This document comprises a registration document (the “Registration Document”) relating to Finablr PLC (the“Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) madeunder section 73A of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”). This RegistrationDocument has been filed with, and approved by, the FCA and has been made available to the public in accordance withthe Prospectus Rules.

The directors of the Company, whose names appear on page 79 of this Registration Document (the “Directors”), andthe Company accept responsibility for the information contained in this Registration Document. To the best of theknowledge of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is thecase), the information contained in this Registration Document is in accordance with the facts and contains no omissionlikely to affect the import of such information.

This Registration Document should be read in its entirety. See Part I: “Risk Factors” for a discussion of certain risksrelating to the Company and its Group.

Finablr PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 11485051)

No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any personother than the Company and its Directors, as to the accuracy, completeness, verification or sufficiency of theinformation contained herein, and nothing in this Registration Document may be relied upon as a promise orrepresentation in this respect, as to the past or future. No person is or has been authorised to give any information or tomake any representation not contained in or not consistent with this Registration Document and, if given or made, suchinformation or representation must not be relied upon as having been authorised by the Company. Without limitation,the contents of the website of the Group do not form part of this Registration Document and information containedtherein should not be relied upon by any person. The delivery of this Registration Document shall not, under anycircumstances, create any implication that there has been no change in the business or affairs of the Group since thedate of this Registration Document or that the information contained herein is correct as of any time subsequent to itsdate.

This Registration Document may be combined with a securities note and summary to form a prospectus in accordancewith the Prospectus Rules. A prospectus is required before an issuer can offer transferable securities to the public orrequest the admission of transferable securities to trading on a regulated market. However, this Registration Documentalone does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase orsubscribe for, any securities in the Company in any jurisdiction, nor shall this Registration Document alone (or any partof it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement toenter into, any contract or commitment whatsoever with respect to any offer or otherwise.

Any securities referred to in this Registration Document have not been, and will not be, registered under the U.S.Securities Act of 1933 (the “U.S. Securities Act”) or with any securities regulatory authority of any state of the UnitedStates, and may not be offered or sold in the United States absent registration under the U.S. Securities Act except toqualified institutional buyers as defined in Rule 144A under the U.S. Securities Act or pursuant to another exemptionfrom, or in transactions not subject to, the registration requirements of the U.S. Securities Act. Any securities referredto in this Registration Document have not been and will not be registered under the applicable securities law of Canada,Australia, South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Canada,Australia, South Africa or Japan or to any national, resident or citizen of Canada, Australia, South Africa or Japan.

This Registration Document speaks as of the date hereof.

Important notice

The distribution of this Registration Document in certain jurisdictions may be restricted by law. Other than in theUnited Kingdom, no action has been taken or will be taken to permit the possession or distribution of this RegistrationDocument in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. Inthe United States, you may not distribute this Registration Document or make copies of it without the Company’s priorwritten consent other than to people you have retained to advise you in connection with this Registration Document, orpersons reasonably believed by the Company to be qualified institutional buyers. Accordingly, neither this RegistrationDocument nor any advertisement nor any offering material may be distributed or published in any jurisdiction, otherthan in the United Kingdom, except under circumstances that will result in compliance with any applicable laws andregulations. Persons into whose possession this Registration Document comes should inform themselves about andobserve any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securitieslaws of any such jurisdiction.

TABLE OF CONTENTS

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PART I RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PART II PRESENTATION OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

PART III DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS . . . . . . . 23

PART IV MARKET OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

PART V BUSINESS DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

PART VI REGULATORY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

PART VII DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . 79

PART VIII SELECTED FINANCIAL AND OPERATING INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 85

PART IX OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

PART X HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

PART XI THE GROUP’S CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202

PART XII ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206

PART XIII DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230

PART IRISK FACTORS

The following is not an exhaustive list or explanation of all risks which investors may face when making aninvestment relating to the Group and should be used as guidance only. Additional risks and uncertainties relatingto the Group that are not currently known to the Group, or that it currently deems immaterial, may individuallyor cumulatively also have a material adverse effect on the Group’s business, results of operations and financialposition.

The order in which the following risk factors are presented does not necessarily reflect the likelihood of theiroccurrence or the relative magnitude of their potential material adverse effect on the Group’s business, results ofoperations and financial condition, or the market price of the Shares.

Risks related to the business and industry of the Group

Demand for the Group’s products and services may be affected by global and regional economic, social andpolitical changes.

By virtue of the Group’s global presence, it is affected by a number of macroeconomic factors, includingpolitical and social conditions, economic growth rates, and government outlook and spending, which in turnaffect international trade, tourism and migration trends. Geopolitical events such as natural disasters, acts of war,terrorism, public health issues and import or export regulations may materially and adversely affect the demandfor its products and services. The movement of money between financial institutions in the key markets in whichthe Group operates could also be adversely affected by political and social instability, in particular any suchinstability caused by the United Kingdom’s exit from the European Union.

The Group’s business and financial results depend in part on international travel and migration trends. Economicrecession, airline strikes, natural disasters, outbreaks of international hostilities, terrorist activities, contagiousdisease outbreaks or other similar events could reduce international travel. Terrorist attacks in recent years in theUnited Kingdom, France, Belgium, Germany and Turkey and disease outbreaks, such as the SARS virus in HongKong, have had periodically adverse effects on tourism flows. Furthermore, issues specific to a single country orcity may significantly impact passenger volumes, which would in turn have a negative effect on demand forforeign exchange services.

The Group also conducts business in the Middle East, where economic growth and demand is influenced inparticular by revenue from oil and oil-based products. The initial decline and subsequent gradual, albeit volatile,recovery in the prices of oil and oil-based products since 2014 has adversely affected the economic performanceof these markets and of many associated industries. Similarly, Brazil has confronted economic and financialupheavals in the past. The country’s recent economic crisis saw a drastic fall in gross domestic product (“GDP”),a stark rise in unemployment, a severe fiscal crisis, and an increased budget deficit. Prolonged marketdevelopments like these can in turn adversely affect consumer employment levels and behaviour, which has inthe past and may in the future reduce cross-border payment volumes and demand for foreign currency. Manyconsumers of the Cross-Border Payments & Consumer Solutions segment’s services also work in industries thatmay be affected by deteriorating economic conditions more quickly or significantly than other industries. Theprospect of reduced job opportunities, especially in retail, healthcare, construction, information-technologyenabled services and hospitality, could adversely affect the number of money transfer transactions, the principalamounts transferred and correspondingly the Group’s results of operations. Additionally, if the Group’sconsumer transactions decline, if the amount of money that consumers send per transaction declines, or ifmigration patterns shift due to weak or deteriorating economic conditions or immigration laws, the Group’sincome and profitability may be adversely affected.

Furthermore, in June 2017, Saudi Arabia, the UAE and Bahrain, together with certain other states in the MiddleEast, cut diplomatic ties, as well as trade and transport links, with Qatar. The Group has had to alter certain of itsbusiness activities as a result of political developments, including, for example, routing all data from its Qatarbusiness through India or elsewhere rather than the UAE, which has increased its operating costs. There can beno assurance that the developments with Qatar will not escalate, or that a similar situation will not develop inother countries in which the Group operates. Furthermore, in recent years, both nationalist and populistmovements have gained momentum worldwide. These phenomena could lead to a reduction in global travel,international trade and business and could cause governments to make legislative or regulatory changes thatcould adversely affect the way in which the Group is able to conduct its business and consumer demand for itsproducts and services.

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The possibility of a general breakdown in the currency supply chain, and the resulting disruption to trade, couldimpair the ability of both corporations and individuals to pay their financial obligations and result in economicinstability. The Group’s ability to fund its businesses could be impaired if national or international funds transfermechanisms are damaged, and the Group’s ability to access its deposits in banks could be restricted. In addition,in the normal course of business, the Group maintains significant cash balances, which increases its exposure tochanges in monetary policies around the world. For example, in late 2016, the cancellation of certain banknotesin India resulted in prolonged cash shortages of Indian Rupees and the Group losing the value of the invalidatedbanknotes that it was holding at the time by having to sell its stock of those banknotes at a discounted price.

Any changes in economic, social and political conditions in the regions in which the Group operates could reducedemand for the Group’s products and services and impact its ability to conduct business, which could materiallyand adversely affect the Group’s business, results of operation and financial condition.

The Group’s businesses are subject to currency exchange rate risk.

The Group’s reporting currency is the U.S. dollar. However, the Group’s principal subsidiaries conduct theirbusinesses in various other currencies, including euros, pounds sterling, Australian dollars, Brazilian reals, Saudiriyals, Indian rupees and UAE dirhams, and the Group provides products and services that are denominated in120 currencies. The Group is subject to various currency exchange risks, including transaction risk andtranslation risk. The Group is exposed to transaction risk because fluctuations in foreign exchange rates impactthe value in U.S. dollars of cash flows arising from the Group’s cross-border payments business, with respect towhich it holds long currency positions with counterparty banks, and its foreign exchange business, particularlywith respect to the physical currencies it holds in store tills, automated teller machines (“ATMs”) and vaults. TheGroup is exposed to translation risk because the Group’s reporting currency is the U.S. dollar, while itssubsidiaries report in their local currencies. Therefore, fluctuations in foreign exchange rates may impact theconsolidation into U.S. dollars of foreign currency denominated assets, liabilities and earnings.

Although the Group hedges some of its non-U.S. dollar foreign exchange exposure, there can be no assurancethat its hedging activities will effectively manage its foreign exchange risks. In particular, the Group may beunable to fully hedge its positions in certain currencies and may not always obtain funding in all the currencies itrequires. Therefore, to the extent the Group is unable to hedge its position in a currency or is imperfectly hedgedin respect of that currency, it may experience unrealised or realised losses.

In addition, although the U.S. dollar to UAE dirham exchange rate, as well as those of other Gulf CooperationCouncil (“GCC”) currencies, is currently fixed, there can be no assurance that the UAE and other GCCgovernments will not de-peg their currencies from the U.S. dollar in the future. Alternatively, the existing fixedrates may be adjusted in a manner that increases certain of the Group’s operating costs. Any adjustment of thefixed rate or de-pegging of the UAE dirham and other GCC currencies from the U.S. dollar in the future couldhave an adverse effect on the Group’s business, results of operations and financial condition.

The Group’s businesses and the markets in which they operate are subject to rapid technological changes.

The financial services market is characterised by rapid technological change. The Group will need to continuedeveloping new and upgraded functionality and adapt to new business environments and competition to remainrelevant and attractive to consumers. The Group must also ensure that its technology is compatible with new oremerging industry standards to be able to integrate and operate its mobile applications on smartphones or tabletsor with third-party applications. If competitors are better able to exploit advances in technologies or offersuperior functionality, the Group’s products and services may become less relevant or attractive to consumers,which could have a material adverse effect on the Group’s business, results of operations and financial condition.

The Group may face platform and resource constraints that prevent it from developing new or upgraded productsand services internally. If the Group’s current technology becomes obsolete or it is unable to developtechnologies internally, it may have to license or acquire technologies from third parties. Any failure to remaininnovative or to introduce new or upgraded technologies that are responsive to changing consumer preferences,such as a significant decrease in the use of cash, may have a material adverse effect on the Group’scompetitiveness and could cause it to lose market share.

As the Group expands its B2B & Payment Technology Solutions segment, its technology architecture maybecome more complex. Widespread adoption of new digital and communication technologies or other

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technological changes could also require the Group to incur significant costs to modify or adapt its technologyarchitecture, including increases in the sophistication of its software and the capacity of hardware servers. Theevolution of existing, and the emergence of new, industry standards could also require the Group to makesignificant changes to its technology architecture or move to completely new technology architecture(s) andsystems to prevent obsolescence. These changes may be challenging to develop and implement, may requiresubstantial investment, may result in loss of data and may cause consumers to experience delays or interruptionsin service. Changes, delays or interruptions in service may also cause consumers to become dissatisfied with theGroup’s products and services and to move to competitors. Furthermore, no assurance can be given that theGroup will be able to continue to design, develop, implement or use, in a cost-effective manner, new technologysystems that provide the capabilities necessary for the Group to compete effectively. A failure to effectivelymanage any of the foregoing challenges could have a material adverse effect on the Group’s business, results ofoperations and financial condition.

The Group operates in competitive markets.

The Group competes with a wide variety of banks, financial institutions, money transfer companies, foreignexchange companies, payment service providers (“PSPs”), the financial technology industry (“FinTech”), digitalcurrencies and other businesses of varying sizes operating in the financial services market. Actions taken by theGroup’s competitors, as well as actions taken by the Group to maintain its market share and reputation, haveplaced and will continue to place pressure on its pricing, margins and profitability, as well as its ability to retainpersonnel and to retain existing and win new contracts. For example, in the Consumer Foreign ExchangeSolutions segment, the Group recently lost the Istanbul Atatürk airport concession agreement, and may in thefuture lose other concession agreements to its competitors, which will adversely affect its transaction volumesand profitability.

Any increase in or consolidation of the Group’s competitors may reduce its market share and make it morechallenging to compete. For example, competitors may use their resources, which may be greater than theGroup’s, in a variety of ways, including by making additional acquisitions, investing more aggressively inproduct development and capacity, and displacing demand for the Group’s services. Furthermore, the recenttrend of reducing regulatory barriers, such as through the implementation of the Revised Payment ServiceDirective (“PSD2”), may reduce the barriers to entry in the B2B & Payments Technology Solutions segment,increasing the number of the Group’s competitors. Some of the large customers that the Group partners with inthis segment may also seek to offer similar services independently and, therefore, may emerge as potential newcompetitors who may be able to use sensitive operational knowledge to their competitive advantage.

The Group’s entry into new markets in the future could also result in its having to compete in ways it has not hadto in the past. For example, the Group operates in and may enter new geographic markets that favour domesticpayment and foreign exchange networks, brands and processors over international competition, such as theGroup, by imposing market access barriers and preferential domestic regulations. This could include actions thatrequire domestic payments and foreign exchange processing to be performed entirely within a country, whichwould prevent the Group from managing the end-to-end processing of certain transactions. To varying degrees,these policies and regulations could adversely affect the Group’s ability to compete effectively in these markets,which could have a materially adverse effect on its business, results of operations and financial condition.

The Group’s ability to remain competitive depends in part on its ability to protect its brands and reputation.

The Group has several brands, including UAE Exchange, Travelex, Unimoni, Xpress Money, Remit2India, Dittoand Swych, that are material to its business and are protected by trademark registrations in various countries. Theloss of a trademark or a diminution in the perceived quality associated with these brands as a result ofreputational damage or otherwise could harm the Group’s business. The Group also relies on the reputation andstrength of its brands to attract and retain customers. The Group’s brands could be damaged by any number ofissues, including operational or user experience failures, data breaches, or negative press or social media reports.In addition, the proliferation of online information, social media, consumer protection groups and public reviewsabout consumer experiences may exacerbate the potential impact of any negative publicity generated.

Factors affecting brand reputation may also be outside of the Group’s control, and its efforts to maintain orenhance its favourable brand reputation may not have their desired effects. As a party to numerous direct andindirect contractual and non-contractual relationships, agreements and/or associations with agents and partners,the Group’s reputation and brands are vulnerable to the actions of these third parties.

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The Group has also recently rebranded its operations in select countries to the Unimoni brand and is in theprocess of expanding the brand across additional geographic markets. While the rebranding was done afterdetailed market research, customers may perceive this rebranding negatively, and the Group may lose thegoodwill created through the UAE Exchange brand with various stakeholders.

The Group is also vulnerable to reputational concerns that affect the financial services market as a whole.Increased scrutiny by regulators or consumer protection groups as a result of anti-money laundering (“AML”)practices, a data breach or a similar incident at a significant competitor or any other reason, could erode thepublic trust in the industry. Damage to, or a negative perception of, any of the companies the Group is associatedwith or the financial services industry could also have a material adverse effect on the Group’s products andservices.

Any event that causes consumers to lose confidence in the Group’s brands or the industries in which it operatescould adversely affect the Group’s business, results of operations and financial condition.

The Group may be unable to protect or continue to use its intellectual property.

The Group’s success and ability to compete in the markets in which it operates depends in part upon itsintellectual property. While the Group aims to protect its trademarks as relevant in all of the jurisdictions inwhich it operates, there can be no assurance that it will be successful in doing so. For example, the Group iscurrently pursuing litigation against a related party that is using the UAE Exchange trademark in Kuwait withoutthe Group’s permission. If this entity were to cause reputational damage to the UAE Exchange brand, theGroup’s operations in Kuwait may suffer. Furthermore, the laws of some countries in which the Group operatesmay not protect software and intellectual property rights to the same extent as the laws in the United Kingdom.

A significant portion of the Group’s IT systems and related software are designed in-house. Although the Grouphas filed certain patent applications in respect of some of these technologies, there can be no assurance that eachof its applications will be successful. As a result, the Group may not be able to protect its proprietary technology,which could allow competitors to develop competing services. Even if protected, third parties may attempt toreverse engineer or otherwise obtain, use and/or duplicate the Group’s intellectual property, particularly theGroup’s self-developed processing platform, without its permission or knowledge. In addition, third parties mayindependently design and exploit software similar to the software developed by the Group without infringing theGroup’s intellectual property rights, but in a way that diminishes the Group’s competitive advantage.

The Group may also, from time to time, make use of the intellectual property rights held or claimed by others.The Group’s competitors as well as other companies and individuals may have obtained or may obtain in thefuture patents related to technologies used by the Group. There can be no assurance that the Group’s use of thisintellectual property will not lead to a claim of infringement by third parties of their intellectual property rights.

While the Group has not yet filed nor faced any material third-party actions for intellectual propertyinfringements, intellectual property litigation is generally complex, expensive and unpredictable, and could resultin substantial costs to the Group. Any inability of the Group to protect its intellectual property could have amaterial adverse effect on the Group’s business, results of operations and financial condition.

The Group is subject to extensive legal, regulatory and licensing risks.

In all of the countries and territories in which the Group operates, its businesses are subject to varying levels ofsupervision and regulation by international, national and local authorities. Additional requirements may beimposed on the Group in connection with new or existing operations, including as a result of different or morestringent interpretations or enforcement of existing or new laws and regulations. The Group may not be able toanticipate these additional requirements, and it may need to change its operations significantly or incur increasedcosts to comply with additional requirements. The Group is also exposed to regulatory risks by virtue of itspartner relationships, which may impact its ability to operate in certain geographies.

The legal, regulatory and licensing risks to which the Group is subject include the following:

• Certain countries currently, or in the future may, require the Group to engage with designated banks or otherfinancial counterparties or may introduce other legislation, such as exchange controls, which decreases thevolume of its business. These restrictions may limit the counterparties with which the Group can work,require the Group to conduct business through a different form of licensed entity or prohibit the Group fromconducting business in the relevant country.

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• Due to the extent to which the Group is dependent on transacting in U.S. dollars, the Group is subject toadditional regulations in the United States, as well as the risk that the United States will embargotransactions with countries in which the Group operates, which would significantly limit the Group’s abilityto continue operations in that country. Furthermore, any sanctions or similar restrictions on any individualcounterparty with which the Group deals in particular jurisdictions could result in the Group having toembargo any transactions with that counterparty anywhere in the world.

• The Group depends upon foreign and domestic financial institutions to provide banking services, includingthe execution of funds transfers and foreign currency transactions. Changes to existing regulations or to thepolicies and procedures of financial institution operations, including but not limited to those designed tocombat terrorism or money laundering, could require the Group to alter its operating procedures in a mannerthat increases the cost of doing business. In addition, financial institutions could decide to stop providing theservices on which the Group depends, requiring the Group to either increase its operational expenses or toterminate certain services that it offers.

• The jurisdictions in which the Group operates may also amend existing regulations or impose newregulations that could limit its ability to obtain the benefit of the exchange rate spread between wholesaleand retail currency rates, limit the currencies which the Group may offer to its customers or the amounts ofthese currencies on a per transaction basis, or impose banking moratoria or other actions that could affectcurrency liquidity. The Group could also be exposed to the imposition of new laws or regulations relating toinnovative payment technologies and the fees charged by the Group to consumers who benefit from relatedproducts and services. Similarly, the Group’s cross-border payment services and B2B businesses operate a‘hub-and-spoke’ origination and distribution model, whereby the Group acts as a hub both for aggregatingvarious cross-border payments sourced from different countries, as well as for aggregating banknotesexported from various Group entities. If the Group’s ability to operate this model were restricted, theGroup’s ability to leverage its economies of scale to achieve better pricing and reduced costs could be lost.

• Regulators around the world increasingly take note of each other’s approaches to regulating the paymentsindustry. Consequently, a development in one jurisdiction may influence regulatory approaches in another.The risks created by a new law or regulation in one jurisdiction have the potential to be replicated and tonegatively affect the Group’s business in another jurisdiction or in other product offerings. Similarly, newregulations involving one product offering may prompt regulators to extend the regulations to other productofferings.

• The Group is required to obtain and maintain licenses or registrations in almost every country in which itoperates, including banking licenses in France and Brazil. Potential licensees are often required to meetcertain financial requirements and sometimes to provide security. A failure to obtain or maintain a license ina particular location could preclude the Group from offering its services in that location or subject the Groupto fines and penalties under local laws. In addition, licensees are generally subject to certain reportingrequirements and audits and may require the maintenance of a minimum level of infrastructure and localmanagement, which imposes additional costs on the Group’s businesses.

• The Group is subject to certain prudential regulatory capital and liquidity requirements in respect of certainof its businesses in various countries in which it operates. These requirements have increased significantlyover the last decade, largely in response to the global financial crisis in 2007 but also as a result ofcontinuing work undertaken by regulatory bodies in the financial sector subject to certain global andnational mandates. If the capital requirements to which the Group is subject increase or if new jurisdictionsimpose capital requirements on the Group, then the Group may need to access external capital to supportthese requirements and maintain its licenses. Although the Group’s cash inflows and capital resources aresufficient to satisfy its current working capital and other liquidity needs for at least the next 12 months, therecan be no assurance that this will continue to be the case over the longer term as an interruption of theGroup’s access to capital could impair the ability of certain Group businesses to operate if their regulatorycapital falls below applicable requirements.

