Zip : Investor Presentation - ZIP Announces Acquisition of Sezzle

only28 FEBRUARY 2022

Zip and Sezzle: Stronger Together usenal

Today's presenters

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Larry Diamond

Co-Founder & Global CEO

Peter Gray	Charlie Youakim
Co-Founder & Global COO	Co-Founder, Chairman & CEO

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• Co-foundedZip Co in 2013
• Has overseen Zip's growth from a technology start-up to a company with c. 10 million customers globally
• 12+ years experience in retail, IT, and investment banking at Pacific Brands, Macquarie Capital and Deutsche Bank

• Co-foundedZip Co in 2013
• 25+ years experience in the retail finance industry - specifically consumer and merchant credit risk, compliance and operations management
• Peter is the Responsible
  Manager of Zip's Australian
  Credit License having managed credit for c. 10 million customers

• Co-foundedSezzle in 2016
• Charlie is a serial entrepreneur with over 12 years of experience in fintech startups, taking them from inception to large-scale success
• Prior to Sezzle, Charlie founded Passport Parking, a leading transportation software and payments company

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Transformational combination

Significantly enhances Zip's scale and product offering, with the capabilities to accelerate in the US

Compelling strategic and financial rationale

A

B

		Meaningful	Provides meaningful customer benefits unlocking BNPL anywhere for Sezzle
		customers and provides Zip customers access to Sezzle's US merchant
		customer benefits
		network, accelerating Zip's growth trajectory
C
only		Complementary	Brings together highly complementary enterprise and SMB merchant networks
	with a strengthened set of capabilities to win together, across a diverse set of
	merchant networks
	verticals
D
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	Synergies and path	Enables potential material cost synergies to be achieved and opportunities for
	to profitability	improved unit economics, supporting Zip's path to profitability1
E		Integration path to deliver near-term financial benefits including accretion and
	Accretion and
	balance sheet support to deliver sustainable growth and support potential
	balance sheet
	synergies realisation; potential to create significant value for both Zip and
	strength
	Sezzle shareholders
Notes: 1. Please refer to page 16 for more details on the composition of the potential synergies, including the material assumptions. Investors are also referred to the 'Key risks' in Appendix B of this
Presentation (including, without limitation, the risks in section 1.6 (Integration risk and realisation of synergies) and section 1.7 (Future earnings risk)) and the Disclaimers in this Presentation, in particular to
the paragraph titled 'Cautionary Statement Regarding Forward-Looking Statements', in relation to the risks and uncertainties associated with the targeted potential synergies and other forward looking	2
statements in connection with the Proposed Transaction. The prospective financial information included in this Presentation, including the references to the potential impact on EBTDA and the potential
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synergies, is predictive in character, may be affected by inaccurate assumptions or by known or unknown risks and uncertainties and may differ materially from results ultimately achieved.

● The Proposed Transaction has been unanimously recommended by the Sezzle and Zip Boards of Directors and the mergers and acquisitions committee of Sezzle's Board of Directors, and each of Sezzle's co-founders,Charlie Youakim and Paul Paradis (accounting for 48% of Sezzle's outstanding shares of common capital stock), and Zip's co-foundersLarry Diamond and Peter Gray (accounting for 12% of Zip's issued ordinary shares), have agreed to vote, subject to certain exceptions, in favour of the Proposed Transaction1

Transaction overview

● Zip and Sezzle have entered into a definitive merger agreement under which Zip has agreed to acquire Sezzle in an all-scriptransaction (the "Proposed Transaction")

