Announcement PDF NOTICE OF EXTRAORDINARY GENERAL MEETING FINDI LIMITED ACN 057 335 672 TIME: 10:00am (AEST) DATE: Monday, 20 April 2026 FORMAT: To be held virtually Important notice This Notice should be read in conjunction with the Explanatory Memorandum. The Explanatory Memorandum contains important information about the matters to be considered at the Extraordinary General Meeting of Findi Limited to assist Shareholders to determine how to vote on the Resolutions set out in this Notice. Should you wish to discuss any of the matters detailed in this Notice, please do not hesitate to contact the Company Secretary at findicosec@cdplus.com.au. 2 Contents Page Business of the Extraordinary General Meeting (setting out the proposed resolutions) 5 Explanatory Memorandum (explaining the proposed resolutions) 10 Glossary 17 Voting Form Attached Important Information Your vote is important The business of the Meeting affects your shareholding and your vote is important. Voting eligibility The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm AEST on 18 April 2026. Voting by proxy or online prior to Meeting The Meeting will be streamed live via webcast for Shareholders to view the Meeting and Shareholders attending online will be able to vote in real time and ask Directors questions online. The Company urges all Shareholders to please utilise the online facilities offered. To vote by proxy prior to the Meeting, you will need to appoint a proxy and either direct the proxy how to vote on each Resolution or allow the proxy to exercise their discretion in voting your shares. Proxies will be able to: — attend the Meeting in person, vote in accordance with their proxy instructions and ask Directors questions in person; or — view the live webcast of the Meeting, vote online in real time in accordance with their proxy instructions and ask Directors questions online. In accordance with section 249L of the Corporations Act, Shareholders are advised that: — each Shareholder has a right to appoint a proxy; and — the proxy need not be a Shareholder of the Company; and — a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholders’ votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Notice of Extraordinary General Meeting of Shareholders of Findi Limited Notice is given that an extraordinary general meeting of Shareholders of Findi Limited ACN 057 335 672 (Findi or the Company) will be held: • on Monday, 20 April 2026 at 10:00am (AEST) • to be streamed live for Shareholders to view and participate. Please see Important Information section below for details. 3 Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and if it does: — the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and — if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands; and — if the proxy is the Chair, the proxy must vote on a poll, and must vote that way (i.e. as directed); and — if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to Chair in certain circumstances Section 250BC of the Corporations Act provides that, if: — an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at the Meeting; and — the appointed proxy is not the Chair; and — at the Meeting, a poll is duly demanded on the Resolution; and — either of the following applies: o the proxy is not recorded as attending the Meeting; or o the proxy does not vote on the Resolution, the Chair is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting. Attending the Meeting Shareholders attending the Meeting virtually will be able to ask questions and the Company has made provisions for Shareholders who register their attendance before the start of the Meeting to also cast their votes on the proposed resolutions at the Meeting. The virtual meeting can be attended using the following details: When: Monday, 20 April 2026 at 10:00am AEST Topic: Findi Limited – Extraordinary General Meeting Registration link: https://cdandco.zoom.us/webinar/register/WN_ozdRJysoRkmKoiUwwQlRMw To attend the Meeting, attendees must register their attendance via the above registration link in order to receive the link to the virtual meeting. To vote at the Meeting, Shareholders must provide their exact shareholder registration details where requested in the online registration form (link above) to enable the Company to identify your holding on the members register. To the extent that a Shareholder provides incorrect or incomplete registration details in the online registration form, the Company may not be able to recognise votes cast at the Meeting by that Shareholder. Corporate representatives A Shareholder that is a body corporate may appoint an individual to act as its representative at the Meeting by providing a duly executed certificate of appointment of corporate representative (Certificate). Unless otherwise specified in the Certificate, the representative may exercise all or any of the powers that the body corporate may exercise at the Meeting or in voting on a Resolution. A Certificate is available upon request from the Share Registry. Appointments must be lodged in advance of the Meeting with the Company’s Share Registry. 