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MONEYME LIMITED M&A Activity 2021

Dec 16, 2021

65350_rns_2021-12-16_d6182ad4-875f-41a9-80a6-b459b81d94b3.pdf

M&A Activity

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MoneyMe Acquisition of SocietyOne

December 2021

Copyright 2021 | MoneyMe Limited | ACN 636 747 414 | Australian Credit Licence Number 442218

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Societ One Ac uisition Hi hli hts y q g g

72% increase in MoneyMe loan book size to $934m[1] (Nov-21)

  • 86% increase in MoneyMe FY21 combined, pro forma revenue[2]

  • $146m in annualised[3] revenue (a 63% increase for MoneyMe) based on combined 1Q FY22 unaudited results (combined, pro forma)

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  • $17m per annum in pre-tax cost synergies[4]

Greater than $15m per annum in pre-tax revenue synergies[4]

Revenue per share accretive in FY23[5]

Material uplift in cash profitability of the group in future years following the combination and synergies

Increase average Equifax score from 656 to 685

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  • Significant operating leverage through consolidation onto MoneyMe’s Horizon platform

  • Large incremental revenue opportunity through marketing of MoneyMe products to SocietyOne’s high quality and differentiated customer base, improved SocietyOne customer experience and unlocking new distribution strategies

Power of $2bn+ of combined customer origination data for credit underwriting, marketing and customer behaviour analysis

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Funding diversity and securitisation program acceleration

  1. Loan book includes both SocietyOne’s on and off-balance sheet GLA of $392m

  2. Pro forma metrics treat loans originated by SocietyOne but funded off balance sheet under SocietyOne’s discontinued peer to peer funding program as though they are funded on SocietyOne balance sheet. The peer to peer funding program has been discontinued and now all loans originated by SocietyOne are funded on balance sheet, with the transition expected to be largely complete by FY24. Refer to Appendix A for a reconciliation between the statutory and pro forma key financial metrics of SocietyOne

  3. 1Q FY22 revenue multiplied by 4

  4. Full year effect expected to commence from FY24

  5. Based on broker consensus estimates for MoneyMe and SocietyOne management projections for SocietyOne FY23 revenue

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The merger combines SocietyOne’s leading brand recognition as a pioneer in disruptive personal lending and unfolding ecosystem for financial wellness, with MoneyMe’s leadership in product innovation and proprietary technology platform (Horizon).

The two businesses bring complementary distribution capabilities that span across direct digital, direct traditional, broker, agent and dealer. The combination is also expected to result in improved data and funding opportunities.

The combined business will be a powerful force in the market with leading customer experience with the objective of accelerating the pace of winning market share from incumbent lenders.

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3 Transaction Overview

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Page 3
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Transaction Overview: MoneyMe Acquisition of SocietyOne

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A highly strategic and complementary combination

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Transaction Overview
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  • MoneyMe to acquire SocietyOne in consideration for the issue of between 70m to 75m MoneyMe fully paid ordinary shares plus between $0m to $9.7m of cash under a Merger Implementation Agreement (“MIA”)

  • MoneyMe shareholders to own 69.5% –71.1% of MoneyMe with SocietyOne shareholders to own 28.9% - 30.5% of MoneyMe

  • Shareholders representing 79% of the SocietyOne shares have signed the MIA with 78% electing to receive MoneyMe shares as consideration

  • SocietyOne shareholders who have not signed up to the MIA can elect to either receive MoneyMe shares or alternatively cash consideration. A condition of the transaction is that holders of no more than 7.5% of SocietyOne shares elect cash. The cash consideration is set at a maximum of A$9.7m assuming 7.5% of SocietyOne shareholders elect cash

  • Based on MoneyMe’s share price of $1.76 at market close on 16 December 2021, the total value of the consideration is $132m assuming 100% of SocietyOne shareholders elect for MoneyMe shares

1. Significant operating leverage through increased scale: 72% increase in MoneyMe loan book size to $934m (Nov-21); material operating leverage benefits as SocietyOne business is to be migrated to MoneyMe’s Horizon platform; material operating cost efficiency

2. Material cost synergy opportunity: $17m p.a. (pre-tax) by removing duplication across functions, systems, premises, processes; incremental opportunity to lower funding costs through accelerated securitisation

Strategic Rationale

3. Penetrate SocietyOne customer base with MoneyMe product suite, with enhanced customer experience: Market MoneyMe’s diverse product suite to SocietyOne’s unique and high-quality customer and introducer base; SocietyOne customer experience “turbocharged” with Horizon platform – reduce time to fund from ~1-2 days to ~1-2 hours

4. Unlocking new distribution opportunities: Expand into broker channel, with optimised user experience on Horizon; accelerating Financial Wellness channel with more than 147k customer base (a low-cost channel); Banking-as-a-Service partnership opportunity with Westpac

5. Leverage power of combined data: Over $2b of combined customer origination data, enabling increased revenue and improved credit risk management through advancements in credit underwriting, artificial intelligence (AIDEN), marketing and customer behaviour analysis

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Transaction Overview: MoneyMe Acquisition of SocietyOne

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Financial Impact
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  • Instant scale advantage: Increases MoneyMe gross receivables by 72% from $542m as at November 2021 to $934m with combined originations of $917m for the 12 months to 30 November 2021

  • $17m per annum in pre-tax cost synergies expected to be achievable from FY24

  • Greater than $15m per annum in pre-tax revenue synergies expected to be achievable from FY24

  • Transaction to be accretive on a revenue per share basis by FY23[1]

  • MoneyMe shareholder vote: Ordinary resolution to approve the issuance of new MoneyMe shares to SocietyOne shareholders in accordance with ASX Listing Rule 7.1. No other MoneyMe shareholder approvals required for the transaction

  • The MoneyMe Directors unanimously recommend that shareholders vote in favour of the resolution and intend to vote in favour of the resolution in respect of all MoneyMe shares they own or control, in the absence of a superior proposal

  • SocietyOne shareholder acceptance: 92.5% of SocietyOne shareholders required to accept MoneyMe scrip consideration noting that ~79% of shareholders have signed the MIA with ~78% electing to receive MoneyMe shares as consideration

Other Transaction Matters

  • Acquisition of 100% of SocietyOne: Post transaction, MoneyMe owning 100% of SocietyOne shares, which is expected to be achieved through certain drag-along provisions in the SocietyOne shareholders agreement

  • SocietyOne Funder Consent: Third party consents to change of control being obtained for certain agreed material contracts

  • Voluntary Escrow: 60% of SocietyOne shareholders (including Seven West Media, News Corporation, Reinventure, Consolidated Press Holdings and Australian Capital Equity) have voluntarily agreed to escrow arrangements until the release of MoneyMe’s 1H23 results in February 2023. The number of escrowed shares will comprise 18.3% to 18.7% of the MoneyMe share register post completion (depending on level of scrip consideration elections)

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Timetable
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  • Friday 17 December 2021: Sign Merger Implementation Agreement

  • Wednesday 22 December 2021: Dispatch the Notice of Meeting advising MoneyMe shareholders how to attend Extraordinary General Meeting and vote

  • Tuesday 1 February 2022: Extraordinary General Meeting held

  • Tuesday 15 March: Scheduled Completion Date and issue of Consideration Shares

Advisors

  • MoneyMe was assisted on the transaction by Morgan Stanley as financial adviser and Gilbert + Tobin as legal advisor

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  1. Based on broker consensus estimates for MoneyMe and SocietyOne management projections for SocietyOne FY23 revenue

6

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About SocietyOne

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Page 6
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SocietyOne is a pioneer and leading brand in disruptive consumer finance

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A platform and brand that +69 4.7 / 5.0 1.9-2.7x [1]
resonates strongly with customers NPS score Productreview.com.au Higher brand recall vs
score peers
38% Direct
Built a large personal loan book $392m [2] $50m
5-year gross
through expanding channels Nov-21 GLA receivables CAGR Pro forma FY21 Broker
revenue
to FY21
High quality and differentiated ~25k ~147k 721 ~45
customer base Active loan Credit score Avg. Equifax Avg. customer
customers at customers at score [3]
age
Nov-21 Nov-21
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Innovation unlocking new Banking-as-a-Service
growth avenues
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Backed by high quality investors
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Examples of larger investors