If the Group is unable to conduct its business in compliance with the various laws, regulations and standards towhich it is subject, or if it is not able to remain compliant as they change, or if changes negatively impact theGroup’s businesses, the Group could be forced to leave certain markets, terminate certain services or payincreased operational and compliance costs or fines, any of which could have a material adverse effect on theGroup’s business, results of operation and financial condition.

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The Group’s business is subject to extensive AML, sanctions and anti-bribery regulation, related compliancecosts and third-party risks.

The Group’s business is subject to extensive AML, sanctions and anti-bribery laws and regulations in thejurisdictions in which the Group operates. These laws and regulations were enacted to combat, inter alia, briberyor other improper payments and money laundering via financial institutions, including money transmitters. Inaddition, the Group is subject to laws and regulations which prohibit it from transmitting money to specifiedcountries or to or on behalf of prohibited individuals, including, but not limited to, the laws and regulations of theOffice of Foreign Assets Control (“OFAC”) of the Department of the Treasury in the United States and HerMajesty’s Revenue & Customs (“HMRC”) in the United Kingdom and regulations enacted by the EuropeanUnion’s Common Foreign & Security Policy and the United Nations Security Council.

Equivalent or similar legislation exists in other countries where the Group conducts business. Althoughprocedures are in place to ensure compliance with all relevant legislation, the Group cannot ensure that the riskof non-compliance is completely mitigated. Fines and penalties, which may include the closure of its businessesor central banks limiting the Group’s ability to source currency, could be imposed and more stringent AML,sanctions or anti-bribery legislation could create increased reporting obligations and require the commitment offurther resources to AML or other compliance functions, which would in turn increase the Group’s associatedcosts. Any failure, or suspected failure, by the Group to comply with its obligations relating to AML, sanctions oranti-bribery, could have a material adverse effect on the Group’s business, results of operations and financialcondition, as well as its reputation and goodwill.

Some examples of the types of AML, sanctions and anti-bribery matters that the Group has had in the pastinclude:

• In 2014, the De Nederlandsche Bank, the Dutch regulator (“DNB”), performed an audit of parts ofTravelex Netherlands and alleged that Travelex Netherlands was in breach of certain provisions of theDutch Money Laundering and Terrorist Financing (Prevention) Act and the Dutch Sanctions Act of1977. Travelex Netherlands has since undertaken a significant remediation programme and, in July2018, the investigation was dismissed by the Dutch National Public Prosecutor’s Office for Financial,Economic and Environmental Offences on the basis of an out-of-court settlement and payment of a deminimis fine.

• In 2016, HMRC carried out an investigation into an agent for Xpress Money Services Ltd, UK (“XMUK”), which highlighted certain discrepancies in XM UK’s compliance program, including late ornon-registration of agents with HMRC, processing of transactions with remote customers and high-volume transactions being processed within a short span of time. While the relationship with the agentat issue was terminated for non-compliance with XM UK’s policies, the Group is still awaiting a finalresponse from HMRC and there remains the potential for legal proceedings or fines against XM UK.The maximum potential financial penalty is expected to be de minimis.

• In 2017, Banco Central de Brasil (“BACEN”) commenced a disciplinary proceeding against BancoConfidence (“Confidence”), which Confidence is defending rigorously and in respect of which itsubmitted a full defence in January 2018. This proceeding relates to alleged failures to comply withcertain AML, know-your-customer (“KYC”) and reporting requirements in respect of the period 2013to 2016 involving certain clients of Confidence. Confidence attempted to settle this matter under newlegislation which was enacted in November 2017, but BACEN decided to proceed with a potentialprosecution in December 2018. Confidence has submitted a reconsideration request as to BACEN’sdecision not to progress a settlement. No specific amount has been claimed by way of fine as yet, and itis not possible to estimate at this stage what that amount might be.

• In 2018, Her Majesty’s Treasury Office of Financial Sanctions Implementation imposed a monetarypenalty for breach of financial sanctions following the sale of a £200 prepaid card at a Travelex (UK)Ltd bureau at Heathrow Airport to an individual subject to an asset freeze under the Egypt (Asset-Freezing) Regulations 2011. The Group believes the transaction was a result of human error, whichwas investigated, and the parties involved received additional training. However, following a lostappeal, the Group has agreed to pay a de minimis penalty.

There can be no assurance that these or other similar regulatory actions in the future will not result in sanctions,fines, penalties or other actions that could have a material adverse effect on the Group’s reputation, as well as itsbusiness, results of operations and financial condition.

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The Group is subject to extensive data protection and privacy legislation.

The Group is required to comply with applicable data protection laws and regulations in many of the jurisdictionsin which it operates, including by notifying, updating and/or continually working with many regulators in theevent of a breach of applicable data protection and privacy laws and regulations. A significant breach of theselaws and regulations could result in fines and/or other sanctions, including criminal sanctions, being leviedagainst its business. For example, European Union (“EU”) Regulation 2016/679 on the protection of naturalpersons with regard to the processing of personal data and on the free movement of such data (“GDPR”) tookeffect from 25 May 2018, and introduced substantial changes to data protection law, including an increasedemphasis on businesses being able to demonstrate compliance with their data protection obligations, whichrequires significant investment by the Group in its data management systems. In addition, the GDPR sets themaximum penalties for a breach of applicable data protection laws and regulation at 4 per cent. of global annualturnover or €20 million (whichever is the greater). If the Group were to experience a data breach and be fined themaximum amount, it could represent a significant cost for its business. Finally, should the Group breachapplicable data protection and privacy laws and regulations, it could suffer material damage to its brand andpotential loss of customer trust and confidence, which in turn could materially and adversely affect its business,results of operations and financial condition.

There remains significant legal uncertainty over the means by which personal data can be lawfully transferredoutside the EEA, with continuing doubt about the rules and regulations covering EU-U.S. interactions in thatrespect, including the Privacy Shield arrangement between the EEA and the United States. These uncertainties,and any potential restriction of data flows outside the European Union, may adversely affect the Group’s abilityto leverage technological solutions such as cloud computing for its European operations.

In certain jurisdictions in which the Group accepts debit and/or credit cards or administers prepaid card sales, it isalso becoming increasingly important to demonstrate that it is managing data security risks effectively. While theGroup has a programme in place with regard to its compliance with the Payment Card Industry Data SecurityStandards, it is possible that its suppliers and partners (including merchant acquirers) could terminate theirexisting relationships with Group companies that are not compliant, even if compliance is not contractuallyrequired. The impact could be loss of contracts, income and an inability to offer card payment options tocustomers, leading to a potentially significant loss of business. Even with platforms that are compliant,weaknesses in the Group’s data security controls could result in an unlawful use of card data, and the Groupcould face significant card scheme penalties and remediation costs and be faced with material damage to itsbrand and potential loss of customer trust and confidence. For example, in March 2018, a file of TravelexCurrency Services Ltd. (“TCS”), Travelex’s UK outsourcing business, that contained customer data (althoughnot sensitive customer data) was released online following a security breach. While the UK InformationCommissioner decided that no sanctions should be imposed, this did result in adverse publicity as result of TCShaving an obligation to inform all customers of the issue.

Any failure to comply with applicable data protection laws, regulations or industry standards could result in finesand/or other sanctions being levied against the Group and the loss of business, and may have a material adverseeffect on its business, results of operations and financial condition.

The Group is dependent on information technology systems to operate its businesses.

The Group processes more than 150 million transactions per year, all of which are dependent on the efficient anduninterrupted operation of its computer and communication systems, including the Group’s proprietaryprocessing platforms, as well as third-party systems. Any inadequate system design, failure of current or futuresystems or transition to new systems could impair the Group’s ability to receive, process and reconciletransactions, manage its compliance and risk functions, and conduct other day-to-day operations of its business.In addition, its computer and communications systems are vulnerable to damage or interruption from a variety ofsources, including attacks by computer malware, electronic break-ins or cyber-attacks, theft or corruption ofconfidential data or other unanticipated problems. In 2015, there was a cyber-attack against one of the Group’sservers used for processing SWIFT transactions, which caused 41 transactions to be sent illegally through theSWIFT systems and resulted in a U.S.$7.7 million loss for the Group. Although the Group has introduced varioussecurity measures, including both technology and policy controls, and has computer-crime insurance in place tocover these risks, it cannot ensure that these measures offer the appropriate level of security or protection or thatthey will prevent future cyber-attacks from occurring. In addition, a significantly increasing proportion of theGroup’s income originates online, so failures or disruptions of its online infrastructure could have a materialadverse effect on its operations.

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The Group’s B2B & Payment Technology Solutions segment in particular is dependent on its proprietary globalpayments platform, which is subject to constant change and upgrades in line with technological developmentsand industry practice. If the Group is unable to manage upgrades, developments or changes within its proprietaryglobal payments platform, its business could be subject to operational disruption, reputational damage, regulatoryscrutiny, and significant additional costs. Finally, the cost of implementation for any other emerging and futuretechnologies could be significant.

Most of the Group’s business channels also rely on computerised networks and systems to process orders andpayments and perform reconciliations. If any of these systems were to fail or develop operational problems, thiscould materially disrupt the Group’s business. Although business continuity and disaster recovery plans are inplace and tested annually to protect the business from major localised disasters at each of its main processingcentres and provide for the use of both internal and external recovery centres in the event that its own buildingsare unavailable, there is no assurance that these plans or recovery centres would mitigate the impact of a disaster.

Any significant disruption of the Group’s computer or communication systems could significantly affect itsability to manage its information technology systems or lead to recovery costs, litigation brought by customers orbusiness partners or a diminished ability to operate its businesses, which could in turn have a material adverseeffect on its business, results of operations and financial condition.

The integrity, reliability and efficiency of the Group’s internal controls and procedures may not be successful.

The Group’s business relies on internal controls and procedures that regulate customer and managementinformation, finance, credit exposure, foreign exchange risk, regulatory compliance and other aspects of itsbusiness. With the increasing focus by regulators, the press and the Group’s commercial partners on AML,bribery and other compliance issues, internal controls and procedures become more important. If the Group’sinternal controls and procedures are not adequately designed to meet the changing needs of its business, theGroup may incur further costs to design and implement new controls.

The Group also relies on the integrity of its management and employees to properly implement these controlsand procedures. If the Group’s employees fail to do so, the internal controls and procedures may not be aseffective as would otherwise be the case. For example, in 2016 a former employee of the Group’s Canadiansubsidiary made certain unauthorised payments of approximately CAD$4 million to her associates’ accounts.Although the Group successfully recovered approximately CAD$3.7 million (primarily through an insuranceclaim), there can be no assurance that a similar event will not happen in the future. Furthermore, trainingemployees and investing in compliance systems to remain in compliance with applicable laws and regulationsimposes additional costs for the operation of the Group’s business.

Any of the foregoing factors, including a failure of internal controls or significantly increased costs inmaintaining them, may materially and adversely affect the Group’s business, results of operations and financialcondition.

The Group is dependent on relationships with its agents and third-party partners and service providers todeliver its services and products.

The Group uses agents and third-party partners and service providers to facilitate its operations, including forcross-border payment, prepaid cards, wholesale supply of banknotes, cash distribution and logistics, andsanctions, compliance and transaction management.

For example, a portion of the income earned by the Cross-Border Payments & Consumer Solutions segment isderived through the Group’s agent network, which includes subagents with which the Group is not directlyinvolved. If, due to competition or other reasons, agents or their subagents decide to leave the network, or if theGroup is unable to sign new agents or maintain its agent network under terms consistent with those currently inplace, or if agents are unable to maintain relationships with or sign new subagents, the Group’s results ofoperations may be adversely affected. Agent attrition might occur for a number of reasons, including (i) acompetitor engaging an agent, (ii) an agent’s dissatisfaction with its relationship with the Group or the incomederived from that relationship, (iii) an agent’s or its subagents’ unwillingness or inability to comply with theGroup’s standards or legal requirements, including those related to compliance with AML regulations, anti-fraudmeasures, or agent registration and monitoring requirements, (iv) an increase in various taxes, including incomeand withholding taxes, to which agents are subject as a result of providing the Group’s services, or (v) increasedcosts or loss of business as a result of difficulty for the Group, its agents or their subagents to establish ormaintain relationships with banks needed to conduct money transfers.

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In addition, agents may generate fewer transactions or less income for various reasons, including increasedcompetition or economic or other changes in the countries in which they are located, and the costs associatedwith the maintenance of agent or subagent locations may make it uneconomic for the Group to continue an agentor subagent relationship. The Group also relies on agents’ information systems and/or processes to obtaintransaction data. If an agent or its subagent loses information, if there is a significant disruption to theinformation systems of an agent or its subagent, or if an agent or its subagent does not maintain the appropriatecontrols over or experiences a breach of their systems, the Group may experience reputational and other harmwhich could result in financial losses.

The Group also uses third-party service providers for certain aspects of its business, such as operational andtreasury systems, prepaid cards, payment networks, foreign exchange quotations, data analytics, cloud storage,sanctions, compliance, human resources management and other support services. Any failure of the systems ofthese providers, a change to key product features or contractual supply terms, a failure to maintain necessarylicensing, a failure to remain up-to-date with market developments, insolvency of a provider or a termination ofany of the agreements the Group has in place with these providers could adversely impact its ability to provide itsproducts and services, its income and reputation. In addition, there can be no assurance that an equivalentprovider for any adversely affected products or services could be found on commercially acceptable terms or thatthe Group could develop replacement technology or operations in a timely fashion, or at all.

The Group is subject to counterparty risk.

The Group is subject to various counterparty risks through its association with third parties. For example, theGroup is subject to counterparty credit risk through its Xpress Money agency business. The Group extends creditto Xpress Money agents who collect funds from customers to make a cross-border payment and then confirmsdistribution on the same day to the receiving agents, which gives rise to credit risk assumed by the Group untilthe funds are received from the sending agent. The Group has consciously transitioned from transaction-basedrelationships to more active engagement with its customers by broadening its range of services, and is nowbuilding communities by creating an ecosystem of services such as payroll processing, mobile wallets, billpayments, digital gifting and consumer advances. For example, the Group is in the process of growing its securedconsumer advances portfolio in India, and expects to replicate this business model in the future in otherjurisdictions in which it operates. If the Group fails to accurately assess the credit worthiness of potentialborrowers and/or effectively monitor and manage the risk exposure associated with the individual loans it makes,it could suffer losses to the extent that the associated security is insufficient to cover the relevant loan losses.Changes in the financial position of any of these counterparties could negatively impact the Group’s financialcondition, in particular where monies owed to the Group are unsecured or where amounts recoverable under theterms of the applicable agreements exceed the amount of any financial provisions the Group may have recordedin its financial statements against them.

The Group is also exposed to the default risk of the financial institutions, investment counterparties andcustomers with which it transacts, particularly with relation to the sourcing of currency and payments made in theprovision of its B2B services. More generally, inter-dependency within financial institutions may mean thatcounterparty defaults may occur in rapid succession or in a related fashion. Although it actively monitors andmanages its counterparty risk, the Group may not be successful in limiting its exposure, which could adverselyaffect its business, results of operations and financial condition.

The Group’s B2B & Payment Technology Solutions segment income is dependent on a number of exclusiveand non-exclusive customer relationships.

In its B2B & Payment Technology Solutions segment, the Group has entered into partnerships with banks,financial institutions, retail chains, telecommunications carriers and other entities. The segment is reliant on anumber of these long-term contractual relationships, which could be subject to early termination, and there canbe no assurance that the Group would be able to renew these agreements on favourable economic terms or at all.In addition, key partners may mandate exclusivity in contractual arrangements, which could hinder the ability ofthe Group to pursue additional opportunities within industry or geographic segments.

Conversely, many of these contracts are non-exclusive for the partner and do not impose minimum transactionvolumes. For example, the Group provides foreign exchange services in this segment and has non-exclusiverelationships with commercial banks, central banks, other financial institutions, supermarket chains, travelagencies, hotels and casinos. Customers may choose to reduce the volumes or renegotiate the terms on whichthey transact with the Group. While no one customer accounts for more than approximately 10 per cent. of the

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B2B & Payment Technology Solutions segment income, the Group is exposed to the risk of loss of certain keycustomers for which there may be no substitute in the market. Furthermore, potential concentration of thesearrangements among a few important customers and any termination of business or material changes to the termson which they do business could materially affect the Group’s business, results of operations and financialcondition.

The Group is reliant on its nostro bank accounts, primarily for U.S. dollars, as well as settlement currencies.

In order to process cross-border payments and foreign exchange transactions, and to accept settlements, theGroup needs uninterrupted access to nostro (foreign-currency denominated) bank accounts, primarily for U.S.dollars as well as settlement currencies. An inability to open or access its U.S. dollar nostro bank accounts couldsignificantly reduce the ability of the Group to process cross-border payments and foreign exchange transactions,and to accept settlements in a quick and efficient manner, and could increase the cost of transactions. The Groupis also reliant on having settlement bank accounts in local currencies in all countries in which the Group operatesto accept cross-border payments and wholesale banknotes that are critical for the Group’s business. An inabilityto open or access these nostro bank accounts in local currencies for settlements could also adversely affect theGroup’s ability to process cross-border payments and foreign exchange transactions, and to accept settlements ina quick and efficient manner. Any impact on the Group’s services based on its failure to access its bank accountsin U.S. dollars or local currencies could have a material adverse effect on the its business, results of operationsand financial condition.

The Group’s systems by nature of connectivity to an ecosystem of partner systems may fail due to a number offactors, including those beyond its control.

The performance of the Group’s technology platforms and systems are critical to its business. The Group’stechnology platforms are integrated with numerous partners systems and payments schemes. The Group dependson the uninterrupted functioning of many other systems, application programming interfaces (“APIs”) and globaldata centres for its operations. However, despite the architectural upgrades, the Group’s platforms maypotentially result in longer processing time or complete downtime due to dependencies on multiple partnersystems. A failure to adequately scale the Group’s systems could also adversely affect its business, financialcondition and results of operations.

The systems of its partners, including third-party service providers, payment networks, data-centres, and cloudstorage services, are subject to the risk of significant service interruptions. The Group has in the past experiencedlimited system outages. The Group’s systems and operations and those of its third-party providers could beexposed to damage or interruption from various factors, including hardware and software defects ormalfunctions, and other events such as human error, fire, natural disaster, power loss, telecommunicationsfailure, terrorist acts, war, unauthorised entry, fraud or sabotage, security breach, computer viruses, other defectsand development delays. If third parties cease to provide the facilities, components or services the Group relieson, breach their agreements with the Group, or fail to meet the Group’s requirements due to financial orregulatory issues or other problems, the Group’s operations could be disrupted or otherwise negatively affected.

Losses in customers due to performance issues, system interruptions or other failures could result in a loss ofrevenue, reputational harm and other losses or liabilities, including those incurred to resolve these issues, any ofwhich could have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group may not be able to source U.S. dollar banknotes and other currencies on attractive financing termsor at all.

The Group is dependent upon its ability to source U.S. dollar banknotes and other currencies from third parties,including from its shareholders, central banks, reserve banks and large commercial banks. The Group financesthese purchases with customer prepayments, vendor credit and bank financing. If the Group is no longer able toobtain currencies from these sources, whether as a result of legal or regulatory requirements, counterparty choiceor any other reason, its ability to provide currency to its customers would be adversely affected.

In particular, Travelex is only able to source its mint U.S. dollar banknotes from Bank of America, N.A., whichholds a license from the United States Federal Reserve (the “Federal Reserve”) to distribute mint U.S. dollarbanknotes. In March 2019, Travelex signed a new multi-currency banknotes supply agreement for its UK vaultoperation with Bank of America, N.A., which includes mint U.S. dollar banknotes and runs until 31 March 2021.This agreement contains certain commitments around the financial, operational and functional separation of the

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UAE Exchange and Travelex businesses, including annual caps on the volumes of banknotes that can be tradedbetween UAE Exchange and Travelex of £550 million in 2019, £600 million in 2020 and £650 million in 2021. IfBank of America, N.A. were unwilling to renew this agreement on acceptable terms, or if Travelex were unableto meet the conditions imposed by Bank of America, N.A., Travelex may be unable to source currency onattractive financing terms, or in the case of mint U.S. dollar banknotes, at all, which would materially disruptTravelex’s business and, in turn, have a material adverse effect on the Group’s business, results of operations andfinancial condition. In addition, as the significant majority of Travelex’s B2B customers will only purchase mintbanknotes, if the Federal Reserve were to end its licensing programme or any of Travelex’s suppliers, includingin particular Bank of America, N.A., ceases to have the required license or terminates its agreement withTravelex for any reason, Travelex would need to find alternative banknote suppliers. There can be no assurancethat it would be able to do so at all, or on similar or better terms than those it currently has.

The Group’s business is exposed to potential losses due to the high volume of banknotes it handles, as well ascustomer fraud.

The Group’s business requires it to maintain high values and stocks of banknotes at its stores, vaults, ATMs andother locations worldwide, and to undertake high-value global shipments of banknotes to supply its agents andcustomers throughout the world. It is therefore vulnerable to losses resulting from theft or physical disasters atany of the facilities at which its banknotes are stored or handled or affecting the containers of banknotes ittransports, any of which could adversely affect the operation of its business. Although the Group maintainsinsurance against these risks, there can be no assurance that its insurance coverage will be sufficient or continueto be available, or that it would pay out in a timely fashion to allow the Group to meet its obligations.

The Group is also subject to loss from fraud if customers present counterfeit money for transfer or exchange or ifcounterfeit prepaid cards are used. Additionally, the Group is also subject to the risk of losses from the fraudulentuse of debit and credit cards.