4 BUSINESS OF THE EXTRAORDINARY GENERAL MEETING 1. RESOLUTION 1 – RATIFICATION OF ISSUE OF OPTIONS UNDER ASX LISTING RULE 7.4 To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: “THAT, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,235,295 Options to professional and sophisticated investors on the terms and conditions as set out in the Explanatory Memorandum.” A voting exclusion statement is set out in the table below. The Chair intends to vote all undirected proxies in favour of this Resolution. 2. RESOLUTION 2 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER ASX LISTING RULE 7.4 To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: “THAT, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 13,683,113 Shares to institutional and sophisticated investors on the terms and conditions as set out in the Explanatory Memorandum.” A voting exclusion statement is set out in the table below. The Chair intends to vote all undirected proxies in favour of this Resolution. 3. RESOLUTION 3 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES UNDER ASX LISTING RULE 7.1 To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 21,325,996 Shares pursuant to the Placement on the terms and conditions set out in the Explanatory Memorandum.” A voting exclusion statement is set out in the table below. The Chair intends to vote all undirected proxies in favour of this Resolution. 4. RESOLUTION 4 – APPROVAL OF ISSUE OF TAURUS CAPITAL OPTIONS UNDER ASX LISTING RULE 7.1 To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 3,000,000 Options to Taurus Capital Group Pty Ltd on the terms and conditions set out in the Explanatory Memorandum.” A voting exclusion statement is set out in the table below. The Chair intends to vote all undirected proxies in favour of this Resolution. 5. RESOLUTION 5 – APPROVAL OF ISSUE OF PLACEMENT SHARES TO NICHOLAS SMEDLEY, CHAIRMAN OF THE COMPANY To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an Ordinary Resolution: “THAT, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 720,000 fully paid ordinary shares to Nicholas Smedley, Chairman of the Company, (or his Associate) on the terms and conditions as set out in the Explanatory Memorandum.” 5 A voting exclusion statement is set out in the table below. The Chair intends to vote all undirected proxies in favour of this Resolution. 6. OTHER BUSINESS To transact any other business which may legally be brought before the Meeting. Dated: 18 March 2026 By order of the Board Shelby Coleman Company Secretary 6 Voting exclusions and prohibitions The table below sets out voting exclusion and prohibition statements applicable to each Resolution. Resolution(s) Voting exclusion statement (as required under the ASX Listing Rules) Voting prohibition (as required under the Corporations Act) Resolutions 1 and 2 The Company will disregard any votes cast in favour of any of these Resolutions by, or on behalf of, any person who participated in the issue of securities the subject of this Resolution or any of their Associates. However, the Company need not disregard a vote cast in favour of a Resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. N/A Resolution 3 The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of sophisticated and institutional investors who will participate in the Placement, or any of their respective Associates. However, this does not apply to a vote cast in favour of Resolution 3 by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a N/A 7 direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4 The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Taurus Capital, being the Lead Manager for the Placement, or any of its respective Associates. However, this does not apply to a vote cast in favour of Resolution 4 by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. N/A Resolution 5 The Company will disregard any votes cast in favour of Resolution 5 by, or on behalf of: • Nicholas Smedley or his Associate, who is expected to receive the securities as a result of the issue; N/A 8 • a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or • an Associate of that person or those persons described above. However, the Company need not disregard a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair of the Meeting to vote on the Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 9 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution. 