Zip : Share Purchase Plan

For personal use only

ASX Release

11 March 2022

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Share Purchase Plan (SPP)

Zip Co Limited (ASX: Z1P) ("Zip", or the "Company"), as announced to the ASX on 28 February 2022 and 1 March 2022, Zip successfully conducted a fully underwritten institutional placement new fully paid ordinary shares to institutional, sophisticated and professional investors raising A$148.7 million (before costs) at an issue price of $1.90 (the Placement).

Shareholders who were on the Company register at 7:00pm (Sydney time) on Friday, 25 February 2022 are being given the opportunity to subscribe for up to $30,000 worth of new shares (subject to the terms and conditions of the SPP) in Zip at an issue price equal to the lesser of:

• $1.90, which is the same price at which shares were issued under the Placement; and
• a 2% discount to the volume weighted average price of Zip's shares traded on the ASX during the five trading days up to and including Friday, 1 April 2022 (being the date the offer closes), rounded to the nearest cent.

Zip is seeking to raise approximately $50 million (before costs) under the SPP. The SPP is not underwritten and Zip may decide to increase this cap and accept oversubscriptions and/or scale back applications under the SPP at its absolute discretion.

The attached letter to shareholders, SPP Offer Document and application form are being dispatched to shareholders, and the SPP offer will open at 9.00am (Sydney time) today.

Release approved by the Company Secretary on behalf of the Board.

- SEE ATTACHED -

For more information, please contact:

Vivienne Lee

Director, Investor Relations [e-mail]

For general investor enquiries, email [e-mail]

For personal use only

About Zip

ASX-listed Zip Co Limited ACN 139 546 428 (Z1P: ASX) or ("Zip") is a leading global financial services company, offering innovative, people-centred products that bring customers and merchants together. On a mission to be the first payment choice everywhere and every day, Zip offers point-of-sale credit and digital payment services in 14 markets around the world, including through strategic investments, connecting millions of customers with its global network of tens of thousands of merchants.

One of the fastest-growing BNPL providers globally, Zip has a presence in Australia, Canada, Czech Republic, India, Mexico, New Zealand, the Philippines, Poland, Saudi Arabia, Singapore, South Africa, UAE, the United Kingdom and the USA. Zip provides fair, flexible and transparent payment options to individual consumers and SMBs, helping them to take control of their financial future and helping merchants to grow their businesses. Zip is committed to responsible lending and also owns Pocketbook, a leading personal financial management tool. Founded in Australia in 2013, Zip now employs over 1,500 Zipsters worldwide.

For more information, visit: www.zip.co

For personal use *L000001*only

Not for release to US wire services or distribution in the United States

Friday, 11 March 2022

Dear Shareholder

On behalf of the Directors of Zip Co Limited ("Zip"), I am pleased to offer you the opportunity to participate in the Zip Share Purchase Plan ("SPP").

The SPP gives Eligible Shareholders (as defined in the SPP Offer Document) the opportunity to acquire up to $30,000 of new fully paid ordinary shares in Zip ("New Shares") without incurring brokerage or other transaction costs. The SPP aims to raise approximately $50 million (before costs) and is not underwritten. Zip may decide to increase this cap and accept oversubscriptions and/or scale back applications under the SPP at its absolute discretion.

As announced to the ASX on Monday, 28 February 2022 and Tuesday, 1 March 2022, Zip successfully conducted a fully underwritten placement of new fully paid ordinary shares to institutional, sophisticated and professional investors raising $148.7 million (before costs) at an issue price of $1.90 per share (the "Placement"). The Placement was undertaken in conjunction with ZIP's announcement that it has entered into a definitive merger agreement under which it has agreed to acquire Sezzle, Inc. (ASX:SZL) in an all-scrip transaction (the "Proposed Transaction"). The Placement was not conditional on completion of the Proposed Transaction occurring. Further details about the Placement and the Proposed Transaction are contained in the announcements released by Zip to ASX.

Zip intends to use the proceeds of the Placement and the SPP to help Zip strengthen its balance sheet and position Zip for sustainable growth by providing more capital runway to execute on potential synergies from the Proposed Transaction. If the Proposed Transaction does not complete, the proceeds of the Placement and the SPP will still be used by Zip to help Zip strengthen its balance sheet and position Zip for sustainable growth and for general working capital purposes.