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  1. Brand recall analysis based on YouGov brand awareness study commissions by SocietyOne in March 2021

  2. Includes on and off-balance sheet GLAs. Excludes impact of capitalised fees

  3. Comprehensive Equifax score across all open accounts – calculated on weighted average basis Note: Data points as at September 2021 unless stated

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Strong brand recognition driven by investment in direct marketing; emerging broker and credit score channels

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SocietyOne’s brand recall is 1.9-2.7x stronger than peers…

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1.9-2.7X
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SocietyOne Peer 1 Peer 2 Peer 3
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Source: YouGov brand awareness study commissioned by SocietyOne, March 2021

…driving 100k unique visitors per month to SocietyOne website, underpinning direct channel acquisition model

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Slowdown in originations during COVID
reflects conservative risk management
$80m policies employed by SocietyOne 100%
$70m
$60m 80%
$50m 60%
$40m
$30m 40%
$20m 20%
$10m
$0m 0%
Direct Originations Broker Originations Direct (% of total)
Originations
Q3 FY17 Q4 FY17 Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 Q1 FY19 Q2 FY19 Q3 FY19 Q4 FY19 Q1 FY20 Q2 FY20 Q3 FY20 Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21 Q1 FY22
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  • Infomercials

  • Direct response

  • • Brand

  • Program sponsorships

  • • High impact

  • Display

  • Content

  • Special editorial

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Direct, referral, brand and organic web traffic

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SMS & email retargeting
and engagement
Purchased
loans and new
credit scores
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High quality, prime customer base

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Prime customer base with high Credit Scores[1,2]

30-40% of customer enquiries are homeowners[3]

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Credit score Percent of enquiry volumes (%)
760 42
740
38
720
700 34
680
30
660
640 26
620
22
600
580 18
Sep-19 Nov-19 Jan-20 Mar-20 May-20 Jul-20 Sep-20 Nov-20 Jan-21 Mar-21 May-21 Jul-21 Sep-21 Sep-19 Nov-19 Jan-20 Mar-20 May-20 Jul-20 Sep-20 Nov-20 Jan-21 Mar-21 May-21 Jul-21 Sep-21
Big 4 Fintech Mutuals Other SocietyOne Big 4 Fintech Mutuals Other SocietyOne
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Source: Equifax

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Marketing algorithms target homeowners, higherincome earners and customers experienced with credit

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Average age of customer is 45 ; 55% of personal loan customers are aged 31 to 50

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SocietyOne average enquiry scores, and percentage of personal loan enquiriesfrom people with a mortgage, are higher than industrybenchmarks

  1. Only credit providers participating in Comprehensive Credit Reporting (CCR) are included in this metric

  2. This metric measures the median enquiry scores for personal loan enquires

  3. This metric measures the proportion of personal loan enquiries made where the individual had an open mortgage account at the time of enquiry

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Financial wellness program drives customer engagement and lead generation through SocietyOne’s Credit Score tool

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Credit Score tool engages customers through score monitoring and customer data insights

Rapidly growing customer base unlocking low cost customer acquisition opportunities

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Score Insights
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Customers can track their score history each month, deep dive into what activity or behaviours make up their score, and get tips on how to maintain or improve their score

Customers get their credit score immediately and an update each time they return

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Number of Credit Score customers
Customer base
increased from zero
140,000
to 147k in 20 months
120,000
Now driving ~27% [1] of
100,000 SocietyOne origination
volumes; acquisition
costs significantly lower
80,000 than other SocietyOne
channels
60,000
40,000
20,000
0
Mar-20 Jul-20 Nov-20 Mar-21 Jul-21 Nov-21
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  1. Based on origination volumes between July 2021 and November 2021

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Banking as a Service partnership with Westpac can unlock longer and deeper relationships with customers[1]

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+

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The banking as a service platform would provide SocietyOne customers with a transaction account to conduct money management activities including paying bills, withdrawing cash and budgeting

A highly strategic opportunity to provide enhanced customer services and drive future growth:

Drive further customer engagement through provision of comprehensive financial products to customers

Gain data insights into customers’ income and spending patterns to deepen customer relationships

Gateway to expand product offerings such as mortgages

BaaS customer interface

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  1. The Banking as a Service partnership is subject to a change of control consent

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$31k average loan size[1] at origination Loan size (as at Sep-21)

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18%
24%
25%
33%
< 20k 20-35k 35-50k > 50k
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Nationwide coverage
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Customer location (as at Sep-21)
5%
5%
29%
12%
19%
29%
NSW QLD VIC WA SA Other
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Average customer age is 45
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Customer age (as at Sep-21)
12%
33%
11%
13%
16%
14%
<31 31-35 36-40 41-45 46-50 >50
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Fulfilling wide range of customer needs
Loan purpose (as at Sep-21)
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9%
10%
14%
52%
16%
Debt Consolidation Home improvement Motor vehicle
Major purchase Other
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Transition to “on-balance sheet” drives an expansion in SocietyOne revenue and margin; transition to be materially complete by FY24

Inaugural $182m public asset backed securitisation (“ABS”) transaction closed Sep-21

Transition to on balance sheet model nearing completion…

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Peer to peer vs. warehouse / securitisation funded loans On-balance sheet funding
% represents 100% of
originations since April-21
100%
90%
80% 40%
70%
60%
50%
40%
60%
30%
20%
10%
0%
Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Sep-21
Warehouse / securitisation funded Peer to peer funded
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…which is driving higher yields and margins
Off balance sheet / On balance sheet /
peer to peer funded warehouse and securitisation
loans funded loans
14.6%
8.5%
3.3%
Net revenue yield (FY21) Revenue yield (pro forma Risk adjusted NIM (pro
FY21) forma FY21)1
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  1. Risk adjusted NIM is defined as net interest income less write offs divided by average gross receivables

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Strong gross receivables trajectory, despite COVID slowdown
A$m
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Conservative slowdown during
COVID in 2020 where originations
reduced by ~59% between April
and September 2020 [1]
392
+38%
357
5-yr CAGR
328
278
204
171
71
FY16 FY17 FY18 FY19 FY20 FY21 Nov-21
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While net charge offs [2] improve at pace
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4.9%
3.9%
2.8%
FY19 FY20 FY21
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15 Strategic Rationale For The Transaction

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A highly complementary combination of two of the leading digital consumer lenders in Australia

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+
$392m [1] 45 ~25k
Nov-21 GLA Average Nov-21 active
customer age loan customers
721 +69 ~147k
Avg. Equifax NPS score Nov-21 credit
score [2] score customers
D2C Broker
Personal Loans Personal Loans
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$542m 34 ~60k
Nov-21 GLA Average Nov-21 active
customer age customers
656 +78 ~146k
Avg. Equifax NPS score Nov-21 total funded
score [2] customers
D2C B2B2C
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  1. Pro forma gross receivables includes loans originated by SocietyOne but funded off balance sheet under SocietyOne’s discontinued peer to peer funding program 2. Comprehensive Equifax score across all open accounts – calculated on weighted average basis Note: Data as at September 2021 unless otherwise stated

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72% increase in MoneyMe loan book size to $934m (Nov-21)

Significant operating 1 leverage through increased scale

Material cost synergy 2 opportunity

Operating leverage benefits as SocietyOne business migrated to MoneyMe’s Horizon platform

Cost/originations[1] to reduce from 6% for MoneyMe and 12% for SocietyOne to 5% for the combined group including synergies

Significant cost synergies identified by removing duplication across functions, systems, premises, processes $17m per annum in pre-tax cost synergies (from FY24)

Incremental opportunity for lower funding costs through accelerated securitisation program commencement

