Optimal Payments

Disclaimer

Disclaimer (cont’d)

Joel Leonoff, President & Chief Executive Officer

Presenting team

Brian McArthur-Muscroft, Chief Financial Officer

Strong team with track record of integrating acquisitions and delivering

shareholder value

Transaction overview

Optimal Payments + Skrill

3 Diversifies customer base, product offering, geographic exposure and sector presence

2 Highly complementary businesses with compelling strategic fit

1 Creates a leading global payment and digital wallet provider with significant international scale and reach

5

Value uplift opportunity from synergies (targeting on-going c. $40m cost reduction from synergies by end of

FY 2016). EPS accretion expected in first full fiscal year of ownership

6 Well-positioned to capture expected growth in North American gambling market

4 Profit margin expansion, increased scalability and improved expected growth opportunities

A transformational and value enhancing combination

7 Intention to seek a Main Market listing and join FTSE250 as soon as possible following completion

FY 2014 Highlights

Substantial increases in revenue and profitability – boosted by FIFA World Cup in H1

Acquisition of Meritus and GMA businesses in the US (completed July 2014) – contributed to

revenue growth and diversification of the Group in H2; integration progressing well

Full year highlights

Solid foundation to build on in 2015

Continued investment to deliver further growth

Board and Executive Management strengthened

Good progress on strategic initiatives:

Principal Membership granted & launched (with Visa and MasterCard in Europe)

Well positioned in US gaming & fantasy sports

Launch of card issuing services division and NETELLERGO! (for merchants outside of gaming)

Group revenue

Significant increases in revenue - H2 revenues c. 30% higher (to H1) incorporating revenue from US

acquisitions ($45 million from end July)

Material organic and inorganic growth – 44% overall; organic growth of 26% in 2014 (excl. US

acquisitions)

Concentration of Asian revenues balanced by further diversification of Group

Gross Revenue ($m) Fee revenue by geography (2014)

Asia & ROW

52%

North

America

27%

Europe

21%

NETELLER SV

Sustained business growth

VIP Focus

Non VIP program

Revenues H1 2014 H2 2014 FY 2014 Change

Stored Value $41.4 m $48.2 m $89.6 m +50%

FY 2013

$59.8 m

NETELLER Sign ups Jan14-Dec14

85% 84% Gross margin

NETBANX STP

Organic & inorganic growth

Revenues H1 2014 H2 2014 FY 2014 Change

Straight Through

Processing $117.4 m $157.0 m $274.7 m +42%

FY 2013

$193.0 m

NETBANX: Acquiring Volume (Bureau)

41% 42% Gross margin

Strong earnings growth

Adjusted EBITDA ($m) Earnings per Share (cents)

36

38

22

25

Acquisition of Skrill

Skrill offer

enterprise

value

€1,111m

Historical acqn.

multiples1:

(LTM to 30 Sep 14)

EV/EBITDA 13.5x

(Pre-synergies)

EV/EBITDA 9.3x

(Post-synergies2)

Transaction overview

Fully underwritten Rights Issue to raise cash of

approx. €609m (£451m)

37.5m ordinary equity shares in Optimal

Payments to Skrill shareholders, equivalent to

€135m4

New debt raised and drawdown on RCF of

€505m5

Estimated

transaction costs

€62m

Refinanced Optimal

Payments debt

€77m3

Total: €1,250m

A fully funded acquisition financing structure

$275m

$181m

$90m $151m

Merchants – c.16.6k c.40k

20+ global acquiring relationships

Customer accounts – 8m 19m

Merchants – 1.2k 1k

Broadened geographic and sector exposure

€1.6bn transaction value processed in 12 months to 30 September 2014

c. 595k myPSC accounts

442k cash-in locations and 5.7k web shops

The Enlarged Group – a compelling business combination

1

e-Wallet

3 Prepaid

2 Payment gateway

Complementary business combination will create a leading payment provider

Revenue

Revenue

Revenue 2

2

2 2

5

5

6

1 2

3 4

3 4

12m to 31 Dec 2014 12m to 30 Sep 2014

12m to 31 Dec 2014

12m to 30 Sep 2014

5

Optimal Payments - business overview

Optimal Payments provides payment solutions and stored value products through two

