2016 half year results August 10 th 2016

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1 2016 half year results August 10 th 2016

2 HALF YEAR RESULTS Certain statements in this document are forward looking statements. These forward looking statements speak only as at the date of this document. These statements concern, or may affect, future matters and include matters that are not facts. Such statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and outcomes to differ materially from any expected future results or performance expressed or implied by the forward looking statements. You are cautioned not to place undue reliance on these forward looking statements. The information and opinions expressed in this document are subject to change without notice and neither Paysafe Group plc nor any other person assumes any responsibility or obligation to update publicly or review any of the forward looking statements contained within this document, regardless of whether those statements are affected as a result of new information, future events or otherwise. Please note that due to rounding, numbers presented throughout this document may not add up precisely to the totals provided. Percentage changes are calculated on unrounded figures. The interim results for the period ended 30 June 2016 in this document are unaudited and do not constitute statutory accounts within the meaning of the Companies Acts 1931 to To provide a more transparent analysis of the performance of the Group following the material acquisition of Skrill in FY 2015, revenue commentary was included on a pro forma constant currency basis in the FY 2015 results. This measure is unaudited, and was stated on an adjusted basis as if the Group had owned all acquisitions throughout the comparative periods ( proforma ). It was also calculated by applying prior period foreign exchange rates to current period amounts ( constant currency ). From 1 January 2016 the commentary reverts to the more usual definition of pro forma organic constant currency growth by showing growth as if companies acquired on or after 1 January 2016 had been owned in the comparative period, and using the same foreign exchange adjustment. This means that all pre 2016 published pro forma growth rates remain the same. In relation to commentary for the Prepaid division, constant currency pro forma growth rates are shown excluding the estimated impact of discontinued Ukash territories and services. Absolute pro forma revenue and volume dollar figures are only shown for 2013 to 2015 and include all acquisitions in that period.

3 An exceptional first half Joel Leonoff President & Chief Executive Officer

4 HALF YEAR RESULTS BUSINESS PERFORMANCE Business performance Corporate strategy Outlook

5 HALF YEAR RESULTS 2016 BUSINESS PERFORMANCE 4 Exceeding expectations Revenue $487m 20% YoY growth* Adjusted EBITDA* $144m 29.6% margin Excellent cash generation Free cash flow* $79m Adjusted EBIT cash conversion* 78% Expanding the core foundations of our business * H organic constant currency growth Adjusted EBITDA excludes restructuring and acquisition related expenses, share based payments and other one offs Free cash flow before payments working capital. Defined as operating cash flow after operating working capital movements, tax, interest and capex Cash conversion before payments working capital measured as % of adjusted EBIT, and therefore excludes one off items, interest costs, and tax

6 HALF YEAR RESULTS BUSINESS PERFORMANCE 1190% share price increase since H1 11 Reported revenue, $m 5 year CAGR 53% grow 53% Reported adjusted EBITDA, $m 5 year CAGR 86% gro wth * 86% H111 H112 H113 H114 H115 H116 H111 H112 H113 H114 H115 H116 Share price as at 9 August 2016 compared with 4 January 2011

7 HALF YEAR RESULTS CORPORATE STRATEGY Business performance Corporate strategy Outlook

8 HALF YEAR RESULTS CORPORATE STRATEGY Our strategic pillars Aggressive organic growth State of the art technology Niche orientated solutions Entrepreneurial culture Bold M&A

9 HALF YEAR RESULTS CORPORATE STRATEGY Focus on relevant differentiated solutions that add value Expansion into new geographies and developing new business Fostering an entrepreneurial culture, divisional autonomy to make quick decisions Staying ahead of and adapting to changes in market and regulatory environment Proactively managing risk across the business Active relationship management, working closely with our partners Innovating with purpose, proactive investment

10 HALF YEAR RESULTS CORPORATE STRATEGY Technology is the foundation of our business: Strong focus on innovation Building out new Data and Merchant Platform Hiring top senior talent New group of highly talented engineers in India Investing with purpose in R&D to stay ahead and lead Data & Merchant Platform Fraud reporting Analytics Multi channel KYC Mobile 200+ payment types

11 HALF YEAR RESULTS CORPORATE STRATEGY Market leading position in multiple niches: Online gambling Medium to high risk processing Direct marketing, online retail start ups, membership subscriptions Releasing new niche orientated technologies: App Users Simple, Easy, Secure Mobile Ordering & Payments Merchants Receiving Live Orders & Operations MOBILE ORDERING PLATFORM Runners Optimise Delivery through Runner App Real Time Managers Content Management, Monitoring Reporting & Analytics

