Payfare Reaffirms its Recommendation that Shareholders Vote "FOR" the Transaction with Fiserv

Fiserv's all-cash offer provides highly attractive, certain, and immediate value to Payfare shareholders

Payfare's Board of Directors unanimously recommends shareholders vote "FOR" the proposed transaction with Fiserv

Leading proxy advisors ISS and Glass Lewis have also recommended shareholders vote "FOR" the proposed transaction with Fiserv

Payfare sets the record straight on inaccurate statements and omissions by Kingsferry

TORONTO, Feb. 12, 2025 /CNW/ - Payfare Inc. ("Payfare" or the "Company") (TSX: PAY) (OTCQX: PYFRF) today reiterated the unanimous recommendation of its Board of Directors (the "Board") that shareholders vote "FOR" the proposed arrangement agreement (the "Arrangement") with Fiserv, Inc. ("Fiserv") (NYSE: FI) and 1517452 B.C. Ltd. (the "Purchaser"), an affiliate of Fiserv.

The Company noted that:

• Fiserv's all-cash offer of CA$4.00 per share ("Share") is highly attractive and creates significant value for Payfare shareholders, reflecting a premium of ~90% to the closing price of the Shares on the TSX prior to the announcement (the "Unaffected Price")
• Payfare's highly qualified Board and special committee of independent directors (the "Special Committee") 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 standalone plan
• Kingsferry Capital Management Group Limited ("Kingsferry") has made numerous misleading assertions and omissions in its press release issued on February 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 CA$4.00 per Share offers a premium of ~90% to the Unaffected Price and ~92% 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%), average (45.7%) and 75th percentile (53.8%) premia 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 advisor, 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 a ~14% increase from Fiserv's indicative value of CA$3.50 per Share to its final CA$4.00 per Share offer, which exceeded all other proposals.

Eliminates Risk of Achieving Standalone 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 standalone plan, including its pipeline opportunities and determined that the transaction with Fiserv provides certainty against potential downside factors tied to Payfare achieving its standalone 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 standalone 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 favor of the Arrangement.

Meeting Upcoming on February 21st

The Meeting is scheduled to be held on February 21, 2025, at 11:00 A.M. (Toronto Time) and will be held virtually at https://web.lumiagm.com/238646522 using password "payfare2025". The deadline for receiving your completed proxy is February 19, 2025, at 11:00 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 email [email protected].

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 (the "Circular") and other meeting materials are available on SEDAR+ at www.sedarplus.ca under the Company's issuer profile and on https://corp.payfare.com/investors/.

About Payfare (TSX: PAY, OTCQX: PYFRF)

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

Fiserv, Inc. (NYSE: FI), 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™. Visit fiserv.com and follow on social media for more information and the latest company news.

Forward Looking Information and Forward-Looking Statements

Information in this release contains forward-looking information and forward-looking statements within the meaning of securities legislation. Forward-looking information and forward-looking statements are generally identifiable by use of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" or the negative of these words or other variations on these words or comparable terminology. Forward-looking information and forward-looking statements are based on assumptions of future events that the Company believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking information and forward-looking statements concerning the consideration to be paid to shareholders pursuant to the Arrangement, the ability of the Company and the Purchaser to consummate the Arrangement on the terms and in the manner contemplated by the Arrangement Agreement, the future trading price of the Shares, the holding and timing of the Meeting, and the prospects, strategic alternatives and competitive position of the Company. Such forward-looking information and forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied thereby. Such factors include, among others, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary Court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement, as well as other uncertainties and risk factors set out in the Circular and other filings made from time to time by the Company with the Canadian securities regulators, which are available on SEDAR+ at https://www.sedarplus.ca. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking information or forward-looking statements. The Company assumes no obligation to update or revise any forward-looking information or forward-looking statement, except as required by applicable securities law.

SOURCE Payfare Inc.

For further information please visit www.payfare.com or contact: Cihan Tuncay, Head of Investor Relations and Corporate Development, 1 [phone] [email protected].