For personal use only The way forward Capital Raising Presentation This presentation is authorised for release on ASX by the Board 10 July 2020
IMPORTANT NOTICES AND DISCLAIMER IMPORTANT NOTICES AND DISCLAIMER This presentation and materials (together the Presentation Presentation) has Accordingly, this presentation does not contain all the Any failure to comply with such restrictions may constitute a been prepared by Sezzle Inc. (ARBN 633 327 358) (ASX: SZL, Sezzle Sezzle information that would be required to be included in a violation of applicable securities laws (see “International Selling or Company Company) in connection with (i) an institutional placement of prospectus, product disclosure statement or other disclosure or For personal use only Restrictions” section in Appendix C of this Presentation). By new fully paid chess depositary interests (New New CDIs CDIs) in the offer document prepared in accordance with the requirements of accepting this Presentation you represent and warrant that you Company (Placement Placement) and (ii) an offer of New CDIs to eligible the Corporations Act and has not been lodged with the holders under a security purchase plan (SPP SPP) (the Placement and Australian Securities and Investments Commission (ASIC ASIC) or any are entitled to receive such presentation in accordance with the SPP together being the Offer Offer). The Placement is managed and other financial services or securities regulator. This Presentation above restrictions and agree to be bound by the limitations fully underwritten by Ord Minnett Limited (ABN 86 002 733 048) is not and should not be considered an offer or an invitation to contained herein. (the Lead Manager Lead Manager). The SPP is not underwritten. subscribe for or acquire securities or any other financial products. Not for release or distribution in the United States of America Not for release or distribution in the United States of America Summary Information Summary Information The Placement will be conducted under section 708A of the This Presentation and the information contained herein does not This Presentation contains summary information about the Corporations Act and will be made available to certain persons constitute an offer to sell, or the solicitation of an offer to buy, current activities of the Company and its subsidiaries as at the who are "professional" or "sophisticated" investors (as defined in any securities in the United States or any other jurisdiction in date of this Presentation. The information in this Presentation is subsections 708(8) and 708(11) of the Corporations Act). The SPP of a general nature and does not purport to be complete. This will only be made available to eligible holders of CDIs in Australia which such an offer would be illegal. The New CDIs have not been, Presentation does not purport to contain all the information that and New Zealand and will be conducted in accordance with ASIC and will not be, registered under the US Securities Act of 1933 an investor should consider when making an investment decision Instrument [20-0707]. Determination of eligibility of investors for (the US US Securities Act Securities Act) or the securities laws of any state or other nor does it contain all the information which would be required in the purposes of the Offer is determined by reference to a jurisdiction of the United States. Accordingly, the New CDIs to be a disclosure document or prospectus prepared in accordance number of matters, including legal requirements and the offered and sold in the Placement may not be offered or sold, with the requirements of the Corporations Act 2001 (Cth) (the discretion of the Company and the Lead Manager. To the directly or indirectly, in the United States unless the New CDIs Corporations Act Corporations Act). Certain market and industry data used in maximum extent permitted by law, the Company and the Lead connection with this Presentation may have been obtained from have been registered under the US Securities Act or are offered Manager each disclaim any liability in respect of the exercise of research, surveys or studies conducted by third parties, that discretion or otherwise. or sold pursuant to an exemption from, or in a transaction not including industry or general publications. Neither Sezzle nor its subject to, the registration requirements of the US Securities Act representatives have independently verified any such market or International restrictions International restrictions and applicable securities laws of any state or other jurisdiction industry data provided by third parties or industry or general of the United States. publications. The information in this presentation should be read This Presentation does not constitute or form a part of any offer in conjunction with the Company’s other periodic and continuous or solicitation to purchase, subscribe or sell securities in the The New CDIs will only be offered to investors outside the United disclosure announcements lodged with the Australian Securities United States or any other jurisdiction in which such an offer States in "offshore transactions" (as defined in Rule 902(h) of Exchange (ASX ASX), which are available at www.asx.com.au. would be illegal. Regulation S under the US Securities Act (Regulation S Regulation S) in Not an offer Not an offer reliance on Regulation S. No public offering of the New CDIs will be made in the United This Presentation is for information purposes only and is not a States or in any other jurisdiction where such an offering is prospectus, disclosure document, product disclosure statement restricted or prohibited. The distribution of this Presentation in or other offering document under Australian law or any other law other jurisdictions outside Australia may also be restricted by law Neither is this presentation financial product advice, investment and any such restrictions should be observed. advice or any recommendation. SEZZLE INC. 2
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