Mr. Cihan Tuncay reports

PAYFARE REAFFIRMS ITS RECOMMENDATION THAT SHAREHOLDERS VOTE "FOR" THE TRANSACTION WITH FISERV

Payfare Inc. has reiterated the unanimous recommendation of its board of directors that shareholders vote for the proposed arrangement agreement with Fiserv Inc. and 1517452 B.C. Ltd., an affiliate of Fiserv.

The company noted that:

• Fiserv's all-cash offer of $4 per share is highly attractive and creates significant value for Payfare shareholders, reflecting a premium of approximately 90 per cent to the closing price of the shares on the Toronto Stock Exchange prior to the announcement (the unaffected price).
• Payfare's highly qualified board and special committee of independent directors led a robust and exhaustive process that resulted in a proposal from Fiserv that exceeded all other proposals.
• Fiserv's offer delivers superior value over all other potential paths, including Payfare's stand-alone plan.
• Kingsferry Capital Management Group Ltd. has made numerous misleading assertions and omissions in its press release issued on Feb. 11, 2025, and has not put forward an alternative plan or better offer.

Highly attractive and significant value for Payfare shareholders

Fiserv's all-cash offer of $4 per share offers a premium of approximately 90 per cent to the unaffected price and approximately 92 per cent to the 60-day volume-weighted average trading price on that date. The all-cash consideration provides certainty of value and immediate liquidity to Payfare shareholders at closing, eliminating exposure to future market volatility. The premium is well above the median (38.9 per cent), average (45.7 per cent) and 75th percentile (53.8 per cent) premiums for comparable transactions over the past five years.

Comprehensive board-led strategic review process

Payfare's board and special committee, with the assistance of its financial adviser, thoroughly explored and evaluated several acquisition, commercial partnership and sale opportunities as part of a robust strategic review process announced in September, 2024. The outcome reflects a comprehensive, rigorous and competitive negotiation process conducted at arm's length under the oversight of the special committee, ensuring the best possible outcome for Payfare shareholders. The board's effective oversight resulted in an approximately 14-per-cent increase from Fiserv's indicative value of $3.50 per share to its final $4 per share offer, which exceeded all other proposals.

Eliminates risk of achieving stand-alone plan

Payfare's board reviewed Fiserv's proposal taking into account Payfare's financial condition, future prospects, strategic options, competitive position and market risks. The board considered the risks involved in Payfare achieving its stand-alone plan, including its pipeline opportunities and determined that the transaction with Fiserv provides certainty against potential downside factors tied to Payfare achieving its stand-alone plan.

Misleading claims and omissions from Kingsferry

The press release issued by Kingsferry, whose co-founder, Hugo Chan, is a former director of Payfare, contains misleading information and risks depriving shareholders of the opportunity to realize a significant premium on their investment. Payfare clarifies:

• Kingsferry publicly announced its support of Payfare's board and management following the company's announcement of its strategic review and never raised any concerns or objections throughout the process.
• Payfare's strategic review process incorporated all stand-alone prospects, including its pipeline, which has not progressed since the update the company provided with Q3 2024 results.
• Ironically, Mr. Chan, during his time as a Payfare board member, voted to approve many of the ordinary course compensation arrangements for the company's board and executives that he now criticizes, all of which have been publicly disclosed to investors.
• Kingsferry and Mr. Chan have not put forward any alternative plan or better offer.

The board unanimously believes the Fiserv transaction is in the best interests of Payfare and is fair to its shareholders and strongly recommends shareholders vote in favour of the arrangement.

Meeting coming on Feb. 21, 2025

The meeting is scheduled to be held on Feb. 21, 2025, at 11 a.m. Toronto time, and will be held virtually (using password "payfare2025"). The deadline for receiving your completed proxy is Feb. 19, 2025, at 11 a.m. EST, being not later than 48 hours before the meeting (excluding any day which is not a business day).

If you have any questions or need assistance in your consideration of the arrangement or with the completion and delivery of your proxy, please contact Kingsdale Advisors, at 1-866-581-1490 (North America toll-free), text or call 416-623-2513, or e-mail contactus@kingsdaleadvisors.com.

If you did not receive your voting package or control number with instructions to vote, please reach out to customer support for the broker you deal with who holds your shares to obtain it.

The company's management information circular and other meeting materials are available on SEDAR+ under the company's issuer profile and on Payfare's website.

About Payfare Inc.

Payfare is a leading, international earned wage access company powering instant access to earnings through an award-winning digital banking platform for today's work force. Payfare partners with leading e-commerce marketplaces, payroll platforms and employers to provide financial security and inclusion for all workers.

About Fiserv Inc.

Fiserv, a Fortune 500 company, aspires to move money and information in a way that moves the world. As a global leader in payments and financial technology, the company helps clients achieve best-in-class results through a commitment to innovation and excellence in areas, including account processing and digital banking solutions; card issuer processing and network services; payments; e-commerce; merchant acquiring and processing; and the Clover cloud-based point-of-sale and business management platform. Fiserv is a member of the S&P 500 Index and is one of Fortune World's Most Admired Companies.

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