Target's Statement

For personal use only

Cashrewards Target's Statement: Off-Market Takeover Offer by 1835i

12 November 2021: Cashrewards Limited (Cashrewards) (ASX:CRW) refers to its announcement on 22 October 2021 regarding the off-market takeover offer by 1835i Ventures Trusco III Pty Ltd in its capacity as trustee to the 1835i Ventures Trust III (1835i) for all of the ordinary shares it does not already hold in Cashrewards (Offer).

Cashrewards' Target's Statement in relation to the Offer (Target's Statement) is enclosed in accordance with section 633(1) item 14 of the Corporations Act 2001 (Cth). The Target's Statement will be served on 1835i and lodged with the Australian Securities & Investments Commission today.

For more information, please contact:
Investors	Media
Vanessa Beresford	James Tait
T: [phone]	T: [phone]
E:[e-mail]	E:[e-mail]

About Cashrewards

Australian-owned and operated, Cashrewards is the leading Australian cashback ecosystem, where members browse brands and offers and receive cashback on transactions by shopping online or in-store.

Cashrewards provides over one million members with a broad array of Cashback offers via its 1,800+1 Merchant Partners including Apple, Myer, Liquorland, Adidas, Bonds, Target, Booking.com and The Iconic.

These offers are funding by Cashrewards' merchant partners, who work with Cashrewards because of its unique proposition which drives best-in-market returns for brands on their marketing investment.

This ecosystem has driven more than $2.7 billion of TTV for merchant partners since its inception, translating into more than $120 million of cashback for members.2

Cashrewards was the first Pledge 1% business to list on the ASX, with children's charity the Starlight Foundation the key beneficiary. Since making the pledge, Cashrewards has donated more than $900,000 to the Foundation, helping more than 23,000 sick children and their families.

1. As at the end of Q1 FY22
2. As at the end of FY21

Cashrewards Limited	Page 1 of 1
Level 16, 1 Market Street, Sydney NSW 2000 Australia
ABN 72 150 888 136

For personal use only

Target's Statement

This Target's Statement has been issued in response to the off-market takeover bid made by 1835i Ventures Trusco III Pty Ltd (ACN 651 614 372) in its capacity as trustee of the 1835i Ventures Trust III (1835i) for all the ordinary shares in Cashrewards Limited (ACN 615 084 654) it does not already own.

THE CASHREWARDS DIRECTORS INDEPENDENT OF THE BIDDER UNANIMOUSLY RECOMMEND THAT YOU

ACCEPT

THE OFFER FROM 1835i, IN THE ABSENCE OF A SUPERIOR PROPOSAL.

The Independent Expert has concluded that the Offer is FAIR AND REASONABLE to Cashrewards Shareholders in the absence of a superior alternative proposal emerging.

This is an important document and requires your immediate attention.

If you are in doubt as to how to deal with this document, you should consult your financial or other professional adviser immediately.

Cashrewards Shareholders can call the Cashrewards Shareholder Information Line on 1800 220 771 (within Australia) or [phone] (outside Australia) if they require assistance.

Financial Adviser	Legal Adviser

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Important information

Key Dates

1835i's Bidder's Statement lodged with Cashrewards,	Monday, 1 November 2021
ASIC and ASX
Date of the Offer and commencement of Offer Period	Monday, 8 November 2021
Date of this Target's Statement	Friday, 12 November 2021
Date for 1835i to provide notice of status of Defeating	Thursday, 2 December 2021
Conditions*
Close of the Offer (unless extended or withdrawn**)	Friday, 10 December 2021

• If the Offer Period is extended, this date will be taken to be postponed for the same period. ** The closing date of the Offer may be extended as permitted by the Corporations Act.

Nature of this document

This document is a Target's Statement issued by Cashrewards Limited (ACN 615 084 654)

(Cashrewards or the Company) under Part 6.5, Division 3 of the Corporations Act in response to the Bidder's Statement dated 1 November 2021 issued by 1835i Ventures Trusco III Pty Ltd (ACN 651 614 372) in its capacity as trustee to the 1835i Ventures Trust III (1835i or the Bidder), under which 1835i has made an offer for all of Cashrewards Shares other than held by (Offer).

