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CUSCAL LIMITED AGM Information 2025

Oct 29, 2025

64619_rns_2025-10-29_89206147-a1e2-4969-adf0-b9ce77c9309c.pdf

AGM Information

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2025 AGM Moving Payments Forward. Together.

Elizabeth Proust, Chairman | Craig Kennedy, Managing Director | Cuscal Limited (ASX:CCL)

30 October 2025

IMPORTANT NOTICE

This presentation has been prepared by Cuscal Limited (ACN 087 822 455) ( Cuscal ). This presentation contains summary information about Cuscal and its subsidiaries as at the date of this presentation. The information in this presentation does not purport to be complete and is not intended to be used as the basis for making an investment decision. The information in this presentation should be read in conjunction with Cuscal’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange ( ASX ), which are available at www.asx.com.au. This presentation is not and does not form part of any offer, invitation, or recommendation in respect of securities. Any decision to buy or sell Cuscal securities or other products should be made only after seeking appropriate advice. Reliance should not be placed on information or opinions contained in this presentation and, subject only to any legal obligation to do so, Cuscal does not accept any obligation to correct or update them. This presentation does not take into consideration the investment objectives, financial situation or particular needs of any investor.

This presentation may contain certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, “believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance and any synergies of the combined businesses following the Acquisition of Indue are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this presentation are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of Cuscal, its directors and management. This includes statements about market and industry trends, which are based on interpretations of current market conditions.

Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. These statements may assume the success of Cuscal’s business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Readers are cautioned not to place undue reliance on forward-looking statements and except as required by law or regulation, none of Cuscal, its representatives or advisers assumes any obligation to update these forward-looking statements. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this presentation. The forward-looking statements are based on information available to Cuscal as at the date of this presentation. Except as required by law or regulation (including the ASX Listing Rules), none of Cuscal, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

To the fullest extent permitted by law, Cuscal and its subsidiaries, affiliates, related bodies corporate and their respective officers, directors, employees, agents and advisors make no representation or warranty (express or implied) as to the currency, accuracy, reliability, reasonableness or completeness of the information in this presentation and accept no responsibility for any information provided in this presentation, including any forward-looking information or statements, and disclaim any liability whatsoever (including, without limitation, for negligence) for any loss howsoever arising from any use of this presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this presentation.

The release, publication or distribution of this presentation in jurisdictions outside of Australia may be restricted by law and any such restrictions should be observed. This announcement has been prepared for release in Australia. The distribution of this announcement in jurisdictions outside Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable securities law. In particular, this announcement may not be distributed or released in the United States.

Authorised for release by the Board of Cuscal Limited

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2025 AGM - Welcome, Acknowledgement of Country, Quorum and Apologies

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Elizabeth Proust Independent Chairman

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2025 AGM – Notice of Meeting

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2025 AGM – Voting and Question Procedures

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2025 AGM – 2024 AGM Minutes

2025 AGM – Chairman’s Report

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2025 AGM – Managing Director’s Report

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Craig Kennedy Managing Director

Growth Across All Key Metrics

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+8%
22.6% 25% 13.2%
21.2% 12.0%
+6% 16.9% 20%
8.8%
4,277 5%
65.7
58.0 0% 38.4
3,952 32.9
41.2
3,728 5% 21.1
0%
FY23 FY24 FY25 FY23 FY24 FY25 FY23 FY24 FY25
Pro forma Adjusted Pro forma Adjusted Pro forma NPAT ($m) Pro forma NPAT
EBITDA ($m) EBITDA Margin (%) Margin (%)
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+16%
+56%
20.0
17.2
11.0
FY23 FY24 FY25
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10.5%
9.6%
6.4%
FY23 FY24 FY25
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9

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Better Together

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Strategically and Financially Compelling

  • $15-$20 million post tax annual run rate cost synergies[(1) ] || Run rate post synergy EPS Accretion 25%+[(2) ] || RoIC 20%+[(3) ]

Strategic Alignment

on business strategy and position in the Australian payments landscape, and greater revenue diversification through Indue’s existing Government clients.

Operating Efficiencies

delivered through reduced duplication in run, maintenance, compliance and corporate overhead costs.

Improved Resilience

across capital position, capabilities, cybersecurity and fraud monitoring that better positions the combined business to respond to heightened regulatory standards, complexity, and cost.