principal business divisions

Skrill - business overview

Leading provider of online payment and e-money solutions

Creating a leading payments provider

The combined entity would be a more diversified, vertically integrated player

facilitating payments across a wider addressable market

Immediate funding Pre-funding Future funding

Drives transaction value

Acquiring

De-risking for merchants

Prepaid1

Digital wallet Payment processing Invoice payment

22+

languages

100+

payment types

41

currencies

Creates a global payments player with a full suite of

products

Digital Wallet

Integrated global

payments provider

PSP

eVoucher

Emerging payments

Traditional payment providers

Customer

Key players / verticals Online bank

transfer Mobile

Cash-in/

prepaid

voucher

Prepaid

debit card Remittance

Invoice &

instalments

Digital

wallet

Currency

services Online PSP

Merchant

Acquiring banks

Medium term

Near term

Longer term

Significant consolidation opportunities

Targeting on-going c. $40m cost reduction from synergies by end of FY 2016

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EBITDA3

($m)

Historical financial performance

EBITDA Margin

Skrill

Revenue2,3

($m)

Enlarged Group1

Creates a diversified business with significant scale and strong financial profile

0

Optimal Payments

Revenue by

geography4

12m to 31 Dec 2014 12m to 30 Sep 2014 20141

Strong and efficient financing structure

Balance sheet efficiency and expected rapid deleveraging profile

New debt

Leverage

―

―

―

Currency

summary

Enlarged group future growth strategy

Leverage strong

position in stored

value

Continued focus

on online

gambling

Continue to

pursue inorganic

growth

Monetise wider

addressable

market

Drive organic

growth in

payment

processing

Transaction expected to deliver on stated strategic objectives

Conclusions

Substantially diversified customer base, product offering, geographic exposure and sector

presence

Compelling strategic fit of two complementary businesses, well-positioned for long term

organic growth

Creates a leading global payment and digital wallet provider

Significant annual cost saving synergies (targeting on-going c. $40m cost reduction by end

of FY 2016) and value creation opportunity. EPS accretion expected in first full fiscal year of

ownership

A transformational and value enhancing combination

Intention to seek a Main Market listing and join FTSE250 as soon as possible following

completion

Listing

Size

Deal type

Rights ratio

Discount to TERP2

Use of proceeds

Syndicate structure

Financial Adviser

Arrangers

Quantum

Maturity

Amortisation

Covenants

Indicative term sheets

Indicative terms of equity capital raising Indicative terms of debt

Quantum

Pricing1,2

Fees1

Maturity

Amortisation

Covenants

Headroom

Arrangers

3 13

1

2

3

4

5

6

7

8

9 Expected completion of acquisition

Expected timetable

Transaction announcement and publication of the prospectus 23 March 2015

Posting of rights issue prospectus, including notice of General Meeting 23 March 2015

Record date for rights issue 14 April 2015

General Meeting 16 April 2015

Nil-paids trading expected to commence 17 April 2015

Latest time for acceptance of rights issue 1 May 2015

Announcement of results of rights issue expected 5 May 2015

Commencement of dealing in new ordinary shares, fully paid 5 May 2015

Q3 2015

Appendix I: FY 2014

Financials

Business performance

Fee Revenue ($m) Gross Profit ($m)

Continued improvement in high margin NETELLER SV revenues; strong growth in NETBANX STP (incorporating

contribution of Meritus & GMA from end July 2014)

NETELLER SV: 50% YOY growth in fee revenue

NETBANX STP: 42% YOY growth in fee revenue; organic growth of 19% in full year (excluding Meritus/GMA in H2)

($m) FY 2014 FY 2013 Growth

Total 103 79.6 29%

Selling, general & administrative costs

($’000s) FY 2014 FY 2013

Profit before provision for income taxes 58,979 32,713

EBITDA (1)

