FUNDRAISE

Summer 2014

Disclaimer

• None of the Members and Partners of Hybridan LLP (“Hybridan”) acting as broker to the Company nor any of their directors, officers, employees, agents, affiliates or representatives or advisers or any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information or opinions contained in this document. Nothing contained herein should be relied upon as a promise or representation as to the future. None of Hybridan nor their respective members, directors, officers, employees, agents, affiliates or representatives or advisers nor any other person accepts any obligation or responsibility to advise any person of changes in the information set forth herein after the date hereof. Hybridan is acting for the Company in respect of the Fundraising and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Hybridan nor for providing advice in relation to the Fundraising or any other matter referred to herein. Further, Hybridan has not authorised the contents of, or any part of, this document. To the fullest extent permitted by law, none of Hybridan (nor their respective members, directors, officers, employees, agents or representatives) nor any other person accepts any liability whatsoever for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this document or its contents or otherwise in connection with the subject matter of this document or any transaction. The contents of this Presentation are not to be construed as legal, financial or tax advice.

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About Paythru

Paythru is the unique implementation of proven technologies to create a revolutionary new product.

• Paythru is an m-commerce payment and marketing platform that turns the consumer’s mobile device into a personal, POS payment device. Our agile, scalable payment infrastructure enables us to process:  Cards  Vouchers, coupons  Bank transfers and local payment types  Cash  Wallets  Credit • •

PCI compliance

Paythru is compliant to the highest industry standard, PCI DSS Level 1, enabling ‘one click‘ checkout and complete security of personal details.

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The Management Team

Keith Brown – Founder and CEO

Keith was a founder of Paythru in 2007. At the time he was running one of the UK's leading database and direct marketing companies in the UK Financial Services sector, KBA Marketing, which he also founded. KBA counted Dixons Store Group, N Brown Group, B&Q and Royal British Legion amongst its many blue chip clients. Prior to that Keith set up the financial services arm of Grattan and Next group in the late 1980's after having senior Corporate Development roles at Target Life over a 3 year period when the business was substantially re engineered and then sold by its private equity backers to TSB for £230m. He started his career with Lloyds of London and after qualifying as a Company Secretary worked for BET Group and BUPA in that capacity.

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Paul Fullagar – Chairman

Paul is a serial entrepreneur who has had over 23 years in the software industry after an early successful career in the City and International Shipping. He was chairman and principal shareholder of Staffware plc which he built up over 12 years. It became the leading international business process software company which was successfully sold to TIBCO. In addition he chaired Financial Objects plc, a banking software company, which he successfully sold to Temenos, and is currently chairman of Brady plc, a software company specialising in commodity trading. Paul has a number of strategic investments also in private IT companies, as well as a wide range of other business interests. He is a business graduate and Chartered Management Accountant.

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Rupert Potter – Operations Director

Rupert has held a variety of management positions both within IT suppliers and the IT departments of large corporates. His broad management experience includes building and selling two start-ups (£22m and £3m revenue); managing 6 acquisitions (sale, due diligence and integration from both buy side and sell side); managing a multinational delivery team of 240 staff; and sale and delivery of large outsourcing contracts. He holds an MBA from Henley Management College.

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The Management Team

Vicki Robbins – Director of Sales

Vicki joined Paythru in 2009 after working as Account Director at KBA Marketing for 10 years. After starting her career in marketing, Vicki progressed to KBA in an account and project management role and went on to lead a team of 6. Vicki’s skills in account development and building partner relationships have seamlessly transferred to her role within Paythru. Vicki is qualified in Business and Marketing.

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John Shackleton – Non- Executive Director

John specialises in taking multimillion dollar companies and turning them into billion dollar companies. As CEO and President of OpenText he grew the company revenues from $60 million to $1.2 billion and increased the stock price from $6 to over $60. John also made a significant contribution during his tenure as Vice President of Professional Services for the Central U.S. and South America at Sybase Inc. In addition to his roles at OpenText and Sybase Inc, John was Vice President of Professional Services at Oracle, President of the Platinum Solutions Division of Platinum Technologies from July 1996 to July 1998, Vice President of Worldwide Consulting at View Star Corporation and during the last 5 years served as director of BioWisdom Ltd.

