Openpay : Notice of General Meeting and Related Documents

For personal use only

Level 9, 469 La Trobe Street

Melbourne, Victoria, Australia

ASX Announcement

11 July 2022

Notice of General Meeting (Notice) and related documents

MELBOURNE Australia, 11 July 2022: Openpay Group Ltd (ASX: OPY) (Openpay) attaches the following documents in relation to its General Meeting of Shareholders:

• Letter to Shareholders in relation to the Notice;
• Notice; and
• Proxy Form.

Openpay advises that the Letter to Shareholders and Proxy Form is being dispatched to Shareholders today.

Authorised by:

Ed Bunting

Company Secretary

Openpay Group Ltd

For further information, please contact:

Investors	Media
Aline van Deventer	Australia:
Head of Investor Relations	Keep Left
Mobile: [phone]	[e-mail]
[e-mail]

About Openpay

Openpay Group Ltd (ASX: OPY) is a fast-growing and highly differentiated fintech solution provider. The Company supports both B2C and B2B platforms.

Openpay's B2C platform is an embedded finance solution delivering flexible repayment plans that help manage cashflow and household budgeting. Plans range from 2-24 months and enable transactions up to $20,000. Openpay is accepted in verticals including: Automotive, Healthcare, Retail, Home Improvement and Education.

Openpay's B2B platform, OpyPro, is a SaaS solution that enables merchants to manage their trade accounts via an end-to-end digitised platform enabling transactions in-store and online. The platform supports the application and onboarding process, ongoing account management and business processing, including invoicing, remittance, and reconciliation.

1

For personal use only

General Meeting - Letter to Shareholders

Openpay Group Limited (ASX:OPY) ("Openpay" or the "Company") advises that a General Meeting of Shareholders will be held at 10:30am (AEST) on Wednesday, 10 August 2022 at level 5, 126 Phillip Street, Sydney, Australia and as a virtual meeting (Meeting).

In accordance with Part 1.2AA of the Corporations Act 2001 (Cth), the Company will only be dispatching physical copies of the Notice of Meeting (Notice) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link. https://investors.openpay.com.au/site/investor-centre/asx-announcements.Alternatively, the Notice will also be available on the Company's ASX market announcements page (ASX:OPY).

By the time this letter is received by Shareholders, circumstances may have changed but the Notice is given based on circumstances as at the date of this letter. Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company's website at https://investors.openpay.com.au/site/investor-centre/asx-announcements.Shareholders are urged to monitor the ASX announcements platform and the Company's website.

Virtual Meeting

The company is pleased to provide shareholders with the opportunity to attend and participate in the virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.auand then clicking on "register" and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

To vote in person, attend the Meeting on the date and at the place set out above.

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting.

Shareholders attending the meeting virtually and wishing to vote on the day of the meeting can find further instructions on how to do so in the Notice of Meeting. Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:

For personal use only

Online	Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsahby following the
	instructions: Log into the Automic website using the holding details as shown on the Proxy
	Form. Click on 'View Meetings' - 'Vote'. To use the online lodgement facility, Shareholders will
	need their holder number (Securityholder Reference Number (SRN) or Holder Identification
	Number (HIN)) as shown on the front of the Proxy Form.
By post	Completing the enclosed Proxy Form and posting it to:
	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Completing the enclosed Proxy Form and delivering it by hand to:
	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to:
	[e-mail]

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy

Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

Yours Faithfully,

Ed Bunting

Company Secretary

For personal use only

OPENPAY GROUP LTD			https://www.openpay.com.au/
Level 9
469 La Trobe Street
Melbourne, VIC 3000
ACN: 637 148 200

OPENPAY GROUP LTD

Notice of General Meeting

Explanatory Statement | Proxy Form

Wednesday, 10 August 2022

10:30AM AEST

Address

Automic Group

Level 5

126 Phillip Street

Sydney, NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

An Independent Expert's Report in respect of Resolution 4 is included in this Notice of Meeting. The Independent Expert's Report has been prepared by Grant Thornton Corporate Finance Pty Ltd (Independent Expert). The Independent Expert has determined that the proposal outlined in Resolution 4 is not fair but reasonable to the non-associated Shareholders.

A copy of the Independent Expert's Report is contained in Annexure A of this Notice of Meeting. It is recommended that all Shareholders read the Independent Expert's Report in full.

For personal use only

Contents

Venue and Voting Information	2
Notice of General Meeting - Resolutions	5
Notice of General Meeting - Explanatory Statement	10
Glossary	26
Annexure A - Independent Expert's Report	27
Annexure B - Summary of Warrant Terms and Warrant Deed	108
Proxy Form	Attached

Important Information for Shareholders about the Company's General Meeting

Given the health concerns attributed to the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold this General Meeting as a hybrid meeting. Shareholders are encouraged to monitor the ASX announcements platform and the Company's website for any announcements should circumstances change.

Venue and Voting Information

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30am (AEST) on Wednesday, 10 August 2022 at Automic Group, Level 5, 126 Phillip Street, Sydney, NSW 2000 and as a virtual meeting (Meeting).

Please note that there may be a limit on the number of persons able to attend the physical Meeting. The Company therefore encourages shareholders to attend the meeting virtually to avoid the disappointment of not being able to attend in person.

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.auand then clicking on "register" and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go toinvestor.automic.com.au
2. Login with your username and password or click "register" if you haven't already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on "Register" when this appears. Alternatively, click on "Meetings" on the left-hand menu bar to access registration.
4. Click on "Register" and follow the steps

Openpay Group Limited| General Meeting - Notice of Meeting and Explanatory Statement

2