ASIC disclaimer

A copy of this Target's Statement has been lodged with ASIC on Friday, 12 November 2021. None of ASIC or any of its respective officers takes any responsibility for the content of this Target's Statement.

Defined terms and interpretation

Capitalised terms used in this Target's Statement are defined in Section 11. The rules of interpretation that apply to this Target's Statement are also set out in Section 11.

No account of personal circumstances

The Cashrewards Directors independent of the Bidder recommend that you read this Target's Statement and the Bidder's Statement in full and seek independent advice if you have any queries in respect of the Offer. The information contained in this Target's Statement does not constitute personal advice. In preparing this Target's Statement, Cashrewards has not taken into account the objectives, financial situation or needs of individual Cashrewards Shareholders. It is important that you consider the information in this Target's Statement in light of your particular circumstances. You should seek advice from your financial, legal or other professional adviser before deciding whether to accept or reject the Offer.

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Forward-looking statements

This Target's Statement contains forward-looking statements, including statements of current intention or expectation. As such forward-looking statements relate to future matters, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by such forward-looking statements.

None of Cashrewards or any of its Directors, officers or advisers give any representation, assurance or guarantee to Cashrewards Shareholders or any other person as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Target's Statement (including in the Independent Expert's Report) reflect views held only as at the date of this Target's Statement. Except as required by applicable law, Cashrewards does not undertake to update or revise these forward-looking statements nor any other statements (written or oral) that may be made from time to time by or on behalf of Cashrewards, whether as a result of new information, future events or otherwise.

Disclaimer as to information

The information on 1835i contained in this Target's Statement has been compiled from and prepared by Cashrewards using information obtained from 1835i or other publicly available information (including information contained in the Bidder's Statement) and has not been independently audited or verified by Cashrewards or its advisers. Accordingly, subject to the Corporations Act, Cashrewards does not make any representation or warranty (express or implied) as to the accuracy or completeness of such information. If any information obtained from 1835i or the public sources is inaccurate or incomplete, this may affect the information included in this Target's Statement. In particular, if the information has been used as the basis for forward-looking statements in this Target's Statement, this may add to the risk that actual values, results, performance or achievements will differ materially from those expressed or implied by the forward-looking statements.

Independent Expert's Report

The Independent Expert's Report has been prepared by the Independent Expert for the purposes of this Target's Statement and the Independent Expert takes full responsibility for that report. Neither Cashrewards nor any of its officers, employees or advisers assumes any responsibility for the accuracy or completeness of the Independent Expert's Report.

Foreign jurisdictions

The release, publication or distribution of this Target's Statement may be restricted by law or regulation in some jurisdictions outside Australia. Accordingly, persons outside Australia who come into possession of this Target's Statement should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Target's Statement has been prepared in accordance with Australian law and the information contained in this Target's Statement may not be the same as that which would have been disclosed if this Target's Statement had been prepared in accordance with laws and regulations outside Australia.

Privacy

Cashrewards has collected your information from the Cashrewards share register for the purpose of providing you with this Target's Statement. Such information may include the name, contact details and shareholdings of Cashrewards Shareholders and the names of persons appointed to act as proxy,

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attorney or corporate representative of Cashrewards Shareholders. Without this information, Cashrewards would be hindered in its ability to issue this Target's Statement.

The Corporations Act requires the name and address of shareholdings to be held in a public register. Personal information of the type described above may be disclosed on a confidential basis to Cashrewards and its Related Bodies Corporate, holders of Cashrewards Shares and external service providers (including the Share Registry), and may be required to be disclosed to regulators, such as ASIC. If you would like details of information about you held by Cashrewards, please contact us on the Cashrewards Shareholder Information Line as set out below.

Diagrams

Diagrams appearing in this Target's Statement are illustrative only and may not be drawn to scale.

Rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Target's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Target's Statement.

Cashrewards Shareholder Information Line

If you have any questions in relation to the Offer, please contact the Cashrewards Shareholder Information Line on 1800 220 771 (within Australia) or [phone] between 9am and 5.30pm (AEST) on Business Days.

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