1. RESOLUTION 1 – RATIFICATION OF ISSUE OF LOAN NOTE OPTIONS UNDER ASX LISTING RULE 7.4 1.1 Background On 8 August 2025, the Company issued 2,235,295 options on the terms set out in Annexure A (Loan Note Options) to professional and sophisticated investors pursuant to the Loan Note Raising as announced by the Company to ASX on 7 August 2025. 1.2 ASX Listing Rules 7.1 and 7.4 Broadly speaking, subject to certain exceptions prescribed under ASX Listing Rule 7.2, ASX Listing Rule 7.1 limits the number of securities that a company may issue, or agree to issue, without shareholder approval over any 12- month period to 15% of the total of the number of shares the company had on issue at the start of the 12-month period (15% Placement Capacity). At the time of issue, the issue of the Loan Note Options did not fall within any exception in ASX Listing Rule 7.2. As the issue has not yet been approved by Shareholders, the Loan Note Options are using up a part of the Company’s 15% Placement Capacity, reducing the Company’s capacity to issue further equity securities without shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the issue of the Loan Note Options. ASX Listing Rule 7.4 allows for shareholders to subsequently approve an issue of, or agreement to issue, securities, provided the issue or agreement did not breach ASX Listing Rule 7.1 at the time of issue or entry into the agreement. If Shareholders provide approval under ASX Listing Rule 7.4, the issue or agreement is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that Rule. The Directors consider it prudent to preserve the Company’s 15% Placement Capacity where possible so as to provide the Company with added flexibility to capitalise on potential future opportunities to issue equity securities. Shareholders are therefore being asked to ratify the issue of Loan Note Options under ASX Listing Rule 7.4, pursuant to Resolution 1. If this Resolution is passed, the 2,235,295 Loan Note Options will be excluded in calculating the Company’s 15% Placement Capacity, effectively increasing the number of equity securities the Company can issue without obtaining Shareholder approval over the 12-month period following the issue date of the Loan Note Options. If this Resolution is not passed, the Loan Note Options will be included in calculating the Company’s 15% Placement Capacity, effectively decreasing the number of equity securities it can issue without obtaining Shareholder approval over the 12-month period following the issue date of the Loan Note Options. 1.3 Information required under ASX Listing Rule 7.5 For the purpose of ASX Listing Rule 7.5, the following information is provided in relation to the issues of the Placement Shares: (a) the Loan Note Options were issued to professional and sophisticated non-related party investors who participated in the Loan Note Raising, none of whom are considered to have a material identity for the purposes of the ASX Listing Rules; (b) the number of Loan Note Options for which ratification is sought is 2,235,295; (c) the material terms of the Loan Note Options are summarised in Annexure A; (d) the Loan Note Options were issued on 8 August 2025; (e) the Loan Note Options were not issued for cash consideration. Four (4) Loan Note Options were issued for every seventeen (17) Loan Notes subscribed under the Loan Note Raising; (f) the Loan Note Options were issued as part of the consideration agreed with the Loan Noteholders in respect of their agreement to provide Loan Notes to the Company. Further details regarding the Loan Notes are set out in the Company’s ASX Announcement dated 7 August 2025. The funds raised from the issue of the Loan Notes were used to accelerate the BC Maxx Centre model in partnership with the Central Bank of India and for the continued expansion of Transaction Solutions International (India) Pvt Ltd Brown Label ATM (BLA) fleet; 10 (g) a voting exclusion statement is included in the Notice; and (h) the Loan Note Options were issued in connection with the Loan Note Raising and not under any agreement. 1.4 Board Recommendation The Board recommends that you vote in favour of Resolution 1. Each of the Directors currently intend to vote their respective shareholdings in favour of this Resolution. 