12 HALF YEAR RESULTS CORPORATE STRATEGY Courageous Pioneering Open Focused

13 HALF YEAR RESULTS CORPORATE STRATEGY We committed to seek and execute deals. and have delivered We continue to pursue accretive deals with a strong strategic fit

14 HALF YEAR RESULTS OUTLOOK Business performance Corporate strategy Outlook

15 HALF YEAR RESULTS OUTLOOK Revenue Adjusted EBITDA margin Adjusted EBITDA $ m 29.6% $ m

16 Financial review 2016 half year results Brian McArthur Muscroft Chief Financial Officer

17 HALF YEAR RESULTS 2016 FINANCIAL REVIEW 16 $m H1 14 H2 14 H1 15 H2 15 H1 16 Revenue Growth YoY% 34% 53% 40% 90% 118% Pro forma CC YoY% 23% 14% 12% 14% 20% Adjusted EBITDA Adjusted EBITDA margin 24.5% 22.9% 22.4% 26.3% 29.6% Adjusted FD EPS Cash conversion before payments working capital 92% 110% 98% 89% 78% 31 Dec Jun 16 Net debt Net debt / pro forma last 12 months adjusted EBITDA 2.1x 1.5x Pro forma includes Meritus, GMA, Skrill and FANS Entertainment from 2013 onwards. CC = constant currency Skrill Group acquired on August 10, MeritCard included in pro forma growth rates in 2016 onwards Adjusted EBITDA excludes restructuring and acquisition related expenses, share based payments and other one offs Cash conversion before payments working capital = adjusted free cash flow before payments working capital/adjusted EBIT Net Debt / last 12 months adjusted EBITDA pro forma EBITDA only includes acquisitions which took place before period end and includes Meritcard at 30 June 2016

18 HALF YEAR RESULTS FINANCIAL REVIEW H YoY pro forma CC revenue growth 20% H gross margin 54% Pro forma revenue Reported revenue Pro forma gross margin % 53% 51% 51% 54% H1 14 H2 14 H1 15 H2 15 H1 16 Revenue growth YoY % 34% 53% 40% 90% 118% Pro forma growth CC* 23% 14% 12% 14% 20% Pro forma CC excl. MMAG* 18% 18% 18% 15% 21% 60% 50% 40% 30% 20% 10% 0% 10% 20% 30% 40% CC = constant currency. MMAG = major merchant Asia Gateway Pro forma includes Meritus, GMA, Skrill and FANS Entertainment from 2013 onwards MeritCard included in pro forma growth rates in 2016 onwards Gross margin is reported in H1 16 and pro forma from H1 14 to H2 15

19 HALF YEAR RESULTS FINANCIAL REVIEW 61% 45% 38% 28% 26% Asia / ROW 31% 29% N. America Europe 16% 35% 43% 41% 45% 23% 20% 19% H1 14 H2 14 H1 15 H2 15 H1 16 Fee revenue excludes revenue from investment income; i.e. interest income

20 HALF YEAR RESULTS FINANCIAL REVIEW Division Geography Vertical Prepaid 22% Payment Processing 48% N. America 29% Europe 45% Other 48% Online gambling 45% Digital Wallets 30% Asia / ROW 26% Gaming 7% Fee revenue excludes revenue from investment income; i.e. interest income Geography: Processing revenue is defined by transaction currency Digital Wallets revenue is defined by transaction currency, cross border revenue is based on the revenue base of the consumer paying or transferring money Prepaid revenue is defined by transaction currency, cross border revenue is defined by the currency of the consumer buying goods

21 HALF YEAR RESULTS FINANCIAL REVIEW Processing H pro forma YoY CC growth excl. MMAG 32% H gross margin 38% Pro forma revenue Reported revenue Pro forma gross margin % 39% 37% 37% 38% Reported revenue YoY % 31% 53% 47% 28% 34% Pro forma growth CC* 29% 14% 7% 25% 28% Pro forma CC excl. MMAG* 18% 24% 24% 33% 32% H1 14 H2 14 H1 15 H2 15 H % 40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% MMAG = major merchant Asia Gateway Pro forma includes Meritus, GMA, Skrill and FANS Entertainment from 2013 onwards MeritCard included in pro forma growth rates in 2016 onwards

22 HALF YEAR RESULTS FINANCIAL REVIEW YoY H constant pro forma currency growth* YoY CC growth 28% H gross margin 76% 77% Pro forma revenue Reported revenue Pro forma gross margin % 73% 72% 74% 77% H1 14 H2 14 H1 15 H2 15 H1 16 Reported revenue YoY % 46% 53% 20% 127% 195% Pro forma growth CC* 21% 24% 20% 14% 28% % 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% Pro forma includes Meritus, GMA, Skrill and FANS Entertainment from 2013 onwards MeritCard included in pro forma growth rates in 2016 onwards