The Group’s failure to control or reduce theft of currency or fraud relating to the products it offers, or to mitigatethe impact of physical disasters on its banknote facilities, could materially and adversely affect the Group’sbusiness, results of operations and financial condition.

The Group’s developer platforms subject it to additional risks.

The Group provides third-party developers with access to APIs, software development kits and other toolsdesigned to allow them to produce applications for use, with a particular focus on mobile applications. There canbe no assurance that these third parties will develop and maintain applications and services on the Group’s openplatforms on a timely basis or at all, and a number of factors could cause third-party developers to curtail or stopdevelopment for its platforms. In addition, the Group’s business is subject to many regulatory restrictions. It ispossible that third parties who use the Group’s development platforms or tools could violate these regulatoryrestrictions and the Group may be held responsible for the violations, which could have a material adverse effecton its business, results of operations and financial condition.

The Group is exposed to political, social and macroeconomic risks relating to the United Kingdom’s potentialexit from the European Union.

In March 2017, the UK gave notice of its intention to leave the European Union under Article 50 of the Treaty onEuropean Union, and the United Kingdom is still in the process of determining what form that exit will take.

As at the date of this Registration Document, there is still no certainty that there will be a ratified withdrawalagreement in place on 12 April 2019 and it remains the default position that the United Kingdom will leave theEuropean Union on this date without a deal in place unless an extension is granted as requested on 5 April 2019by the UK government. If the United Kingdom were to leave without a deal, this could have a significant andimmediate impact on the United Kingdom’s day-to-day interactions with Europe, including the flow of funds andtravel between the two.

The prospective withdrawal of the United Kingdom from the European Union continues to create significantpolitical, social and macroeconomic uncertainty. As a result of this uncertainty, the pound sterling/U.S. dollarexchange rate has fallen to its lowest levels since the 1980s. In addition, Moody’s Investors Service downgradedthe outlook of the UK government’s bond rating from stable to negative, Fitch downgraded the UK government’scredit rating from AA+ (stable) to AA (negative) and Standard & Poor’s Ratings Services downgraded the UKgovernment’s credit rating from AAA (negative) to AA (negative), in each case warning that the country’s

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economic growth and fiscal strength are likely to be lower in the event the United Kingdom exits the EuropeanUnion.

If the United Kingdom leaves the European Union with no withdrawal agreement in place, the result may besignificant macroeconomic deterioration, including, but not limited to, further decreases in global stock exchangeindices, trade wars, increased foreign exchange volatility (in particular a further weakening of the pound sterlingand the euro against other leading currencies), decreased GDP in the United Kingdom, the European Union orother countries in which the Group operates, and further sovereign credit downgrades.

In respect of the Group in particular, Xpress Money, the Group’s cross-border payments franchise business, iscurrently operating from the United Kingdom into the EEA in reliance on its relevant passporting rights underthe Payment Services Directive. Xpress Money has applied to the Central Bank of Ireland for an AuthorizedPayments Institution License in order to continue to undertake its business in the EEA assuming the UK leavesthe EU without a withdrawal agreement in place. As of the date of this Registration Document, its licenseapplication had not yet been approved, and there can be no assurance as to when or if it will be. If XpressMoney’s license application is not approved and the United Kingdom were to leave the EU without a withdrawalagreement in place, Xpress Money’s business and reputation could be adversely affected.

A significant change or disruption in international migration patterns could adversely affect the Group’sbusiness, results of operations and financial condition.

The Cross-Border Payments & Consumer Solutions segment relies in part on international migration patterns, asindividuals move from their native countries to countries with greater economic opportunities or a more stablepolitical environment. A significant portion of money transfer transactions are initiated by immigrants orrefugees sending money back to their native countries. Changes in immigration laws that discourage internationalmigration and political or other events (such as war, terrorism or health emergencies) that make it more difficultfor individuals to migrate or work abroad could adversely affect cross-border payment volumes or growth rate.Sustained weakness in global economic conditions could also reduce economic opportunities for migrant workersand result in reduced or disrupted migration patterns. Reduced or disrupted migration patterns, particularly in theUnited States, the Middle East or Europe, are likely to reduce money transfer transaction volumes and thereforehave an adverse effect on the Group’s business, results of operations and financial condition.

The Consumer Foreign Exchange Solutions segment operates a significant portion of its retail businessthrough airport concessions.

The Consumer Foreign Exchange Solutions segment’s retail services are dependent on airport concessions andare adversely affected by the termination or increased cost of these concessions or other changes to their terms.The majority of the Group’s concession agreements for space in on-airport locations, where the ConsumerForeign Exchange Solutions segment operates approximately 27.0 per cent. of Finablr’s retail stores whichgenerate a significantly higher portion of the segment’s income, are typically three to seven-year concessions thatare subject to early termination by either party upon varying notice periods. 42.6 per cent. of the ConsumerForeign Exchange Solutions segment’s income for the year ended 31 December 2018 was attributable to its topten airports. Eight of the Group’s top 20 concessions are up for renewal in the next three years, including thoselocated in London Heathrow, Doha, Abu Dhabi, Singapore, Brisbane, Atlanta, Haneda and San Francisco. TheGroup may not be able to renew its airport concessions on favourable economic terms or at all, and tenders maybe granted to a competitor. For example, in 2016, the Group stopped its businesses at the Prague International,Toronto Pearson International and Sydney airports, due to its inability to secure favourable terms for the renewalof the relevant concession during the tender process. Similarly, the Group did not succeed in its tender for aconcession in the new Istanbul airport, and will therefore cease operations in Istanbul after the scheduled closureof Atatürk Airport in 2019. The Group’s concession at London Heathrow airport, which is one of its mostmaterial contracts, was scheduled to terminate in March 2019 but the Group continues to operate under theexisting concession agreement. While the Group negotiates a potential new five-year contract, it has also agreedan interim agreement pending any agreement for a longer-term contract. There can be no assurance that theGroup will succeed in securing this concession on favourable terms, or at all. Furthermore, concessions could beawarded to more than one foreign exchange provider in the same airport, thus increasing competition anddecreasing transaction volumes.

Any decision by airport authorities to exercise their right to terminate their concessions with the Group, to notrenew concessions, to grant multiple concessions at the same airport or to offer unfavourable economic termscould result in the Group having to cease operations in that particular airport, incur costs associated withidentifying, securing and relocating its operations and incur losses if it fails to relocate or relocates to a lessdesirable location.

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Moreover, as part of the Group’s concession arrangements, airport authorities can require the Group to partnerwith certain local businesses as a part of the public procurement process or to agree to a range of contractualterms, including up-front payments, pricing terms, capital expenditure on store locations, provision of rentalguarantees or ongoing provision of information on transaction volumes. Many of these airport concessionagreements require fixed payments that have the potential to make the Group’s on-airport locations lessprofitable. Unlike the Group’s off-airport locations, where rental space is more freely available, its on-airportlocations cannot move to a nearby location should airport authorities impose less favourable terms during therenewal process. A failure to comply with the terms in existing concession agreements could also give rise tofinancial penalties or lease termination, including damages payable by the Group if its termination was for cause.These terms or the Group’s non-compliance with them could have a material adverse effect on the Group’sbusiness, results of operations and financial condition.

The Group has grown, and may continue to grow, through acquisitions that give rise to risks and challenges.

As a part of the Group’s growth strategy, it has acquired and, in the future will consider acquiring, businessesthat complement its existing operations and enable it to grow its business, such as its recent acquisitions of amajority stake in the digital gifting and shopping service Swych and of bespoke payments technology companyTimes of Money Private Limited, India, and its proposed acquisition of foreign exchange and money transfercompany City International Exchange Kuwait. Acquisitions involve a number of risks and challenges for theGroup, including higher than expected acquisition costs; the possibility that the Group may not complete futureacquisitions on satisfactory terms or realise expected synergies or cost savings within expected timelines;unforeseen expenses, delays or conditions; diversion of management’s time and attention from existing businessand business opportunities; and the unanticipated impact of liabilities relating to acquired businesses. In addition,certain of the Group’s debt agreements contain covenants that could inhibit its ability to make acquisitions ordispositions. Furthermore, a proposed acquisition could expose the Group to additional regulatory scrutiny. If aregulator delays, or imposes conditions on, any acquisition, it may prevent the acquisition from occurring on atimely basis or at all.

Although the Group critically analyses its acquisition targets, its assessments are subject to a number ofassumptions with respect to, among other things, future net sales and earnings, profitability, growth, interest ratesand company valuations, its investigation of the respective businesses and other information then available. TheGroup cannot guarantee that these assumptions will prove to be correct or that liabilities, contingencies or otherrisks will not arise. Any of the foregoing or other factors could harm the Group’s ability to achieve anticipatedprofitability from acquired businesses or to realise other anticipated benefits of acquisitions.

In addition, the Group may become subject to regulatory, licensing, litigation, tax and other liabilities based oncircumstances it fails to discover in the due diligence review it conducts in connection with an acquisition. Whenthe Group discovers potential liabilities during its due diligence review, neither the valuation adjustment nor thecontractual protections it negotiates may be sufficient to fully protect the Group from losses. Although the Groupgenerally seeks to negotiate rights to indemnification, these rights may be limited by survival periods forbringing claims and limitations on the nature and amount of losses it may recover.

Even if an acquisition is successful, the Group may face unexpected integration challenges, including thoserelating to operational, financial and management systems and internal controls. Furthermore, the Group may beforced to assume debt or other liabilities of its acquired businesses, including related litigation. The Group mayalso find it challenging to expand into new geographic markets through its acquired businesses and may berequired to find and cooperate with local partners with whom it has not previously done business.

The Group’s growth strategy also depends on its ability to enter into strategic partnerships, enter new marketsand further develop its product offering.

The Group plans to further strengthen its global presence in important growth markets by further developingstrategic partnerships or joint ventures with local partners, entering new markets and further developing itsproducts and services. In its B2B & Payment Technology Solutions segment, the Group will sometimes enterinto bespoke engagements with these strategic partners to deliver certain agreed quantities and qualitative servicelevels. If the Group is unable to provide the necessary services in accordance with these service levels, theserelationships could be negatively impacted and the Group could be liable for financial penalties.

Where the Group forms partnerships, either electively or because it is required to in order to comply with foreignownership restrictions or other legal requirements, they may be developed through joint venture arrangements

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over which the Group only has partial or joint control. In particular the joint venture counterparties may havedifferent business or investment strategies from the Group, and the Group may have disagreements or disputeswith these parties. The Group’s partners may be unable, or unwilling, to fulfil their obligations under the relevantjoint venture agreements and shareholder agreements, may seek to use their rights to block decisions on certainmatters, such as distribution of cash, or may experience financial or other difficulties that may adversely impactthe Group’s investment in a particular joint venture, resulting in reputational and financial harm.

The success of the Group’s growth strategy also depends in part on its ability to expand in new and existingmarkets, primarily the Middle East, Africa and Asia, which may subject it to further risks, such as overcomingcultural differences and compliance with new regulatory regimes. The overall economic environment in thesecountries is subject to volatility and the markets in these countries could develop more slowly than the Groupexpects at any given time.

The Group also intends to expand its product offering into new or developing technologies, such as blockchain,crypto-currencies and artificial intelligence. For example, in November 2018 the Group acquired a majorityshareholding in Swych, a digital gifting and shopping service based on blockchain technology that helpsmerchants develop, launch, and grow products and platforms on blockchain, allowing users to unlock digitalassets and achieve token liquidity. There can be no assurance that any of these technologies will develop into aviable offering for consumers or will not otherwise become the subject of partial or complete obsolescence. TheGroup may also require certain licenses to offer these new products in the market, which it may not receive.Furthermore, these growth strategies may require significant investment, and it is possible that the Group will nothave the requisite financial resources and expertise to continue its expansion as planned.

Should the Group’s further expansion into international growth markets or new product offerings not besuccessful or not be as successful as planned, the substantial investments made might not result in the desiredgrowth in income, which would have a material adverse effect on its business, results of operations and financialcondition.

The Group requires access to capital to operate and grow its business, which may be impaired by its debtservice obligations and covenant requirements.

In addition to cash flows from operations, the Group may seek to access the capital markets from time to time toraise additional funds through the issuance of equity or debt instruments to finance the expansion of itsoperations, invest in new business initiatives or make strategic acquisitions. While the Group believes that itsworking capital is sufficient for at least the next 12 months, it may have to limit its growth initiatives, alter itsstrategic plans or take other actions if adequate capital markets opportunities thereafter are not available onacceptable terms or at all. In addition, certain of the Group’s debt issuer ratings are below “investment grade”,which may require it to incur greater debt and higher costs than would otherwise be the case for more highlyrated companies.

As at 31 December 2018, the Group had U.S.$876 million in combined borrowings, including current andnon-current debt from external parties and excluding U.S.$175 million in borrowings from related parties, and itmay incur additional debt in the future. The Group therefore incurs substantial interest expense, requiring it todedicate a substantial portion of its cash flow from operations to payments in respect of its debt obligations,thereby reducing funds available for working capital, capital expenditures, acquisitions and other purposes.Furthermore, in addition to its debt with fixed interest rates, the Group has debt that is subject to floating interestrates. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic andinternational economic and political conditions and other factors beyond the Group’s control. Although theGroup hedges some of its interest rate exposure, there can be no assurance that its hedging activities willeffectively manage its interest rate risks and avoid unrealised or realised losses. A significant increase in interestrates could have an adverse effect on the Group’s business, results of operations and financial condition. TheGroup’s debt also contains certain covenants that inhibit its ability to incur further debt, pay dividends and makeacquisitions or dispositions, among others.

The Group is subject to liquidity risk.

The Group’s businesses require it to maintain substantial cash balances on deposit with financial institutions andin investment funds and to have access to liquidity and banking facilities (including guarantee and dealing lines)to undertake its day-to-day operations and to fund growth. The Group manages its capital requirements andliquidity through a combination of bank borrowings and debt issuances. Although the Group’s cash inflows and

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capital resources are sufficient to satisfy its current working capital and other liquidity needs for at least the next12 months, there can be no assurance that this will continue to be the case over the longer term as the Groupfaces certain risks in the event of a sustained deterioration of financial market liquidity, as well as in the event ofsustained deterioration in the liquidity of, or the failure of, its financial institutions. The occurrence of any ofthese events could have an adverse impact on the Group’s ability to access capital, which could in turn have amaterial adverse effect on the Group’s business, results of operations and financial condition.

The Group’s principal shareholder, Dr Bavaguthu Raghuram Shetty, has played an important role in theGroup’s growth and development, and if the Group is unable to continue to rely on his support, its businesscould be adversely affected.

Dr Bavaguthu Raghuram Shetty, through his significant, direct and indirect, beneficial ownership of theCompany’s share capital and his support, reputation, influence and business connections, has played an importantrole in the growth and development of the Group’s business. However, there can be no assurance that the benefitscurrently enjoyed by virtue of the Group’s association with Dr Shetty will continue to be available. Dr Shetty isnot under any obligation to invest in, do business with or otherwise continue to support the Group. Dr Shetty maydispose of his investments in the Company, cease to do business with or otherwise cease to support the Group.The reduction or absence Dr Shetty’s support or the failure to realise the intended benefits the Group anticipatedfrom its business relationship with Dr Shetty could limit the Group’s ability to identify and engage futurepotential counterparties, which could have a material adverse effect on the Group’s business, financial conditionand results of operations.

The Group’s ability to attract and retain qualified management and specialist staff is critical to its success andgrowth.

The Group depends on the continued service and performance of its executives, senior management and skilledpersonnel. This is particularly the case for commercial, data, digital, engineering, marketing and technologyprofessionals. The Group’s reliance on these employees is likely to intensify as it continues to expand its digitalfunctions and seeks to maintain a market-leading position in new products and technologies. The specialisedskills that these employees need are difficult and time-consuming to acquire. As a result, workers with theseskills, as well as innovative ideas, are in short supply, and the Group expects that this shortage will continue.Furthermore, even after the Group successfully recruits suitable employees, it must invest significant time totrain them, and there can be no assurance that the anticipated benefits of these investments will be realised.

If the Group cannot recruit and retain a sufficient number of qualified employees, and ensure their skills remaincurrent as the technological and other demands of the industry change, its ability to bring new products andservices to market could be delayed or impaired, which could adversely affect the Group’s business, results ofoperations and financial condition.

A number of the Group’s employees are unionised, and wage increases or work stoppages by the unionisedemployees may have a material adverse effect on the Group’s business.

The Group is party to a number of collective bargaining agreements, which need to be renewed from time totime, including in France, the Netherlands and Germany. Prior to the expiration of these agreements, if the Groupis unable to negotiate terms more favourable or similar to those currently in place, it could face labour disputesand work stoppages, as well as litigation from unions and their employees. For example, in 2018, the FinancialServices Union, Australia (“FSU”) lodged a claim against Unimoni Australia Pty Ltd (“Unimoni Australia”) inthe Federal Court of Australia to determine whether the FSU had the right to represent Unimoni Australia’semployees’ industrial interests. While the Fair Work Ombudsman has advised that the employees fall under thegeneral retail industry award, the FSU asserts that they should fall under the banking, finance and insuranceaward, and therefore under the FSU’s purview. The occurrence of any of these factors could adversely affect itsbusiness, results of operations and financial condition.

Litigation or investigations involving the Group or its agents could result in material settlements, fines orpenalties and may adversely affect the Group’s business, results of operations and financial condition.

From time to time, the Group is the subject of litigation related to its business. In addition, the Group has been,and in the future may be, subject to allegations and complaints that individuals or entities have used its servicesfor fraudulent purposes, which may result in fines, penalties, judgments, settlements and litigation expenses. Theoutcome of any allegations, complaints, claims and litigation cannot be predicted.

15

Regulatory and judicial proceedings and potentially adverse developments in connection with ongoing litigationmay adversely affect the licenses the Group holds as well as its business, results of operations and financialcondition. There may also be adverse publicity associated with lawsuits and investigations that could decreasecustomer acceptance of the Group’s services. Plaintiffs or regulatory agencies in these lawsuits, actions orinvestigations may seek recovery of very large or indeterminate amounts, and the magnitude of these actions mayremain unknown for substantial periods of time.

The cost to defend or settle future lawsuits or investigations may be significant and could materially andadversely affect the Group’s business, results of operations and financial condition.

The Group is subject to tax regulations and policies which are complex and subject to change.

The Group is subject to many different forms of taxation including but not limited to income tax, withholdingtax, property tax, value added tax, transfer pricing rules, commodity tax and social security and other payrollrelated taxes. Tax law and administration is complex and often requires subjective determinations. Taxauthorities around the world are increasingly rigorous in their scrutiny of transactions and may not agree with thedeterminations that are made by the Group with respect to the application of tax law. Any disagreements couldresult in lengthy legal disputes, an increased overall tax rate applicable to the Group and, ultimately, in thepayment of substantial amounts for tax, interest and penalties, which could have a material adverse effect on theGroup’s results of operations. Additional tax expenses could accrue in relation to previous tax assessmentperiods, which are still subject to a pending tax audit or have not been subject to a tax audit yet. As a result, thetax authorities could revise original tax assessments and substantially increase the tax burden (including interestand penalty payments) of the Group’s affected entities (for example, in connection with restructuring measures,transaction costs or recovery of indirect taxes). The realization of any of these risks could have a material adverseeffect on the Group’s business, results of operations and financial condition.

In addition, any change in tax law, regulation or policy can impact the Group’s customers’ demand for theGroup’s products, which depend in part on the tax and regulatory treatment of those products and services. Forexample, the Group could be adversely affected by the imposition of a tax on corporate earnings in jurisdictions,such as in GCC countries, where it currently faces no such tax. Any change in tax laws or increase in tax rates inthe markets in which the Group operates could reduce its net profits or otherwise have a material adverse effecton the Group’s business, financial condition, results of operations and prospects.

The Group’s insurance coverage may be insufficient to cover its losses.

The Group has comprehensive insurance with leading insurers to cover, among others, losses related totransportation, physical loss or damage, operational risks and general third-party liability. In particular, the Grouphas cash policies in place with a variety of insurers which cover the risk of damage or loss of cash, with theGroup covered for any losses exceeding its deductibles. The occurrence of losses or other damages not coveredby insurance, or that exceed insurance limits, could result in unexpected additional costs. In particular, if theGroup faces losses or liabilities in connection with cybersecurity issues or data security breaches, it may not becovered by insurance to the full extent of damages that it faces. In addition, the Group’s insurance policies aresubject to review by its insurers and the level of premia may increase, which could have a material effect on theGroup’s business, results of operations and financial condition.

Risks related to the Group’s corporate structure

The majority ownership interest of the Group’s UAE operations is held through trustee and nomineearrangements, which are in line with established market practice in the UAE but may be challenged underexisting UAE legislation.

The UAE Commercial Companies Law (the “UAE Companies Law”) provides that “every company incorporatedin the state must have one or more national partners whose shares in the company’s capital must not be less than51 per cent. of the company’s capital”. Furthermore, a UAE-incorporated company that carries out an “exchangebusiness” as defined under the Central Bank of UAE (“UAE Central Bank”) Exchange Business Rules is subjectto an additional requirement that at least 60 per cent. of its share capital must be registered in the name of one ormore UAE nationals or entities wholly owned by UAE nationals (the “UAE Ownership Requirement”).

The UAE Ownership Requirement applies to UAE Exchange Centre LLC, the Group’s principal operatingcompany in the UAE, as it carries out a business involving foreign currency exchange (i.e. buying and selling

16

foreign currencies from/to customers who are physically present in the UAE and executing remittance operationsin local and foreign currencies) as per Article 1.1 (c).1 of the UAE Central Bank Regulations regarding Licensingand Monitoring of Exchange Business issued in 2014 (the “Regulations”) and Article 1.2.1 of the Standards forthe Regulations regarding Licensing and Monitoring of Exchange Business issued in 2018 (the “Standards”) (theRegulations and Standards together being the “UAE Central Bank Exchange Business Rules”).