Large revenue

synergy opportunity from 3 SocietyOne customer base

Penetrate SocietyOne’s unique and high-quality customer base with MoneyMe’s more diverse product suite SocietyOne customer experience “turbocharged” with Horizon platform – reduce time to fund from ~1-2 days to ~1-2 hours

Greater than $15m per annum in pre-tax revenue synergies expected to be achievable (from FY24)

Unlocking new 4 distribution opportunities

Leverage power of 5 combined data

Expand broker channel, with optimised user experience on Horizon

Accelerating Financial Wellness channel with ~147k Credit Score customer base (a low-cost channel) Banking-as-a-Service partnership opportunity with Westpac

Over $2b of combined customer origination data

Increased revenue and improved credit risk management through advancements in credit underwriting, artificial intelligence (AIDEN), marketing and customer behaviour analysis

Delivers operating cost efficiencies through platform consolidation and 1 Scale benefits operating leverage

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72% increase in loan portfolio size…

…delivering significant operating leverage benefits

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Gross Receivables (November 2021) Core operating expenses [1] to originations (FY21)
+72% 934
12%
And declining further…
6%
5%
542
392
Including full run rate expense
synergies
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Delivering scale and efficiencies

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Consolidate loan portfolios onto single Horizon platform

Optimising SocietyOne processes

Realise lower core operating expense ratio from operating leverage and economies of scale

  1. Core operating expenses defined as general and administrative expenses and sales and marketing expenses

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2 Cost synergies Delivers material near term cost synergies

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~$17m p.a. of estimated pre-tax cost synergies expected to be achievable from FY24

Incremental opportunity beyond this from lower funding costs through accelerated securitisation program commencement

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~$17m
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~$5m ~$17m
~$2m
~$9m
Functions Systems Process & Premises Pro Forma Post Synergies
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Pro Forma Post Synergies

Indicative integration plan expected to be complete by end of FY23

  • SocietyOne brand to be maintained

  • SocietyOne loans to be transitioned onto MoneyMe’s Horizon platform with the SocietyOne platform then decommissioned by end of FY23

  • Expected integration cost of ~$5m (pre tax)

  • Plan remains subject to change

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~30% realised 3 months post completion
~30% realised 6 months post completion
Consolidation
of functions
~40% realised by end of FY23
SocietyOne technology platform de-commissioned by end of FY23
System, premises
and process
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3 Customer revenue synergies

Penetrate SocietyOne customer base with MoneyMe product suite

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Turbo-charge SocietyOne
customer experience
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Widens MoneyMe’s addressable market through SocietyOne’s differentiated customer base

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Penetrate SocietyOne’s differentiated customers with improved Customer Experience

Number of customers[1] (Nov-21)

Lending Products

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Sizeable SocietyOne loan book ($392m Nov-21) and
customer base with a single lending product (personal loan)
~147k Personal Loans Personal Loans (secured)
Credit cards (Freestyle) Personal Loans (unsecured) • Significant opportunity to cross-market MoneyMe’s diverse
~60k BNPL (MoneyMe+) product set to SocietyOne’s established customer base
~25k
Auto (Autopay) ✓ 39% of MoneyMe customers have used at least 2
ListReady / RentReady products with MoneyMe
Credit score
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Typical time from customer application to funding...

  • Impressive SocietyOne loan portfolio size with processing times that often see 1-2 days to deliver funds to a customer

  • MoneyMe’s Horizon platform will “turbo-charge” customer experience with faster turnaround times

1-2 days 1-2 hours

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  • ✓ Opportunity to drive higher lead generation and conversion rates

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Customer age ~30-40% of Equifax score [2] Loan Size
enquirers have a
mortgage
Avg Avg Avg Avg Avg loan Avg loan
age: age: Equifax: Equifax: size: size:
34 45 656 721 A$17k A$31k
15 20 25 30 35 40 45 50 55 60 65 70 530 560 590 620 650 680 710 740 770 800 0k 5k 10k 15k 20k 25k 30k 35k 40k 45k
The range circles above reflect 25 [th] to 75 [th] percentiles. Equifax score and loan size calculated based on a weighed average
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  1. Comprehensive Equifax score across all open accounts

  2. Some SocietyOne customers are both loan customers and credit score customers

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4 Distribution benefits

Unlocking distribution opportunities to access new customers and reduce acquisition costs

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“Turbocharge” the SocietyOne broker network and user experience (like we did with Autopay)

  • ~1,700 • Horizon platform to significantly improve speed to yes and reduce friction in processes

  • Brokers in current

  • MoneyMe’s attractive product suite to become available to SocietyOne’s broker network

  • SocietyOne network

14%

  • Expands MoneyMe’s presence in the large

  • of SocietyOne volumes broker market with immediate scale and

  • through brokers in FY21 capability

Drive engagement with the rapidly expanding SocietyOne Credit Score app channel

  • Cumulative # of credit score customers 140,000 • High growth SocietyOne Credit 120,000 Score channel to be available to 100,000 MoneyMe customer base 80,000 60,000 • Now driving ~27% of SocietyOne 40,000 origination volumes[1] 20,000 0 ✓ Acquisition costs significantly

  • ✓ Acquisition costs significantly less than other SocietyOne channels

Opportunity to build on the Westpac Banking-as-a-Service initiative

Leverage established SocietyOne media partnerships

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+
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For customers For MoneyMe / SocietyOne

Pay bills Deeper customer engagement Withdraw cash Customer income and spending data insights Budgeting tools Gateway to further product expansion

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  • Opportunity for MoneyMe to leverage these SocietyOne relationships to drive massmedia marketing campaigns

Leverage power of combined data to generate higher revenue and enhance 5 Data risk profile

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Cumulative loan originations (inception to Nov-21)
$b
1.3b 2.5b
1.2b
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23 Impact Of The Transaction

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Page 23
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SocietyOne key strength

MoneyMe key strength

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Personal Loans
Personal Loans
D2C Digital
Virtual cards
Agent D2C Traditional
Auto
BNPL
Dealer Broker
Real Estate
Financial wellness
D2C Credit
Merchant
Score
Transaction
accounts Banking as a Service
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All powered on the Horizon Platform

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12 Months to Nov-21 Originations (pre-synergies) Nov-21 Gross Receivables (pre-synergies)
278 917
392 934
639
542
+ +
1Q22A Annualised Pro-forma Revenue [1] FY21A Pro-forma Cash NPAT [1]
>161 12 Excludes 27
>15 revenue
54 synergies which
are expected to
be >$15m pa
92 3 2 pre-tax from
FY24
12
Estimated pre-tax annual Fully ramped up cost
revenue synergies from FY24 + synergies (post tax) +
1. Pro forma metrics treat loans originated by SocietyOne but funded off balance sheet under SocietyOne’s discontinued peer to peer funding program as though they are funded on SocietyOne balance sheet. The peer to peer funding program has been discontinued and now all loans originated by SocietyOne are funded on balance sheet, with the transition expected to be complete by FY24
2. Statutory Cash NPAT was (4)m for the period
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MoneyMe and SocietyOne key metrics

Side by side comparison pre-synergies
Pro-forma
combined
(Pro-forma1 100% on
balance sheet basis)
Loan book Last 12 Months Nov-21 Originations2
639
278
917
Nov-21 Gross receivables2
542
392
934
P&L 1Q FY22 revenue2
23
14
37
1Q FY22 revenue annualised2
92
54
146
FY21 revenue pro forma
58
50
108
FY21 Cash NPAT
12
3
15
FY21 Key
metrics
Revenue yield (%)
25%
15%3
19%
Net charge off (%)
5%
3%4
4%
Funding cost rate (%)
5%
4%
5%
Core operating expenses5 to originations (%)
6%
12%
5%

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  • SocietyOne FY21A gross receivables includes $179m of off balance loans funded via discontinued peer to peer funding program

  • Transition to 100% “on-balance sheet” funded model expected to be largely complete by FY24

  • SocietyOne numbers presented on a pro forma basis – i.e. assuming 100% of loans are funded on balance sheet