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Mark Campion – Non-Executive Director

Mark joined Campion Willcocks & Associates Ltd in 1988 eventually taking over as Managing Director and assuming overall responsibility for the business in 1994. Today he works at senior executive and board level, managing relationships and helping clients to identify, understand and address the change management issues they face. Mark is an original investor in the US based NYLO Hotel chain. He is also an investor and adviser to both Paythru and Active Navigation, an intelligent data archive software business. Mark is Vice Chairman of Fields in Trust (FTF), a FRIEND of the Mary Rose Trust and has recently joined the Advisory Board of Imagine Sports Limited.

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The Management Team

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June Klein – Non–Executive Director June specialises in UK-US enterprise development, global FinTech ecosystems and New York City business launches. As CEO of Technology & Marketing Ventures, Inc., she helps clients prosper from changing competitive landscapes by formulating, integrating and executing strategies that solve customer pain-points in mobile payments and behavioral marketing. She creates Electronic BoardroomTMVi® Solutions in networks, education, database, television, consultancy and newsletters.

Previously, she held executive positions at JPMorganChase, Citigroup, Merrill Lynch, Federal Reserve, IBM and Wang Labs. She is grounded with an MBA in Finance/Marketing, advanced training in Computer Science and certificates in Corporate Governance.

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Its About Offline To Online

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Market Positioning

MOBILE BANKING/MONEY TRANSFER Conduct transactions on a mobile device MOBILE GENERATED COMMERCE Payments & shopping on a mobile MOBILE MARKETING Promotional activity on the mobile M-POS Use of phone/tablet as POS substitute = white label

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Ignite

• We work with merchants to generate customers, transactions and bigger basket size.

• Our integrated marketing platform, Ignite, offers an innovative and adaptable next generation contextual marketing platform and payments proposition for the global retail sector… proven to be significantly more effective than existing promotional methods.

• Ignite combines five key features to deliver a comprehensive multi-channel, multi device solution: • Precise geo-location - Enables real-time tracking, without battery drain, and delivery of relevant promotions • Optimised customer targeting - Target offers to consumers by demographic profile, past behaviour, stated preferences, time period • Mobile payments - Enables real-time payments and integration for click & collect, redemption • Flexible, customisable front end - The App can be standalone or integrated with existing Apps and branded as required • Easy-to-use dashboard - Content and promotions can be managed by a host or directly by merchants with real-time analysis of click-thrus, redemption, yield etc.

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Paythru

• Our goal is to make the mobile handset the transaction and payment device of choice…. For both consumers and merchants. To do this we deliver 3 key benefits:  Simple payments - Easy-to-use, secure, trusted and familiar means of paying  Increased volumes - Increase transaction volumes or basket size for merchants  Reduced costs - Reduce the costs and risks of transacting through the mobile channel for both • We have identified some key sectors: 10

Paythru Distribution Overview

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Our Partners

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Overview – Business Drivers Ignite PCI Platform Authentication

Drives customers and basket size (ATV) Processes transactions and drives data collection Reduces risk of payment and delivery fraud and drives lower transaction cost

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3 Year Strategy

2014

• Float the Company on AIM in the autumn • Acquire IPR and Revenue streams for “Deal Devil” from M2B – conditional on IPO • Close “blue chip” Pipeline of Ignite prospects • Focus on delivering Business Plan in UK/Europe • Tier 1/Tier 2 retail base generating critical mass of transactions (10m+) • Support for organic growth in South Africa – X25 macro growth projection in 3 years – Market dominance possible without acquisition • Build partnerships in emerging tech sectors of authentication – Biometrics – Real-time multi factor verification – Next gen fraud • Explore US/Asia 14

3 Year Strategy

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2015-2016

• Review UK (EU) acquisitions to build transactional “big data” • On-line PSP’s • Consultancy • Data owners • Review acquisition/investment in companies in authentication sector • Optimise value of transactional data • Create additional margin from “arbitrage” on transaction volume • “back sell” into other digital channels 15

Highlights Profit & Loss Year Ending 30 April

Revenue Cost of Revenue Gross Profit / (Loss) Growth Gross Margin Overheads Operating Profit / (Loss) Operating Margin