UAE Exchange Centre LLC represented 20.7 per cent. of the Group’s income for the year ended 31 December2018. Because of the UAE Ownership Requirement, the Group is only entitled to hold a 40 per cent. interest inthe legal capital of UAE Exchange Centre LLC directly.

Accordingly, like many foreign-owned companies operating in the UAE, the Group has addressed this issue byimplementing a set of trustee and nominee arrangements which, notwithstanding the application of the UAEOwnership Requirement, provide the Group with a beneficial interest over the remaining 60 per cent. interest inthe legal capital of UAE Exchange Centre LLC that is not held directly or indirectly by a Group Company (the“60 Per Cent. Interest in UAE Exchange Centre LLC”).

These arrangements include a trust declared over the entire issued share capital of United Global Limited, whichis the indirect holder of the 60 Per Cent. Interest in UAE Exchange Centre LLC, in favour of a Group Company.As a result of and pursuant to the terms of this trust, the Group holds the indirect, beneficial interest in the 60 PerCent. Interest in UAE Exchange Centre LLC.

The Trustee is a company established in the ADGM owned equally by two Emirati shareholders, His ExcellencySaeed Mohamed Butti Mohamed Al Qebaisi and Khaleefa Butti Omair Yousif Al Muhairi (the “CenturionShareholders”). The Centurion Shareholders are prominent individuals in the UAE.

It is possible that these arrangements could be unilaterally challenged before a UAE court on the basis of theUAE Federal Law no. 17 of 2004 in respect of Commercial Concealment (the “Concealment Law”) or othergeneral public policy-related provisions under other UAE legislation, and that a UAE court could decide that theGroup’s ownership structure violated public policy, morals or law in the UAE. The Concealment Law providesthat it is not permissible to allow a non-UAE national, whether by using the name of another individual orthrough any other method, to practice any economic or professional activity that is not permissible for him topractice in accordance with the law and decrees of the UAE, which could prohibit foreign ownership of a UAEcompany through structures such as the one used in the Group’s ownership structure.

The Concealment Law was scheduled to come into effect in November 2007. However, by way of a cabinetresolution, the UAE Federal Government suspended the application of the Concealment Law until November2009 and it was further suspended until September 2011. The Concealment Law is now in force but, as of thedate hereof, the provisions of the law have not been enforced to the Group’s knowledge against any UAEcompany. The Group is also not aware of any foreign-owned companies in the UAE that commonly employownership structures or trust or nominee arrangements such as the Group’s having been unilaterally, nor in anyother manner, challenged by the Government of the UAE or any Emirate thereof.

However, as the Concealment Law is binding law, the UAE Federal Government has the ability to enforce theConcealment Law at any time in the future. Recent legislative developments in the UAE, such as thepromulgation of the new Foreign Direct Investment Law No. 19 of 2018 (the “FDI Law”) discussed below, maymean that the UAE Federal Government re-evaluates its approach on enforcement of the Concealment Law.Were the UAE Federal Government to do so, there is no certainty as to the approach that the UAE courts wouldtake in relation to the application of the Concealment Law or other laws or policies to the Group’s structure andthe trustee and nominee arrangements that form part of it.

There could be a number of adverse implications for the Group if its trustee and nominee arrangement andownership structure were to be successfully challenged or an enforcement action initiated, including the trusteeand nominee arrangements being deemed void. This could result in the loss of the Group’s beneficial interest inthe 60 Per Cent. Interest in UAE Exchange Centre LLC, or the Group’s having to terminate its trustee andnominee arrangements and/or adopt an alternative operating structure that could be disadvantageous to theGroup’s operations in the UAE and elsewhere, or the imposition of material fines. The imposition of one or moreof such penalties could have a material adverse effect on the Group’s business, financial condition and results ofoperations.

17

In addition, should a challenge occur, the fact that the Group’s nominee arrangement or ownership structure isbeing challenged is likely to be made public, which could have an adverse effect on the trading price of theShares. A successful enforcement action could also result in a loss of income from UAE Exchange Centre LLC.

If the Group were required or elected to replace the Trustee, or one or both of the Centurion Shareholders as theowners of the Trustee, the Group would have to find another entity or individual(s) to fulfil the role of Trusteeand to hold all of the issued share capital of the Trustee (as the case may be). Given the regulated nature of thebusiness of UAE Exchange Centre LLC, the ultimate holder(s) of the 60 per cent. Interest in UAE ExchangeCentre LLC will need to be approved by the UAE Central Bank, which could make the process for finding anyreplacement for the Centurion Shareholders as the owners of the Trustee more difficult.

The Group considers the probability of a successful challenge to the Group’s ownership structure to be unlikelyunder the existing legal regime and economic policy of the UAE. The Group believes that it would be difficult toidentify people or entities who would have sufficient motivation or legal standing to make such a challenge. TheGroup also believes that it is extremely unlikely that a broad application of the Concealment Law would takeplace, given that doing so would likely have a severe adverse effect on foreign investment in the UAE. However,should any of the risks outlined above crystallise, they could have a material adverse effect on the Group’sbusiness, financial condition and results of operation.

The UAE’s new Foreign Direct Investment Law is subject to further interpretation following the expectedpromulgation of secondary, executive regulations, the timing of which is unknown.

On 1 November 2018, the Federal Government of the UAE promulgated the FDI Law, the purpose of which is torevise, and thereby provide greater clarity around, the legal regime that applies in the UAE to foreign investmentin certain designated activities and business sectors of the UAE economy. The scope of such arrangements issubject to the issue by the UAE Council of Ministers of executive regulations that will implement the FDI Law.It is not currently known when the executive regulations will be issued, how they will apply the new FDI Lawand its interaction with other UAE laws, or how the UAE courts may interpret the executive regulations.

In addition to expressly setting out a list of designated activities and business sectors to which the FDI Law willapply, the FDI Law also sets out a list of activities and business sectors to which it will not apply and which will,as a result, remain subject to the specific legal regimes and/or regulations that are currently in force in the UAE.This list of activities and sectors includes payment services, which is the principal business conducted by theGroup in the UAE through its subsidiary, UAE Exchange Centre LLC.

The specific legal regime applicable to payment services businesses in the UAE, the UAE Central BankExchange Business Rules, is under the control of the UAE Central Bank, which therefore regulates the foreignownership restrictions applicable to UAE Exchange Centre LLC. These restrictions, with which the Groupcomplies as described above, require at least 60 per cent. of the share capital of UAE Exchange Centre LLC to beregistered in the name of one or more UAE nationals or entities wholly owned by UAE nationals. UAE ExchangeCentre LLC accounted for 20.7 per cent. of the Group’s income for the year ended 31 December 2018.

Although the Group has no reason to believe that this would be the case, there can be no assurance that when thesecondary executive regulations are promulgated, changes could also be made to the way in which paymentservices are regulated, including with respect to the ownership requirements relating to such businesses. If thiswere to occur, the Group could be required to alter the way it conducts its business in the UAE and/or the way inwhich it controls the shareholding of such businesses, any of which could have a material adverse effect on theGroup’s business, financial condition and results of operations.

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PART IIPRESENTATION OF INFORMATION

General

No person is or has been authorised to give any information or to make any representation not contained in or notconsistent with this Registration Document and, if given or made, such information or representation must not berelied upon as having been authorised by the Company. No representation or warranty, express or implied, ismade and no responsibility or liability is accepted by any person other than the Company and its Directors, as tothe accuracy, completeness, verification or sufficiency of the information contained herein, and nothingcontained in this Registration Document may be relied upon as a promise or representation in this respect, as tothe past, present or future. The delivery of this Registration Document shall not, under any circumstances, createany implication that there has been no change in the business or affairs of the Group since the date of thisRegistration Document or that the information contained herein is correct as of any time subsequent to its date.

A copy of this Registration Document has been filed with, and approved by, the FCA and has been madeavailable to the public in accordance with the Prospectus Rules. This Registration Document may be combinedwith a securities note and summary to form a prospectus in accordance with the Prospectus Rules. A prospectusis required before an issuer can offer transferable securities to the public or request the admission of transferablesecurities to trading on a regulated market. However, this Registration Document, where not combined with thesecurities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or asolicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in anyjurisdiction, nor shall this Registration Document alone (or any part of it), or the fact of its distribution, form thebasis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitmentwhatsoever with respect to any offer or otherwise. The contents of this Registration Document are not to beconstrued as legal, business or tax advice. This Registration Document is not intended to provide the basis of anycredit or other evaluation and should not be considered as a recommendation by any of the Company, theDirectors, any of the Company’s advisers or any of their affiliates or representatives regarding the securities ofthe Company.

Presentation of Financial Information

Unless otherwise stated, the financial information included in Section B of Part X: “Historical FinancialInformation” of this Registration Document has been prepared in accordance with the requirements of the PDRegulation, the Listing Rules and the accounting policies set out in Note 2.4 of Section B of Part X: “HistoricalFinancial Information” of this Registration Document.

The Company’s financial year ends on 31 December. The financial information as at and for the three yearsended 31 December 2016, 2017 and 2018 included in Section B of Part X: “Historical Financial Information” iscovered by the accountant’s report included in Section A of Part X: “Historical Financial Information” whichwas prepared in accordance with Standards for Investment Reporting issued by the Auditing Practices Board inthe United Kingdom.

Unless otherwise stated in this document, financial information in relation to the Group referred to in thisRegistration Document has been extracted without material adjustment from the historical financial informationin Part X: “Historical Financial Information” of this Registration Document or has been extracted from those ofthe Group’s accounting records and its financial reporting and management systems that have been used toprepare that financial information. Investors should ensure that they read the whole of this RegistrationDocument and not only rely on the key information or information summarised within it.

Unless otherwise indicated, none of the financial information relating to the Group or any operating data or keyperformance indicators relating to the Group have been audited (even where such operating data or keyperformance indicators include certain financial metrics).

Alternative Performance Measures

The discussion of financial results in this Registration Document contains certain non-IFRS financial measures.The Group believes these measures provide investors with additional information about underlying results andtrends, as well as insight into some of the metrics used to evaluate the business. These measures include GroupAdjusted Income, Group Adjusted Operating Expenses, Group Adjusted EBITDA, Group Adjusted EBITDAMargin, Group Adjusted Free Cash Flow, Group Adjusted Cash Conversion, Segment Adjusted Income,

19

Unallocated Adjusted Income, Segment Adjusted Expenses, Adjusted Central and Shared Costs, SegmentAdjusted Profit and Segment Adjusted Profit Margin on a constant-currency basis, and usable cash, net debt, networking capital movement and capital expenditure on a reported basis, which are not defined under accountingstandards but that the Group finds useful in analysing its results. Because of the discretion that the Group has indefining the measures, care should be taken when comparing them with similarly named measures used by othercompanies. These alternative performance measures, which are defined below, should not be used as a substitutefor evaluating the performance of the Group based on its Historical Financial Information and results ofoperations.

• Usable cash is calculated as reported bank balances and cash minus client money and net due tofinancial institutions, working capital cash in vaults and tills and other cash, which comprises buffercash, regulatory cash and bank overdrafts and other relevant short-term bank loans.

• Net debt is calculated as gross debt (comprising borrowings excluding borrowings from related parties)minus usable cash.

• Net working capital movement is calculated as the sum of the changes in trade and other receivables,trade and other payables, provisions utilised, reimbursement right and restricted assets and travellers’cheques awaiting redemption.

• Capital expenditure is calculated as the sum of the purchases of property and equipment and purchasesof intangible assets, including primarily software.

• Group Adjusted Income is calculated as total income, as adjusted for the factors set out in Part VIII:“Selected Financial and Operating Information—Reconciliation of Group Adjusted Financial Data”.

• Group Adjusted Operating Expenses is calculated as set out in Part VIII: “Selected Financial andOperating Information—Other Group Adjusted Financial Data”.

• Group Adjusted EBITDA is calculated as profit before interest, taxes, depreciation and amortisation, asadjusted for the factors set out in Part VIII: “Selected Financial and Operating Information—Reconciliation of Group Adjusted Financial Data”.

• Group Adjusted EBITDA margin is calculated as Group Adjusted EBITDA divided by Group AdjustedIncome.

• Group Adjusted Free Cash Flow is calculated as Group Adjusted EBITDA minus maintenance capitalexpenditure.

• Group Adjusted Cash Conversion is calculated as Group Adjusted Free Cash Flow divided by GroupAdjusted EBITDA.

• Segment Adjusted Income is calculated as income by segment, as adjusted for the factors set out in PartVIII: “Selected Financial and Operating Information—Reconciliation of Segment Adjusted FinancialData”.

• Unallocated Adjusted Income is calculated as the income that does not fall within any of the Group’sthree segments, as adjusted for the factors set out in Part VIII: “Selected Financial and OperatingInformation—Reconciliation of Segment Adjusted Financial Data”.

• Segment Adjusted Expenses is calculated as expenses by segment, as adjusted for the factors set out inPart VIII: “Selected Financial and Operating Information—Reconciliation of Segment AdjustedFinancial Data”.

• Adjusted Central and Shared Costs is calculated as central and shared costs, as adjusted for the factorsset out in Part VIII: “Selected Financial and Operating Information—Reconciliation of SegmentAdjusted Financial Data”.

• Segment Adjusted Profit is calculated as segment profit, as adjusted for the factors set out in Part VIII:“Selected Financial and Operating Information—Reconciliation of Segment Adjusted Financial Data”.

• Segment Adjusted Profit Margin is calculated as Segment Adjusted Profit divided by SegmentAdjusted Income.

Constant-Currency Adjustments

The Group has presented its adjusted financial data using constant-currency translations of non-U.S. dollaramounts into U.S. dollars as a convenience to investors in comparing the Group’s year-to-year performance.

20

Such constant-currency financial information has been calculated by applying the 2018 period average exchangerates to the Group’s actual performance in the prior periods. For a reconciliation from the closest reported lineitems to the adjusted results, including the constant-currency adjustments, see Part VIII: “Selected Financial andOperating Information”.

Currency Presentation

Unless otherwise indicated, all references in this document to “pounds sterling”, “GBP”, “£” or “pence” are tothe lawful currency of the United Kingdom. All references to “UAE dirham” or “AED” or are to the lawfulcurrency of the United Arab Emirates. All references to the “euro” or “€” are to the currency of the memberstates of the EU that are part of the Eurozone. All references to “U.S. dollars” or “U.S.$” are to the lawfulcurrency of the United States. All references to “BRL” are to the lawful currency of Brazil. The Companyprepares its financial information in U.S. dollars. Though the Group books transactions in local currency on areal-time basis, all transactions are converted into U.S. dollars at the then prevailing exchange rate. The Grouphas used these U.S.-dollar amounts to calculate the information in this document that is presented in U.S.-dollarequivalents.

Rounding

Certain data in this document, including financial, statistical and operating information, has been rounded. As aresult of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetictotals of such data. Percentages in tables have been rounded and accordingly may not add up to 100 per cent.

Market, Economic and Industry Data

Certain information regarding market size, market data, market share, market position, growth rates and otherindustry data pertaining to the Group and its business contained in this document consist of Directors’ estimatesbased on data compiled by professional organisations and on data from other external sources, includingMcKinsey, the World Bank, the United Nations, the Global Findex database, Euromonitor and the GSMA,among others.

Industry publications and market research generally state that the information they contain has been obtainedfrom sources the Directors believe to be reliable but that the accuracy and completeness of such information isnot guaranteed and any estimates or projections they contain are based on a number of significant assumptions.

In some cases, there is no readily available external information (whether from trade and business organisationsand associations, government bodies or other organisations) to validate market related analyses and estimates,requiring the Group to rely on internally developed estimates. The Group does not intend, and does not assumeany obligation, to update industry or market data set forth in this document. Because market behaviour,preferences and trends are subject to change, prospective investors should be aware that market and industryinformation in this document and estimates based on any data therein may not be reliable indicators of futuremarket performance or the Group’s future results of operations.

Where third-party information has been used in this document, the source of such information has beenidentified. The Company confirms that all third-party information contained in this document has been accuratelyreproduced and, so far as the Company is aware and able to ascertain from information published by that thirdparty, no facts have been omitted that would render the reproduced information inaccurate or misleading.However, while the Directors believe the third-party information included herein to be reliable, neither theCompany nor its advisers has independently verified such third-party information.

No Incorporation of Website Information

The contents of the Company’s website do not form part of this document.

Definitions and Glossary

Certain terms used in this document, including all capitalised terms and certain technical and other items, aredefined and explained in Part XIII: “Definitions”.

Information not Contained in this Document

No person has been authorised to give any information or make any representation other than those contained inthis document and, if given or made, such information or representation must not be relied upon as having been

21

so authorised. The delivery of this document, shall not under any circumstances, create any implication that therehas been no change in the affairs of the Company since the date of this document or that the information in thisdocument is correct as of any time subsequent to the date hereof.

Forward-looking Statements

This document includes forward-looking statements. These forward-looking statements involve known andunknown risks and uncertainties, many of which are beyond the Group’s control and all of which are based onthe Directors’ current beliefs and expectations about future events. Forward-looking statements are sometimesidentified by the use of forward-looking terminology such as “believe”, “expects”, “may”, “will”, “could”,“should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”,“positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology. Theseforward-looking statements include all matters that are not historical facts. They appear in a number of placesthroughout this document and include statements regarding the intentions, beliefs or current expectations of theDirectors or the Group concerning, among other things, the results of operations, financial condition, prospects,growth, strategies and dividend policy of the Group and the industry in which it operates. In particular, thestatements in the sections Part I: “Risk Factors”, Part V: “Business Description” and Part IX: “Operating andFinancial Review” regarding the Company’s strategy, targets and other expectations are forward-lookingstatements. These forward-looking statements and other statements contained in this document regarding mattersthat are not historical facts involve predictions. No assurance can be given that such future results will beachieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group.Such risks and uncertainties could cause actual results to vary materially from the future results indicated,expressed or implied in such forward-looking statements. Important factors that could cause the Group’s actualresults to so vary include, but are not limited to:

• global and regional economic, social and political changes;

• fluctuations in foreign exchange rates;

• rapid technological changes in the financial services market;

• actions taken by the Group’s competitors, such as consolidation of key competitors;

• the loss of a trademark or diminution in the perceived quality associated with the Group’s brands;

• new or existing legal, regulatory and licensing requirements, including anti-money laundering, sanctionsand anti-bribery laws;

• status of operations of the Group’s computer and communication systems, including the its proprietaryprocessing platforms, as well as third-party systems;

• actions of the Group’s agents and third-party partners and service providers; and

• other risk factors that are set forth in the section Part I: “Risk Factors”.

Forward-looking statements contained in this document speak only as of the date of this document. TheCompany, the Directors and the Company’s advisers expressly disclaim any obligation or undertaking to updatethese forward-looking statements contained in the document to reflect any change in their expectations or anychange in events, conditions or circumstances on which such statements are based unless required to do so byapplicable law, rules and regulations.

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PART IIIDIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS

Directors Dr Bavaguthu Raghuram ShettyMichael TomalinRobert Douglas DowieJulian WynterAbdulrahman BasaddiqBinay ShettyPromoth Manghat

Company Secretary Robert Moorhouse

Registered office of the Company 17th floorThe TowerThe Bower207 Old StreetLondon EC1V 9NRUnited Kingdom

Head office of the Company 7th floorTamouh TowerMarina SquareAl Reem IslandAbu DhabiUnited Arab Emirates

Financial Adviser to the Company Evercore Partners International LLP15 Stanhope GateLondon W1K 1LNUnited Kingdom

English and U.S. legal advisers to the Company Linklaters LLPOne Silk StreetLondon EC2Y 8HQUnited Kingdom

Reporting Accountant Ernst & Young Middle East (Abu Dhabi Branch)PO Box: 13627th Floor, Nation Tower 2Abu Dhabi CornicheAbu DhabiUnited Arab Emirates

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PART IVMARKET OVERVIEW

Global Cross-Border Payments Market

The global cross-border payments market is large and growing, with total volumes of U.S.$127 trillion andconsumer cross-border payment volumes in addressable markets of approximately U.S.$700 billion in 2018. Theindustry has experienced an extended period of growth which is expected to continue, with total consumer cross-border payments volumes expected to have grown at a compound annual growth rate (“CAGR”) of 4.3 per cent.for the period from 2017 through 2019. The digital market value is forecast to grow at a CAGR of 23.3 per cent.from 2018 through 2025. (Sources: McKinsey, OFX, World Bank, BMI, AB Newswire).

Cross-border consumer-to-business payments are growing by nearly 20 per cent. due to rising globalconsumption and increasing expenditures on items like tourism and investments by a rapidly expanding globalaffluent class, thereby being categorized as a ‘high-growth area’ in the McKinsey Global Payments Report 2018.

The consumer cross-border payments market is estimated to have grown at a CAGR of 5.2 per cent. from 2007through 2018, as illustrated in Exhibit 1 below.

Exhibit 1: Total money transfer inflows (U.S.$ billions)

396 433

527579

CAGR (07-18E)

592 625689

2007 2009 2011 2013 2015 2017 2018E

~5.2%

Source: Worldbank

Overall, the key elements driving growth are (i) global mobility and (ii) increasing cross-border trade.

(i) Global mobility

The global migrant population is a key contributor to the growth of the consumer cross-border paymentsmarket. Many migrant workers living in high-income countries (“Sending Markets”) use cross-borderpayments providers to send earnings to their countries of origin (“Receiving Markets”), according to theUnited Nations Department of Economic and Social Affairs (“UNESDA”). Despite political headwinds, theneed for workers persist in developed markets driving increased migration, which is expected to furtherboost cross-border payment volumes.