Client Benefits

from enhanced product and service offerings, operational efficiencies, and innovation at scale.

Cash Funded

with the combined entity to retain a strong balance sheet and regulatory capital.

Investment Capacity

increased that will enable greater innovation and investment in best-ofbreed resources and capabilities.

(1) $15-20 million post tax annual run rate cost synergies expected to be fully realised by FY29; (2) Run rate post synergy EPS accretion of 25%+ is expected once full realisation of synergies are achieved; (3) Return on Invested Capital (RoIC) is calculated by Indue’s FY25 NPAT added to FY29 run rate post tax synergies (together Return) divided by the transaction cash consideration post expected completion adjustments added to nonrecurring costs to execute the integration program (together Invested Capital).

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10

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Outlook

  • Focus on executing FY26 strategic priorities:

  • Client focused innovation and support across key capabilities.

  • Continued focus on risk and technology uplift.

  • Extend products to new segments and markets, including enhancing fraud prevention and data analytics capabilities.

  • Complete Indue Acquisition and commence integration.

  • Strong outlook maintained: mid-to-high single digit transaction volume growth expected to translate to low double-digit underlying NPAT growth.[(1)]

  • To ensure comparability, Cuscal intends to report underlying and statutory earnings.

11

​(1) Excluding timing impacts of Indue Acquisition on reported NPAT.

Formal Business

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2025 AGM – Item 1 Financial Reports

To receive and consider the Company’s Financial Report, Directors’ Report and the Independent Auditor’s Report for the financial year ended 30 June 2025.

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2025 AGM – Item 1 Questions

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2025 AGM – Item 2 Adoption of Remuneration Report To consider and, if thought fit, pass the following as a non-binding ordinary resolution:

“That the Remuneration Report for the Company as set out in the Directors’ Report for the year ended 30 June 2025 be adopted.”

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2025 AGM – Item 2 Questions

2025 AGM – Proxy Votes and Direct Votes for Item 2 Adoption of Remuneration Report

Resolution Details Resolution Details Proxy Instructions Proxy Instructions Proxy Instructions Proxy Instructions Percentage of
proxies FOR
the resolution
Resolution Resolution
type
For1 Against Undirected Total
Item 2: Adoption of
Remuneration Report
Ordinary 109,045,456
99.55%
489,406
0.45%
6,709
0.01%
109,541,571
57.18% IC
99.55%

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  1. Proxy instructions from affiliated parties and directed towards the Board are counted in favour of the resolution, in the ‘FOR’ category

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2025 AGM – Item 3 Re-election of Trudy Vonhoff as a Director To consider and, if thought fit, pass the following as an ordinary resolution:

“That Ms Trudy Vonhoff being eligible, offers herself for re-election and is hereby re-elected as a Director of the Company for a 3 year term commencing at the end of the 2025 AGM.”

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Trudy Vonhoff

Independent Non-Executive Director

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Trudy Vonhoff was appointed to the Cuscal Board on 10 April 2019. She is the Chairman of the Board Risk Committee and a member of the Board Audit Committee and the Board Remuneration and Nominations Committee.

She is an experienced Non-Executive Director and previously served as a director on the boards of Ruralco Holdings Ltd, AMP Bank Limited, Cabcharge Australia Limited; and Tennis NSW. Trudy also held senior executive positions with Westpac Banking Corporation and AMP Bank Limited.

Trudy brings to the Board strong financial, risk management and governance skills, together with deep experience in financial services.

Trudy holds a Bachelor of Business, a Master of Business Administration and is a Fellow of the Australian Institute of Company Directors and a Senior Fellow of FINSIA.

Other board roles currently held by Trudy include:

  • Credit Corp Group Limited (ASX: CCP) (Director and Chair of the Nomination Committee);

  • IRESS Limited (ASX: IRE) (Director and Chair of the Audit and Risk Committee);

  • Australian Cane Farms Limited (Director); and

  • Tennis Australia (Independent Member of the Nominations Committee).

