Depositary Interests

27 February 2017

ThinkSmart Limited

Depositary Interests - Australian Taxation Office Class Ruling Published

ThinkSmart Limited ("ThinkSmart" or the "Company") confirms that it has now received a Class Ruling from the Australian Taxation Office ("ATO") regarding the delisting of the Company's ordinary shares (the "Ordinary Shares") from the Australian Securities Exchange ("ASX") and the conversion of the Ordinary Shares into Depositary Interests. As the Company has previously announced, in order to trade Ordinary Shares on the AIM of the London Stock Exchange, shareholders who held their Ordinary Shares prior to the delisting of the Ordinary Shares from the ASX will firstly need to convert their Ordinary Shares into Depositary Interests.

The Class Ruling details the Australian income tax treatment for certain Australian tax resident shareholders who hold their Ordinary Shares on capital account and convert their Ordinary Shares into Depositary Interests.

In summary, for relevant shareholders who hold their Ordinary Shares on capital account, convert their Ordinary Shares into Depositary Interests and at all times remain "absolutely entitled" to the Ordinary Shares they have a beneficial interest in via the Depositary Interest facility:

· there should be no Australian income tax arising from the conversion of the Ordinary Shares into Depositary Interests;

· the acquisition date and the cost base and reduced cost base of each Ordinary Share should not change as a result of an Ordinary Share being converted into a Depositary Interest; and

· a disposal of a Depositary Interest should be treated as a disposal of the underlying Ordinary Share.

The Class Ruling has now been published and can be viewed on the ATO's website: https://www.ato.gov.au/law/view/pdf/pbr/cr2017-010.pdf

This announcement is for information only and should not be treated as legal, taxation, investment or other advice. Shareholders should be aware that the Class Ruling has been provided based on certain facts and circumstances, including that shareholders beneficially own and at all times remain "absolutely entitled" to their Ordinary Shares held via the Depositary Interest facility. Shareholders are strongly advised to obtain their own professional advice regarding whether they are "absolutely entitled" to the Ordinary Shares they have a beneficial interest in via the Depositary Interest facility. Whether a shareholder is "absolutely entitled" will be influenced by the nature of the arrangements and agreements a shareholder has with the broker engaged by the shareholder to facilitate the conversion into and acceptance of the Depositary Interests into CREST.

ThinkSmart strongly recommends that shareholders obtain their own specific and independent financial, legal, tax or other advice in respect of the conversion of Ordinary Shares into Depositary Interests, taking into account their own specific circumstances (in particular their broker arrangements and agreements used to convert into and hold their Depositary Interests) and whether their respective specific facts and circumstances align with those in the Class Ruling (refer to paragraphs 1 to 20 (inclusive) of the Class Ruling for the facts and circumstances upon which the Class Ruling has been issued).

For further information please contact:

About ThinkSmart Limited

ThinkSmart Limited is a leading provider in the UK of retail point-of-sale lease finance for high-volume small-ticket electronic and commercial equipment. The Group provides both B2B and B2C point-of-sale lease finance, primarily through its longstanding relationship with Dixons Retail and its new relationship with Carphone Warehouse. The Group's product offering is underpinned by a proprietary, innovative and scalable technology platform, SmartCheck. Since it commenced operations in the UK in 2003, the Group has processed in excess of 350,000 individual applications. As at 30 June 2016 the Group had approximately 59,000 live customer contracts.