Since 2000, the migrant population has grown faster than the world population and accounted for 3.4 percent. of the world’s population, or 258 million people, as of 2017, a c. 50 per cent. increase in the globalmigrant population since 2000, as illustrated in Exhibit 2 below.

Exhibit 2: International migrant population (millions)

173191

222244 2582.8% 2.9%

3.2% 3.3% 3.4%

Global Migrant Population (Mn) % of Global Population

2000 2005 2010 2015 2017

Source: UNESDA, International Organisation for Migration

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From a geographical perspective, the top four money transfer corridors are the United States to Mexico, theUnited States to China, Hong Kong to China and the UAE to India, according to the World Bank. India is aparticularly relevant receiving country, as it appears in three of the ten most important corridors (i.e. UAE toIndia, USA to India, Saudi Arabia to India). In general, money transfer corridors are usually established fromcountries with a large migrant population, as illustrated in Exhibit 3 below.

Exhibit 3: Key money transfer corridors worldwide (U.S.$ billion, 2017)

4.1

4.2

4.6

4.6

4.6

5.7

5.8

6.2

7.7

7.7

7.7

11.1

11.2

11.7

13.8

15.6

16.1

30.0

Canada to China

Japan to China

Kuwait to India

USA to Dominican Republic

USA to El Salvador

UAE to Pakistan

Saudi Arabia to Pakistan

USA to Nigeria

USA to Guatemala

USA to Vietnam

Saudi Arabia to Egypt

USA to Philippines

Saudi Arabia to India

USA to India

UAE to India

Hong Kong to China

USA to China

USA to Mexico //

Key DirectPresence

IndirectPresence

No Presence

Source: World Bank

Within the overall market, geographies can be broken down into two distinct categories – Sending and ReceivingMarkets. Sending Markets tend to be higher income countries, which see payments flow out of the country as aresult of remittances by migrants. Receiving Markets are typically lower income countries, from where migrantsarrive. In both sets of markets, the key drivers of the historic growth and continued forecasted growth areincreasing migration, global trade volumes and digitisation. However, these dynamics manifest themselves indifferent ways in Sending and Receiving Markets.

Sending Markets

Key Sending Markets are characterised by large outbound cross-border payments. Large immigrant populationsare a key driver of outbound cross-border flows. The world’s migrants tend to send large amounts of money backhome to their families through cross-border payment providers, as illustrated in Exhibit 4 below.

Exhibit 4: Key money sending geographies

US$148Bn

Hong Kong$17Bn

Saudi Arabia$47Bn

UAE$33Bn

UK$27Bn

Germany$25Bn

Canada$25Bn

France$22Bn

Spain$18Bn

Italy$17Bn

Source: World Bank, Bilateral Remittance Matrix 2017

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Exhibit 5: Countries with the largest migrant populations

48.2

25.8

10.2 11.6 8.4

49.8

28.1

12.2 11.7 8.8

US

CAGR1.6%

CAGR CAGR CAGR CAGR

2015 2017 Finablr presence

4.4% 9.1% 2.5%0.0%

UKRussiaGermanyGCC

Source: UNESDA, International Organisation for Migration

The key drivers of consumer preferences for providers seen in the market are:

(i) Convenience

Consumers in these markets are increasingly focused on convenience when choosing a provider for theircross-border payment needs. 24/7 service, easy on-boarding processes, and a combination of physical andonline presence are crucial factors moulding consumer behaviour.

(ii) Efficiency

Typically, in mature digital markets the customers are tech savvy and the infrastructures in these countrieshave enabled the shift in consumer preference towards digital channels including online and smartphoneapps. The ever-increasing demand for faster transactions and convenient payment methods has led theestablished providers to focus on newer disruptive offerings.

(iii) Value

The growing use of digital channels, the advent of new technologies and emergence of new players hasresulted in increased competition and a greater customer focus on the cost and transparency of cross-bordertransfers. This has resulted in traditional banks losing market share within the consumer cross-borderpayments market.

(iv) Trust

Customers in Sending Markets also tend to place high value on trust and security in financial interactions.Secure IT infrastructure, brand recognition and a blue-chip partner network are vital to maintaining andbuilding consumer trust and confidence in Sending Markets.

Focusing on geography-specific factors, although the world is getting better connected and close together,there are still quite a lot of nuances between the regions, which are important to understanding the industrybetter. Customers in Africa, the Middle East and Asia Pacific (collectively, “Emerging Markets”) behavequite differently compared to customers based in developed markets.

Receiving Markets

Receiving Markets are characterised by large inbound cross-border payments. Countries with large emigrantpopulations are the key recipients of cross-border flows, as illustrated in Exhibit 6 below. Migrants tend to sendlarge amounts of money back to their home markets—for instance to support their families—through cross-border payment providers. As many migrants moved from low income geographies to higher income regions,these lower income geographies have become the key Receiving Markets for cross-border payments.

Exhibit 6: Key money receiving geographies

Mexico$31Bn

India$69Bn

Vietnam$15Bn

Pakistan$20Bn

Nigeria$22Bn

China$64Bn

Egypt$23Bn

France$25Bn

Philippines$33Bn

Bangladesh$14Bn

Source: World Bank, Bilateral Remittance Matrix 2017

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The key trends characterising Receiving Markets are the continuing prominence of cash, unbanked population,availability of alternatives to cash and financial ecosystems within the countries.

(i) Continuing prominence of cash

Despite the strong growth in digital payments, cash continues to be the primary transaction medium in manyof the key receiving markets in the world. As such, cross-border payment providers with last-miledistribution networks coupled with strong cash capabilities continue to be the providers of choice inReceiving Markets.

(ii) Unbanked population

The general trend is magnified by the presence of a large unbanked population in these economies, asillustrated in Exhibit 7 below. Nearly half of all unbanked adults live in just seven economies. This meansthat cross-border payment providers, which have the ability to bridge the tech savvy digital channel-orientedconsumers from the Sending Markets to the unbanked cash users of the receiving markets, is expected tocontinue to generate significant demand for their services.

Exhibit 7: Adults without an account by economy (per cent. of global unbanked adults), 2017

1311

6 64

3 3

China India Indonesia Pakistan Nigeria Mexico Bangladesh

Source: Global Findex database

(i) Availability of alternatives to cash

While cash continues to be important in these markets, there has been an increasing adoption of alternativesover the recent years supported by growth in mobile penetration. P2P payment systems such as WeChatPay,WhatsAppPay, and Paytm have established significant user bases and adoption continues to expand rapidly.As these trends continue to play out, cross-border payment providers must be able to meet customers’ cashand digital needs. The rapid development and fragmented nature of financial services in many of thesemarkets means that many of those services provided by banks in developed markets are being offered viadigital means such as mobile wallets and point-of-sale terminals. Mobile penetration growth is expected togrow strongly across emerging economies, increasing to 63 per cent. in the Asia and Pacific region, 51 percent. in the Middle East and North Africa and 40 per cent. in Sub-Saharan Africa by 2025, as illustrated byExhibit 8 below.

Exhibit 8: Mobile penetration growth in emerging economies (2017 – 2025)

21%36% 41%40%

51%63%

Sub-Saharan Africa MENA APAC2017 2025

42%54%

Source: GSMA –The Mobile Economy 2018

(i) Financial ecosystems within the country

The quick pace of technological development in the world has resulted in a financial ecosystem with highlyvaried yet coexisting interaction points, especially in the developing economies. While banks continue to bekey in the financial ecosystem, other channels are consistently defining user experience in the paymentsindustry. Examples of such channels include mobile wallets and point-of-sale terminals. There is anincreasing demand in the market for solutions, which operate irrespective of the origination and distributionchannel.

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(ii) Online e-commerce

Online e-commerce is increasingly the most significant contributor to Consumer-to-Business cross-borderflows. Online e-commerce represented U.S.$350 billion to U.S.$450 billion of flows in 2017 and is forecastto grow at a CAGR greater than 10 per cent. for the period from 2017 through 2021. The growth ofe-commerce is outstripping traditional cross-border flows of real estate investment and bill payments, asillustrated in Exhibit 9 below.

Exhibit 9: Consumer to Business cross-border flows, 2017 (U.S.$ billions)CAGR 2017-21

10%+

5-10%

5-10%Other bill payments

(tuition, healthcare, air travel, taxes, etc.).

by individualsReal estate investments

Online e-commerce 350 - 450

100-150

250 - 350

Source: McKinsey GCI Cross-border model

Pricing capabilities

Pricing capabilities provide competitive leverage to capture optimal benefits of volume and yield gains across thesector. Exhibit 10 below illustrates Finablr’s pricing capability in the UK to India corridor. Finablr operatesthrough the Remit2India brand that has consistently been ranked among the top value providers ahead of manybanks, specialists and new entrants.

Exhibit 10: UK to India corridor competitive landscape

Source: World Bank

Competitive Landscape

The key competitors in consumer cross-border payments broadly fall into four categories: traditional bankingplayers (international and local), money transfer operators, corridor specific providers and pure online providers.

Banking players are both international and local banks offering a full range of traditional banking services toconsumers. They are usually characterised by large scale, exemplified by a wide physical network in bothorigination and distribution and a global footprint. Banking players have the benefit of high levels of trust, giventhe regulatory environment in which they operate and a well-established position in the market. However, theyare limited by high customer acquisition costs, low customer engagement, legacy technology systems, regulatoryscrutiny, strict compliance, high capital requirements and higher costs to customers. As a result of these and otherpressures, many banks have been reducing their physical footprint.

Money transfer operators are the incumbents of the industry. They have a global reach through a large physicalnetwork of agents offering a full range of services to consumers. Their operating model has allowed for rapid

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growth, and they offer access to ‘cash-centric’ customers among the unbanked population. Leveragingpartnerships with local players, they are able to deliver transfers quickly. They have traditionally relied onphysical offerings and a transactional relationship with customers, and as a result they have struggled to drivetrue customer engagement. The main concerns regarding this category of players are connected to limited brandaffinity, low pricing power and a limited tech aptitude.

Specialists have mono-channel offerings specialising in a specific foreign-exchange corridor. Specialists targettheir communication and products towards certain groups of consumers. Specialists can be technologicallyadvanced with a scalable digital platform, innovative culture and strong brand affinity. Specialists face particularchallenges with transactional focus, with low customer engagement, limited presence in receiving markets andeconomic leakage.

New entrants offer only digital services to customers. The value proposition of these companies has beenfocused on price and efficiency to date. They have tended to be cheaper than banks and incumbent players, withshort transaction processing times, as well as being easy to use and convenient for consumers, especially inSending Markets. They leverage on strong brand affinity and marketing, extended product offerings, advancedtechnology and innovation. The typical customers tend to be tech-savvy within developed markets. Theycurrently face challenges with high customer acquisition costs due to their limited brand awareness. Theirreliance on technology and connectivity also presents a challenge for pure online providers to expand intoEmerging Markets, including to many key receiving markets. They lack geographical presence and, in addition,many of these competitors are yet to build up the necessary regulatory and risk management expertise required toeffectively compete beyond their core markets.

Foreign Exchange Market

The retail foreign exchange market caters to customers’ needs for access to money while travelling outside oftheir home geography. Historically, much of this need was met by customers exchanging their local currency foreither cash or travellers’ cheques denominated in the currency of their destination. While much of this demand isstill met in cash, it is increasingly common for some customers to rely on digital solutions such as pre-paid cardsfor their spending needs while abroad. In some markets, such as the UK, customers are also able to claim backcertain sales taxes (e.g. value added tax (“VAT”)) on their spending while abroad.

Demand for retail foreign exchange has historically been, and continues to be, driven by the levels ofinternational travel and tourism. Consumer foreign exchange has seen sustained growth for a significant period,supported by an increase in international travel. The number of international trips has grown steadily over the lastdecade and international tourist arrivals have increased from 920 million in 2007 to 1,341 million in 2017,representing a CAGR of 3.8 per cent. International tourism growth is expected to continue over the next decadewith total international tourist arrivals expected to reach 2.1 billion in 2028, as illustrated in Exhibit 11 below.

Exhibit 11: Total International tourist arrivals (million)

920 898 998 1,107 1,2061,341

2,094

2007A 2009A 2011A 2013A 2015A 2017A 2028E

CAGR 17–28E: 4.1%

CAGR 07–17: 3.8%

Source: World Bank

This is underpinned by an increase in international outbound expenditure from U.S.$897 billion in 2012 toU.S.$1,240 billion in 2017, representing a CAGR of 6.7 per cent. Within this international outbound expenditure,the portion sent by cash grew at a 5.3 per cent. CAGR, from U.S.$352 billion to U.S.$456 billion.

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Growth in international travel is expected to continue across all geographies, with international tourist arrivalsexpected to be strongest from the Emerging Markets. Forecasted growth in international tourist arrivals in 2018was 10.0 per cent. in the Middle East, 7.0 per cent in Africa and 6.0 per cent. in Asia Pacific compared to growthof 6.0 per cent. in Europe and 3.0 per cent. in the Americas, as illustrated in Exhibit 12 below.

Exhibit 12: International tourist arrivals, growth 2018

3%

6% 6%7%

10%

The Americas Europe Asia and Pacific Africa Middle East

Emerging market focus

Source: UNWTO

As a result of the increased number of tourists, international leisure has been the main purpose of global travelspending representing 77.5 per cent. of the total, with business spending representing only 22.5 per cent.

Outbound spending has grown significantly, and in 2017 exceeded U.S.$1.5 trillion, according to Euromonitor.This trend is expected to continue to accelerate, with international outbound spend forecasted to grow at a 7.6 percent. CAGR, reaching U.S.$2.1 trillion by the end of 2022, as illustrated in Exhibit 13 below.

Exhibit 13: Global outbound spending (U.S.$ billions)

1,005 1,078 1,159

CAGR (12’-18’)

CAGR (18’-22E’)

1,256 1,333 1,416 1,556 1,663 1,795 1,9372,087

2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019E 2020E 2021E 2022E

7.6%

7.6%

Source: Euromonitor International

Global outbound spending comprised 48 per cent. from developed economies (including Western Europe, NorthAmerica, Australasia and Japan) and 52 per cent. from emerging economies in 2017. The three most importantcountries in terms of global outbound spending in 2017 were the United States, China and the United Kingdom.However, emerging market countries are expected to become the most significant contributors of outboundspending by 2022, as illustrated in Exhibit 14 below.

30

Exhibit 14: Percentage geographical breakdown in global outbound spending

Global outbound spending – 2018

US9% China

10%UK6%Australia

3%Japan

2%India2%

Brazil1%UAE

1%

Others65%

DevelopedEconomies

48%

Emerging Economies52%

Global outbound spending – 2022E

US8%

China12%

UK6%Australia

3%Japan

2%India3%Brazil

1%UAE1%

Others64%

DevelopedEconomies

44%

Emerging Economies56%

Source: Euromonitor International Developed economies defined as Western Europe, North America,Australasia and Japan

While there has been a global decrease in cash use with the increasing adoption of digital solutions, this isprimarily driven by a decline in domestic spending in local currency. Customers continue to value the simplicityof using cash while travelling, and cash spending has increased in all key markets in recent years. As illustratedin Exhibit 15 below, this trend is consistent across most developing and developed markets.

Exhibit 15: Outstanding cash spending in selected markets (U.S.$ billions)

3 7 3 8 4 6

35

54

2012 2018 2012 2018 2012 2018 2012 2018

CAGR

CAGR

USBrazil

UK Japan AustraliaChina

India UAE

CAGR CAGR

2331

6 815 16

7 8

2012 2018 2012 2018 2012 2018 2012 2018

CAGR

CAGRCAGR

CAGR

13.1%

4.8%

5.6%1.5%

0.8%

14.8% 5.7%

7.4%

Source: Euromonitor International, Travel 2019 edition 2019 as of 12/02/2019.

Competitive Landscape

Foreign exchange solutions are usually provided to either individual retail customers or corporations. Retailcustomers typically require foreign exchange of currency for their personal use, while corporations requireforeign exchange solutions for a variety of reasons including economic policy-related needs and white labelling/

31

outsourcing reasons. Corporations in this space are typically retailers, central banks and financial institutions.The competitive landscape in consumer foreign exchange solutions can be classified as follows:

Physical/Cash Specialists:

• Airport providers are pure foreign exchange operators branded as currency providers, located inadvantageous airport sites. They are characterised by significant staff expertise, a consistent productoffering and convenience for customers, who can just walk in and know that they will be able to obtainforeign currency bills. They are also able to benefit from cross selling opportunities (e.g. VAT refunds).Concerns for these providers mainly relate to high rent expenses and high elasticity of demand when dealingwith price sensitive customers.

• Specialist retailers are location-focused foreign exchange operators. They are characterised by significantstaff expertise and a consistent product offering. Their limitations include a narrow geographic footprintcompared to airport providers and limited brand awareness.

• Banks, supermarkets and retailers’ foreign exchange offerings are characterised by high geographiccoverage and lower set-up costs compared to other categories. They leverage their existing brand to reach alarger customer base, despite not having a prominent retail space in-store and that foreign exchangesolutions as largely non-core offerings. These providers often offer foreign exchange services as a scaleoffering to the core business and, as a result, they use white-label services of third party providers, such asthe Group, to outsource much of the foreign exchange process and use their brand to sell to customers.

Digital/Online Specialists:

• Digital/online specialists are new market entrants offering digitally enabled cash substitute products oronline focused retailers with limited or no physical footprint. Online specialists offer low margin cardalternatives to cash, and many offer fee-free international spending in multiple currencies. They arecharacterised by lower prices and sophisticated technology. They tend to have no physical presence with anentirely online and app-based offering, which limits the scope of their customer base to highly tech savvycustomers. While having no retail space can lower expenses, it can also potentially impair customerperception and brand awareness.

Payment Technology Solutions Market

The global payment and technology solutions space is constantly evolving and offers a growing opportunityacross the spectrum of solutions spanning cross-border payments, foreign exchange, acquiring and paymentprocessing, gifting, mobile wallets and banking. Global cross-border payment volumes reached U.S.$127 trillionin 2017, according to the McKinsey 2018 Global Payments report. This was driven by a range of factors,including marketplace payouts by small and medium enterprises, peer-to-peer transfers and online e-commerce,among others.

The elements driving growth in the payment technology solutions segment can broadly be attributed to theblurring of industry boundaries through increased collaboration among industry participants and progressiveregulatory frameworks driven by government initiatives.

(i) Blurring of industry boundaries through increased collaborative innovation and consolidation amongincumbents and FinTech players

Financial disintermediation and disruptive business models are blurring industry boundaries. Digitaltransformation is driven by disruptions in contactless and social payments, blockchain, AI/ML, automationand use of biometrics, among others. Payments are increasingly getting embedded into experiences toprovide a frictionless user experience. In cross-border payments, these disruptions have largely impacted theorigination leg of the value chain, with incumbents still having a stronghold on the processing and last-miledistribution. While FinTech players’ agility, lean set-up and their focus on customer experience areinherently considered as their strengths, they are increasingly scouting for modular solutions to addressregulatory licensing, payment processing, operating and treasury capabilities and for opportunities to realizescale and to get to market faster.

Incumbents and FinTech companies are increasingly realizing the benefits of partnering or combiningstrengths in order to benefit from each other and embrace the growing need for co-development, reusabilityand rapid application development requirements. Collaboration is a win-win situation for industry players,according to Capgemini Financial Services Analysis, 2018. FinTech firms and traditional financial servicesfirms have a different set of competitive advantages. Through collaboration, mutual needs are identified andstrengths swapped for a mutually beneficial win-win situation.

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Exhibit 16: Engagement model by region

Source: CapGemini, World Fintech Report, 2018

The digital payments space has attracted a myriad of players including original equipment manufacturerslike Apple, Samsung and LG Pay, tech firms such as Google, Alibaba, Facebook, telecom players such asVodafone and Airtel, and FinTech start-ups such as TransferWise and Square.

According to the McKinsey Global Payments report 2018, the growing popularity of alternative paymentssolutions, and digital commerce in general, is further contributing to the electronification trend. Globaldigital commerce volume exceeded U.S.$3 trillion in 2017 and is expected to more than double by the endof 2022. The Asia-Pacific already comprises over half of this U.S.$3 trillion in volumes and, due to the fast-growing Chinese market, is expected to increase its share to nearly 70 per cent. by 2022. Mobile commerce,including in-app payments and mobile browser payments, is the dominant factor driving strong digitalcommerce growth, due to rising smartphone adoption, an increasing shift towards online shopping, andimprovements in network bandwidth.

The increase in the overall number of transactions more than offsets the downward pressure on fees, asillustrated in Exhibit 17 below.

Exhibit 17: Countries with high revenue growth are also characterised by rapid electronic transactiongrowth

Source: McKinsey Global Payments Map

Global scale, strong corridor presence and robust payment infrastructure are coveted capabilities thatpayment technology companies are vying to attain. Ant Financial Services Group’s failed acquisition bid forMoneyGram is an example of this perceived synergy. HomeSend, a joint venture of Mastercard andeServGlobal, Mastercard’s acquisition of Transfast and VISA’s investment in Earthport also demonstratethe perceived importance of building processing and distribution capabilities.

(ii) Regulatory frameworks and government initiatives

The progressive stance and regulatory frameworks adopted by some of the regulators globally presentsignificant opportunities for payment technology solutions.

33

The evolution of open APIs underpinned by PSD2 in the EU and open API infrastructure by MAS(Monetary Authority of Singapore) has resulted in increased API-driven collaborative innovation.

Similarly, initiatives such as Project Ubin by Monetary Authority of Singapore and Project Aber for acommon digital currency between the Saudi Arabian Monetary Authority and the UAE Central Bank aresome examples of how Distributed Ledger Technology is being explored by regulators in the paymentsspace. The guidelines issued around stored value and electronic payment systems regulators in the UAE andKuwait also present opportunities for payment service providers.

