Los Proyectos de Inversión Como Opciones Reales

The Paysafe Group intends to pursue the following strategy:

Creation of a leading payments provider across a wide addressable market

10.1 The Directors believe that the completion of the Skrill Acquisition has created a more

diversified, vertically integrated payments provider with the capability to facilitate payments across a wide addressable market. The Paysafe Group is a provider of global payment solutions at key points in the funding chain, specifically with respect to pre-funding, immediate funding and future funding transactions. Prepaid funding is made possible via paysafecard and Ukash, allowing customers to pre-fund their digital wallets by purchasing vouchers from retail outlets. This prepaid solution particularly appeals to customers who prefer not to use their credit or debit cards for online transactions. This provides additional ‘‘money-in’’ opportunities for customers. The Paysafe Group’s ability to provide immediate funding solutions is expanded due to the combination of Paysafe and Skrill’s digital wallet and payment processing solutions, the latter of which would benefit from Paysafe’s principal acquirer status, which allows the Paysafe Group to directly acquire merchant accounts without the need for an acquiring bank, and to process Visa and MasterCard payment transactions in the UK and the EU for merchants of the Paysafe Group. The combined stored value division will provide a broader and more international solution to customers,

ensuring customers have a range of payment options each of which allow customers to make immediate payments using their digital wallets. Payolution provides the Paysafe Group with a future funding solution by enabling merchants to extend credit to customers to pay later via invoice once the goods have been received. The provision of point-of-sale financing to customers of e-commerce merchants would broaden the type of payment transactions the Paysafe Group could target, thereby expanding strategic growth opportunities.

Stored Value

10.2 The Directors expect that the Paysafe Group will become a leading player in the provision of digital wallets to merchants and customers. Exposure to business verticals is broadened and diversified away from reliance on online gambling to also cover digital media and e- commerce. The Paysafe Group will also seek to maintain focus on the online gambling opportunity, particularly in the North America region.

Payment Processing

10.3 The Directors expect that the Paysafe Group’s complex payment processing networks will

provide the Paysafe Group with improved penetration and reach into new and existing markets, in addition to accelerating the on-boarding of new merchants through network effects. The Paysafe Group’s strategy is to monetise the increased scale of the Paysafe Group’s processing offering, leveraging its critical mass and diversification to attract new merchants. Furthermore, the Paysafe Group will seek to implement its existing acquiring relationships across as many new and, where possible, existing transactions as possible to drive gross margin expansion.

Expected growth in North American online gambling markets

10.4 Since the 2011 ruling from the US Department of Justice that the Wire Act only applies to

online sports gambling, certain US states have sought to introduce regulations for online gambling, with Nevada, Delaware and New Jersey leading in this area and New York, California and Pennsylvania expected to follow suit. The opening of the US regulated online gambling market presents a significant opportunity for the Paysafe Group to grow its operations which provide payment processing and risk management solutions to regulated online gambling merchants. The Paysafe Group’s offering brings together a suite of products encompassing operators’ requirements, from compliance to payment processing and fraud management. The end-to-end customer solutions for traditional operators are well positioned to capitalise on potential online markets. The Paysafe Group currently processes online gambling payments in Nevada, New Jersey and Delaware, with Sutton Bank carrying out the regulated money transmitting service on behalf of the Paysafe Group. The Paysafe Group is registered as a vendor by the Division of Gaming Enforcement in New Jersey and the Paysafe Group also provides services to Lotto Quebec and the Ontario Lottery Group in Canada and is registered as a non-gaming related supplier by the Alcohol and Gaming Commission of Ontario. The Paysafe Group currently derives an immaterial proportion of its revenue from the US regulated online gambling industry but it would seek to capture immediate market share in new markets formed from further state-by-state deregulation. 10.5 Prior to Completion, the Skrill Group completed an intra-group restructuring to transfer Skrill

USA Inc. outside the Skrill Group to Sentinel Group Holdings S.A. Following Completion, Paysafe commenced the process for obtaining the required approvals in connection with Skrill USA Inc.’s money transmitter licences from the relevant US states or territories in order for the Paysafe Group to be able to acquire Skrill USA Inc. The transfer of Skrill USA Inc. to Sentinel Group Holdings S.A. was carried out at market value and the consideration (which is e5.2 million) was left outstanding as a loan between Skrill Holdings Limited and Sentinel Group Holdings S.A. In addition, Skrill Holding Limited has also provided Skrill USA Inc. with a funding loan for working capital purposes. Assuming that the required approvals are received in a timely fashion, Skrill Holdings Limited will repurchase Skrill USA Inc. on receipt of the relevant approvals and the consideration for that transfer will be the release of

Sentinel Group Holdings S.A.’s obligation to repay the e5.2 million loan owed to Skrill

Holdings Limited (and therefore Skrill Holdings Limited will not be required to raise any funds to finance the acquisition).

10.6 Sentinel Group Holdings S.A. has agreed that it will not sell Skrill USA Inc. to a third party for a period of six months after Completion. If Skrill Holdings Limited has not obtained the relevant approvals to enable Skrill USA Inc. to be transferred to Skrill Holdings Limited within the six month period following Completion, Sentinel Group Holdings S.A. shall be permitted to sell Skrill USA Inc. to a third party. In the event Skrill USA Inc. is sold to a third party, Sentinel Group Holdings S.A. will use reasonable endeavours to sell Skrill USA Inc. for the best possible purchase price, and the proceeds of that sale shall be used to repay the loans put in place between Skrill Holdings Limited and both Sentinel Group Holdings S.A. and Skrill USA Inc., and any excess loan amount that remains outstanding (whether relating to the working capital loan or the consideration for the transfer of Skrill USA Inc.) shall be waived by Skrill Holdings Limited. If Skrill USA Inc. is sold to a third party, the Paysafe Group intends to commence applying for its own money transmitter licences in the US in order to enable it to process payments in the US. The Paysafe Group has already obtained money transmitter licences in New Jersey, Delaware, Iowa, North Dakota and Idaho.

Seeking opportunities for inorganic growth

10.7 The Directors believe the Paysafe Group is in a position to establish itself as a natural

market consolidator. The Directors may seek to identify strategic acquisition and investment targets with a view to further consolidating the digital payments industry by considering the acquisition of payment-related companies and/or complementary technologies, which may expand the geographical reach and customer base of the Paysafe Group and/or increase the technical capabilities or products of the Paysafe Group. In furtherance of this strategy, Paysafe completed the acquisition of FANS, a company which specialises in mobile technology development for venues and arenas and offers consultancy services to artists, promoters and festivals with a view to enhancing fan engagement strategy, on 22 May 2015. In October 2015, the Paysafe Group signed two non-binding letters of intent in respect of two potential acquisition in furtherance of this goal. The first proposed acquisition involves the purchase of a card payment transaction portfolio. The consideration for the proposed acquisition, if it proceeds, is intended to be satisfied in cash. The second proposed acquisition involves the purchase of the business and assets or shares of a prepaid online and mobile payment services provider. The consideration for the proposed acquisition, if it proceeds, is intended to be satisfied in cash.