Half-year Report & Appendix 4D

Appendix 4D

Wameja Limited

ABN 59 052 947 743

Half-year report and appendix 4D for the half-year ended 30 June 2020

The half-year financial report does not include notes of the type normally included in an annual financial report and should be read in conjunction with the 31 December 2019 financial report.

Half-year report & Appendix 4D for the half year ended

30 June 2020

Contents

Results for announcement to the market

Brief explanation of Key Information and Dividends

The Company is partnering with Mastercard to build the HomeSend global payments hub. HomeSend enables cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world. As a founding partner in the HomeSend hub, Wameja helped conceive and bring the opportunity to market. HomeSend is a joint venture of Wameja (35.68%) and Mastercard (64.32%).

The net result of the consolidated entity from continuing and discontinuing operations for the half year ended 30 June 2020 was a loss after tax and minority interest for the period of $3.205 million (2019:

$10.434 million loss). Loss per share was 0.3 cents (2019: loss per share 0.9 cents).

During the period, there was a net cash outflow of $6.331 million primarily resulting from a net outflow from investing activities (mainly in relation to investment and advances to HomeSend) of $6.090 million. Cash at 30 June 2020 was $5.305 million.

Directors' report

The Directors of Wameja Limited (the Company) submit herewith the financial report of Wameja Limited and its controlled entities (the Group) for the half-year ended 30 June 2020. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

The names of the Directors who held office during or since the end of the half year are:

John Conoley Non-executive Chairman

James Brooke Non-executive Director Stephen Baldwin Non-executive Director James Hume Non-executive Director

Thomas Rowe Company Secretary and non-executive Director

This report is to be read in conjunction with other reports issued contemporaneously.

Wameja Limited is a public company listed on the Australian Securities Exchange (ASX:WJA) and the London Stock Exchange (AIM) (LSE:WJA).

The Company is partnering with Mastercard to build the HomeSend global payments hub. HomeSend enables cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world. As a founding partner in the HomeSend hub, Wameja helped conceive and bring the opportunity to market. HomeSend is a joint venture of Wameja (35.68%) and Mastercard (64.32%).

The net result of the consolidated entity from continuing and discontinued operations for the half year ended 30 June 2020 was a loss after tax and minority interest of $3.205 million (2019: $10.434 million loss). Loss per share was 0.3 cents (2019: loss per share 0.9 cents).

During the period, there was a net cash outflow of $6.331 million primarily resulting from a net outflow from investing activities (mainly in relation to investment and advances to HomeSend) of $5.954 million. Cash at 30 June 2020 was $5.305 million.

The current loan facility agreement ("the Facility") provided by the Company to HomeSend had been extended from 31 March 2020 to 15 August 2020. The Facility was repaid in full on 12 August 2020.

The outbreak of COVID-19 and the subsequent quarantine measures imposed by the Australian and other governments as well as the travel and trade restrictions imposed by Australia and other countries in early 2020 and since, have caused disruption to businesses and economic activity globally.

As the situation remains fluid (due to evolving changes in government policy and business and customer reactions thereto) as at the date these financial statements are authorised for issue, the directors of the Company considered that the financial effects of COVID-19 on the Group's consolidated financial statements cannot be reasonably estimated for future financial periods. This includes the Group's investment in the HomeSend associate.

Based on the information available to the directors as at the date of this report, there are no significant factors identified which would impact on the carrying value of the Group's investment in associate due to COVID-19. However, the directors consider that prolonged general economic impacts arising from COVID- 19 may have a negative impact on the operations of the Group's associate. This in turn may impact the recoverability of the Group's carrying value of the investment in associate going forward.

No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations or the state of affairs of the entity in subsequent financial years.

Directors' report

On 3 July 2020, the company received notification of a purported warranty claim from Seamless Distribution Systems AB in relation to a French employee of eServGlobal SAS whose employment was terminated subsequent to completion of the sale of eServGlobal Holdings SAS to Seamless Distribution Systems AB. The notification seeks to claim €519,967 ($843,007) under the warranties contained within the sale and purchase agreement for the sale of eServGlobal Holdings SAS ("the SPA"), being the amount including taxes, that the employee is seeking from eServGlobal SAS for compensation for loss of employment.

The Directors consider the purported warranty claim to be without merit and have advised Seamless Distribution Systems AB as such, and rejected the suggestion that the liability to the employee is subject to the warranties in the SPA. The purported warranty claim has been disclosed in the half year financial report due to the requirements of AASB 137 'Provisions, Contingent Liabilities and Contingent Assets'.

To the extent that the disclosure of information regarding likely developments in the operations of the Group in future financial years, and the expected results of those operations is likely to result in unreasonable prejudice to the consolidated entity, such information has not been disclosed in this report.