Emerging Markets are leading the way in the growth of mobile payments, with many countries adopting themobile first payment strategy. The Indian payments landscape has been disrupted by IndiaStack and theUnified Payments Interface framework by the National Payments Corporation of India, which has paved theway for the entrance of non-traditional operators like Google and WhatsApp into the payments sector inIndia.

(iii) Consolidation across the value chain

The payments sector has increasingly become a scale and volume game. The larger the scale and volume,the more control players in the industry have on variables like rate fluctuation and exchange fees. Many ofthe larger businesses in this sector consider it easier to partner with other businesses, rather than buildingcapabilities themselves, and chose consolidation in order to spread technology costs over more transactions.The recent acquisition of Worldpay, the United Kingdom’s largest payments firm, by Fidelity NationalInformation Services, a U.S.-based large FinTech firm, for U.S.$35 billion, the largest deal ever in thepayments industry, is an example of the trend towards consolidation in the global payments sector.Mastercard’s acquisition of Transfast, a global cross-border money transfer company, and Visa’s plannedacquisition of Earthport, are the latest in a recent series of consolidations in the global payment systemssector. For the two major payment players, whose flows historically have largely been from consumer tomerchant, these acquisitions indicate a move towards handling peer-to-peer payment transactions.

Competitive landscape

The key competitors in the payment technology solutions segment can broadly be categorised as paymentinfrastructure providers and technology companies.

Payment infrastructure providers encompass both incumbents as well as payment network facilitators.Incumbents are usually characterised by large scale, in both origination and distribution, with physicaltouchpoints and correspondent banking relationships. Payment network facilitators include intermediaries thatextend capabilities built across a certain portion of the cross-border payments or foreign exchange value chain.The value proposition offered by payment network facilitators is centred around providing select components,such as technology, compliance and risk, licensing and distribution networks.

Technology companies are acquirers and payment processors, digital gifting aggregators, stored value platformproviders as well as entities that extend compliance, banking, gifting and banking. as a service. Digital giftingaggregators cover traditional players offering voucher-based gifting and digital specialists that offer online andmobile solutions. Stored value platform providers offer the digital wallet back-end to enterprise customers.Specialists face particular challenges due to their mono-channel focus, lack of diversification, scalability andextensive distribution capabilities. They lack geographical presence and, in addition, many of these competitorsare yet to build up the necessary regulatory and risk management expertise required to effectively competebeyond their core markets.

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PART VBUSINESS DESCRIPTION

Investors should read this Part in conjunction with the other information contained in this RegistrationDocument, including the financial and other information appearing in Part IX: “Operating and FinancialReview” and the Group’s combined historical financial information and the related notes included in Part X:“Historical Financial Information”. Unless otherwise stated, the financial information in this Part has beenextracted without material adjustment from Part X: “Historical Financial Information”.

Overview

Finablr is a global platform which provides cross-border payments and consumer solutions, consumer foreignexchange solutions and B2B and payment technology solutions to consumers and businesses in the large andgrowing payments and foreign exchange market. The Group distributes its products and services through itscomprehensive global network, underpinned by modern and proprietary technology, using an omni-channelproposition adapted to local market trends. In the year ended 31 December 2018, Finablr processed more than150 million transactions and the U.S. dollar equivalent of U.S.$115 billion in volumes, touching over a billionlives. As at 31 December 2018, the Group had more than 23 million retail customers and was serving over 1,500corporate and institutional partners, including banks, financial institutions, supermarkets, foreign exchangespecialists, mobile wallet operators and payments and technology companies such as Google India and WeChatPay.

The Group’s omni-channel proposition allows it to serve customers the way they want to be served, dependingon customer preferences and market availability. The Group is able to access customers directly through itslicensed operations in 44 countries and indirectly through agency relationships in over 170 countries. The Grouphad access to 63 per cent. of the global migrant population in 2017, according to the United Nations Departmentof Economic and Social Affairs, and was active in 14 of the 15 largest money transfer corridors in the world byvolume, according to the Bilateral Remittance Matrix for 2017 by the World Bank. In 2018, the Group wasdirectly present in 12 of the top 15 countries for outbound travel based on passenger departures according toEuromonitor, giving it access to a large segment of international travellers.

The Group operates its business through three segments:

• Cross-Border Payments & Consumer Solutions – The Cross-Border Payments & Consumer Solutionssegment is primarily composed of the Group’s cross-border payments services that it provides through avariety of its own brands, including UAE Exchange, Unimoni, Xpress Money, Remit2India and Travelex, aswell as third-party brands. In this segment, in line with the Group’s approach of serving the customers in theway they want to be served, the Group has built an omni-channel distribution network, including bothdigital and physical channels. The Group’s Cross Border Payments & Consumer Solutions segmentprocessed transactions with a U.S. dollar equivalent value of approximately U.S.$41 billion in the yearended 31 December 2018. The Group was the second largest money transfer company in the world in atwelve month period in U.S. dollar transfer volumes, according to SaveonSend in November 2018. TheGroup also provides an ecosystem of consumer solutions comprising payroll processing, mobile wallets, billpayments, digital gifting and consumer advances, which results in enhanced engagement with its customers.In 2018, the Cross-Border Payments & Consumer Solutions segment’s income was U.S.$326.7 million, or22.8 per cent. of the Group’s income, and its segment profit was U.S.$103.0 million, or 35.0 per cent. of thetotal segments profit.

• Consumer Foreign Exchange Solutions – The Consumer Foreign Exchange Solutions segment comprisesthe Group’s purchase and sale of foreign currency, the sale of prepaid travel cards and the provision of VATrefund services. These services are delivered through an omni-channel network spanning stores, ATMs,online portals and mobile applications via various brands, including Travelex, UAE Exchange and Unimoni.The Group processed foreign exchange transactions with a U.S. dollar equivalent value of approximatelyU.S.$15.5 billion in the year ended 31 December 2018. In 2018, the Consumer Foreign Exchange Solutionssegment’s income was U.S.$786.5 million, or 54.8 per cent. of the Group’s income, and its segment profitwas U.S.$86.3 million, or 29.3 per cent. of the total segments profit.

• B2B & Payment Technology Solutions – Over the past 40 years, the Group has developed capabilities forpayments and foreign exchange, which include agile and scalable technology, a broad and diversified omni-channel distribution network and operating licenses in key markets. The Group has used these capabilities tobuild longstanding relationships with over 500 clients, including Google India and WeChat Pay. Servicesare offered as an integrated end-to-end proposition, or as modular components, depending on client needs.Through its B2B & Payments Technology Solutions segment, the Group leverages its platforms, comprisingits technology, licensing and distribution capabilities, to allow clients such as banks, financial institutions,

35

supermarkets, foreign exchange specialists, mobile wallet operators and payments and technologycompanies, among others, to offer cross-border payments, foreign exchange, stored value platforms, digitalgifting and acquiring services to their customers. The Group believes this offering, and the economies ofscale and efficiency that are achieved through it, allows these clients to shorten their time-to-market and toreduce the effort and costs they would otherwise have to incur, thus making the Group a partner of choice.For example, in India the Group provides an acquiring platform for Google and in the US WeChat Payleverages the Group’s digital gifting capabilities for Chinese tourists. The Group’s B2B & PaymentTechnology Solutions segment processed transactions with a U.S. dollar equivalent value of approximatelyU.S.$58.2 billion in the year ended 31 December 2018. In 2018, the B2B & Payment Technology Solutionssegment’s income was U.S.$278.6 million, or 19.4 per cent. of the Group’s income, and its segment profitwas U.S.$105.0 million, or 35.7 per cent. of the total segments profit.

Each of these segments are powered by a common integrated platform, which creates significant economies andefficiencies of scale. Additionally, this allows the Group to realise significant cross-selling opportunities andleverage operational efficiencies, among other advantages.

The “Finablr Platform” comprises four key components that create a strong competitive moat and underpin theGroup’s ability to continue to deliver strong and sustainable growth: (i) modern proprietary technology, (ii) abroad and diversified global network with licensing capabilities, (iii) globally recognised and trusted brands, and(iv) an omni-channel proposition geared towards customer’s needs.

The Group follows a multi-brand strategy that allows it to offer propositions tailored to specific markets andcustomer segments. In the process, the Group has built a portfolio of globally recognised and trusted brands,including UAE Exchange, Travelex, Unimoni, Xpress Money, Remit2India, Ditto and Swych. These brandsbeing a part of the common integrated platform gives immediate access to growth opportunities. The trust andfamiliarity of the Group’s global brands, spanning developed and emerging markets, facilitate its low customeracquisition costs and supports its diversified income base across business segments

The Group’s end-to-end ownership of its payments value chain across origination, processing and the last-miledistribution network creates strong commercial advantages, allowing the Group to access income opportunitiesand manage costs across each step of a transaction, while controlling the customer experience. The Groupbelieves that this is a differentiating capability which is difficult to replicate and creates significant barriers toentry.

Given the global nature of its business and the diversity of customers served, the Group’s offers an ‘any-to-any’origination and distribution network, which refers to its ability to source and distribute payments across channelsand payment modes, depending on market availability. On the send side, the any-to-any model allows the Groupto source transactions from any channel of origination, including its digital channels, stores, kiosks and and itsagents, corporate clients and correspondent banks, among others (collectively, its “Partner Network”), anddistribute through any means on the “receive side”, spanning its own licensed stores and its Partner Networkspanning agents, payment service providers and correspondent banks, among others. Any-to-any also refers tothe Group’s ability to originate and distribute across diverse pay-in and pay-out modes, including bank accounts,mobile wallets, cards and cash, based on the availability of the origination and distribution channels in eachcountry.

The Group’s platform is agnostic to the diversity of the markets, customer types, channels and transactionbehaviours, by volume or velocity of flows. The platform able to process a diverse nature of payments, rangingfrom small ticket transactions to large volume transactions.

The Group believes that its key competitive advantage is its processing capabilities, which includes best-in-classoperating capabilities, including its treasury function, customisable rule engine, strong compliance and riskculture and agile and scalable technology that allow it to simplify the execution of transactions.

The Group’s centralised treasury capability provides market leading coverage, actively dealing 350 currencypairs. Underpinned by a dynamic pricing engine, it provides 24/7 executable prices. The Group’s modernproprietary technology is agile and scalable and supports all of its key underlying businesses that touch close to abillion lives every year. In addition, the Group’s relationships with over 100 regulators worldwide, most of whichare longstanding, helps it maintain the highest standards of compliance and risk culture, which the Groupbelieves reinforces the trust of its customers, counterparties and regulators.

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Moreover, the Group believes it is well positioned to continue capturing growth in various markets given itsongoing investments in innovation, targeted acquisitions and focus on new partnerships. In order to accelerate itscurrent plans, the Group is pursuing both organic as well as acquisitive investments. The Group’s approach toinvestments is primarily focused on bridging capability gaps, accessing technology and IP assets, and leveragingcommercial synergies.

The Group’s global presence diversified across different geographies equips the Group to withstand regionaleconomic downturns and shocks. While Finablr is a global player, it operates as a local player in many markets,catering to the local nuances of these markets, which the Group believes positions it well to capture growth inthese markets. This ability to capture growth, coupled with its operational efficiencies, continue to give theGroup a strong competitive edge. Today the income of Finablr is strongly diversified geographically with50.5 per cent. coming from its Asia Pacific, Middle East and Africa regions in 2018.

The genesis of the Group’s capabilities comes from the payments and foreign exchange sectors. Given thesophistication of its capabilities and its global scale, the Group is able to generate operational efficiencies thatmake it more attractive to consumers and businesses. The Group’s capability spans the full spectrum of thepayments value chain, from origination and processing to last-mile distribution, and is attuned to market nuancesand regulatory reputation.

By leveraging its agile and scalable technology and operating capability, the Group seeks to drive innovation inpayments to simplify the execution of its transactions and create a seamless experience for its customers.Through concerted innovation, the Group has developed deep expertise which is currently being productised andredeployed across new markets and customer segments. The crux of this transformation comes from its culture ofinnovation, driven by a rooted focus on design thinking principles.

For the year ended 31 December 2018, the Group had income of U.S.$1,434.6 million, which was diversifiedacross the United Kingdom and Europe (36.9 per cent.), the Middle East (28.9 per cent.), the Asia Pacific region(19.1 per cent.), the Americas (12.7 per cent.) and Africa (2.5 per cent.), and Group Adjusted EBITDA ofU.S.$210 million.

Strengths

The Directors believe that Finablr’s key strengths are:

A leading global platform for payments and foreign exchange in a large and growing market

Finablr is a global platform in the large and growing payments and foreign exchange market. The power of theFinablr Platform stems from its four key components that create a strong competitive moat and underpin itsability to continue to deliver strong and sustainable growth: (i) modern proprietary technology, (ii) a broad anddiversified global network with licensing capabilities, (iii) globally recognised and trusted brands and (iv) anomni-channel proposition geared towards customers’ needs.

Finablr’s modern proprietary technology supports all of its key underlying businesses that touch close to a billionlives every year from more than 23 million customers and more than 1,500 corporate and institutional partners.The Group’s technology platforms processed more than 150 million transactions in 2018. Finablr handledapproximately 6.7 per cent. of the global consumer cross-border payments market countries in which the Groupoperates 2018 according to Company estimates based on World Bank data. It has grown its market shareyear-on-year for the last three years and expects this trend to continue. Finablr directly trades in over 70currencies and over 350 currency pairs. The Group’s technology supports the ability to scale significantly, passon efficiencies and provide seamless services to its customers. The Group offers its B2B and payment technologysolutions for businesses by offering a bespoke range of specific capabilities developed by the Group in thepayments and foreign exchange sector and combining them to meet its partners’ needs. The key differentiator isthe flexibility the Group’s solutions provide, and its ability to offer a bespoke combination of services to itspartners. The flexibility, scale and modularity offered cut across the value chain of origination, processing andlast-mile distribution for each segment.

The Group has a direct presence and license in 44 countries and a reach across over 170 countries through itsagency presence. This network makes Finablr a leading player in the cross-border payments market with accessto 63 per cent. of the global migrant population according to the United Nations Department of Economic andSocial Affairs. The Group has a strong presence in both emerging and developed markets that have high growthpotential when it comes to payments and foreign exchange. Today the income of Finablr is strongly diversifiedgeographically, with 50.5 per cent. of its income generated from Emerging Markets in 2018. The Group’s

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diversified income base allows it to absorb regional volatility and capture growth opportunities, whiledemonstrating a faster resilience to macro-economic downturns. Also, while Finablr is a global player withglobal operations, it operates as a local player, understanding the local nuances of these markets, which theGroup believes positions it well to capture growth within each of its key markets. The ability to process largevolumes of transactions through its omni-channel global network, its relationship with over 100 regulators and itsbest-in-class operating capabilities have given the Group credibility with its stakeholders.

For example, in India, where cross-border payment inflows grew by 15 per cent. in 2018 according to WorldBank Bilateral, Finablr had a 20 per cent. market share of inward remittances from GCC countries, according toCompany estimates based on World Bank data. The Group continues to strengthen its presence via digitalchannels across Cross Border Payments & Consumer Solutions and the Consumer Foreign Exchange segments inmature digital markets such as the United States, the United Kingdom and Australia, as well as in emergingdigital markets across the GCC, Africa and Asia. In the Consumer Foreign Exchange segment, the Groupcontinues to diversify its non-cash product offering globally and has issued over 1 million prepaid cards over thelast four years. The Group’s strong ‘any-to-any’ capabilities across origination, processing and last-miledistribution coupled with economies and efficiencies of scale developed through its treasury capabilities,automation, payment processing capabilities, configurable rule engines and global processing centres has broughtin operational efficiencies across the platform.

This infrastructure also supports the three business segments, which creates significant economies andefficiencies of scale. Additionally, this allows the Group to realise significant cross-selling opportunities andleverage operational efficiencies, among other advantages.

The Group follows a multi-brand strategy that allows it to offer propositions tailored to specific marketscustomer segments. In the process, the Group has built a portfolio of globally recognised and trusted brandsincluding UAE Exchange, Travelex, Unimoni, Xpress Money, Remit2India, Ditto and Swych. All Finablr brandsare powered by an integrated platform.

Finablr distributes its product through its comprehensive global network and has both digital and physicaldistribution capabilities. The Group has digital propositions in 18 countries, a network of approximately 2,000stores and more than 1,900 ATMs and self-serve kiosks. The Group’s omni-channel proposition allows it to servecustomers the way they want to be served, depending on customer preferences and market availability. Thisomni-channel distribution capability has created a network effect, which has lowered its customer acquisitioncosts to what the Group believes is one of the lowest in the industry. Overall, the customer acquisition cost in2018 was just over U.S.$5.00 for the Group’s retail business, down from U.S.$7.00 in 2016.

Built over four decades, the scale and scope of the Finablr Platform is difficult to replicate and creates highbarriers to entry.

The Finablr Platform’s scale and scope are on account of the Group’s operations being vertically integratedacross the payments and foreign exchange value chain, which is a key source of efficiency and competitivestrength. This end-to-end ownership of its payments value chain across origination, processing and the last-miledistribution network creates strong commercial advantages. This allows the Group to access incomeopportunities and manage costs across each step of a transaction while enabling control over the customerexperience.

The Group splits its value chain into three components: origination, processing and last-mile distribution. TheGroup not only controls the majority of its origination and last-mile distribution network, but it also owns theprocessing capabilities.

On the origination side, the Group leverages both its own licenses and omni-channel network, as well as those ofits Partners Network. In particular, the use of kiosks and other digital channels are a key source of efficiency, askiosks reduce expenses by two-thirds when compared to a teller in a branch, allowing Finablr to keep itsoperating costs comparatively low.

The processing aspect of the value chain continues to be a key competitive edge for the Group. Its ability tosimplify the complexities related to its processing capabilities by leveraging on its best-in-class operatingcapabilities, including its treasury function, customisable rule engine, robust compliance and risk culture andcutting-edge technology, is a key differentiator. The ability to move large volumes of money securely, reliablyand efficiently across the world means that a number of corporate and institutional partners rely on Finablr toprocess their transactions, including banks, financial institutions, supermarkets, foreign exchange specialists,mobile wallet operators, and payments and technology companies.

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The last-mile distribution network, which the Group fully controls in its key markets, has allowed it to create anecosystem that captures further value. To develop this distribution capability, the Group has invested time andresources in building a proprietary store network, an agent network, and a network of correspondent banks andPSPs. The Group has over 100 correspondent banks across the world allowing it to process transactions in over120 currencies.

As the Group controls the entire value chain, it can offer propositions to customers on both origination and thelast-mile distribution. Even if a client is served is on a B2B basis, the Group can offer B2B2C propositions bothin origination and last-mile distribution, thus the Group is acquiring and processing the payments.

Finablr’s modern, proprietary technology allows its operations to be agile and scalable and supports the entiretyof its operations and segments. The Group’s technology platform is agnostic to the channels it operates in andcan seamlessly integrate with almost any front-end customer interface, which provides an enhanced customerexperience. The technology is also fully integrated through APIs with world-class partner systems such as banks,financial institutions, supermarkets, foreign exchange specialists, mobile wallet operators and payments andtechnology companies such as Google India and WeChat Pay, which in turn offer the technology to theircustomers. In order to facilitate rapid and seamless onboarding through this API integration, the Group’stechnology infrastructure is linked to an enterprise service bus, which is a set of rules and principles that allowcommunication between numerous software applications, that interfaces with the data lake, a repository for raw,unstructured data, thus allowing the Group to support its over 190+ partners. The next phase of evolution, whichis currently underway, is the development of an API unifier that can connect any partner to the entire suite ofFinablr’s technology systems.

The scalability and robustness of the Group’s technology are a further strength as it can handle approximatelythree times the volumes currently processed on an annual basis without any additional investment, and the Groupbelieves that its systems can scale to handle seven times their current capacity with minimal investment.

The technology systems are highly secure with robust IT security systems and procedures, and are subjected toregular professional vulnerability scans, penetration tests and partner-level technical due diligence processes. Thesecurity of Finablr’s systems have been independently recognised, as the Group received a number ofinternational certifications, including PCI/DSS and ISO27001, and the systems are GDPR compliant.

Another competitive advantage of Finablr’s scale and technology is the data that is collected across the systemsas transactions are processed. Based on current transaction volumes, almost one billion data points are collectedeach year which are then fed into a data lake for real-time analytics and machine-learning processes. This in turnallows the Group to segment and profile its customer base to better meet their needs, while strengthening itscybersecurity, fraud prevention and compliance functions. The Group believes its data processing capabilitygives it a key competitive advantage and it will continue to invest in and develop strong data analytics andmachine-learning capabilities.

The Group’s centralised treasury capability provides market leading coverage, actively dealing in 350 currencypairs. Underpinned by a dynamic pricing engine, the Group provides executable prices 24/7 to all of Finablr’sbusinesses. The Finablr treasury team leverages its proprietary predictive analytics models with real-timevisibility over the Group’s currency inventories around the world, allowing it to efficiently allocate currencieswhere they are needed through mature and agile working capital allocation and deployment models. Throughinvestments in highly sophisticated treasury systems, the Group maintains end-to-end real time risk managementof foreign exchange flows, position and funds management.

Furthermore, logistics and treasury capabilities of the Finablr Platform are offered as third-party services toFinablr’s clients. These services include physical cash management, automated banknote picking and packing,disbursement, settlement and reconciliation services enabled via Finablr’s global network of vaults. The Group’sphysical infrastructure is an additional source of strength for its client offering as it allows sourcing anddistribution of foreign currencies globally. The holistic offering that the Group provides also assists inmaintaining stronger relationships with its client base.

The Group has centralised processing centres in low cost locations, which allows the Group to centralise,standardise, automate and bring efficiency. It also helps in assuring global business continuity. In its endeavourto drive further efficiencies, the Group has embarked on a concerted automation drive at its global processingcentre through robotics process automation.