2014

Forecast £’000 171 307 (136) -79.5% 1509 (1,645) -962.2%

2015

Projection £’000 884 520% 459 425 48% 1715 (1290) -146%

Note :2015 Forecast subject to Board and Nomad sign off

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Balance Sheet as at 28

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February 2014

Fixed Assets

Equipment Leasehold Trade Marks IPR Software

Current Assets

Trade Debtors Prepayments Accrued Income Corporation Tax (R&D) VAT Cash

Current Liabilities

Trade Creditors PAYE Payroll Short Term Loans RS Shares Other Creditors & Accruals Net Current Assets

Long Term Liabilities

Loan Stock

Net Assets Reserves

Share Capital Reserves P&L this year

Net Worth £

23,008 51,264 21,712 153,444 249,428 51,831 87,501 15,500 11,091 5,237 171,160 590,681 2,061 1,111,735 50,519 281,991 2,036,987 -1,865,827 750,000 -2,366,399 3,850,813 -4,797,367 -1,419,845 -2,366,399 Short Term Loans

Row Labels

Paul Fullager John Shackleton

Grand Total Values Sum of Balance

880,044

Sum of Interest

51,382 179,402

1,059446

6,724

58,106

Loan Stock (converted to equity 30 th April 14)

Row Labels

Arnie Iversen Mike Fuller Paul Fullagar

Grand Total Values Sum of Balance

50,000

Sum of Interest

7,114 300,000 400,000

750,000

70,052 90,012

167,179

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Shareholders

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Paul Fullagar Keith Brown Mike Fuller Arnie Iversen Gordon Aveline Ronan Donohoe Michael Biddulph Ian Horsley June Klein – 29.0% – 12.5% – 10% – 4.5% – 3.5% – 3% – 3% – 3% – 2.4%

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Use of funds:

£2 million pre IPO funding for working capital

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Cap Table

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Case Study 1 – Jamie Oliver – e-vouchers

Jamie’s Italian and Jamie Oliver’s Fifteen now have vouchers available on their websites. Recipients simply register and activate their voucher before use in the Jamie Oliver restaurant.

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Case Study 2 – Contextual Marketing Mobile Commerce Platform

A targeted promotional and payment platform. Targeted in terms of who receives each promotion, when they receive them and where each promotional message is triggered.

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Case Study 3 – Orderella – Pay@seat

An app that allows you to order and pay for food and drinks via your smartphone, which is then either brought to your table or you can collect from the bar.

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Global Case Study 1 - Turkey

• Paythru has developed some specific features to take advantage of certain unique aspects of the Turkish payments markets, including: • • •

Taksit (Instalment Payment System)

Paythru provides a full featured, mobile optimised Taksit system that can be managed by the merchant.

Acquirer routing

For merchants who have accounts with multiple banks, the Paythru platform will route transactions according to customised rules.

Bank integration

Paythru supports payments into all major banks in Turkey.

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Shopamani & Mudo

• The app allows Mudo customers to scan items as they shop, checkout without queuing and collect loyalty points and offers.

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Global Case Study 2 – South Africa

Paythru offers a number of additional capabilities which give the South African merchant a complete payment solution: • • • • •

AMT (Authenticated Mobile Transactions)

Known as ‘payD’, this special payment type enables merchants to accept payment by debit and credit cards over the internet and mobile internet with no risk of repudiation.

Credit

Enables merchants to access all major credit cards over the internet and mobile.

EFT (Electronic Funds Transfer)

Paythru offers a consolidated EFT solution for near real-time reporting and consolidation, thus eliminating the large amount of manual reconciliation and order delays many merchants currently experience.

South African e-wallets

Paythru is integrated with a number of local South Africa wallet schemes so that payments can be made directly to the merchant.

Groupon

• Paythru’s South African client, Groupon, opted to include EFT as a payment method in their shopping portal due to the intuitive reporting and reconciliation offered by our solution.

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Customer Reporting – Paythru Insight

• Paythru Insight is a web-based back office portal that stores all transactional details which can be exported into excel, PDF or CSV reports to enable stock and payments reconciliation.

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Contact us

Address

Paythru Ltd. Bell Lane Office Village Bell Lane Amersham Buckinghamshire HP6 6GL •

Email

[email protected]

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Phone

+44 (0)1494 415161 •

Online

www.paythru.com

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