  • SocietyOne pro-forma financials are on an unaudited basis

  • MoneyMe YTD FY22 financials are on an unaudited basis

  • Revenue yield reflects pro-forma revenue / average GLA

  • Based on FY21A charge-offs / average GLA

  • Core operating expenses includes general and administrative expenses and sales and marketing expenses. Pro-forma combined view shown on a post synergies basis

  • Note that SocietyOne has recently changed its reporting year end from December to June. As a result of this change, the six months to June 2021 has been subject to an audit with the previously audit to that being the 12 months to December 2020

Page 26

Pro-forma Originations Last 12 Months to Nov-21[1]

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Autopay
17%
MME Personal Loan
MoneyMe+ 36%
3%
ListReady
3%
Freestyle
39%
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Autopay
MoneyMe+ 12%
2%
S1 Personal Loans
ListReady 30%
3%
Freestyle
27%
MME Personal Loan
26%
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Pro-forma Nov-21 GLA[1]

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Autopay
21%
MME Personal Loan
40%
MoneyMe+
4%
ListReady
2%
Freestyle
34%
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Autopay
MoneyMe+ 12%
2%
ListReady
1%
S1 Personal Loans
42%
Freestyle
20%
MME Personal Loan
23%
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Illustrative deal metrics and combined cash position

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Potential for up to 7.5% of consideration to be paid in cash based on shareholder elections:

2

1 2 100% scrip 92.5% scrip / 7.5% consideration cash consideration

Acquisition price Acquisition price Acquisition price
# shares issued to SocietyOne
shareholders
75m 70m
Value of scrip consideration
(based on MME 16 December close)
$132m $122m
Value of cash consideration - $10m
Total value of consideration
(based on MME 16 December close)
$132m $132m
SocietyOne % ownership of
MoneyMe
30.5% 28.9%

Funding

  • MoneyMe expects to raise additional funding during 2022 to support accelerating growth and fund transaction costs including any cash component of the acquisition (which under the MIA can be up to $9.7m and will be determined in February 2022)

  • A capital raising could be in the form of debt, equity or a combination of the two. MoneyMe has received a commitment from its existing funder, PEP, for additional funding of $25m on materially the same terms as the existing facility terms. MoneyMe intends to offer shareholders the opportunity to participate in supporting the growth of MoneyMe combined with SocietyOne if it pursues equity funding

Page 28

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Board
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  • Prior to Completion, SocietyOne may nominate a person to become a director of MoneyMe

  • Key SocietyOne shareholders, including Seven West Media, News Corporation, Reinventure, Consolidated Press Holdings and Australian Capital Equity have voluntarily elected to have their shares to be placed under escrow on materially the same terms as the voluntary escrow deeds entered into previously by MME major shareholders

Voluntary Escrow

  • Total shareholders who have elected to be voluntarily escrowed currently represent 60% of the ownership in SocietyOne

  • The number of escrowed shares will comprise 18.3% to 18.7% of the MoneyMe share register post completion (depending on level of scrip consideration elections)

  • Escrow arrangements extend until 3 business days after the release of MoneyMe’s 1H FY23 results in February 2023

30 Appendices

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Page 30
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Appendix A: Combined Group Information

Page 31

Income Statement

$146m based on
annualising 1Q FY22
revenue
$146m based on
annualising 1Q FY22
revenue
$146m based on
annualising 1Q FY22
revenue
Pro forma P&L cash basis (Jun-21)
(Standalone)
(Pro forma
Standalone1)
Pro-forma
combined
(pre synergies)
(Statutory)
(Standalone)
(Pro forma
Standalone1)
Pro-forma
combined
(pre synergies)
Total revenue 58
50
108
26
Interest expense
Core operating expenses
Product & design expenses
Charge offs
Depreciation & amortisation expense
(11)
(12)
(23)
(22)
(22)
(44)
(3)
(3)
(6)
(11)
(8)
(19)
(2)
(1)
(3)
(4)
(22)
(3)
(1)
(1)
Profit / (loss) before tax
Income tax expense / benefit
10
5
14
2
(1)
1
(4)
-
Cash NPAT2 12
3
15
(4) 3

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• SocietyOne’s unaudited pro-forma income statement includes pro forma adjustments to the total revenue, interest expense and customer receivable impairment expense line items to treat the income and expenses relating to the off-balance sheet peer-to-peer loans as though they were funded on balance sheet. An illustrative 30% tax rate has been applied for SocietyOne, noting that this amount was nil in the statutory accounts

  • The charge off line shown in the table is principal balance write offs net of recoveries

  • SocietyOne’s financials have been shown on a pro forma basis including interest income, fee income, impairments and interest expense on loans originated by SocietyOne but funded off balance sheet under SocietyOne’s discontinued peer to peer funding program. For the purposes of the pro forma financials, the interest and revenue of the peer to peer loans has been added as part of SocietyOne revenue and management fees earned by SocietyOne for managing the peer to peer loans have been deducted. The intention is to illustratively show the income statement under a hypothetical scenario whereby all the SocietyOne loans had been funded by SocietyOne on balance sheet as if the transition from peer to peer funding program to all loans being funded on balance sheet had already been completed. The peer to peer funding program has been discontinued, with the existing peer to peer loans in run-off and now all new loans originated by SocietyOne are funded on balance sheet. The pro forma financial information was prepared in the manner described in the “important Notice and Disclaimers”

  • Defined as statutory net profit after tax (NPAT) adjusted to remove non-recurring expenses and an adjustment to use actual principal losses rather than the AASB 9 based impairment expense

  • SocietyOne’s FY21 NPAT on a statutory / accounting basis was ($10m) which included $3m of provision movements and $2m of share based payments expense

  • Note that no acquisition accounting entries have been included in the above pro forma financial metrics. The pro forma financial metrics exclude the impact of transaction and integration costs

  • The above table is illustrative only and the pro forma financial metrics included have not been subject to a detailed review / comparison of the accounting policies of the respective companies. SocietyOne income statement and balance sheet line items have been reclassified into the line items used by MoneyMe on an illustrative basis

  • Note that SocietyOne has recently changed its reporting year end from December to June. As a result of this change, the financial statements for the six months to 30 June 2021 have been subject to an audit with the previous audit period covering the 12 months to 31 December 2020

  • The financial information has been sourced from the respective company records in the manner described in the “Important Notice and Disclaimers”

Page 32

Balance Sheet

Pro forma Balance Sheet (Jun-21) (Standalone)
(Pro forma1
Standalone)
Pro-forma
combined
(statutory
standalone)
Cash and equivalents
Net customer receivables
Other assets
Goodwill and intangibles
26
22
48
306
342
648
11
5
16
3
-
3
22
174**
5
-
Total assets
Borrowings
Other liabilities
346
369
715
300
323
623
6
18
24
201
161
18
Total liabilities 306
341
647
179

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  • The SocietyOne balance sheet includes pro forma adjustments to the net customer receivables and borrowing line items to treat the off-balance sheet peerto-peer loans as though they are funded on balance sheet. Other line items are presented on a statutory basis

The portfolio of loans funded via the peer to peer funding program are in run-off and it is expected that by June 2024 largely all of the active loans will be on balance sheet

** $178m gross receivables net of $4.6m of provisions

  1. SocietyOne’s net customer receivables have been shown on a pro forma basis including receivables (and the associated provisions) of loans originated by SocietyOne but funded off balance sheet under SocietyOne’s discontinued peer to peer funding program. A corresponding pro forma borrowings amount has also been included assuming an advance rate consistent with the funding structure of the on balance sheet loans. The intention is to illustratively show the balance sheet under a hypothetical scenario whereby all of the SocietyOne loans had been funded by SocietyOne on balance sheet as if the transition from peer to peer funding program to all loans being funded on balance sheet had already been completed. The peer to peer funding program has been discontinued, with the existing peer to peer loans in run-off and now all new loans originated by SocietyOne are funded on balance sheet. The pro forma financial information was prepared in the manner described in the “important Notice and Disclaimers”