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One of Finablr’s strategic priorities is to adhere to the highest standards of compliance, reinforcing the trustcustomers, counterparties, and regulators place in its global brands. The Group has relationships with over100 regulators worldwide, most of which are long-standing, and employs more than 300 compliance and riskmanagement professionals. Continued focus on compliance and quality of relationships not only acts as a firstline of defence, but also as a key business differentiator. The Group’s robust risk management framework, whichembeds compliance and risk management controls into business processes using advanced regulatory technologyor ‘RegTech’ (including NICE Actimize, Surecloud and RSA Archer), coupled with its highly qualified andtrained personnel, have ensured that compliance and risk management is ingrained as a culture across the Group.

The vertical integration of the Finablr Platform sets the Group apart from its key competitors and has helped itsecure difficult to obtain new licenses in countries such as Singapore, China, and the UAE for either payments orforeign exchange services. The scale and scope of the Finablr Platform are therefore difficult to replicate andcreate significant barriers to entry, which the Group believes create a strong competitive advantage that allowsthe Group to maintain its edge and differentiation.

Creating a deep ecosystem for retail customers through a broad product spectrum and omni-channel offering

Finablr distributes its products and services through its comprehensive global network, using an omni-channelproposition adapted to local market trends. It offers digital, mobile and physical propositions to its 23 millionclients that made over 150 million transactions in 2018. The Group has an omni-channel, “click and mortar”proposition to serve its customers, which allows it to fulfil the needs of customers who want physical storeinteraction, which is the case with many customers in Africa, India and even the GCC, while also servingdigitally savvy customers. The Group’s digital proposition has two key strategic priorities: (i) to be first to themarket in emerging digital markets such as the GCC and to dominate these markets, and (ii) to target specificdiasporas leveraging on corridor-centric brands like Remit2India in markets such as the USA, UK, Australia,Canada and Ireland.

While the Group caters to consumer behaviour across various markets, it has also started influencing thebehaviour of some of its customers. In some markets, the Group has developed a proven journey for customers totransition from assisted to increasingly self-served and digital channels. A model of self-serve kiosks is currentlybeing rolled out in a number of countries including in the GCC.

The self-serve kiosk proposition is one step away from the fully unassisted, digital offering, which is available in18 countries through websites and mobile apps. This trend also positively impacts the Group’s operating leveragein the future, as the transaction cost in self-serve channels is, on average, one-third of the cost of transacting instores.

As part of its store network, the Group has a significant global presence within international airports, making itone of the leading providers of foreign exchange services to customers for whom convenience is the primaryfactor in their choice of provider. Finablr operates in 112 international airports worldwide, including in seven ofthe top eight airports by international passengers in 2017.

The Group and its business have evolved rapidly over the years. From being a cross-border payments and foreignexchange specialist focused on transactions, the Group has consciously transitioned to more active engagementwith its customer base by broadening its portfolio of services. This has allowed the Group incentivise customersto increase their frequency of interactions thereby creating sticky relationships. Through an ecosystem of alignedand complementary offerings, the Group is now building communities of customers. The community propositionis characterised by personalised and contextualised services with a participatory experience. The Group believesits move from transaction to engagement and further to communities will allow it to acquire new customers,increase its customer lifetime value and increase cross-selling of products and services.

Given the Group’s control on the entire payments value chain, it allows the customer ownership both at the firstmile and last mile thus facilitating us to build an engaged community.

B2B client proposition offering its modular and scalable technology platform across cross-border payments,foreign exchange and payment technology solutions

Over the past 40 years, the Group has developed capabilities for payments and foreign exchange, which includeagile and scalable technology platforms, a broad and diversified omni-channel distribution network and operatinglicenses in key markets. This platform has been designed as a utility for its consumer businesses which has been

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extended to its B2B and payments technology partnerships. The Group’s ability to move money at scale in atrusted, reliable and secure manner, its agile and scalable technology and its ability to simplify complexprocesses have helped the Group to build longstanding relationships with over 500 clients, including GoogleIndia and WeChat Pay. Services are offered as an integrated end-to-end proposition or as modular componentsdepending on client needs. The Group believes this proposition, and the economies of scale and efficiency thatare achieved through the Finablr Platform, allows its clients to shorten their time-to-market and to reduce theeffort and costs they would otherwise have to incur, thus making the Group a partner of choice. The Group offersflexibility in technology, business model and commercial terms which has allowed it to build a strong network ofrelationships with payments and technology partners, banks and other businesses on the origination, processingand last-mile distribution sides of transactions. These relationships are long-term partnerships that bring incomestability and are difficult to replicate for new market entrants. These partnerships also enhance the Group’snetwork effect by adding to the strength of its network and thus further broaden its reach and efficiencies ofscale.

In the Cross-Border Payments & Consumer Solutions segment, the Group offers its proprietary modular white-labelled front-end systems, its processing capabilities and its distribution network to partners. For example, AbuDhabi Commercial Bank in the UAE uses the Group’s distribution network to offer white-labelled cross-borderpayments services to its customers. The Group also partners with the World Bank employees’ credit union, BankFund Staff Federal Credit Union, to which the Group offers a full suite of cross-border payment services,including modular front-end, processing and distribution capabilities.

In the Consumer Foreign Exchange Solutions segment, the Group has built origination capabilities through itsproprietary front-end order-capturing systems, processing capabilities through its global network of vaults andtrading desks and distribution capabilities through large-scale global logistics arrangements to support itswholesale and outsourcing services. For example, the Group has provided its wholesale banknotes service to theCentral Bank of Nigeria for the last 20 years. The Group has also had a relationship with Tesco for over 13 years,handling all of its in-store travel money operations across the United Kingdom.

In the B2B & Payments Technology segment, the Group provides payment technology capabilities tailored to thedemands of new age payment and technology partners. The Group offers its technology and processingcapabilities to partners, including its acquiring platform, digital gifting platform and stored value platform. Forexample, the Group provides its acquiring platform to Google in India and also offers its digital gifting platformto WeChat Pay in the United States, which allows its one billion customers to use WeChat Pay in the UnitedStates across retail and digital channels. In addition, the Group is now redefining payments by bypassingtraditional constraints plaguing the industry by creating newer payment rails that can provide significantefficiency to customers, partners and the payment ecosystem at large.

Finablr is emerging as a partner of choice for payment and technology players owing to its strong and deep omni-channel distribution network, agile and scalable technology, providing a single, integrated seamless solution withlicensing capabilities in 44 countries. The Group believes this makes it relevant for new global payment andtechnology players as they want to reach local markets and it is not efficient for them to do the necessary groundwork market by market.

Well positioned to continue capturing growth in the countries in which the Group operates given its ongoinginvestment in innovation, targeted acquisitions and new partnerships

In an industry that is rapidly evolving, the Group proactively seeks to disrupt the markets in the countries inwhich it operates through its culture of entrepreneurial spirit, collaboration and constant innovation.

In order to accelerate the growth opportunities embedded in the Finablr Platform, the Group pursues strategicbolt-on acquisitions that enhance its capabilities and complement its portfolio of services. Overall, the Group’sapproach to acquisitions is predicated on three principles: bridging capability gaps to take advantage of keyopportunities, gaining access to technology and IP assets, and realising commercial synergies.

For example, as a means to bridge capability gaps in the payments space, the Group acquired Swych andTimesofMoney to allow it to tap into opportunities across the digital gifting and merchant acquiring paymentspaces, respectively. Similarly, the acquisitions of Remit2India and Swych have allowed the Group to continuecreating technology innovations and IP assets, while the acquisition of Global Money Remittance PTE Ltd. inSingapore and investment in Bayan Payments Company Limited in Saudi Arabia have helped the Group to gainfootholds into newer markets and accelerate the Group’s go-to-market strategy.

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Finablr has also established innovation hubs or ‘i-Hubs’ to act as catalysts and drive the Group’s innovationefforts. The i-Hubs are set up with a vision to build and scale organic innovations by identifying disruptive trendsin the technology and implementing innovations that deliver enhanced benefits to its network of brands. In thisregard, the Group has embarked on the journey of setting up i-Hubs in multiple markets, including London, NewYork, Dallas, Abu Dhabi and Mumbai. All of these i-Hubs are targeted to be fully operational by the end of2019.

The Group constantly seeks to innovate its products and processes to better serve client needs and make itsinternal processes more efficient. Through Ditto, the Group leverages its French banking license to provideinnovative foreign exchange solutions for digital nomads and multi-currency digital bank accounts to hold anduse such currencies while travelling. The Group is focused on bringing new innovations into the business thatdrive operational efficiencies, such as Taxidia, its automated banknote handling platform that processed over700,000 orders in 2018. The Group has also introduced a Facebook Messenger chatbot, Zoey, which handled30 per cent. of the queries received in the UAE in 2018. Finablr has dedicated internal technology teams focusedon innovation which the Group plans to further expand.

The Group continues to seek out new opportunities that demonstrate a strategic fit, and synergies that will add tothe strength of the Finablr Platform.

Powered by a fully invested platform, Finablr has delivered a strong and consistent operational and financialperformance

The Group’s strong financial and operational performance has allowed the business to demonstrate high levels ofgrowth. In 2017, the Group achieved a Group Adjusted Income growth rate of 6.0 per cent., which increased to8.5 per cent. in 2018, allowing significant gains in market share across its businesses. The growth in GroupAdjusted Income was on account of the Group’s ability to tap into the underlying growth available in themarkets, constant innovation in products and widespread geographic presence. Over the same periods, theGroup’s reported income decreased by 8.0 per cent. and increased by 6.6 per cent., respectively.

In 2017, Group Adjusted EBITDA grew by 28.8 per cent. and by 12.6 per cent. in 2018. This can be attributed tothree main factors: firstly, a shift in the business mix to higher margin businesses and a trend towards more self-served propositions; secondly, the scalability of the Finablr Platform and the strong network effect drivingeconomies of scale; finally, continued focus on efficiency, by exiting subscale and inefficient markets. Reportedprofit before interest, taxes, depreciation and amortisation grew by 95.4 per cent. and fell by 1.0 per cent. overthe same periods, respectively.

In addition to Group Adjusted Income growth, the Group has focused and continues to focus on scalability andefficiency by investing in cross-selling opportunities and exiting low profitability and low margin markets. Inline with this strategy, the Group has taken a deliberate approach on exiting unprofitable contracts and locations.These strategic decisions, alongside increased operational leverage, will continue to allow margin expansion forthe Group.

The Group believes there are still meaningful cross-selling opportunities, room for further shifts in the businessmix towards the higher growth and margin businesses, scalability of the Finablr Platform and efficiency inoperations that allow for strong Group Adjusted Income and Group Adjusted EBITDA growth as well as GroupAdjusted EBITDA margin expansion in the future.

Given its strong track record of high levels of profitability and cash flow generation, with relatively low ongoingmaintenance capital expenditure, the Group has been able to demonstrate significant financial success.Furthermore, having invested over U.S.$162 million in the Group’s platforms in 2016, 2017 and 2018, the Groupis positioned to sustain its competitive advantage and reap the benefits of these investments over the comingyears.

Strong execution capabilities of management team supported by stable long-term shareholders

The current shareholders have a proven track record of long-term ownership and value creation with interestsspanning diverse industries including financial services, healthcare and hospitality among others. Dr Shetty,founder of the Group, was listed among Forbes’ Top 2 Indian business leaders in the Arab world in 2018. In2012, Dr Shetty took another company he founded, NMC Health PLC, public on the London Stock Exchange,which has delivered significant shareholder value, growing from a market capitalisation of approximately

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£390 million at the time of public offering to over £5.1 billion as at 5 April 2019. The vision of the foundershareholder, its experienced management team and strong adherence to corporate governance were critical to thissuccess, factors which are common to Finablr.

The Group’s management has consistently demonstrated a growth-oriented and innovative mindset that has beencentral to its success. The leadership team’s clear sense of purpose and long-term focus has served the Groupwell in its endeavour to build strong capabilities across its served market segments. The management team has aproven track record of building global businesses, organically as well as successfully executing large M&Atransactions. In the process, the management team has delivered superior and consistent operational and financialperformance, thus creating significant shareholder value.

With decades of in-depth experience in the financial services industry, the Group’s management team are widelyacknowledged as industry thought leaders. The foresight of the Group’s management team was a key catalyst forits early investments in technology and creating business models and products, thus facilitating seamlessexperiences which is a source of competitive advantage. Additionally, the extensive experience of itsmanagement team has enabled the Group to create goodwill and build strong relationships with key industryecosystem partners including its regulators, customers and partners while nurturing a reputation for innovation inthe industry. Overall the Group’s management team is very stable with key members being long tenured withinthe organisation which helps it to attract and retain best-in-class talent. Working in a collaborative fashion in linewith the open and entrepreneurial culture of the Group, the management team is closely aligned with the Group’sstrategy and is well positioned to advance the interests of its customers, employees and shareholders.

Strategy

The Group intends to build on the strengths highlighted above to continue its expansion and to capture adisproportionate share of key markets in the large and growing global cross-border payments and foreignexchange sector by pursuing the strategies detailed below:

Continuing to build global strategic partnerships with global leaders

The Group employs a two-pronged strategy for partnerships to attract new relationships and to grow businessopportunities within existing relationships. The Group’s agility has made it attractive to global payments andtechnology companies that want to become global financial intermediaries, as illustrated by its strategicpartnerships with payment and technology leaders, such as Google India and WeChat Pay. The Group is selectedby these global leaders for its trust, reliability and efficiency in processing transactions and moving money. TheGroup has also signed an exclusive long-term global contract to power in-app cross-border payments for one ofthe largest mobile handset manufacturers in the world. Additionally, the Group has secured long-termpartnerships with a large U.S.-based technology provider, with around 9,000 financial institution customers, tointegrate cross-border payments capability.

In terms of deepening the business prospects with its existing approximately 500 partners, the Group iscontinuously on the lookout for more opportunities to further drive income from these relationships. The trustand longevity of relationships that Finablr enjoys with its partners has been mutually beneficial, and this synergyhas been instrumental in deepening the relationship value. For example, the Group’s relationship with the WorldBank employees’ credit union was initially just for foreign exchange solutions, which later expanded into cross-border payments. The Group continues to form and maintain successful partnerships in the payments technologyspace, as well as through its outsourcing solutions and white label services across various platforms. Some ofthese relationships are on an exclusive basis, showcasing the strong brand and track record of service excellence,which the Group aims to translate into further business opportunities.

Accelerating market share in digital distribution channels

The Group’s digital strategy is aligned with the maturity of the markets in which it operates. Finablr’s digitalstrategy leverages its existing platform and brand assets, strengthening its reach and ability to drive traffic at lowcustomer acquisition costs. In Emerging Markets, including the GCC, India and Africa, the Group is takingadvantage of increasing digital adoption to gain a first mover advantage by facilitating the transition of customersto digital channels. In mature markets such as the United States and Europe, the Group follows a niche strategyfocused on commercial viability. The focus is on leveraging the Group’s underlying operating assetscomplemented by the right marketing and brand investments, thereby scaling the business.

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Remit2India, which was acquired in 2017 by Finablr, is expected to play a significant role in the digital strategyof the Group. Remit2India operates across the United States, the United Kingdom, Australia, Canada and Ireland,with a focus on payments to India, and the Group is therefore directly present and licensed in all of thesecountries. India is a key corridor for the Group, as it is the largest recipient of cross-border payments, and theGroup believes that Finablr currently has a leadership position in India.

In the Consumer Foreign Exchange Solutions segment, Finablr will continue to strengthen its digital capabilitiesto capitalise on growth opportunities. The Group has developed an innovative digital foreign exchangeproposition for digital nomads through the Ditto brand by leveraging its banking license in France. The Groupaspires to deliver leading and innovative currency services to its customers while adapting to the changingpayments landscape. The Group offers an online proposition under its Travelex brand where price sensitivecustomers can arrange in-store pick-up on the Travelex website. In select markets, in-store pick-up can also bearranged via the Group’s pages on social media platforms, increasing the ease of use and the convenience forretail customers. Furthermore, in some markets, the proposition is extended to allow for home delivery ofcurrencies. As an issuer of prepaid travel cards globally Finablr focuses on expanding its card offering (e.g.Gocash, Smartpay, and Travelex Money card) with multi-currency capabilities.

Capturing opportunities in high-growth markets

The Group intends to further deepen its presence in high-growth countries such as India, as well as certainregions in Africa, Asia, the Middle East and Latin America. Finablr is a domestic player in all of these regionsand is participating in the growth of these markets. Finablr will also focus on pockets of opportunities in thepayments space in developed geographic markets such as the United States, the United Kingdom, Europe andAustralia.

In India, the Group is leveraging the strength as one of the largest money movers to India to capture valuabledata on money flows and the Group’s footprint. The Group continues to have a strategic focus on the higher-growth cross-border payments corridors of the world, such as the GCC to India, which are benefitting fromsignificant infrastructure projects stemming from events such as Expo 2020 Dubai and the 2022 FIFA World Cupin Qatar. In India, the Group estimates that it handled approximately 20 per cent. of the inward remittances fromGCC countries in 2017 and leverages this position to facilitate the transition from engagement to communitybuilding. The payments market is a high-growth segment, and the Group has been making strong progresspenetrating this opportunity on the acquiring side, by partnering with some of the leading banks and technologygiants. In Asia, specifically China, the Group is tapping into seamless payments and foreign exchangeopportunities by partnering with players like WeChat Pay. Spending by Chinese tourists is one of the key driversof the global tourism industry, and the Group’s partnership with WeChat Pay allows the Group to tap into thisgrowing opportunity by offering cashless spending in the United States to WeChat’s one billion users.

In these high growth markets, and specifically in the emerging markets, the Group will also benefit from othermacro trends such as increased investments in innovation and the expected growth in international travel andtourism. For example, international tourism is expected to grow more rapidly in emerging markets through 2022,with global spending by outbound tourists expect to grow to 56 per cent. in emerging economies in 2022,according to Euromonitor International, Travel Edition 2019. In Africa, the Group’s omni-channel networkpresence has allowed it to tap into intra-Africa inward and outward payment flows. Also, B2B partnerships withlocal telecom operators in Africa has helped the Group understand the local nuances of these markets and tap intothe local market opportunities. Finablr has identified entry to several key markets in this region as a key growthinitiative for its Consumer Foreign Exchange Solutions segment and will be looking for opportunities to gainaccess in the medium term.

While the Group has a global presence, its multi-brand strategy allows it to mobilise locally recognised brands inkey markets, such as India and other South and Southeast Asian countries as well as in the GCC, Brazil andAfrica. For example, UAE Exchange is a highly recognised local brand in the GCC, Remit2India is a widelyrecognised brand in the Indian diaspora in the United States and the United Kingdom, and, with its vast agentnetwork, Xpress Money is well entrenched in the Indian market. These brands, while a part of the Group’s globalnetwork, are truly local players who understand their local customers’ needs and preferences. On the back ofthese partnerships, the Group is winning in developed markets, and intends to further pursue pockets ofopportunity in the United States, the United Kingdom, Australia and Europe.

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Growing and enhancing an engaged customer ecosystem

Given the Group’s involvement in the entire payments value chain, it allows customer ownership both at the firstand last mile, thereby allowing the Group to build an engaged community. The Group’s move from transaction-based customer interactions to engagement has allowed the Group to acquire new customers, while focusing onits geographic reach. Through a strategic effort, the Group is on a journey of becoming a true community for itscustomers, with the aim of significantly increasing a customer’s lifetime value through the creation of acustomer-centric ecosystem. This community would allow the customer to interact with other customers andfulfil their various needs through an ecosystem of own and third-party services available in the community. Thecommunity is expected to create stickier relationships and increased income. For example, in India, the Group isleveraging its strength as one of the largest money movers to India to capture valuable data on money flows andthe Group’s footprint. Finablr has been able use its insights on consumer behaviour and money flows (betweencash, card, mobile wallet and bank account transfers and also geographical distribution of money flows) todevelop a full range of financial products such as payments, foreign exchange, travel and lifestyle and consumeradvances to financially empower its customers. Using cross-border payments as a key access point, the Groupalso provides an ecosystem of consumer solutions comprising payroll processing, mobile wallets, bill payments,digital gifting and consumer advances, which results in enhanced engagement with its customers. Also, whileFinablr is a global player with global operations, it operates as a local player in various markets, understandingthe local nuances of these markets, which the Group believes positions it well to capture growth within each ofits key markets.

Strategic investments, selective bolt-on acquisitions and ongoing innovations

Given its entrepreneurial DNA, and its focus on innovation, the Group seeks growth and has been an earlyinvestor in technology.

In order to further accelerate the growth opportunities embedded in the Finablr Platform, the Group pursuesstrategic bolt-on acquisitions that enhance its capabilities and complement its portfolio of services. Overall, theGroup’s approach to acquisitions is predicated on three principles: bridging capability gaps to take advantage ofkey opportunities, gaining access to technology and IP assets, and realising commercial synergies.

• Bridging capability gaps to take advantage of key opportunities: In 2018, the Group acquired Swych Inc., aprovider of digital gifting solutions, which provided the Group access to the global digital gifting market ofapproximately U.S.$350 billion, according to management estimates. The capabilities acquired throughSwych Inc. have been instrumental in enabling the Group to develop TravelexPay, which allows one billionWeChat users to use WeChat Pay in the United States across various retail and digital channels. Similarly,the acquisitions of Confidence Cambio in Brazil and Global Money Remittance Pte. Ltd. in Singapore areexamples of gaining market access via its acquisitive pursuits.

• Gaining access to technology and IP assets - The acquisition of Times of Money Private Limited providedthe Group with a full suite of technology platforms and payment capabilities, which have accelerated itsgo-to-market in the payments space. Similarly, the acquisition of Swych Inc. gave the Group access to aproprietary digital gifting technology with advanced risk and anti-fraud management technology.