The consolidated entity operates primarily within the technology and telecommunication sector and conducts its business activities with respect for the environment while continuing to meet the expectations of shareholders, customers, employees and suppliers.

During the year under review, the Directors are not aware of any particular or significant environmental issues which have been raised in relation to the consolidated entity's operations.

No dividends were declared or paid during this half year (2019: nil).

Wameja Limited Executive and Employee Share Option Plan

The Company has an ownership-based remuneration scheme for executive directors, key management personnel and employees. In accordance with the provisions of the scheme, executive directors and employees may be granted options to acquire ordinary shares in the Company. The exercise of any share options is not dependent on any performance criteria, however, is dependent on a period of service relative to the vesting dates.

In addition to the Executive and Employee share options, the Company had issued Performance Options to executive directors and key management personnel. The exercise of the Performance Options is subject to performance criteria for vesting and the exercise price is £0.09 ($0.16).

During this half year and up to the date of this report the Company did not grant additional shares or options.

Directors' report

Details of unissued shares under option as at the date of this report are:

During the financial year and up to the date of this report, there were no options exercised, expired or lapsed during the year.

The lead auditor's independence declaration under s 307C of the Corporations Act 2001 is set out on page 5 for the half-year ended 30 June 2020.

The Consolidated Group has applied the relief available to it in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and accordingly certain amounts in the financial report and the directors' report have been rounded off to the nearest $1,000.

John Conoley

Non-executive Chairman London, 31 August 2020

Deloitte Touche Tohmatsu ABN 74 490 121 060

Grosvenor Place 225 George Street

Sydney, NSW, 2000 Australia

Phone: +61 2 9322 7000

www.deloitte.com.au

The Board of Directors Wameja Limited

c/- Simpsons Solicitors Level 2, Pier 8/9

23 Hickson Road Millers Point NSW 2000

31 August 2020

Dear Board Members

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Wameja Limited.

As lead audit partner for the review of the financial statements of Wameja Limited for the half year ended 30 June 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

(ii) any applicable code of professional conduct in relation to the review.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

John Bresolin Partner

Chartered Accountants

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited ("DTTL"), its global network of member firms, and their related entities (collectively, the "Deloitte organisation"). DTTL (also referred to as "Deloitte Global") and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

Deloitte Touche Tohmatsu ABN 74 490 121 060

Grosvenor Place 225 George Street

Sydney, NSW, 2000 Australia

Phone: +61 2 9322 7000

www.deloitte.com.au

Independent Auditor's Review Report to the Members of Wameja Limited

We have reviewed the accompanying half-year financial report of Wameja Limited, which comprises the condensed consolidated statement of financial position as at 30 June 2020, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the end of the half-year or from time to time during the half-year.

Directors' Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 30 June 2020 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Wameja Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Auditor's Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Wameja Limited, would be in the same terms if given to the directors as at the time of this auditor's review report.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte organisation. 6

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Wameja Limited is not in accordance with the Corporations Act 2001, including:

(a) Giving a true and fair view of the consolidated entity's financial position as at 30 June 2020 and of its performance for the half-year; and

(b) Complying with the Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

DELOITTE TOUCHE TOHMATSU

John Bresolin Partner

Chartered Accountants Sydney, 31 August 2020

7

Directors' declaration

In accordance with a resolution of the directors of Wameja Limited, the directors of the Entity declare that:

On behalf of the Directors

John Conoley

Non-executive Chairman London 31 August 2020

Wameja Limited Half Year Report 30 June 2020 8

Condensed consolidated statement of profit or loss and other comprehensive income for the half-year ended 30 June 2020

Notes to the Financial Statements are included on pages 13 to 16

Condensed consolidated statement of financial position as at 30 June 2020

Notes to the Financial Statements are included on pages 13 to 16

Condensed consolidated statement of changes in equity for the half-year ended 30 June 2020

Notes to the Financial Statements are included on pages 13 to 16

Condensed consolidated statement of cash flows for the half-year ended 30 June 2020

Notes to the Financial Statements are included on pages 13 to 16

Notes to the condensed consolidated financial statements

(a) Basis of preparation

These general purpose interim financial statements for half-year reporting period ended 30 June 2020 have been prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

This interim financial report is intended to provide users with an update on the latest annual financial statements of Wameja Limited and its controlled entities (referred to as the "Consolidated Group" or "Group"). As such, it does not contain information that represents relatively insignificant changes occurring during the half-year within the Group. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2019, together with any public announcements made during the following half-year.

These interim financial statements were authorised for issue on 31 August 2020.

The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.