Zip Co Limited • ABN 50 139 546 428

Level 14, 10 Spring Street, Sydney NSW 2000 • zip.co

285820_LS/000001/000001

285820_01_V3

Importantly, any subscription for New Shares under the SPP is not conditional on the Proposed Transaction completing, and there is a risk that the Proposed Transaction may not be completed in a timely manner or at all.

only	In applying for New Shares, you are required to represent to Zip that you
acknowledge that your application is not conditional on the Proposed Transaction
	completing and may not be withdrawn even if the Proposed Transaction does not
	complete, and you are accepting the risk that the Proposed Transaction may not
	complete. In addition, there are numerous risks associated with the Proposed
	Transaction, and Zip shareholders are referred to a summary of certain key risks
	associated with the Proposed Transaction as set out in Appendix B of the Investor
	Presentation released by Zip to the ASX on Monday, 28 February 2022.
use	The SPP Offer Document can be downloaded at www.zipspp.com.
The following is a summary of the key features of the SPP:
	1	Price - Shares are offered under the SPP at an issue price equal to the lesser
		of:
		•	$1.90, which is the same price at which shares were issued under the
personal			Placement; and
	that the price you would pay per New Share pursuant to this offer may be
		•	a 2% discount to the volume weighted average price of Zip's shares
			traded on the ASX during the five trading days up to and including
			Friday, 1 April 2022 (being the date the offer closes), rounded to the
			nearest cent.
		If the issue price for each New Share under the SPP is $1.90 (being the same
		price at which shares were issued under the Placement), such would
		represent approximately a 14% discount to the last traded price of Zip's shares
		on Friday, 25 February 2022 of $2.21, being the final closing price before Zip
		announced the Proposed Transaction, the Placement and the SPP.
		No brokerage commission or other transaction costs are payable by
		shareholders in respect of the issue of New Shares under the SPP.
		You should note that Zip's share price may rise or fall between the date of this
		offer and the date when New Shares are issued under the SPP. This means
For		either higher or lower than the Zip share price at the time the New Shares are
	issued under the SPP. If you participate in the SPP, you are accepting the risk
	that the market price of Zip's shares may change between the offer opening
	date and the date when New Shares are issued under the SPP. Your application
	is unconditional and may not be withdrawn even if the market price of Zip
	shares is less than the issue price for each New Share under the SPP.
2	Eligible Shareholders - Participation in the SPP is entirely optional and is open

to Eligible Shareholders (the eligibility criteria is set out in the SPP Offer Document), including Eligible Shareholders who are custodians on behalf of Eligible Beneficiaries on the terms and conditions set out in the SPP.

Zip Co Limited • ABN 50 139 546 428	01 V3
Level 14, 10 Spring Street, Sydney NSW 2000 • zip.co	285820_

The record date for determining the eligibility to participate in the SPP is 7:00pm (Sydney time) on Friday, 25 February 2022.

only*I00000102*		Your right to participate in the SPP is not transferable. The offer to acquire New
	Shares is not a recommendation.
3	Offer	period - The SPP opens at 9:00am (Sydney time) on Friday,
		11 March 2022 and closes at 5:00pm (Sydney time) on Friday, 1 April 2022.
		A summary of other key dates in respect of the SPP is set out in the SPP Offer
		Document.
	4	Scaleback - Zip may scaleback applications if it receives applications of more
use		than $50 million, being the maximum amount of funds to be raised under the
	SPP (subject to Zip's absolute discretion to increase this cap and accept
	oversubscriptions). A "scaleback" is a reduction in the number of New Shares
		issued (compared to the number applied for). If applications are scaled back,
		Zip will refund to applicants the difference between the New Shares issued to
		that applicant and the parcel that applicant applied for (calculated at the issue
		price determined in accordance with paragraph 1 above), without interest
		payable to the applicant.
personal	5	Priority - All New Shares issued under the SPP will rank equally with existing
	Zip Shares.
	6	How to apply - To participate in the SPP, please carefully read the SPP Offer
		Document and the instructions on the enclosed Application Form. To apply
		and pay for New Shares under the SPP, you must either:
		•	complete and return the Application Form, together with payment via
			cheque, bank draft or money order in accordance with the instructions
			on the Application Form; or
		•	make a payment directly via BPAY by following the instructions on the
			Application Form or at the offer website www.zipspp.com.
		Applications for New Shares can only be made in $1,000 increments and must
		be for a minimum of $2,000 and a maximum of $30,000.
		In applying for New Shares, you are required to represent to Zip that the total
For		of the application price paid by or on behalf of you under the SPP, and any
	similar	share purchase plan arrangement operated by Zip in the past
	12 months, does not exceed $30,000.
	The terms and conditions of the SPP are set out in the SPP Offer Document. I urge
	you to read the SPP Offer Document in its entirety and seek your own financial,
	taxation and other professional advice in relation to the SPP before you decide
	whether to participate. If you are in any doubt about this offer, whether you should
	participate in the SPP or how such participation will affect you (including taxation
	implications), you should contact a professional advisor. Zip also recommends that
	you	monitor	the Zip share price, which can be found on ASX's website at
	www.asx.com.au.

Zip Co Limited • ABN 50 139 546 428

Level 14, 10 Spring Street, Sydney NSW 2000 • zip.co

285820_LS/000001/000002

285820_01_V3