  2. Note that no acquisition accounting entries have been included in the above pro forma financial metrics. The pro forma financial metrics exclude the impact of transaction and integration costs

  3. The above table is illustrative only and the pro forma financial metrics included have not been subject to a detailed review / comparison of the accounting policies of the respective companies. SocietyOne income statement and balance sheet line items have been reclassified into the line items used by MoneyMe on an illustrative basis

  4. Note that SocietyOne has recently changed its reporting year end from December to June. As a result of this change, the financial statements for the six months to 30 June 2021 have been subject to an audit with the previous audit period covering the 12 months to 31 December 2020

  5. The financial information has been sourced from the respective company records in the manner described in the “Important Notice and Disclaimers”

Page 33

SocietyOne Financials: Reconciliation of the pro forma adjustments to the Statutory Financial Information

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Pro forma adjustments

FY21 A$m Statutory
(cash basis)
Recognition of
P2P funded
receivables on
balance sheet
Recognition of
P2P funded
receivables
revenue on
income
statement
Recognition of
P2P funded
receivables
expenses on
income
statement
Pro-forma
Net receivables
174
+168
-
-
342
1
Borrowings
161
+162
-
-
323
2
Revenue
26
-
+24
-
50
3
Interest expense
(4)
-
-
(8)
(12)
4
Net write offs
(1)
-
-
(7)
(8)
5
  • 1 Add off balance sheet gross receivables net of provisions as at June 2021 (sourced from the SocietyOne P2P Lending Trust financials which are audited)

  • 2 Assume an advance rate consistent with the funding structure of the on balance sheet loans

  • 3 Add the interest and fee income earned on the peer-to-peer loans and deduct the management fees received by SocietyOne on the peer-to-peer loans

  • 4 Apply cost of funds of 4.0% and 90% advance rate to average off balance sheet gross receivables of $224m during FY21

  • 5 Add FY21 write offs of off balance sheet loans

  • SocietyOne’s financials have been shown on a pro forma basis including interest income, fee income, impairments and interest expense on loans originated by SocietyOne but funded off balance sheet under SocietyOne’s discontinued peer to peer funding program. For the purposes of the pro forma financials, the interest and revenue of the peer to peer loans has been added as part of SocietyOne revenue and management fees earned by SocietyOne for managing the peer to peer loans have been deducted. The intention is to illustratively show the income statement under a scenario whereby all of the SocietyOne loans had been funded by SocietyOne on balance sheet as if the transition from peer to peer funding program to all loans being funded on balance sheet had already been completed. The peer to peer funding program has been discontinued, with the existing peer to peer loans in run-off and now all new loans originated by SocietyOne are funded on balance sheet. The pro forma financial information was prepared in the manner described in the “important Notice and Disclaimers”

  • Note that no acquisition accounting entries have been included in the above pro forma financial metrics

  • The above table is illustrative only and the pro forma financial metrics included have not been subject to a detailed review / comparison of the accounting policies of the respective companies

  • Note that SocietyOne has recently changed its reporting year end from December to June. As a result of this change, the financial statements for the six months to 30 June 2021 have been subject to an audit with the previous audit period covering the 12 months to 31 December 2020

Page 34

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Appendix B: Overview of Material Transaction Terms

Page 35

Overview of Material Transaction Terms (1)

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Terms which are capitalised in this Appendix have the meaning given in the Glossary.

Consideration Shares

Upon completion of the Acquisition, which the Company expects to occur on or around 15 March 2022 (the actual date of completion of the Acquisition, being Completion), the Company will provide consideration to SocietyOne Shareholders by way of either the issue of MoneyMe Shares (Consideration Shares) or the payment of Cash Consideration, as elected by the SocietyOne Shareholders. It is a condition to completion of the Acquisition that SocietyOne Shareholders holding no less than 92.5% of all SocietyOne Shares elect to receive MoneyMe Shares.

The final number of Consideration Shares to be issued will depend on the elections made by the SocietyOne Shareholders, but will be no less than 69,593,540 MoneyMe Shares (assuming elections are made in respect of 92.5% of the total number of SocietyOne Shares on issue) and no more than 75,236,259 MoneyMe Shares (assuming scrip elections are made in respect of all of the SocietyOne Shares on issue). As at the date of this Notice of Meeting, elections to receive Scrip Consideration have been received in respect of 78% of the total number of SocietyOne Shares on issue. The issue of the maximum number of Consideration Shares will represent approximately 30.5% of the Company’s total issued Shares immediately following Completion.

Based on the MoneyMe Share price as at 16 December 2021 and assuming all SocietyOne Shareholders were to elect to receive MoneyMe Shares, the Acquisition implies an equity value of approximately A$132m for SocietyOne.

Conditions Precedent

Completion of the SocietyOne Acquisition is subject to certain conditions, including, among others:

  • (MoneyMe Shareholder approval) MoneyMe Shareholders approve by ordinary resolution at an Extraordinary General Meeting the issuance of the Consideration Shares by the Company to SocietyOne Shareholders for the purposes of ASX Listing Rule 7.1 (Resolution);

  • (No restraints) no legal or regulatory restraints prohibiting or impeding Completion;

  • (No SocietyOne adverse events) No SocietyOne Material Adverse Change or SocietyOne Prescribed Occurrence occurring prior to Completion;

  • (No MoneyMe adverse events) No MoneyMe Material Adverse Change or MoneyMe Prescribed Occurrence occurring prior to Completion;

  • (MoneyMe Share price underperformance) On no day in the period between the day that is 10 Business Days after the date of the MIA and the Business Day before Completion are the following three requirements all satisfied for the previous 10 consecutive Business Days:

  • the MoneyMe VWAP on ASX over the 10 prior Business Days (subject to adjustments for a capital raising) (MoneyMe VWAP) has closed (on ASX) at a level that is at least 25% lower than the base MoneyMe VWAP (calculated as the VWAP of MoneyMe Shares over the 15 Business Days immediately prior to the date of the MIA); and

  • the MoneyMe VWAP movement is at least 25 percentage points lower than the average percentage movement of the VWAP of certain listed peers of MoneyMe (subject to adjustments for any corporate actions and any exclusions to the peer group) over the same reference period; and

  • the MoneyMe VWAP movement is at least 25 percentage points lower than the movement in the S&P/ASX 300 Index over the same reference period;

  • (Minimum MoneyMe scrip election) SocietyOne Shareholders holding at least 92.5% of all SocietyOne Shares electing to receive Consideration Shares;

  • (Consents) receipt of certain counterparty consents, approvals, waivers or confirmations

Either party has the right to terminate the Merger Implementation Agreement if Completion has not occurred by 31 March 2022 due to failure of a condition precedent on which the relevant party may rely being satisfied (unless waived by that party).

Voluntary escrow arrangements

Certain SocietyOne Shareholders who elect to receive Consideration Shares have elected to or will elect to enter into voluntary escrow arrangements with the Company under which they will be restricted from dealing with their Consideration Shares until the start of the third trading day after the date on which the Company releases MoneyMe’s 1HFY23 financial results to the ASX. At the date of this Explanatory Memorandum, SocietyOne Shareholders who will on Completion together hold up to a maximum of 60% of the Consideration Shares, have elected to be escrowed. There are limited circumstances in which the Consideration Shares may be released from escrow prior to the prescribed times set out above, which are materially consistent with the exceptions contained in the voluntarily escrow deeds entered into at the time of MoneyMe’s IPO and ASX listing in 2019.

Other terms and information

The following is a summary of some other key terms relating to the Acquisition:

  • (Parties) The MIA has been entered into by MoneyMe, SocietyOne and SocietyOne Shareholders representing 79% of the SocietyOne Shares on issue.