Transaction overview: key terms

	Transaction	● Sezzle stockholders will be entitled to receive 0.98 Zip shares for every share of Sezzle common stock owned2
lyno	consideration	̶ The total consideration for the Sezzle shares under Zip's proposal represents an implied value of Sezzle of approximately
	A$491m3
	̶ It values Sezzle at a 22.0% premium based on current spot prices A$1.78 (Sezzle) and A$2.21 (Zip) as of 25 February 2022,
	and 31.7% premium based on 30 day VWAPs
	● Upon closing of the Proposed Transaction, Sezzle stockholders will be entitled to receive up to a maximum of 222.3m Zip
	ordinary shares or American Depository Receipts ("ADRs") of Zip, representing a maximum of 22% of the issued shares of Zip
	immediately following the closing of the Proposed Transaction (on a fully diluted basis)4
	Financial	● Proposed Transaction expected to be accretive to revenue per share and accretive to EBTDA per share in FY24F, including the
use	impact5,6	full impact of potential synergies
	● Potential to realise material cost synergies and opportunities for revenue and margin uplift with EBTDA benefits of up to c.
	A$130m EBTDA in FY24 (of which A$60-80m EBTDA are cost synergies)
	̶ Expected to be EBTDA and cash flow positive during FY24, including the full impact of potential synergies
	● Balance sheet strength supporting sustainable growth following A$148.7m fully underwritten placement and up to A$50m non-
	underwritten share purchase plan7 with more capital runway to execute on potential synergies
	̶ Improved capital recycling driven by an increase in volume coming from Pay in 4 to c. 60%
Notes: market data sourced from IRESS as of 25 February 2022. 1. Each of Charlie Youakim, Paul Paradis, Larry Diamond and Peter Gray have made their respective voting commitments via their respective shareholding entities. 2. As part of the Proposed
Transaction, Zip is also establishing an American Depository Receipts program (with such securities required to be listed on a US exchange as a condition to the closing of the Proposed Transaction) (the Zip ADRs) and Sezzle stockholders outside of
Australia may elect under and subject to the terms of the definitive merger agreement to receive 0.98 Zip ADRs for every share of Sezzle common stock owned in lieu of receiving Zip shares. To the extent that eligible Sezzle stockholders do not elect to
receive Zip ADRs by a prescribed date before closing of the Proposed Transaction, they will only be entitled to receive Zip shares. 3. Implied value calculated on a fully diluted basis and based on the closing price of Zip shares of A$2.21 as of 25 February
2022. This excludes the impact of any permitted equity financing that may be undertaken by Sezzle before closing of the Proposed Transaction in accordance with the merger agreement (which is capped at a maximum amount of 24.7m Sezzle shares at
a minimum price of A$1.53). 4. Estimated ownership percentage calculated on a fully diluted basis and assumes the inclusion of 78.3m shares issued under the Placement and excludes the impact of any permitted equity financing that may be
undertaken by Sezzle before closing of the Proposed Transaction in accordance with the merger agreement (which is capped at a maximum amount of 24.7m Sezzle shares at a minimum price of A$1.53). 5. Please refer to page 16 for more details on the
composition of the potential synergies, including the material assumptions. Investors are also referred to the 'Key risks' in Appendix B of this Presentation (including, without limitation, the risks in section 1.6 (Integration risk and realisation of synergies) and
section 1.7 (Future earnings risk)) and the Disclaimers in this Presentation, in particular to the paragraph titled 'Cautionary Statement Regarding Forward-Looking Statements', in relation to the risks and uncertainties associated with the targeted potential	3
synergies and other forward looking statements in connection with the Proposed Transaction. The prospective financial information included in this slide, including the references to the potential impact on EBTDA and the potential synergies, is predictive
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in character, may be affected by inaccurate assumptions or by known or unknown risks and uncertainties and may differ materially from results ultimately achieved. 6. EBTDA is a financial measure not prepared in accordance with International Financial Reporting Standards ("IFRS") and Generally Accepted Accounting Principles ("GAAP"). 7. Zip reserves the right to increase or decrease the size of the SPP and/or scale back applications under the SPP as its discretion.

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● Upon closing, Charlie Youakim will become President and CEO of the Americas (US, Mexico and Canada) and Executive Director & President of Sezzle, Paul Paradis will join the US leadership team

● In order to ensure alignment on delivery of the combined company strategy, as part of the Proposed Transaction Zip will expand the Zip Board of directors to nine members, comprising three persons appointed by Sezzle (being, Co-Founderand CEO of Sezzle, Charlie Youakim as an Executive Director, Paul Lahiff and Mike Cutter as Non-ExecutiveDirectors), and an independent director mutually agreed between Zip and Sezzle. Diane Smith-Ganderwill remain the Independent Chairperson of Zip

Management and Board

̶ Other conditions, including regarding the receipt of regulatory approvals and waivers

̶ Approval by the requisite vote of Sezzle stockholders and receipt of the requisite Zip shareholder approval; ̶ The new Zip ADRs having been authorised for listing on a US securities exchange; and

● Zip expects to complete the Proposed Transaction by the end of the third quarter of CY2022 ● The Proposed Transaction is subject to various closing conditions, including:

Timing and conditions

● Proceeds of the Placement and SPP will help Zip strengthen its balance sheet and positions Zip for sustainable growth by providing more capital runway to execute on potential synergies from the Proposed Transaction3

● Zip will also be undertaking a non-underwrittenShare Purchase Plan to existing eligible Zip shareholders in Australia and New Zealand to raise up to A$50m ("SPP")2

● Zip is also undertaking an equity raising via a fully underwritten institutional placement of approximately A$148.7m ("Placement") to eligible institutional, professional and sophisticated investors

Underwritten equity raising

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nalNotes: 1. Sezzle stockholders outside of Australia may elect pursuant to and subject to the terms of the definitive merger agreement to receive following the closing 0.98 Zip ADRs for every share of Sezzle common stock owned in lieu of receiving Zip ordinary shares. To the extent that eligible Sezzle stockholders do not elect to receive Zip ADRs by a prescribed election date before closing of the Proposed Transaction, they will only be entitled to receive Zip ordinary shares. 2. Zip reserves the right to increase or decrease the size of the SPP and/or scale back applications under the SPP at its discretion. 3. If the Proposed Transaction does not complete after settlement of the Placement and/or SPP, Zip will use the proceeds from the Placement and/or SPP to improve its balance sheet strength to support growth and for general working capital purposes.

̶ ADRs allow US investors to invest in non-UScompanies and give non-UScompanies easier access to the US capital markets ̶ As Zip will have undertaken this process as part of the Proposed Transaction, this provides Zip with a pathway to explore a

US IPO in the future and/or a greater opportunity to access new pools of capital in the US

● In connection with the Proposed Transaction, Zip will also file with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4(which will include a definitive proxy statement of Sezzle and a prospectus of Zip) with respect to the Zip ordinary shares and Zip ADRs to be issued in the Proposed Transaction that will be provided to Sezzle stockholders and a Form F-6to register the Zip ADRs

● As part of the Proposed Transaction, Zip is also establishing an ADR program, with such securities required to be listed on a US exchange as a condition to closing of the Proposed Transaction1

SEC registration and US listing

Transaction overview: key terms (cont'd)