Cashrewards : 2021 AGM - Chair and CEO addresses

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23 November 2021

The Manager

Company Announcements Office ASX Limited

20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

2021 AGM - Chairman's and CEO's addresses and presentation

Cashrewards Limited (ASX:CRW) (Cashrewards) provides the attached Chairman's and CEO's addresses and accompanying presentation in accordance with ASX Listing Rule 3.13.3.

This announcement has been authorised for release to ASX by the Chairman.

Yours faithfully

Danny Davies

Company Secretary

Cashrewards Limited

Level 16, 1 Market Street, Sydney NSW 2000 Australia ABN 95 615 084 654

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2021 AGM CHAIRMAN'S ADDRESS

Launched in 2014, Cashrewards has grown to become Australia's largest owned-and- operated cashback ecosystem. We connect more than one million Australian consumers with over 1,800 Merchant Partners. Over the past seven years, this ecosystem has driven more than $2.7 billion of lifetime sales and translating into more than $120 million of cashback for members.

In December 2020, we successfully listed on the ASX to gain new investors and additional capital to accelerate our growth. The IPO received strong support from high quality institutional and retail investors, as well as a strategic investment from ANZi. This investment has since been transferred to 1835i which is the independent innovation and venture partner of ANZ. 1835i currently owns 19.0% of all Cashrewards shares.

In July 2021, we entered into a strategic agreement with ANZ to create Cashrewards Max™, offering 4.7m ANZ consumer credit and debit card holders the opportunity to sign up to a new ANZ-exclusive program that provides the benefits of the core Cashrewards membership plus enhanced cashback offers, faster cashback from a range of merchants and exclusive experiences. Cashrewards Max™ launched in August 2021 and provides us with a real opportunity to accelerate the growth in Cashrewards members.

Since listing, the Cashrewards business continues to grow from both an operational and platform perspective and we have achieved strong growth across key performance metrics.

Cashrewards is a high growth company and is capital hungry. As such, we will require substantial capital investment in our product and technology to achieve our growth objectives. Access to this capital is critical to achieving this growth and improving Cashrewards' ability to successfully compete, particularly as we operate in a highly competitive market with a number of well-funded competitors.

As Cashrewards grows active members and total transaction value, member reward liabilities also increases. While historical behaviour demonstrates that members have a preference to accumulate cashback over time, this member rewards liability can be redeemed at any time once approved. This requires Cashrewards to prudently manage its available cash and to take into account the growth in future member liabilities which arises from higher transaction activity when determining the working capital required to run the business.

1835i takeover bid

The Board considered all alternate options to raise the capital required to meet its funding requirements for the next 12 months. It was clear that raising capital through the public markets involved challenges including, but not limited to, the quantum of capital required to be raised from both existing and new investors over the short to medium term to realise the Company's growth objectives and to meet its working capital needs.

We then engaged with our major shareholders to determine their likely support for a capital raising. It was in the context of those discussions that 1835i confidentially proposed a takeover bid to acquire 100% of the company' shares. Cashrewards formed an Independent Board Committee to consider the engagement with 1835i and the subsequent proposal provided to Cashrewards by 1835i.

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This led to 1835i and Cashrewards entering into a Bid Implementation Deed on 22 October 2021 to facilitate 1835i making an off-market cash takeover offer for all Cashrewards shares that it does not already own. The Offer price of $1.135 represents an attractive premium of:

• 19.5% to Cashrewards' closing share price of $0.95 on 21 October 2021;
• 30.2% to the 30-day VWAP of Cashrewards Shares of $0.87 up to and including 21 October 2021; and
• 24.7% premium to the 90-day VWAP of Cashrewards Shares of $0.91 up to and including 21 October 2021.

The Independent Board Committee carefully considered the Offer and has taken appropriate financial and legal advice.

The Independent Board Committee appointed Grant Thornton to prepare an Independent Expert's Report in relation to the Offer. The Independent Expert has concluded that the Offer is fair and reasonable for Cashrewards Shareholders in the absence of a superior proposal emerging.

The major shareholders, including Mr Andrew Clarke, Cashrewards' Founder and Non-Executive Director, Alium Capital Management, its associated entities and Mr Rajeev Gupta, also a Non-Executive Director, and M&S Skyleisure, have provided intention statements to accept the offer. Their total shareholdings combined with the Bidder's 19% shareholding, represents 57.5% of current shares on issue.

The Offer is scheduled to close on Friday, 10 December 2021, unless extended or withdrawn. We encourage you to read both the Bidder's Statement and the Target's Statement to find out more about why we are recommending shareholders accept the offer. Both statements can be found in the investor section of our website.

At the same time that Cashrewards entered into the Bid Implementation Deed with 1835i, we also entered into a $15 million loan agreement with 1835i to fund member liability payment obligations. The facility has a term of six months and ensures that Cashrewards has sufficient available liquidity to meet its immediate and short-term working capital obligations during the term of the Offer. However, the facility does not provide Cashrewards with sufficient cash reserves to pursue our growth ambitions.