  • (Acquisition) Under the MIA, MoneyMe will acquire 100% of SocietyOne’s Shares (including all securities convertible into SocietyOne Shares) for consideration that, depending on the elections made by the SocietyOne Shareholders, will result in outcomes including:

92.5% of SocietyOne shares choose MoneyMe scrip 96.25% of SocietyOne shares choose MoneyMe scrip 100% of SocietyOne shares choose MoneyMe scrip
Total number of MoneyMe shares to be issued 69,593,540 72,414,899 75,236,259
Cash Consideration payable by SocietyOne $9.7m $4.9m Nil

Page 36

Overview of Material Transaction Terms (2)

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Other terms and information (continued)

  • (Conduct of business) SocietyOne and MoneyMe must each conduct their businesses in the ordinary course pending Completion.

  • (Obligation to recommend the Resolution) in the absence of a Superior Proposal:

    • the MoneyMe Board must unanimously recommend that MoneyMe Shareholders vote in favour of the Resolution; and

    • subject to certain exceptions, no MoneyMe Director may change, withdraw, modify or qualify his or her recommendation or make a statement that is inconsistent with this recommendation.

  • (Exclusivity) During the exclusivity period, MoneyMe must not, and must ensure its representatives do not, directly or indirectly:

  • solicit, invite, encourage or initiate (the ‘no shop’);

  • participate in or continue negotiations or discussions (the ‘no talk’); or

  • disclose or otherwise provide any non-public information (the ‘no due diligence’),

with respect to a Competing Proposal, or which would reasonably be expected to encourage or lead to, a Competing Proposal. However, MoneyMe is not required to comply with its obligations under the ‘no talk’ and ‘no due diligence’ provisions in the MIA in relation to a bona fide Competing Proposal where the MoneyMe Board, acting in good faith, determines, after consultation with its financial adviser, that the Competing Proposal is, or could reasonably be considered to become, a Superior Proposal, and after receiving advice from its external legal adviser, that failing to take the action or refuse to take the action (as the case may be) with respect to the Competing Proposal would, or would be reasonably likely to, constitute a breach of the MoneyMe Director’s fiduciary or statutory duties.

  • (MoneyMe Break Fee)

MoneyMe must pay a break fee of 1% of the MoneyMe value at signing the MIA if both of the following occur:

  • a MoneyMe Director withdraws or adversely modifies its recommendation that MoneyMe Shareholders vote in favour of the Resolution, other than as a result of:

  • a requirement or request by a court or regulatory authority that the MoneyMe Director abstain or withdraw from making the recommendation;

  • failure of a condition precedent in favour of MoneyMe, other than as a result of a breach by MoneyMe; or

  • MoneyMe being entitled to terminate the MIA; and

  • the MoneyMe shareholders do not vote in favour of the Resolution.

MoneyMe must also pay a break fee of $1.57m if SocietyOne terminates the MIA due to a MoneyMe material adverse change or prescribed occurrence.

  • (SocietyOne Break Fee) SocietyOne must pay a break fee of $1.57m to MoneyMe if:

    • any SocietyOne shareholder exercises its rights of pre-emption under the SocietyOne shareholders agreement; or

    • MoneyMe terminates the MIA for breach; or

    • MoneyMe terminates the MIA due to a failure of certain conditions precedent in favour of MoneyMe, including a SocietyOne Material Adverse Change or Prescribed Occurrence.

  • (Termination) MoneyMe and the SocietyOne Sellers have rights to terminate the MIA as follows:

  • if there is a material breach of the MIA by the other party, they have given notice and details of the breach, and the relevant circumstances continue to exist for 10 business days from the date of notice;

  • in certain circumstances where there is an event or occurrence that would, or does, prevent a condition precedent being satisfied, which is not waived and, after consulting in good faith, the parties are unable to reach an agreement to implement the transaction by alternative means;

  • MoneyMe may terminate if the MoneyMe Board changes, withdraws or modifies its recommendation of the Resolution because MoneyMe receives a Competing Proposal and a MoneyMe Director determines that the Competing Proposal constitutes a Superior Proposal; and the SocietyOne Sellers may terminate if the MoneyMe Board adversely change or withdraws its recommendation of the Resolution or recommends or supports a Competing Proposal.

Glossary

Glossary
Acquisition Theproposed acquisition bythe Companyof all of the shares on issue in the capital of SocietyOne.
ASX ASX Limited (ACN 008 624 691) or, where the context requires, the Australian Securities Exchange operated byASX Limited.
ASX ListingRules or ListingRules The official listingrules of ASX, as amended or waived from time to time.
Board Board of Directors of the Companyand, where applicable, includes a committee of the Directors.
Cash Consideration A$2.32 per SocietyOne Share, as adjusted for the amount of certain payments (if any) that are made by SocietyOne between 30 June 2021 and Completion including but not limited to payments made by SocietyOne to or for the benefit of a
SocietyOne Seller or its affiliates (includinganydividends).
Company, MoneyMe or MME MoneyMe Limited ACN 163 691 236.

Page 37

Overview of Material Transaction Terms (3)

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Glossary (continued)

Competing Proposal Any proposal, agreement, arrangement or transaction which, if entered into or completed, would result in a third party directly or indirectly:
a)
acquiring a relevant interest in 50% or more of all MoneyMe Shares;
b)
acquiring control of, or merging with, MoneyMe; or
c)
acquiring all or substantially all of the assets or business of the MoneyMe Group,
whether by way of takeover bid, members' or creditors' scheme of arrangement, shareholder approved acquisition, capital reduc tion, buy back, sale or purchase of shares, other securities or assets, assignment of assets and liabilities, incorporated
or unincorporated joint venture, dual-listed company (or other synthetic merger), deed of company arrangement, any debt for equity arrangement or other transaction or arrangement.
Completion Completion of the Proposed Transaction in accordance with the terms and conditions in the Merger Implementation Agreement.
Consideration Shares Upto 75,236,259 new Shares to be issued to the SocietyOne Shareholders on Completion under the Acquisition.
Corporations Act Corporations Act 2001 (Cth).
Directors The directors of the Company.
ExtraordinaryGeneral Meeting The extraordinary general meetingof Shareholders of the Companyconvened bythis Notice of Meeting.
Merger Implementation Agreement or MIA The Merger Implementation Agreement dated 17 December 2021 between MoneyMe and SocietyOne Shareholders relating to Implementation of the Acquisition, as announced to the ASX on the same date.
MoneyMe Material Adverse Change Any event or circumstance which has resulted in or is reasonably likely to result in MoneyMe being unable to conduct a material part of its business in the ordinary course for a continuous period of at least two weeks or a temporary restraining
order, injunction or other order being made by any court or regulatory authority preventing, prohibiting or otherwise materially adversely affecting MoneyMe’s ability to provide credit products to customers, other than certain events or
circumstances such as those fairly disclosed by MoneyMe in due diligence or to the ASX in the last three years, or arising from general economic or market conditions, acts of terrorism or war, or arising from COVID-19 or laws in relation thereto.
MoneyMe Prescribed Occurrence The occurrence on or after the date of the MIA of any of the following in respect of a member of the MoneyMe group, other than events which are fairly disclosed by SocietyOne or agreed to in writing by the SocietyOne shareholders:

certain changes to MoneyMe’s equity capital including it converting any of its securities into a larger or smaller number and security splits or reclassifications;

declaring or paying a dividend, undertaking a capital reduction, buy back or otherwise;

issuing or agreeing to issue securities, or granting or agreeing to grant an option or performance right over its securities;

making any amendment to its constitution;

disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

entering into financial accommodation other than in the ordinary course of business; and

an insolvencyevent occurringor a member of the MoneyMegroup granting, or agreeingtogrant, an encumbrance in the whole, or a substantialpart, of its business orproperty.
Notice or Notice of Meeting This Notice of ExtraordinaryGeneral Meeting, includingthe ExplanatoryStatement and the ProxyForm.
ScripConsideration Has the same meaningas Consideration Shares.
Share A fully paid ordinaryshare in the capital of the Company.
Shareholder Aperson who holds Shares in the Company.
SocietyOne Material Adverse Change Any event or circumstance which has resulted in or is reasonably likely to result in MoneyMe being unable to conduct a material part of its business in the ordinary course for a continuous period of at least two weeks or a temporary restraining
order, injunction or other order being made by any court or regulatory authority preventing, prohibiting or otherwise materially adversely affecting SocietyOne’s ability to provide credit products to customers, other than certain events or
circumstances such as those fairly disclosed by SocietyOne in due diligence, or arising from general economic or market conditions, acts of terrorism or war, or arising from COVID-19 or laws in relation thereto.
SocietyOne Prescribed Occurrence The occurrence on or after the date of the MIA of any of the following in respect of a member of the SocietyOne group, other than events which are fairly disclosed by SocietyOne or agreed to in writing by MoneyMe:

certain changes to SocietyOne’s equity capital including it converting any of its securities into a larger or smaller number and security splits or reclassifications;

declaring or paying a dividend, undertaking a capital reduction, buy back or otherwise;

issuing or agreeing to issue securities, or granting or agreeing to grant an option or performance right over its securities;

making any amendment to its constitution;

disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;

entering into financial accommodation other than in the ordinary course of business; or

an insolvencyevent occurringor a member of the SocietyOnegroup granting,or agreeingtogrant,an encumbrance in the whole,or a substantialpart,of its business orproperty.

