An anonymous director reports

ISS REITERATES RECOMMENDATION THAT PAYFARE SHAREHOLDERS VOTE "FOR" THE ARRANGEMENT WITH FISERV

Institutional Shareholder Services Inc. (ISS) has reaffirmed its recommendation that Payfare Inc. shareholders vote for the proposed arrangement agreement with Fiserv Inc. (NYSE: FI) and 1517452 B.C. Ltd. (the purchaser), an affiliate of Fiserv.

• Leading proxy adviser reaffirms its recommendation that shareholders vote for the proposed transaction with Fiserv.
• Arrangement provides an attractive premium and provides superior value to all other prospects including the stand-alone plan.
• Avoid losing certainty of value by voting your management proxy in advance of the deadline on Feb. 19, 2025, at 11 a.m. ET.
• For questions or help with voting, call Kingsdale Advisors at 1-866-581-1490 (North America toll-free) or 416-623-2513 (text and call enabled outside North America), or e-mail contactus@kingsdaleadvisors.com.

ISS reiterated its position following a press release containing inaccurate statements and omissions issued by Kingsferry Capital Management Group Ltd., whose co-founder is a former Payfare director. In confirming its recommendation to vote for the resolution, ISS found that the "transaction carries an attractive premium, follows a robust process and provides superior value to all other prospects including the standalone plan," and that "the dissident has not suggested any alternatives for the company to pursue."

As the company noted in its press release issued Feb. 12, 2025, the board of directors unanimously recommends that shareholders vote for Fiserv's all-cash offer of $4.00 per share. The offer represents a premium of approximately 90 per cent to the share price and 92 per cent to the 60-day volume-weighted average price on the TSX (Toronto Stock Exchange) prior to the announcement.

Payfare's board and a special committee of independent directors 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 approximate 14-per-cent increase from Fiserv's indicative value of $3.50 per share to its final $4.00 per share offer, which exceeded all other proposals.

The board agrees with ISS that not approving the arrangement could jeopardize shareholders' ability to secure this substantial premium and the certainty of value it offers against potential downside factors tied to Payfare achieving its standalone plan. Payfare thanks shareholders who have already voted their shares for the arrangement, and encourages those who have not yet voted to act immediately to secure certainty of value.

Act now. Vote today.

Do not miss your last chance. The completed management proxy must be received no later than Feb. 19, 2025, at 11 a.m. ET, to make your vote count.

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.

If you have any questions or need assistance in your consideration of the arrangement or with the completion and delivery of your management 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 workforce. Payfare partners with leading e-commerce marketplaces, payroll platforms and employers to provide financial security and inclusion for all workers.

About Fiserv Inc.

Fiserv 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 50 Index and is one of Fortune World's Most Admired Companies.