In the event that 1835i does not acquire a Relevant Interest of at least 90% of the Cashrewards Shares and the Offer lapses, the loan will be required to be repaid. Cashrewards will then be required to immediately raise capital through the public markets to repay the loan as well as fund Cashrewards' significant working capital requirements.

Such a capital raising will likely need to be undertaken at a material discount to the then prevailing share price with no guarantee of participation by existing major shareholders. It will also result in a significant dilution to non-participating shareholders.

In addition, until Cashrewards becomes cash flow positive, we will be required to undertake further capital raisings in the future.

For these reasons, together with the additional reasons outlined in the Target's Statement, the Independent Board Committee unanimously recommends that

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shareholders accept the 1835i offer in the absence of a superior proposal. As of today, we have not received a superior proposal (or any alternative proposal).

On behalf of your Board, I would like to take this opportunity to thank your CEO, Bernard Wilson, who has been successfully executing on Cashrewards' growth strategy in a challenging market, your CFO, Zelma van Woerkom, and the rest of the Cashrewards team who have worked tirelessly to grow the Cashrewards business.

Finally, we would like to thank our shareholders for your support.

CEO ADDRESS

In the last 12 months we have made great progress against our strategy to entrench Cashrewards as Australia's premium cashback ecosystem and to grow the overall cashback category to the size of similar international markets like the US and the UK. More than 1.1 million Cashrewards members can now 'buy now, and save now' with over 1,800 leading retailers.

Priorities

The business has a focused strategy to ensure our success. This includes remaining focussed on our key priorities. We have consistently talked about these priorities, being growing our member base, driving member engagement and deepening merchant partnerships. As we identified in our FY21 presentation, we delivered on these key priorities in FY21 despite some challenges, most notably the impacts of COVID-19. Focus on these key strategic metrics delivered strong financial performance.

FY21 highlights

Our FY21 results demonstrate our ability to execute on our growth strategy, with reported revenue up 29% compared to FY20, notwithstanding a 51% decline in travel revenue.

COVID-19 had a material impact on our travel related business which has led us to show you the business on a reported as well as an underlying basis. The underlying numbers excludes travel and gift cards, where travel revenue fell from 21% to 7% of total revenue in FY21.

Underlying revenue was up 54% to $20.1 million compared to FY20, demonstrating strong momentum in our underlying business.

In FY21, we delivered attractive growth on FY20 across our key performance metrics:

• new members of 331,000, with acquisition up 64% versus the prior calendar period;
• a 46% increase in active members on an underlying basis;
• a 32% increase in underlying frequency, with our members shopping, on average, 15.7 times a year on an underlying basis and 16.7 times a year in total.

A differentiated product

Our competitive point of difference is the combination of the quality of our product which we continue to invest in to maintain market leadership, and the critical mass that we have built up across both members and merchants. Through the year we

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have continued to roll-out product initiatives, including enhancements to our visual experience and UX, evolving onboarding journeys, and making strong progress against our personalisation agenda.

In addition, the significant product and technology investment needed to establish Cashrewards Max also delivered product and technology enhancements which will benefit all Cashrewards' members and merchants, and continued improvement of our member and merchant economics.

Powerful ecosystem

At Cashrewards, we create value by winning more members and encouraging them to 'shop now, and save now' on our platform more frequently. This delivers more value to brands which then delivers more compelling cashback offers, which in turn attracts even more members. It is this virtuous circle that sees us focus on creating an outstanding product. It is this product differentiation that supports our future growth as we continue to attack the significant white space from an underpenetrated category. The more compelling our product, the more value it delivers for each of our members, merchants, and strategic partners, which grows our sustainable competitive advantage, and we see it powering medium and long term returns.

Unlike typical e-commerce business that must constantly re-acquire to customers for future sales, Cashrewards' active members go on to shop multiple times over years of membership, delivering compelling lifetime value. Already our active members shop with us an average of 17 times per year. In FY21, product enhancements contributed to a pleasing increase in member engagement, evidenced by our customer lifetime increasing to 6 years (up almost a full year from the Prospectus ) and underlying frequency rising by 32% versus FY20.

Members acquired in FY21 only shopped with us on average 5.3 times versus the average of 17 times a year, and our FY15 cohort at more than 21 times.

This means that the benefits of the strong FY21 member growth and continued product and technology investment will not fully flow through until FY22 and beyond.

Accelerating growth through partnerships

Strategic partnerships offer an opportunity to step-change member acquisition and engagement at minimal cost to Cashrewards.

In July 2021, we executed a transformational agreement with ANZ which enabled the launch of Cashrewards Max™ in late August. Cashrewards Max™ is available to ANZ's ~4.7 million credit and debit card customers, and the parties have a shared ambition of having close to half a million active members by early FY23.

Further, the establishment of Cashrewards Max™ also saw us accelerate our ambitious product and technology agenda. As I said earlier, the significant product and technology investment needed to establish Cashrewards Max also delivered product and technology enhancements which will benefit all Cashrewards' members and merchants. One of these benefits included launching of eftpos tracking in-store, making it easier for our members to shop more and save now in-store.

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