2. RESOLUTION 2 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER ASX LISTING RULE 7.4 2.1 Background On 2 March 2026, the Company announced that it had received binding commitments for a A$25 million institutional placement to sophisticated and institutional investors (Placement). The Placement will result in the issue of approximately 35,714,286 fully paid ordinary shares (Placement Shares) at an issue price of $0.70 per Placement Share, representing a 12.5% discount to the last traded price of $0.80 on 25 January 2026 and a 7.22% discount to the 5-day Volume Weighted Average Price (VWAP). The Placement will be conducted in two Tranches: • on 13 March 2026, the Company issued 13,683,113 Shares (Tranche 1 Placement Shares) to sophisticated and institutional investors under the Company’s available placement capacity pursuant to ASX Listing Rule 7.1 and 7.1A; and • 21,325,996 Shares (Tranche 2 Placement Shares) will be issued subject to sophisticated and institutional investors shareholder approval at this meeting, as detailed under Resolution 3. The Tranche 1 Placement Shares were issued by utilising the Company’s existing capacity under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A, with 7,270,438 of these Tranche 1 Placement Shares issued pursuant to ASX Listing Rule 7.1 and 6,412,675 of these Tranche 1 Placement Shares having been issued under ASX Listing Rule 7.1A. 2.2 ASX Listing Rules 7.1 and 7.1A Broadly speaking, subject to certain exceptions prescribed under ASX Listing Rule 7.2: • ASX Listing Rule 7.1 limits the number of securities that a Company may issue, or agree to issue, without shareholder approval over any 12-month period to its 15% Placement Capacity; and • ASX Listing Rule 7.1A provides that an ‘eligible entity’ can seek approval from its shareholders to increase this 15% limit by a further 10% to 25% (Additional 10% Capacity). At the Company’s annual general meeting held on 28 August 2025, the Company sought and obtained the approval of its Shareholders under ASX Listing Rule 7.1A for the Additional 10% Capacity. At the time of issue, the issue of the Tranche 1 Placement Shares did not fall within any exception in ASX Listing Rule 7.2. As the issue has not yet been approved by Shareholders, the Tranche 1 Placement Shares are using up part of the Company’s 15% Placement Capacity and part of the Additional 10% Placement Capacity, thereby reducing the Company’s capacity to issue further equity securities without shareholder approval under ASX Listing Rule 7.1. The Company considers it prudent to retain as much flexibility as possible to issue additional equity securities in the future to enable the Company to capitalise on potential future opportunities to raise capital or acquire assets without the cost and delay in obtaining Shareholder approval for such issues under ASX Listing Rule 7.1. ASX Listing Rule 7.4 allows for shareholders to subsequently approve an issue of, or agreement to issue, securities, provided the issue or agreement did not breach ASX Listing Rule 7.1 at the time of issue or entry into the agreement. If Shareholders provide approval under ASX Listing Rule 7.4, the issue or agreement is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that Rule. A note to ASX Listing Rule 7.4 also provides that an issue made in accordance with ASX Listing Rule 7.1A can be approved subsequently under ASX Listing Rule 7.4 and, if it is, the issue will then be excluded from variable “E” in ASX Listing Rule 7.1A.2 (which means that the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1A is not reduced). 11 If this Resolution is passed, the Tranche 1 Placement Shares will be excluded in calculating the Company’s 15% Placement Capacity and Additional 10% Capacity, effectively increasing the number of equity securities the Company can issue without obtaining Shareholder approval over the 12-month period following the issue date of the Tranche 1 Placement Shares. If Resolution 2 is not passed, the Tranche 1 Placement Shares will be included in calculating the Company’s 15% Placement Capacity and Additional 10% Capacity, effectively decreasing the number of equity securities it can issue without obtaining Shareholder approval over the 12-month period following the issue date of the Tranche 1 Placement Shares. To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of Tranche 1 Placement Shares for the purposes of ASX Listing Rule 7.4. 2.3 Information required under ASX Listing Rule 7.5 For the purpose of ASX Listing Rule 7.5, the following information is provided in relation to Resolution 2: (a) the Tranche 1 Placement Shares were issued to institutional and sophisticated non-related party investors who participated in the Placement, none of whom are considered to have a material identity for the purposes of the ASX Listing Rules; (b) the number of Tranche 1 Placement Shares for which ratification is sought is 13,683,113; (c) the Tranche 1 Placement Shares are Shares which rank pari passu with the other Shares on issue and which are on the same terms as the other Shares on issue; (d) the Tranche 1 Placement Shares were issued on 13 March 2026; (e) the Tranche 1 Placement Shares were issued for cash consideration at a price of $0.70 per Tranche 1 Placement Share; (f) the funds raised by the issue of the Tranche 1 Placement Shares will be used to: (i) support execution of refinancing initiatives at TSI, which are expected to unlock approximately A$33.25m1 / INR 191.2 crore of restricted cash