86,063 52,212

Reconciliation of profit before tax to EBITDA

FY 2014 FY 2013 FY 2014 FY 2013

($m) ($m) EPS ($) EPS ($)

Reported profit before tax / diluted EPS* 59.0 32.7 0.32 0.20

Adjusted profit before tax / adjusted

diluted EPS* 72.2 41.0 0.40 0.26

Adjusted profit after tax / diluted EPS* 68.0 39.5 0.38 0.25

Adjusted results

Balance sheet

Group

Cash

Group own cash of $106.5m (2013: $93.8m) with free cash of $44.0m after using

$26.6m cash to partly fund US acquisitions

Highly cash generative with strong cash conversion

Group

Loans

Shareholder loans converted and cleared in Jan-2014 with successful placement

of c25% shares in issue

Net debt of $23.2m - $150m bank facility secured to fund US acquisitions; in full

compliance with debt covenants

Capacity to raise additional funding for further M&A opportunities

Strategic initiatives

Delivering the present and building the future

1 2 3 4 5

Drive growth in

core business

lines

Develop multi-

channel

solutions

Deliver new

white-label

propositions

Position for US

gaming

opportunity

Inorganic

growth through

acquisition

Appendix II: Optimal

Payments + Skrill

Transaction

Joel Leonoff, President & Chief Executive Officer

Executive directors

Executive team

Danny Chazonoff, Chief Operating Officer

Brian McArthur Muscroft, Chief Financial Officer

Elliott Wiseman, General Counsel

Supporting executive team

Dennis Jones, Non-Executive Chairman

Ian Francis, Non-Executive Director

Ian Jenks, Non-Executive Director

Andrew Dark, Non-Executive Director

Brahm Gelfand, Non-Executive Director

Stephen Shaper, Non-Executive Director

Board member

Board of Directors

Highly experienced team with significant payment industry expertise

Global e-Commerce market (US$bn)

Global online gross gambling yield (US$bn)

Market overview - estimates

Transaction value for payment methods 2012 vs. 2017

Geographic trends

Europe

41% of e-transactions made using non-card

methods

US & Canada

29% of e-transactions made using non-card

methods

Asia

63% of e-transactions made using non-card

methods

Enlarged group even better positioned to capture opportunities in dynamic, structural growth

markets

Stored value business model

a

b

c

d

Stored value transactional flow and revenue model

Consumer

Fee flows

Merchant

a

c

e

PREPAID

MASTERCARD

b

CARDS

BANK ACCOUNT

ALTERNATIVE

UPLOAD METHODS

BANK

ACCOUNT

e-Wallet

d

e

f

f

Typical STP transaction

STP + acquirer

relationship /

merchant acquirer

status

Optimal Payments has merchant acquirer status, and so can achieve higher fees on

transactions in which it acts as the acquiring bank

Skrill – paysafecard overview

Growing, incremental revenue stream that would broaden Optimal Payments’

payment offering

Y/E Dec 2012A 2013A 12m to Sept 14 Y/E Dec 2012A 2013A 2014A1

Historical financials

Dec 14

Topco

Regulatory overview

Compliance procedures in place for both Optimal Payments and Skrill

Online gambling regulation

The gambling regulatory landscape is varied and subject to change. Both Optimal

Payments and Skrill have systems for identification of a customer’s geography and

the corresponding regulatory regime

Introduction

Compliance and market categorisation

North America Europe Rest of the world

Optimal Payments evolution

At the forefront of payment innovation since 1996

2006 1996 2001 2004 2014 2011

1996: NETBANX

1999: SureFire

Commerce

Terra

Payments

1999: Neteller 2001: Neteller

2004: Terra

Payments

OP

Payments

2004: Neteller

2005:

NETBANX

2006:

Neteller

2005: OP

Payments

2006: 2008:

2008:

Neteller

Neovia

Financial

2011:

Neovia

Financial

OP

Payments

Optimal

Payments

plc

Jan 2014:

Optimal

Payments plc

July 2014:

Optimal

Payments plc

Meritus

GMA,

SureFire

Bonus adjustments

The effects of the Rights Issue Rights Issue summary(1)