Page 38

Overview of Material Transaction Terms (4)

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Glossary (continued)

SocietyOne Shares Fully paid ordinary shares on issue in SocietyOne.
SocietyOne Shareholders The registered holders of SocietyOne Shares.
SocietyOne Sellers The SocietyOne shareholders who sign or otherwise accede to the Merger Implementation Agreement.
Superior Proposal Any bona fide Competing Proposal which the MoneyMe Board, acting in good faith, determines would, if completed substantially in accordance with its terms, be reasonably likely to be more favourable to MoneyMe Shareholders as a whole than
the Acquisition, taking into account all the terms and aspects of the Competing Proposal.
VWAP Volume Weighted Average Price.

Page 39

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Appendix C: Additional SocietyOne Information

Page 40

Company history

October 2021 SOFT2 warehouse launched

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September 2021 First securitised transaction

Lending led, digital finance platform, established to provide customers with a better deal

$1.3B

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Dec 2019
SOFT1 warehouse $1.0B
Apr 2019 launched
Whole loans and Jan 2021
Jan 2018 unit trust launched $1B originated
$400M originated loans
loans $900m
$700M
Jun 2020
$400M $900M
$200M
$100M originated
Aug 2019 loans
$700M
Jun 2018
Dec 2014 Dec 2016 Broker channel originated loans
Media Consortium $200M launched
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Aug 2012 Launched SocietyOne

Dec 2016 $200M originated loans

Media Consortium Capital Raising: Australian Capital Equity, SWM, News Corp & CPH become significant shareholders

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November 2021 $1.3B originated loans

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SocietyOne customer offerings

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Consumer Lending Credit Score
Customers Prime Quality Customers Any person eligible for a score
Product positioning Rewarding good credit with great low rates Unlock your score
Customer value proposition
Competitive rates

No monthly or early repayment fees

Simple, fast and easy customer experience

Fast approvals and funding

Quote won’t affect credit score



Free score
Helpful tips and insights
Track score and progress
Check as many times as you like
Unsecured personal loans Secured personal loans
Principal $5,000 - $50,000 $5,000 - $70,000
Terms 2, 3, 5 years 2, 3, 5, 7 years
Rates SocietyOne adopts a tailored pricing approach for personal loan applicants,
with interest rates ranging from 6.45% to 20.49% per annum
Comparison rates from 5.45% through to 21.49% per annum
Fees
No ongoing monthly fees
No early repayment fees

No ongoing monthly fees
No early repayment fees
Repayments Customer can choose fortnightly or monthly repayments Customer can choose fortnightly or monthly repayments
Average loan amount ~$20,000 ~$35,000
Security Unsecured Minimum $5,000

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SocietyOne distribution model

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Distribution channel breakdown

Distribution channel Type
Description
Direct
(79% of 1Q22
Originations)
Brand
Leveraging media partners to enhance integrated marketing campaigns, via paid brand, direct and organic channels
Performance
Paid generic and other direct conversion digital channels
CRM
Existing customer engagement activity
Partners
Affiliate and partner customer marketing
Broker
(21% of 1Q22
Originations)
Broker third party
Network of 1,700 + accredited brokers

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SocietyOne credit performance and COVID hardship program

Credit performance of the loan portfolio

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Net Charge Off Performance (%) 90+ Days Arrears (as at 30 June)
1.2%
4.9%
1.1%
3.9%
0.8%
2.8%
FY19 FY20 FY21 FY19 FY20 FY21
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Loans subject to SocietyOne’s COVID hardship program

  • SocietyOne adopted a conservative approach to the potential credit risks arising from COVID-19 during the initial outbreak in Australia. Lending criteria was tightened in March 2020, including raising the minimum acceptable credit bureau and SocietyOne credit scores required for loan approval and tightening the assessment criteria for high risk employment characteristics such as casuals and industries such as travel

  • COVID-19 hardship assistance peaked at just over 800 customers, or approximately 4% of total customers, in late May 2020. The number of customers receiving hardship declined to approximately 140 customers in September 2020 and 34 customers by 31 March 2021

  • As at September 2021, SocietyOne stopped accepting new customers into its COVID hardship program with any customer impacted by COVID related hardship treated under SocietyOne’s general hardship program

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Appendix D: Additional MoneyMe Information

Page 45

MoneyMe’s products

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Offer range $2,100 – $50,000 Credit limit up to $20,000 Credit limit up to $50,000 Service amount up to Service amount Up to $100,000
$35,000 up to $15,000
Offer term 3 – 60 months Repayments spread Based on minimum 60 days 24 months 36 – 84 months
over 24 – 60 months monthly repayments
(see below)
Interest-free period N/A Up to 55 days interest-free 6 – 48 months N/A N/A N/A
on online and in-store (set by merchant)
purchases using Freestyle
virtual Mastercard 60 months for solar
businesses
Interest rate 6.25% – 19.95% 16.99% - 25.99% 19.50% N/A 16.99% 4.75% – 14.75%
Risk-based pricing (after interest-free period) Risk-based pricing
Establishment fee $295 – $495 N/A N/A N/A N/A $350
Annual fee N/A $0 (Credit limit up to $3k) N/A N/A N/A N/A
$49 (CL $3,001 - $5,000)
$149 (CL over $5,000)
Monthly fee $10 $5 ($0 if balance under $5 N/A N/A $10
$20)
Other fees & charges Dishonour fee $15 Dishonour fee $15 Admin fee $49 - $299 Service fee 4.4% (incl. GST) $15 late fee Dealer or Broker specific
Overdue account fee $15 Overdue account fee $15 (applies to each purchase) (applies to each additional fees may apply
request)
No early exit fee No early exit fee No early exit fee Dishonour fee $15
1.3% monthly fee Overdue account fee $15
(after 60 days)
No early exit fee
No early exit fee
Other key features N/A Credit back at 1,700 Monthly repayments Payment request initiated by N/A Balloon payment up to 50%
stores through MoneyMe between 1.667% and 2.5% real estate agent and vendor
Perks powered by of purchase amount and authorises via SMS Maximum LVR 130%
Cashrewards [TM] , admin fee
Freestyle’s exclusive Ability to request more funds
rewards program up to the $35,000 limit
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About us

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MoneyMe is a leading player in the digital credit business with technology (Horizon Technology Platform) and AI to deliver highly automated innovative products and customer experiences.

We originate through a diversified mix of credit products and distribution channels to create significant scale and long-term customer advantages. Our personal loans, revolving credit accounts and at point-of-sale retail products are for credit approved customers who are seeking simplicity, fair pricing, and flexibility.

Our technology platform enables applications to be completed and checked within minutes and funds to be disbursed, or credit limits to be available, to the customer shortly after approval.

MoneyMe is an ASX-listed, licensed and regulated credit provider operating in Australia.

