Further re:Proposed sale of shareholding

21 December 2021

ThinkSmart Limited

 ("ThinkSmart" or the "Company" which together with its subsidiaries is the "Group")

Clearpay UK ESOP and Consideration Shares

Further to the announcement yesterday regarding the proposed sale of shareholding in Clearpay to Afterpay, and following discussions with investors, ThinkSmart wishes to clarify that the 1,650,000 Afterpay shares ("Consideration Shares") it will receive in consideration for the sale of its Clearpay holding will not be reduced to satisfy any options under the ESOP for Clearpay employees and as part of the agreement that has been reached with Afterpay the provisions that applied under the Clearpay SPA dated 22 August 2018 with regard to sharing up to 35 per cent. of any proceeds for the sale of the Clearpay shares with the ESOP have fallen away and ThinkSmart has no obligations to share any of the Consideration Shares under the ESOP. The effect of this, in value terms, is that the 1,650,000 Afterpay shares relate to ThinkSmart's previous net 6.5% holding (which was after sharing sale proceeds with the ESOP) and not its gross 10% holding.

As detailed in paragraph 9 of the Additional Information section 3 (Background to and reasons for Disposal) in yesterday's announcement, any options granted under the ESOP for Clearpay shares will be satisfied by the issue and allotment of new shares in the capital of Afterpay by Afterpay and will not impact the Consideration Shares.

Ned Montarello, Executive Chairman of ThinkSmart, reaffirmed "We believe this outcome provides our shareholders with an opportunity to continue the exciting Afterpay journey now directly with Block and we as a Board see continued long term value accretion with this outcome."

Defined terms have the same meaning as per the announcement dated 20 December 2021.

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Notes to Editors

About ThinkSmart Limited

ThinkSmart is a specialist digital payments platform business. It offers investors unique exposure to the UK 'Buy Now Pay Later' payments sector undergoing exponential growth, driven by ongoing digital transformation of consumer shopping habits and financial services.