23 HALF YEAR RESULTS FINANCIAL REVIEW H pro forma YoY CC growth* 11% H gross margin 53% Pro forma revenue Reported revenue Pro forma gross margin % 50% 50% 51% 53% H1 14 H2 14 H1 15 H2 15 H % 40% 30% 20% 10% 0% Pro forma CC* growth 16% 8% 12% 10% 11% *Pro forma constant currency year on year revenue growth excluding the estimated impact of discontinued Ukash territories and services

24 HALF YEAR RESULTS FINANCIAL REVIEW $m H1 15 % rev % YoY H2 15 % rev % YoY H1 16 % rev % YoY Revenue % 40% % 90% % 118% Gross profit % 25% % 102% % 158% Salaries excl SBP % 27% % 94% % 124% Other administrative % 17% % 78% % 133% Adj opex % 22% % 86% % 128% Adj EBITDA % 28% % 118% % 189% Adj D&A % 15% % 110% % 126% Adj EBIT % 30% % 119% % 199% Finance exp % % % Adj profit before tax % 22% % 101% % 181% Adj tax % % % Adj tax rate 8.0% 8.6% 11.1% Adj profit after tax % 19% % 95% % 172% Adj av FD shares m % % % Adj FD EPS ($) % % % Adjusted numbers exclude exceptional items including acquisition related costs, restructuring, acquired intangible amortisation, share based payments, gains and losses on acquisition and disposal 2015 EPS is negatively impacted by the one time effect of the 272m rights issue on May 1, 2015 vs consolidation of Skrill Group earnings from August 10, 2015

25 HALF YEAR RESULTS FINANCIAL REVIEW $m H1 15 H2 15 H1 16 PP&E % sales 1.7% 0.5% 1.6% Capitalisation of development % sales 1.5% 2.5% 2.7% Other intangible % sales 0% 1.3% 1.3% Capex % sales 3.1% 4.3% 5.7% Depreciation Amortisation of cap. dev Other amort. excl PPA Adj depreciation & amortisation Purchase price amor sa on (PPA) Depreciation & amortisation Capital spending reflects cash spend during the period.

26 HALF YEAR RESULTS FINANCIAL REVIEW $m H1 14 H2 14 H1 15 H2 15 H1 16 Adj EBIT Adj cash conversion before payments working capital 92% 110% 98% 89% 78% Adj free cash flow before payments working capital Realised FX gain/loss & operating finance costs Restructuring/exceptionals Interest paid per cash flow Tax paid Restructuring costs working capital Free cash flow before payments working capital Payments working capital Free cash flow H1 16 Capex $27.5m Free cash flow (non IFRS) = operating cash flow after working capital movements, tax, interest and capex

27 HALF YEAR RESULTS FINANCIAL REVIEW Strong EBIT cash conversion 78% Net debt / pro forma LTM adj EBITDA 1.5x Free cash flow before PWC $79m Free cash flow $m Free cash flow Free cash flow before PWC H1 13 H2 13 H1 14 H2 14 H1 15 H2 15 H We continuously review our capital allocation policy and the potential for returning cash to shareholders We continue to pursue accretive, strategic M&A opportunities Cash conversion measured as adjusted free cash flow before payments working capital / adjusted EBIT. Free cash flow before payments working capital, defined as operating cash flow after operating working capital movements, tax, interest and capex.

28 Closing remarks Joel Leonoff President & Chief Executive Officer

29 HALF YEAR RESULTS

30 Appendix

31 HALF YEAR RESULTS APPENDIX Pro forma Reported H1 14 H2 14 H1 15 H2 15 H1 16 Payment Processing Revenue / volume 2.0% 2.0% 2.2% 2.3% 2.1% Digital Wallets Revenue / volume 1.2% 1.2% 1.2% 1.2% 1.3% Prepaid Revenue / volume 7.8% 7.6% 7.7% 7.3% 7.6% Transaction volume definition: Pro forma dollar (not constant currency) Payment Processing: all transactions, chargebacks, credits Digital Wallets: wallet load and withdrawal, member merchant and member member transactions Prepaid: voucher based transactions

