Wameja : Full Year Statutory Accounts

Wameja Limited

ABN 59 052 947 743

Full Year Statutory Accounts

for the year ended 31 December 2020

Full Year Statutory Accounts

for the year ended 31 December 2020

Results for announcement to the market

Brief explanation of Key Information and Dividends

The Company is partnering with Mastercard to build the HomeSend global payments hub. HomeSend enables cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world. As a founding partner in the HomeSend hub, Wameja helped conceive and bring the opportunity to market. HomeSend is a joint venture of Wameja (35.68%) and Mastercard (64.32%).

The net result of the consolidated entity from continuing operations for the year ended 31 December 2020 was a loss after tax and minority interest for the period of $9.159 million (2019: $13.2 million loss). Loss per share was 0.76 cents (2019: loss per share 1.09 cents).

During the period, there was a net cash outflow of $3.366 million (2019 year: net outflow of $15.5m) primarily resulting from a net outflow from investing activities (mainly in relation to investment to HomeSend) of $1.966 million. Cash at 31 December 2020 was $8.014 million.

On 10 September 2020, Wameja Limited entered into a Scheme Implementation Agreement with Burst Acquisition Co. Pty Ltd, a company controlled by Mastercard, for Burst Acquisition Co Pty Ltd to acquire

all of the issued capital of Wameja Limited for ￡0.08 per share by way of a Scheme of Arrangement

pursuant to Australian Law under Part 5.1 of the Corporations Act ("the Scheme").

The Scheme has been delayed by the Notice of Potential Claim issued by Seamless Distribution Systems AB referred to elsewhere in this financial report ("the Notices"). The parties to the Scheme Implementation Agreement are attempting to resolve the issues raised by the Notices and are continuing to pursue completion of the Scheme.

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Directors' report

The Directors of Wameja Limited (the Company) submit herewith the financial report of Wameja Limited and its controlled entities (the Group) for the full year ended 31 December 2020. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:

Directors

The names of the Directors who held office during or since the end of the year are:

Company Secretary

Thomas Rowe has served as Company Secretary of Wameja Limited since 6 April 2011.

Principle activities

Together with Mastercard, Wameja Limited is a joint venture partner of the HomeSend global payment hub, enabling cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world.

Review of Operations

This report is to be read in conjunction with other reports issued contemporaneously.

Wameja Limited is a public company listed on the Australian Securities Exchange (ASX:WJA) and the London Stock Exchange (AIM) (LSE:WJA).

The Company is partnering with Mastercard to build the HomeSend global payments hub. HomeSend enables cross- border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world. As a founding partner in the HomeSend hub, Wameja helped conceive and bring the opportunity to market. HomeSend is a joint venture of Wameja (35.68%) and Mastercard (64.32%).

The net result of the consolidated entity for the year ended 31 December 2020 was a loss after tax and minority interest of $9.159 million (2019: $13.2 million loss). Loss per share was 0.76 cents (2019: loss per share 1.1 cents).

During the period, there was a net cash outflow of $3.366 million primarily resulting from a net outflow from investing activities (mainly in relation to investment to HomeSend) of $1.966 million. Cash at 31 December 2020 was $8.014 million.

On 10 September 2020, Wameja Limited entered into a Scheme Implementation Agreement with Burst Acquisition Co. Pty Ltd, a company controlled by Mastercard, for Burst Acquisition Co Pty Ltd to acquire all of the issued capital of

Wameja Limited for ￡0.08 per share by way of a Scheme of Arrangement pursuant to Australian Law under Part 5.1

of the Corporations Act ("the Scheme").

The Scheme has been delayed by the Notice of Potential Claim issued by Seamless Distribution Systems AB referred to elsewhere in this financial report ("the Notices"). The parties to the Scheme Implementation Agreement are attempting to resolve the issues raised by the Notices and are continuing to pursue completion of the Scheme.

Subsequent events

The impact of the Coronavirus (COVID 19) pandemic is ongoing and while COVID‑19 has been financially neutral for the Group up to 31 December 2020, it is not practicable to estimate the extent of the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the governments and authorities around the world, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

Based on the information available to the directors as at the date of this financial report, there are no significant factors identified which would impact on the carrying value of the Group's investment in associate due to COVID-19. However, the directors consider that prolonged general economic impacts arising from COVID-19 may have a negative impact on the operations of the Group's associate. This in turn may impact the recoverability of the Group's carrying value of the investment in associate going forward.

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Directors' report

Subsequent events (continued)

On 18 March 2021, Wameja Limited subscribed for a further €1,784,118 of shares in HomeSend SCRL. The equity contribution is part of a €6,000,000 capital raise with Mastercard agreeing to contribute an additional €1,000,000 over and above its proportionate interest in HomeSend SCRL. The funds from the capital raise are to be used to support the operational expenses of the HomeSend 2021 business plan and its minimum equity requirements into H2 2021.

No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations or the state of affairs of the entity in subsequent financial years.

Future developments

To the extent that the disclosure of information regarding likely developments in the operations of the Group in future financial years, and the expected results of those operations is likely to result in unreasonable prejudice to the consolidated entity, such information has not been disclosed in this report.

Environmental regulations

The consolidated entity operates primarily within the technology and telecommunication sector and conducts its business activities with respect for the environment while continuing to meet the expectations of shareholders, customers, employees and suppliers.

During the year under review, the Directors are not aware of any particular or significant environmental issues which have been raised in relation to the consolidated entity's operations.

Dividends

No dividends were declared or paid during the financial year (2019: nil).

Share Options

Wameja Limited Employee Share Option Plan

The Company has an ownership-based remuneration scheme for executive directors, key management personnel and employees. In accordance with the provisions of the scheme, executive directors and employees may be granted options to acquire ordinary shares in the Company. The exercise of any share options is not dependent on any performance criteria, however, is dependent on a period of service relative to the vesting dates.

Share options granted to directors and senior management

During the year and up to the date of this report the Company did not grant additional shares or options.

Details of unissued shares under option as at the date of this report are:

Details of the options that have expired or lapsed during the financial year and up to the date of this report are:

During the financial year and up to the date of this report, there were no options exercised (2019: nil).

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