and materially reduce gross debt and annual interest costs by c.A$3.0m; (ii) provide growth capital to immediately restart deployment of the SBI and CBI Brown Label ATM rollout programs and support the ramp-up cycle across the deployed portfolio; (iii) support commencement of the UBI rollout in the second half of 2026; (iv) enhance platform liquidity to drive BankIT transaction volumes and enabling twice-daily White Label cash indents to support increased daily transaction throughput; and (v) progress targeted IPO financial metrics and preparations for the proposed Indian IPO; (g) a voting exclusion statement is included in the Notice; and (h) the Tranche 1 Placement Shares were issued pursuant to commitment letters that contained standard terms for the issue of Shares. 2.4 Board Recommendation The Board recommends that you vote in favour of Resolution 2. Each of the Directors currently intend to vote their respective shareholdings in favour of this Resolution. 3. RESOLUTION 3 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES UNDER ASX LISTING RULE 7.1 3.1 Background As detailed in section 2.1 of this Explanatory Memorandum, the Placement was agreed to be conducted in two tranches. Resolution 3 seeks Shareholder approval in respect of the proposed issue of the Tranche 2 Placement Shares to sophisticated and institutional investors identified by the Lead Manager to participate in the Placement. 3.2 ASX Listing Rule 7.1 A summary of ASX Listing Rule 7.1 is set out in section 2.2 of this Explanatory Memorandum. The proposed issue of the Tranche 2 Placement Shares does not fall within any of the exceptions prescribed under ASX Listing Rule 7.2 and if Resolution 2 is not approved, the issue of the Tranche 2 Placement Shares would 12 exceed the Company’s 15% Placement Capacity and Additional 10% Capacity. Accordingly, the issue of the Tranche 2 Placement Shares requires the approval of the Company’s Shareholders under ASX Listing Rule 7.1. If Resolution 3 is passed, the Company will be able to proceed with the issue of the Tranche 2 Placement Shares. In addition, the Tranche 2 Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under ASX Listing Rule 7.1. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Tranche 2 Placement Shares and the growth and progress that the Company hoped to achieve from the Placement will be diminished accordingly. The Company considers it prudent to retain as much flexibility as possible to issue additional equity securities in the future to enable the Company to capitalise on potential future opportunities to raise capital or acquire assets without the cost and delay in obtaining Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolution 3 seeks Shareholder approval to approve the issue of Tranche 2 Placement Shares for the purposes of ASX Listing Rule 7.1. 3.3 Information required under ASX Listing Rule 7.3 For the purpose of ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3: (a) the allottees are new and existing institutional and sophisticated non-related party investors who the Lead Manager has identified for participation in the Placement, none of whom are considered to have a material identity for the purposes of the ASX Listing Rules; (b) the maximum number of Tranche 2 Placement Shares to be issued is 21,325,996 fully paid ordinary shares; (c) the Tranche 2 Placement Shares are Shares which will rank pari passu with the other Shares on issue and which are on the same terms as the other Shares on issue; (d) they Company expects that the Tranche 2 Placement Shares, the subject of this Resolution, will be issued within 5 days of the Meeting, and in any event, by no later than 3 months after Shareholder approval is obtained at the Meeting (or otherwise, as determined by the ASX in the exercise of its discretion); (e) the Tranche 2 Placement Shares will be issued for cash consideration of $0.70 per Tranche 2 Placement Share; (f) the funds raised by the issue of the Tranche 2 Placement Shares will be used to: (i) support execution of refinancing initiatives at TSI, which are expected to unlock approximately A$33.25m1 / INR 191.2 crore of restricted cash and materially reduce gross debt and annual interest costs by c.A$3.0m; (ii) provide growth capital to immediately restart deployment of the SBI and CBI Brown Label ATM rollout programs and support the ramp-up cycle across the deployed portfolio; (iii) support commencement of the UBI rollout in the second half of 2026; (iv) enhance platform liquidity to drive BankIT transaction volumes and enabling twice-daily White Label cash indents to support increased daily transaction throughput; and (v) progress targeted IPO financial metrics and preparations for the proposed Indian IPO; (g) the Tranche 2 Placement Shares will be issued pursuant to commitment letters th