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:

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Disclaimer and Important Notice (1)

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The information contained in this presentation has been prepared by MoneyMe Limited (MoneyMe or Company) in connection with MoneyMe’s acquisition of all of the ordinary shares on issue in SocietyOne.

Summary information and source of SocietyOne information

This Presentation contains summary information about MoneyMe and its activities which is current only at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all of the information that an investor may require when making an investment decision in MoneyMe. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange. The information in this presentation may not be complete and may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations and warranties of the Company.

Certain information in this presentation has been sourced from SocietyOne or its representatives or associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither MoneyMe, SocietyOne nor its their respective representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

MoneyMe undertook a due diligence process in respect of the Acquisition, which relied in part on the review of financial and other information provided by SocietyOne. Despite making reasonable efforts, MoneyMe has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it. If any such information provided to, and relied upon by, MoneyMe in its due diligence and in its preparation of this presentation proves to be incorrect, incomplete or misleading, there is a risk that the actual financial position and performance of the SocietyOne group may be materially different to the expectations reflected in this presentation.

Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the Acquisition have been identified and avoided or managed appropriately (for example, because it was not always possible to negotiate indemnities or representations and warranties from SocietyOne to cover all potential risks). Therefore, there is a risk that issues and risks may arise which will also have a material impact on the MoneyMe Group (for example, MoneyMe may later discover liabilities or defects which were not identified through due diligence or for which there is no contractual protection for MoneyMe). This could adversely affect the operations, financial performance or position of MoneyMe.

Financial data

All financial information in this presentation is in Australian Dollars ($ or AUD) unless otherwise stated.

Financial information for SocietyOne contained in this presentation has been derived from unaudited management accounts of SocietyOne and other financial information made available by SocietyOne in connection with the Acquisition, and MoneyMe does not take any responsibility for it. This presentation also includes financial information which is sourced from unaudited management accounts of MoneyMe.

This presentation includes certain pro forma financial information. The pro forma financial information provided in this presentation is for illustrative purposes only and is not represented as being indicative of MoneyMe’s views on its, nor anyone else’s, future financial position and/or performance. The pro forma financial information has been prepared by MoneyMe in accordance line with the measurement and rec ognition principles prescribed by the Australian Accounting Standards for the SocietyOne and MoneyMe Groups on a standalone basis – full consolidation accounting of the two Groups has not been applied for ease of understanding and data availability. The pro forma financial information does not meet, but not the disclosure requirements prescribed by the Australian Accounting Standards. In addition, the pro forma financial information in this presentation does not purport to be in compliance with Article 11 of Regulation S X of the rules and regulations of the U.S. Securities Exchange Commission, and such information does not purport to comply with Article 3-05 of Regulation S-X.

In addition, financial data in this presentation includes “non-IFRS financial information” under ASIC Regulatory Guide 230 “Disclosing non-IFRS financial information” published by ASIC and also “non-GAAP financial measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, including pro forma revenue of the Combined Group (as defined below), pro forma gross receivables, pro-forma cash NPAT and the pro forma balance sheet items. MoneyMe believes that this non IFRS/non-GAAP financial information provides useful information to users in measuring the financial performance and conditions of MoneyMe. The non-IFRS financial information do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this presentation.

Forward-looking statements and risks

This presentation contains certain “forward looking statements”, including but not limited to projections, guidance on future potential synergies and estimates of revenue accretion, the timing and outcome of the SocietyOne acquisition and the future performance of MoneyMe and SocietyOne post acquisition (Combined Group). Forward looking statements can generally be identified by the use of forward looking words such as ‘expect’, ‘anticipate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘predict’, ‘plan’, ‘propose’, ‘will’, ‘believe’, ‘forecast’, ‘estimate’, ‘target’, ‘outlook’, ‘guidance’, ‘potential’ and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, statements relating to the impact of the acquisition, the future performance and financial position of MoneyMe and estimated net synergies after combination with SocietyOne. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements.

The forward looking statements contained in this presentation are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of MoneyMe, its Directors and management, and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. You are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19. Any such statements, opinions and estimates in this presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about the market and industry trends, projections, guidance and estimates. Forward looking statements are provided as a general guide only.

Page 48

Disclaimer and Important Notice (2)

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Forward-looking statements and risks (continued)

Forward looking statements may assume the success of MoneyMe’s business strategies including, without limitation, integration of SocietyOne. The success of any of these strategies is subject to uncertainties and contingencies beyond MoneyMe’s control, and no assurance can be given that any of these strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statement may have been prepared or otherwise. Several important factors could cause actual results or performance to differ materially from the forward looking statements including (without limitation) the risks and uncertainties associated with the ongoing impacts of COVID-19, the Australian and global economic environment and market conditions.

Further, other risks and uncertainties nor presently known to management or that management currently believe not to be material may also affect MoneyMe’s business. There can be no assurance that actual outcomes will not differ materially from these forward looking statements.

Such risks and uncertainties include, but are not limited to: the acquisition and retention of customers, commercialisation, technology, third party service provider reliance, competition and development timeframes and product distribution.

Usability of MoneyMe’s products depend upon various factors outside the control of the Company including, but not limited to: device operating systems, mobile device design and operation and platform provider standards, reliance on access to internet, acquisition and retention of customers, reliance on key personnel, maintenance of key business partner relationships, reliance on new products, management of growth, brand establishment and maintenance. A number of the Company’s products and possible future products contain or will contain op en source software, and the company may license some of its software through open source projects, which may pose particular risks to its proprietary software and products in a manner that could have a negative effect on its business. The Company’s intellectual property rights are valuable, and any inability to protect them could reduce the value of its products and brand.

The Company’s products may contain programming errors, which could harm its brand

and operating results. The Company will rely on third party providers and internet search engines (amongst other facilities) to direct customers to MoneyMe’s products. Other risks may be present such as competition, changes in technology, security breaches, insurance, additional requirements for capital, potential acquisitions, platform disruption, ability to raise sufficient funds to meet the needs of the Company in the future, reliance on key personnel, as well as political and operational risks, and governmental regulation and judicial outcomes.

No representation or warranty, express or implied, is made as to the fairness, accuracy, correctness, completeness, adequacy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this presentation. To the maximum extent permitted by law, MoneyMe and its affiliates and related bodies corporate (as defined in the Corporations Act) and each of their respective Directors, employees, officers, representatives, agents,

partners, consultants, advisers and intermediaries (Extended Parties) disclaim any responsibility for the fairness, accuracy, correctness, completeness or adequacy of any forward looking statements whether as a result of new information, future events or results or otherwise. MoneyMe disclaims any responsibility, obligations or undertakings to release any updates or revisions to the information to reflect any changes in expectations or assumptions, to the maximum extent permitted by law. Except as required by law or regulation (including the ASX Listing Rules), MoneyMe undertakes no obligation to provide any additional or updated information, whether as a result of new information, future events or results or otherwise.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation (including in charts, graphs or tables in the presentation) are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation.

Past performance

Investors should note that past performance, including past share price performance of MoneyMe and pro forma historical information in this presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future MoneyMe performance including future share price performance. The pro forma historical information is not represented as being indicative of MoneyMe’s views on its future financial condition and/or performance.

The historical information in this presentation is, or is based upon, information contained in previous announcement made by MoneyMe to the market. These announcements are available at www.asx.com.au.

Disclaimer

While the information contained in this presentation has been prepared in good faith, neither the Company, SocietyOne or any of its their respective directors, officers, agents, employees or advisors give any representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. Accordingly, to the maximum extent permitted by law, none of the Company, SocietyOne, or any of their respective directors, employees or agents, advisers, nor any other person accepts any liability whether direct or indirect, express or limited, contractual, tortuous, statutory or otherwise, in respect of, the accuracy or completeness of the information or for any of the opinions contained in this presentation or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this presentation.

General

Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice.

Page 49

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www.moneyme.com.au

Copyright 2021 | MoneyMe Limited | ACN 636 747 414 | Australian Credit Licence Number 442218

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