideration is to be satisfied by the issue of Tyro shares.The provision of limited due diligence does not guarantee that either of the Proposals will result in abinding offer or one that is capable of being recommended by the Smartpay Board. There is nocertainty that any transaction will arise.Smartpay shareholders do not need to take any action at this time. Smartpay will continue to keepshareholders informed by market announcement in accordance with its continuous disclosureobligations. Smartpay will not otherwise be providing further comment at this time.Smartpay has appointed Morgan Stanley and Bell Gully as financial and legal advisers respectively.