TSL.L Regulatory News (TSL)

05 November 2020

ThinkSmart Limited

 ("ThinkSmart" or the "Company" which together with its subsidiaries is the "Group")

2020 Annual General Meeting to be virtual only

The 2020 Annual General Meeting ("AGM") of ThinkSmart Limited (AIM: TSL), a specialist digital payments platform business, is scheduled to be held at 8.30am (GMT) on Wednesday 11 November 2020 at the offices of Canaccord Genuity, 88 Wood Street, London EC2V 7QR.

The Company advised in its Notice of AGM dated 15 October 2020 that COVID-19 government restrictions may change prior to the AGM that require the Company to change the manner in which the AGM is to be held, including the possibility of holding the AGM via virtual means. Shareholders were strongly encouraged to lodge a directed proxy form prior to the AGM.

After the Company released its Notice of AGM, the United Kingdom government announced a four week lockdown commencing on 5 November 2020. Accordingly, shareholders will no longer be able to attend the AGM in person.

The Corporations (Coronavirus Economic Response) Determination (No.3) 2020 ("Determination") permits meetings to be held virtually, provided that shareholders have an opportunity to participate in the meeting and ask questions, all votes taken at the meeting are taken on a poll and shareholders are entitled to vote in real time. Therefore, the Company has considered it necessary to amend the process for attending and voting at the AGM. To facilitate this change and to ensure the Company complies with the Determination, the Company will conduct the AGM via a live videoconference, with shareholders (and their proxies) being able to cast votes in real time during the AGM via the Lumi voting software.

All resolutions at the AGM will be decided on a poll. The poll will be conducted based on votes submitted by proxy and online voting at the AGM in accordance with the instructions set out below.

All Shareholders who would like to have their vote counted must either:

· Vote by lodging a Proxy Form no later than 4.30pm (AWST) on Monday 9 November 2020 (recommended). Shareholders are strongly encouraged to lodge a Proxy Form appointing the Chair of the AGM as their proxy. Shareholders can complete the Proxy Form that was enclosed with the Notice of AGM to provide specific instructions on how a shareholder's vote is to be cast on each item of business, and the Chair must follow those instructions. Lodgement instructions are set out in the Proxy Form attached to the Notice of AGM. If a person other than the Chair is appointed as proxy, the proxy must attend the live videoconference and vote live via the Lumi voting software (see below). The proxy will revert to the Chair in the absence of the appointed proxy holder's attendance at the meeting; or

· Shareholders (or their proxies) who wish to participate via the live videoconference and vote live at the AGM should contact the Company. The AGM will be accessible to all shareholders (and their proxies) via a live videoconference, which will allow shareholders (and their proxies) to listen and observe the AGM and ask questions on the business of the AGM. Shareholders (and their proxies) attending the live videoconference will be able to vote in real time via the Lumi voting software. To access the AGM by videoconference and vote via Lumi shareholders (or their proxies) should submit a request to the Company at www.thinksmartworld.com/contact to be provided with a link to the live videoconference and instructions on how to use the Lumi voting software.

The Directors remind all Depositary Interest ("DI") holders who would like to have their vote counted to either:

· submit their CREST Voting Instruction to the Company's agent by the required cut off time published in the Notice of AGM (6 November 2020 at 8.30am (GMT)); or

· vote using the Form of Instruction sent out with the Notice of AGM from the Company's agent. The Form of Instruction must be sent to Computershare UK, by 6 November 2020 at 8:30am (GMT).

DI holders may attend the AGM via the live videoconference but will not be permitted to vote at the AGM. To access the AGM by videoconference DI holders should submit a request to the Company at www.thinksmartworld.com/contact to be provided with a link to the live videoconference.

As previously announced, subject to shareholder approval at the Company's 2020 AGM, the Company intends to return an amount to shareholders of approximately A$6.5 million, consisting of a return of share capital of approximately A$4.9 million by way of a capital reduction to be effected by the Company paying up to 4.575 cents per share (or depositary interest) and an unfranked dividend of approximately A$1.6 million being 1.525 cents per share (or depositary interest), to each registered holder of the shares as at the proposed record date of 5:00pm (GMT) on Friday, 13 November 2020 with payment expected to be made on 9 December 2020. Payments will be made to shareholders in AUD unless the shareholder has made a currency election to receive in GBP or EUR, and payments to DI holders will be made in GBP unless the DI holder, via their nominee, has made a currency election to receive in AUD. The last day for currency elections will be 27 November 2020. At the date of the Notice of AGM, the Group had approximately A$18 million of cash or cash equivalents.

Copies of the 2020 Annual Report and Accounts, including the Notice of AGM and Proxy Form are for viewing on the Company's website www.thinksmartworld.com.

For further information please contact:

Notes to Editors

About ThinkSmart Limited

ThinkSmart is a specialist digital payments platform business. It offers investors unique exposure to the UK 'Buy Now Pay Later' payments sector undergoing exponential growth, driven by ongoing digital transformation of consumer shopping habits and financial services.