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2025 AGM – Item 3 Questions

2025 AGM – Proxy Votes and Direct Votes for Item 3 Re-election of Trudy Vonhoff as a Director

Resolution Details Resolution Details Proxy Instructions Proxy Instructions Proxy Instructions Proxy Instructions Percentage of
proxies FOR
the resolution
Resolution Resolution
type
For1 Against Undirected Total
Item 3: Re-election of Trudy
Vonhoff as a Director
Ordinary 112,209,268
99.88%
124,118
0.11%
6,709
0.01%
112,340,095
58.64% IC
99.88%

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  1. Proxy instructions from affiliated parties and directed towards the Board are counted in favour of the resolution, in the ‘FOR’ category

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2025 AGM – Item 4 Approval of Cuscal Limited Long Term Incentive Plan

To consider and, if thought fit, pass the following as an ordinary resolution:

“That, for the purpose of Exception 13 of ASX Listing Rule 7.2, section 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, the Cuscal Limited Long Term Incentive Plan (LTI Plan) and future issues of securities under the LTI Plan, as described in the Explanatory Memorandum, be approved.”

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2025 AGM – Item 4 Questions

2025 AGM – Proxy Votes and Direct Votes for Item 4 Approval of Cuscal Limited Long Term Incentive Plan

Resolution Details Resolution Details Proxy Instructions Proxy Instructions Proxy Instructions Proxy Instructions Percentage of
proxies FOR
the resolution
Resolution Resolution
type
For1 Against Undirected Total
Item 4: Approval of Cuscal
Limited LTI plan
Ordinary 112,117,760
99.78%
235,949
0.21%
6,709
0.01%
112,360,418
58.65% IC
99.78%

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  1. Proxy instructions from affiliated parties and directed towards the Board are counted in favour of the resolution, in the ‘FOR’ category

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2025 AGM – Item 5 Approval of the grant of performance rights to Mr Craig Kennedy under the Cuscal Limited Long Term Incentive Plan in respect of FY26 Long Term Incentive To consider and, if thought fit, pass the following as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 10.14, and for all other purposes, approval be given for:

a) The issue to Mr Craig Kennedy, Managing Director, of 329,831 performance rights under the Cuscal Limited LTI Plan in respect of Mr Kennedy’s FY26 Long Term Incentive on the terms described in the Explanatory Memorandum; and b) The transfer or allocation of securities to Mr Kennedy upon vesting of the performance rights.”

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2025 AGM – Item 5 Questions

2025 AGM – Proxy Votes and Direct Votes for Item 5 Approval of the grant of performance rights to Mr Craig Kennedy under the Cuscal Limited Long Term Incentive Plan in respect of FY26 Long Term Incentive

Resolution Details Resolution Details Proxy Instructions Proxy Instructions Proxy Instructions Proxy Instructions Percentage of
proxies FOR
the resolution
Resolution Resolution
type
For1 Against Undirected Total
Item 5: Approval of the grant
of performance rights to Mr
Craig Kennedy under the LTI
Plan in respect of FY26 LTI
Ordinary 109,054,116
99.46%
590,746
0.54%
6,709
0.01%
109,651,571
57.24% IC
99.46%

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  1. Proxy instructions from affiliated parties and directed towards the Board are counted in favour of the resolution, in the ‘FOR’ category

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2025 AGM – Item 6 Increase in Non-Executive Directors’ fee pool To consider and, if thought fit, pass the following as an ordinary resolution:

“That, for the purpose of Rule 6.3 of Cuscal Limited’s Constitution and ASX Listing Rule 10.17, the maximum aggregate annual remuneration that may be paid by the Company as remuneration for the services of the Company’s Non-Executive Directors in any financial year commencing on or after 1 July 2025 be increased by $500,000, from $1,000,000 to $1,500,000.”

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2025 AGM – Item 6 Questions

2025 AGM – Proxy Votes and Direct Votes for Item 6 Increase in Non-Executive Directors’ fee pool

Resolution Details Resolution Details Proxy Instructions Proxy Instructions Proxy Instructions Proxy Instructions Percentage of
proxies FOR
the resolution
Resolution Resolution
type
For1 Against Undirected Total
Item 6: Increase in non-
Executive Directors’ fee pool
Ordinary 96,989,299
86.40%
15,254,410
13.59%
6,394
0.01%
112,250,103
58.60% IC
86.40%

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  1. Proxy instructions from affiliated parties and directed towards the Board are counted in favour of the resolution, in the ‘FOR’ category

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2025 AGM – General Questions

2025 AGM close

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