32 HALF YEAR RESULTS APPENDIX USD and EUR main revenue and cost exposure EUR vs USD profit sensitivity partly hedged by EUR debt Cash & cash equivalents are mainly USD and EUR denominated GBP vs USD devaluation somewhat increases profitability FX driven movements on debt, goodwill and foreign currency operations recognised through other comprehensive income Main components of revenue and total cost* Revenue Total costs USD 40% USD 35% Example: impact of 10% devaluation of currency on net profit EUR 30% EUR 30% GBP 5% GBP 15% 3% CAD 3% CAD 10% 2% 3% EUR GBP CAD Approximate revenue and cost exposure first 5 months 2016, rounded to nearest 5% where >5%

33 HALF YEAR RESULTS APPENDIX Fee revenue* Prepaid 22% Digital Wallets 30% Gross profit Prepaid 22% Digital Wallets 44% * Excludes investment income Payment Processing 48% Payment Processing 34% $m H1 15 H2 15 H1 16 Revenue Payment Processing Digital Wallets Prepaid Interest income Total Gross profit Payment Processing Digital Wallets Prepaid Interest income Total Gross margin Payment Processing 37.1% 36.8% 38.4% Digital Wallets 73.1% 72.8% 76.9% Prepaid 51.3% 52.7% Interest income 100% 100% 100% Total 45.2% 50.1% 53.5%

34 HALF YEAR RESULTS APPENDIX $m 30 Jun Dec Jun 16 Non current assets , ,602.2 Cash & cash equivalents excl. rights issue Rights issue cash Total cash & cash equivalents Restricted cash Cash held as reserves Settlement assets Trade & other receivables Other current assets Current assets Merchant processing liability Trade payables Current debt Forward exchange contract (Skrill acquistion) 28.9 Other current liabilties Current liabilities Long term debt Other long term liabilities Net assets , ,153.7 Shareholders' funds , ,153.7

35 HALF YEAR RESULTS APPENDIX $m H1 15 H2 15 H1 16 Profit after tax Tax Profit before tax Foreign exchange (gain) / loss Acquisition, restructuring, and other exceptional costs Share based payments FV gains on share consideration payable Purchase price amor sa on (PPA) Adj. profit before tax Adjusted tax Adj. profit after tax

36 HALF YEAR RESULTS APPENDIX $m H1 15 H2 15 H1 16 Profit after tax Tax Profit before tax Depreciation and amortisation FX, exceptionals, (gains)/losses Finance cost Op CF before movements in working capital Working capital cash flow Op CF before payments working capital Payments working capital cash flow Tax (paid) Cash flows from operating activities Purchase of PP&E and intangible assets Finance costs Free cash flow* Free cash flow excl payments w/c* Free cash flow (non IFRS) = operating cash flow after operating working capital movements, tax, interest and capex.

37 HALF YEAR RESULTS APPENDIX $m H1 13 H2 13 H1 14 H2 14 H1 15 H2 15 H1 16 Adj EBIT Adj depreciation & amortisation Adj EBITDA Working capital movement Less restructuring cost not yet paid Purchase of PP&E and intangible assets Adj free cash flow before payments w/capital Cash conversion before payments working capital 1 97% 105% 92% 110% 98% 89% 78% Payments working capital Adj free cash flow Cash conversion 1 209% 194% 36% 41% 89% 47% 74% (1) Cash conversion measured as % of adj EBIT. Adjusted free cash flow therefore excludes one off items, interest costs, and tax (2) Figure from IFRS cash flow statement (3) Adjustment to exclude restructuring cost accrual movement from IFRS working capital

38 HALF YEAR RESULTS APPENDIX 3.5x covenant net debt to EBITDA at time of acquisition announcement, reduced to 1.5x at period end BB/BB+ company/ instrument ratings, affirmed by S&P (July 2016) Margins reduced to 2.75% and 3.75% on 280m Term A and 220m Term B facilities respectively $m 31 Dec Jun 16 Current portion of long term debt & cap lease LT debt and capital lease Deferred financing fees* Deferred cash consideration payable Contingent cash consideration payable Total debt Cash & cash equivalents Net debt Facility A 280m Amortise over 5 years 3.00% margin reducing to 2.75% when adjusted leverage is less than or equal to 3.00:1 Facility B 220m Repay in 7 years, option to repay without penalty from February % margin reducing to 3.75% when adjusted leverage is less than or equal to 3.00:1 * Deferred financing fees of 21.4m amortised through income statement over term of loan, and credited to balance sheet debt over that time

39 Paysafe Group plc Registered Office & Headquarters Audax House 6 Finch Road Douglas IM1 2PT Isle of Man +44 (0) Michelle Singleton, VP Investor Relations: +44 (0) / investorrelations@paysafe.com Gavin Haycock, SVP Corporate Communications: +44 (0) / gavin.haycock@paysafe.com

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