The Group has considered the implications of new and amended Accounting Standards, but determined that their application to the financial statements is either not relevant or not material.

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Group operates in a single segment being the telecommunications software solutions business. Accordingly, all reported information in the financial report relates to this single segment.

During the current period the Company did not issue any shares (2019: nil).

No employee share options were exercised or cancelled in the period (2019: nil).

4. ISSUED CAPITAL

Notes to the condensed consolidated financial statements

6. DIVIDENDS

No dividend has been declared in respect of this half year.

Details of the material investment in associates at the end of the reporting period are as follows:

a) HomeSend SRCL was formed on 3 April 2014. The Directors have determined that the Group exercises significant influence over HomeSend SRCL by virtue of its 35.68% voting power in shareholders meetings and its contractual right to appoint two out of six directors to the board of Directors of that Company.

The associate is accounted for using the equity method in these condensed consolidated financial statements.

b) Reconciliation of the carrying amount of the investment in associate:

(i) In April 2020, the Company participated in the HomeSend capital raise to maintain its 35.68% holding in the Joint Venture. The Company contributed $6.09 million (€3.57 million) towards the total capital raise.

Notes to the condensed consolidated financial statements

(i) During the 2019 financial year, the Company entered into a loan facility agreement with HomeSend SCRL for the sole permitted purpose of funding the pre- payment timing gaps in HomeSend's settlement model (the "Facility"). Mastercard had entered into a similar loan facility agreement with HomeSend SCRL. The Facility was for a total of $31.16 million (€20 million) between the Company and Mastercard with the Company providing approximately $11.57 million (€7.1 million) in proportion to its shareholding in HomeSend SCRL.

The Facility was a revolving credit line providing HomeSend the ability to draw and re-draw the funds as required, with an obligation to return amounts drawn if not required, based on HomeSend's forecasts. The Facility was unsecured and interest was payable quarterly at 1.916% per annum on the amount drawn.

There was no establishment or commitment fee. The facility was set to expire on 15 August 2020.

As at balance date, the company has provided its proportionate share in total drawdowns amounting to

$4.103 million.

The Facility was fully repaid on 12 August 2020.

9. TRADE AND OTHER PAYABLES

10. ACCUMULATED LOSSES

11. SUBSEQUENT EVENTS

HomeSend had previously requested that the loan facility agreement ("the Facility") provided by the Company to HomeSend be extended from 31 March 2020 to 15 August 2020. The Company had indicated that it would agree to the extension on the basis that no further draw-downs be made on the Facility and HomeSend used best endeavours to procure alternative funding of the Facility. The Facility of $4.103 million as shown on the 30 June 2020 Condensed Consolidated Statement of Financial Position was repaid on 12 August 2020.

The outbreak of COVID-19 and the subsequent quarantine measures imposed by the Australian and other governments as well as the travel and trade restrictions imposed by Australia and other countries in early 2020 and since, have caused disruption to businesses and economic activity globally.

As the situation remains fluid (due to evolving changes in government policy and business and customer reactions thereto) as at the date these financial statements are authorised for issue, the directors of the Company considered that the financial effects of COVID-19 on the Group's consolidated financial statements cannot be reasonably estimated for future financial periods. This includes the Group's investment in the HomeSend associate.

Based on the information available to the directors as at the date of this report, there are no significant factors identified which would impact on the carrying value of the Group's investment in associate due to COVID-19. However, the directors consider that prolonged general economic impacts arising from COVID- 19 may have a negative impact on the operations of the Group's associate. This in turn may impact the recoverability of the Group's carrying value of the investment in associate going forward.

No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations or the state of affairs of the entity in subsequent financial years.

On 3 July 2020, the company received notification of a purported warranty claim from Seamless Distribution Systems AB in relation to a French employee of eServGlobal SAS whose employment was terminated subsequent to completion of the sale of eServGlobal Holdings SAS to Seamless Distribution Systems AB. The notification seeks to claim €519,967 ($843,007) under the warranties contained within the sale and purchase agreement for the sale of eServGlobal Holdings SAS ("the SPA"), being the amount including taxes, that the employee is seeking from eServGlobal SAS for compensation for loss of employment.

The Directors consider the purported warranty claim to be without merit and have advised Seamless Distribution Systems AB as such, and rejected the suggestion that the liability to the employee is subject to the warranties in the SPA. The purported warranty claim has been disclosed in the half year financial report due to the requirements of AASB 137 'Provisions, Contingent Liabilities and Contingent Assets'.

Notes to the condensed consolidated financial statements

The dividend or distribution plans shown below are in operation.

The last date(s) for receipt of election notices for the dividend or distribution plans