• Realising commercial synergies - The Group targets acquisitions that will realise commercial synergies. Forexample, in 2017, the Group completed the acquisition of Remit2India, a leading provider of cross-bordermoney transfer services targeted at the Indian diaspora in western markets. The Remit2India acquisitionprovided the Group with access to its front-end technology platform which has since been integrated into theGroup’s technology infrastructure.

The Group’s investments in building out a greenfield digital banking capability in France through Ditto and theGroup’s network of i-Hubs exemplify the Group’s efforts to develop new innovations organically. ThroughDitto, the Group provides an innovative foreign exchange solution for digital nomads leveraging on its Frenchbanking license and providing customers multi-currency digital bank accounts to hold and use such currencieswhile travelling. Finablr i-Hubs act as catalysts driving the Group’s innovation efforts, and have been set up witha vision to build and scale organic innovations by identifying disruptive trends in the technology andimplementing innovations that deliver benefits across its network of brands. Currently the Group has embarkedon the journey of setting up i-Hubs in multiple markets, including London, New York, Dallas, Abu Dhabi andMumbai. All of these i-Hubs are targeted to be fully operational by the end of 2019.

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History

The Group’s journey started when UAE Exchange was founded in 1980 to address the growing and untappedfinancial needs of the UAE’s expatriate population. Since then, the Group has continued to expandinternationally through organic and acquisitive growth beyond the UAE. In 2015, Dr Shetty, among others,acquired Travelex and began to explore its synergies with UAE Exchange, incorporating Finablr in 2018 to unifythe Group’s capabilities across segments and develop its overarching vision for the future. The followingtimeline presents key milestones in the history of the Group.

1980

UAE Exchangecommencedoperations in UAE

1984

Travelex openedits first overseasbranch in theNetherlands

1986

Travelex becamethe first non-bankforeign exchangeprovider atLondon'sHeathrow Airport

1989

Travelex openedfor business inNew York’s JohnF. KennedyAirport

1993

Travelex tookover the Mutual ofOmaha retailforeign exchangebusiness, withstores in 50terminals at 34airports across theUnited States

1995

UAE Exchangeinitiated itsexpansion outsideUAE with retailoperations inOman

Travelex acquiredThomas CookFinancial Services

2003

UAE Exchangeexpanded intoAustralia, whileTravelex openeda store in Japan

2004

Travelexexpandedinto China

2009

UAE Exchangeobtained PrincipalMembership withMastercard

2012

The Grouplaunched the firstever multi-currency paymentcard in the GCC

2015

UAE Exchange’sshareholders acquiredTravelex and beganto explore synergies

Travelex launchedTaxidia, anautomated cashhandling solution

The licence to operate BanqueTravelex SA (“Ditto”)was acquired with Travelex by the Group.

Travelex obtaineda license to importand export foreigncurrency andcommenced awholesalebusiness in China

2016

The TravelexMobile App in theUK was launched,and Travelexbegan expandingits mobileoperations in theUnited States andAustralia

2017

TOM TechPrivate Limitedand itsRemit2India brandwas acquired bythe Group

2018

The Group madestrategicinvestments inSwych, SouqalmalHoldings andLoyyalCorporation

The UnitedOverseas Bank’sbanknotes divisionwas acquired bythe Group

The Unimonibrand waslaunched

Finablr was incorporated

The Groupacquired Times ofMoney PrivateLimited, India, abespoke paymentstechnologycompany

The Groupacquired amajority stake inSwych, a digitalgifting platform

2001

201520152015 2017

2018201820182018

2001

Xpress Money,the Group’smoney transferagency business,was launched

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Operations

Finablr is a global platform in cross-border payments and foreign exchange, which offers its products andservices across three segments: Cross-Border Payments & Consumer Solutions, Consumer Foreign ExchangeSolutions and B2B & Payment Technology Solutions. These segments are powered by the Finablr Platform thatencompass the Group’s (i) modern proprietary technology, (ii) a broad and diversified global network withlicensing capabilities, (iii) globally recognised and trusted brands, and (iv) an omni-channel proposition withrobust operating capabilities, including sophisticated treasury, customisable rule engine and payments processinginfrastructure coupled with strong compliance and risk management capabilities.

In the year ended 31 December 2018, the Cross-Border Payments & Consumer Solutions segment accounted forU.S.$351.0 million, or 23.6 per cent., of Group Adjusted Income and U.S.$103 million, or 33.7 per cent., ofSegment Adjusted Profit, the B2B & Payment Technology Solutions segment accounted for U.S.$284.9 million,or 19.2 per cent., of Group Adjusted Income and U.S.$108.5 million, or 35.5 per cent., of Segment AdjustedProfit and the Consumer Foreign Exchange Solutions segment accounted for U.S.$827.5 million, or 55.8 percent., of Group Adjusted Income and U.S.$94.5 million, or 30.8 per cent., of Segment Adjusted Profit.

Cross-Border Payments & Consumer Solutions

The Cross-Border Payments & Consumer Solutions segment provides financial services products that cater to thechanging payment needs and behaviours of both retail and corporate clients. The Group had access to 63 percent. of the global migrant population, as measured by the United Nations Department of Economic and SocialAffairs in 2017 and was active in 14 of the 15 largest money transfer corridors in the world by volume, asmeasured through the Bilateral Remittance Matrix for 2017 by the World Bank. In 2017, the Group processedapproximately 6.7 per cent. of global cross-border payments transactions based on company estimates, with keymarkets comprising Australia, China, India, Oman, the Philippines, Saudi Arabia, the UAE, Brazil and theUnited States. The Finablr Platform allows the Group to seamlessly handle high-value international paymentswith ease and at highly competitive prices. For example, an individual in the United Kingdom could use Finablr’sservices to transfer funds to Spain to buy a property or to multiple service providers to pay for an internationalholiday.

Services and Products

The Group’s Cross-Border Payments & Consumer Solutions offering encompasses cross-border payments,payroll solutions, mobile wallets, consumer advances, bill payments and digital gifting.

• Cross-border payments: The Group offers its cross-border payment services to retail and corporate clientsthrough the combination of almost any means of origination to any point of distribution. Senders(originators of transactions) can choose to transfer funds within pre-defined turnaround times based on thecorridor and channels used or instantaneously, whereby the beneficiaries receive funds on a near real-timebasis.

To facilitate this any-to-any proposition, the Group operates an integrated origination and distributionmodel, pursuant to which it appoints and connects direct and Partner Network, comprising its own stores,digital channels as well as agents and third-party partners to provide affordable, accessible and reliablepayment services across the world.

The Group served its customers through its omni-channel touchpoints, comprising own stores, agentlocations, self-serve kiosks, online portals and mobile applications. These services are offered through avariety of own brands, including UAE Exchange, Unimoni, Xpress Money, Remit2India and Travelex, aswell as third-party brands.

• Consumer solutions: The Group has developed a multi-product ecosystem of consumer solution offeringsto build the Finablr community and promote significant cross-selling opportunities, while enhancing loyaltyamong its customers. The Group offers consumers various financial services in different markets, including:

• Payroll solutions: The Group’s payroll solutions allow its corporate clients to use its distributionchannels to disburse salary payments to their employees via prepaid payroll cards to their bankaccounts or in cash. In the UAE, with the launch of SmartPay, the Group’s payroll solutions have beenintegrated with its cross-border payments proposition, which the Group believes has increasedcustomer loyalty and driven volumes

• Mobile wallet: The Group offers stored-value products, including mobile wallets in select markets.These products allow retail customers to initiate peer-to-peer transactions and to pay at merchantlocations, as well as allow businesses to accept payments.

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• Consumer advances: The Group offers secured consumer advances to individuals in select markets.

• Bill payment services: The Group offers international and domestic bill payments services to allowcustomers to make a variety of payments, including mobile phone bills and utility bills across physicaland digital channels.

• Digital gifting: The Group offers domestic and cross-border digital gifting through its omni-channeltouchpoints. In 2018, the Group expanded this offering through its acquisition of a majority stake inSwych, a U.S. digital-gifting service.

Transaction Process

The Group completes cross-border payment and consumer solutions transactions through almost any means oforigination to any point of distribution, such as cash to mobile wallets, card to bank accounts, or digital to digital.Regardless of the means used to send or receive the payment, each transaction has three key steps: origination(omni-channel touch-points for interaction and transaction initiation), processing (transaction processing, back-office operations, treasury, risk management and compliance screening) and distribution (fund delivery), asillustrated by the chart below.

CustomerType

Individual/Corporate

Stores

AgencyNetwork

AML & CTFScreening &

Enhanced DueDiligence

Transactionscleared AMLProcesses

Online

RejectTransaction

CorrespondentBank

Stores

AgencyNetwork

Cards

MobileWallet

Mobile

Kiosk

Digital

OriginatingChannels

Processing

Yes

No

DistributionChannels

Origination

The Group originates its cross-border payments and consumer solutions through its omni-channel touchpoints:

• Digital comprises the Group’s online, mobile and kiosk-based origination channels. The Group has anonline and mobile presence across 14 countries for this segment. These services are primarily offeredthrough the UAE Exchange, Unimoni, Travelex and Remit2India brands. Remit2India, in particular, is adigital-only channel that facilitates payments into India from the United States, the United Kingdom,Canada and Australia. The kiosk channel includes 820 self-serve kiosks, including those operated by theGroup under the UAE Exchange and Unimoni brands, as well as those operated by third parties, where theGroup has ported its services to operate their back-end cross-border payment functions.

• Stores comprise the Group’s own premises that allow direct customer interaction. As at 31 December 2018,the Group had approximately 2,000 stores across 44 countries. These stores operate predominantly under theUAE Exchange, Travelex and Unimoni brands. A majority of the cross-border origination through storescomes from Middle Eastern, African and Asian-Pacific markets. The Group’s network in these high-growthmarkets includes stores in the UAE, Oman, Qatar and Kuwait in the Middle East, Kenya, Uganda,Botswana, Rwanda, the Seychelles, Zambia and South Africa in Africa, and Malaysia, Singapore andAustralia in the Asia-Pacific region.

• Agents comprise the Group’s network of over 178,000 Xpress Money agents across more than 170countries. As at the Group’s stores, customers at agent locations can deliver cash to be transferred to abeneficiary. The Group acts as a facilitator to transfer money from the sending agent to the receiving agentby providing the network, software platform and settlement channels required to effect cross-borderpayments in a secure and efficient manner.

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Processing

Typically, when a customer originates a cross-border payment, the customer engages with the Group’s front-endinterfaces, though at agent locations this interface may be that of the Group or of the agent, to capture thenecessary information, including beneficiary details, currency and amount. The pricing is set based on thecurrency being sent and received and the transfer corridor used.

The Group’s back-end processing allows fulfilment of the payment, and includes compliance and riskmanagement (including AML, CTF and sanctions screening for both the sender and beneficiary using theGroup’s proprietary systems in coordination with third-party systems and enhanced due diligence for certaincases), messaging, payments and settlements in various currencies, and treasury and foreign exchange operationsto buy or sell the necessary currency volumes on the foreign exchange market. Settlements are made throughcorrespondent or intermediary banks that are authorised to provide services for the Group in a foreign country.

For consumer solutions, the Group undertakes a variety of back-office operations to process its consumersolutions transactions, including compliance screening and settlement, both through proprietary and third-partysystems. Additionally, for certain consumer advance transactions, the Group undertakes credit scoring, collateralsecurity verification, lending decision making, analytics and asset classification.

Last-Mile Distribution

For cross-border payments, the Group has entered into arrangements with correspondent banks, agents, cardschemes and mobile wallet providers to offer its senders any-to-any cross-border payment services through awide-range of distribution channels. The Group’s last-mile distribution network allows senders to transfer fundsto the bank accounts of beneficiaries through the Group’s multiple correspondent banks or other third-partybanks, or to transfer funds to cards or to mobile wallets issued by providers such as telecommunicationcompanies, banks, financial institutions and technology players. The Group has a diverse distribution network inlarge Receiving Markets, including a direct presence in markets like India and China. The network also allowssenders to give an option to the beneficiary to collect cash payments directly through the Group’s stores or atXpress Money or partner agent locations.

For consumer solutions, the Group has entered into arrangements with utility companies, card schemes,e-commerce players, merchants and retailers to offer bill payments, digital gifting and stored-value prepaid cardsolutions, and it offers consumer advances through its stores.

Consumer Foreign Exchange Solutions

The Consumer Foreign Exchange Solutions segment comprises the exchange of currencies, selling domestic andforeign exchange prepaid travel cards, and processing VAT refunds. The Group fulfils consumer foreignexchange transactions for leisure and business travellers through three key steps: origination (omni-channeltouch-points for interaction and transaction initiation across the Group’s stores and ATMs, online or via theTravelex Money mobile app), processing (internal checks, back-office operations, compliance screening and cashmanagement) and distribution (physical exchange at stores or ATMs for foreign exchange, at stores for foreigncurrency buyback and VAT refunds, and issuance, sale and loading of prepaid travel cards through stores, onlineportals or mobile apps). The solutions are offered primarily through Travelex, UAE Exchange and Unimonibrands, while the Group has developed an innovative foreign exchange solution for digital nomads through theDitto brand which leverages the banking license in the Group.

Retail Foreign Exchange

Retail foreign exchange services primarily comprise the sale and purchase of foreign currency directly to andfrom retail customers, as well as foreign currency buybacks. Foreign currency buybacks allow customers toreturn foreign currency bought from the Group at the same rate as the original transaction for a fee, within aspecified time-frame, thus safeguarding the customer from foreign exchange rate fluctuations. Retail foreignexchange services are offered through three main channels: stores, ATMs and online, although foreign currencybuyback services are only available at stores and online.

Prepaid Travel Cards

Prepaid travel cards are reloadable prepaid cards that can store either single or multiple currencies on the card,and which also allow the conversion of such currencies to other currencies by the user. The Group’s prepaid

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travel cards, where available, can be purchased or reloaded in stores, online or through mobile apps. The Groupoffers prepaid travel cards either in its capacity as an issuer in certain markets or as a distributor of cards issuedby other partners. The Group runs its standard AML, CTF and sanctions screenings on any customers interestedin purchasing a card before distributing the card through in-store collection or doorstep delivery. Customers canthen use the card like a normal debit card to pay for transactions at merchant locations or online and to make cashwithdrawals from ATMs.

VAT Refunds

The Group also processes VAT refunds at certain airport stores where it acts as an agent for a number of refundproviders, including Global Blue and Premier. Customers can bring their goods and VAT receipt to an airportstore before departing from the relevant country, where the Group then processes the forms and provides therefunded amount. Once the customer’s documentation is in order, the Group will run its standard AML, CTF andsanctions screenings on high-value refunds before disbursing funds to customers directly in cash or throughcredits to cards or mobile wallets. The Group receives a fee for its services and earns foreign exchange incomewhen customers elect to convert their refund into a non-domestic currency. At London Heathrow airport, theGroup also acts under a licence from HMRC to inspect and authorise goods for VAT exemption. In the yearended 31 December 2017, the Group processed five million VAT refund forms.

Multi-Currency Digital Bank Accounts

The Group has developed an innovative foreign exchange solution for digital nomads through the Ditto brand byleveraging on the banking license in the Group. Through this solution, the Group offers customers multi-currencydigital bank accounts to hold and use such currencies while travelling.

Transaction Process

The Group fulfils consumer foreign exchange transactions through origination and processing:

Origination

The Group’s retail foreign exchange transactions originate across the following channels:

• Stores comprise the Group’s own licensed premises in airports, shopping malls and on high streets, wherecustomers can receive foreign currency paid for with cash or a credit or debit card or sell currencies. As at31 December 2018, the Group operated approximately 2,000 stores across 44 countries offering foreignexchange services primarily through the Travelex, UAE Exchange and Unimoni brands.

• ATMs are targeted at travellers who want to withdraw money from an ATM (either in foreign currency orin domestic currency). As at 31 December 2018, the Group had 1,096 foreign exchange and/or dynamiccurrency conversion (“DCC”) enabled ATMs. DCC services allow customers who wish to withdraw moneyfrom an ATM after arriving in a foreign country to select whether to receive an exact amount in localcurrency or the local-currency equivalent of an amount the customer sets in his or her home currency. If thecustomer chooses the second option, Travelex sets the foreign exchange rate and captures the related marginwhen the ATM dispenses the local currency equivalent amount.

• Digital comprises the Group’s online portals and mobile apps that display rates to buy and sell foreigncurrency based on the currency pair, and in certain countries accept payment and offer the option forin-store pick-up or door-step delivery of currency. In line with driving engagement, chatbots are availableon select online portals and social media platforms through which rates can be displayed and foreigncurrency orders can be placed. The Group has also developed an innovative digital foreign exchangeproposition catering to digital nomads through the Ditto brand by leveraging the banking license in France.

Processing

The Group undertakes treasury and foreign exchange services, data analytics, compliance checks, cashmanagement and settlement. The Group leverages the global scale and infrastructures of its wholesale andoutsourcing business to gain a competitive advantage in its processing of consumer foreign exchangetransactions. The Group has entered into partnerships to provide logistics services with Transguard and G4S inthe UAE and G4S, Brinks and Loomis in the United Kingdom to transport currency globally.

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B2B & Payment Technology Solutions

Over the past 40 years, the Group has developed capabilities for payments and foreign exchange, includingscalable technology platforms, a broad and diversified distribution network and operating licenses in keymarkets. The Group has used these capabilities to build longstanding relationships with over 500 corporateclients, including Google India and WeChat Pay. Through its B2B and payments technology solutions, the Groupoffers its combination of technology, licensing and distribution capabilities to corporates and PSPs to allow themto offer cross-border payment, foreign exchange, mobile wallet, digital gifting, acquiring and banking services totheir customers. This allows these clients to build on the Group’s expertise, while shortening their time-to-marketand effort and reducing the costs they would otherwise have to incur. The Group also leverages its infrastructuresto offer the physical supply of wholesale banknotes and white-labelled banknote solutions to banks, financialinstitutions and corporates, as well as to supply the banknote requirements of other Group businesses. Thisprovides an ecosystem to enterprise platforms, enabling specialists and point players to acquire more business bystreamlining the complexity and enabling a seamless holistic customer experience. This enterprise solutions suiteis offered to clients to service their customers on a white-labelled or branded basis.

Services and Products

The Group offers its B2B and payment technology solutions for businesses by offering a bespoke range ofspecific capabilities developed by the Group in the payments and foreign exchange market and combining themto meet the partners’ needs. The key differentiator is the flexibility the solutions provide and the ability to offer abespoke combination of services to partners. The flexibility, scale and modularity offered cut across the valuechain of origination, processing and distribution for each segment.

• Cross-Border Payments & Consumer Solutions: In order to offer the cross-border payments capabilitiesof the Group to partners and businesses, it extends its platform with varied combinations of its front-endsolutions, processing and its last-mile distribution network to cater to such requirements. Front-endsolutions include both white-labelled and co-branded front-end. The processing capabilities include a suiteof back-office capabilities, proprietary technology, compliance and risk management, dynamic pricing,customisable rule engines and regulatory licenses. Finally, the last-mile distribution capabilities include theGroup’s own and partner distribution networks, including over 100 correspondent banks.

The Group is able to simplify the complexities related to the platform and provide a simple and easilyintegrable solution to the partners either as a comprehensive end-to-end solution or as modular componentsdepending on partner needs. In the cross-border payments space, the Group has supported partners like AbuDhabi Commercial Bank in the UAE, who use the Group’s distribution network to offer cross-borderpayments services to their customers. The Group also partners with the World Bank employees’ creditunion, Bank Fund Staff Federal Credit Union, to which the Group offers a full suite of cross-border paymentservices including front-end, processing and distribution capabilities. These partnerships illustrate theflexibility of the Finablr Platform and the services it can provide in cross-border payments.

• Consumer Foreign Exchange Solutions: For businesses who want to leverage the Group’s foreignexchange capabilities, the Group has built origination capabilities through its proprietary front-end order-capturing systems, processing capabilities through its global network of vaults and trading desks anddistribution capabilities through large-scale global logistics arrangements to support its wholesale andoutsourcing services. These capabilities are offered to businesses through the Group’s wholesale andoutsourcing solutions including, in some cases, with a front-end system required for capturing orders. Fromfacilitating order management to providing a vault-to-vault service that includes pricing and logistics, theGroup has been able to realise cost efficiencies while providing flexibility.

The wholesale business model encompasses the sale and purchase of large volumes of banknotes acrossvaried currencies to partners and businesses. For example, the Group has provided its wholesale banknotesservice to the Central Bank of Nigeria for the last 20 years.

The Group’s outsourcing business model provides partners and businesses with a full suite of foreigncurrency sourcing and distribution services including white-labelling, picking and packing, trading desksservices, currency processing, order delivery, technology systems and, in some cases, trained personnel. Forexample, the Group has had a relationship with Tesco for over 13 years, handling all of its in-store travelmoney operations across the United Kingdom.

• B2B & Payment Technology Solutions: The Group offers its technology and processing capabilities topartners, including its acquiring platform, digital gifting platform and stored value platform. Thesecapabilities are tailored to the demands of new age payment and technology partners. These engagements

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leverage the Group’s processing and last-mile distribution capabilities that encompass payment acceptance,digital gift card issuance, access to merchant partners and fraud management.

For example, the Group provides its acquiring platform to Google in India and also offers its digital giftingplatform to WeChat Pay in the United States, which allows its one billion customers to use WeChat Pay inthe United States across retail and digital channels.

By powering the back-end infrastructure of stored-value platforms for entities like BayanPay in SaudiArabia, in which it recently made a strategic investment, the Group creates interfaces for customers,merchants and agents while facilitating peer-to-peer and peer-to-merchant transfers at physical locations andon e-commerce platforms. The Group provides seamless, embedded payments facilitating the trend ofmobility and freedom across the globe.

Transaction Process

The Group completes B2B and payment technology transactions primarily through processing and distribution.

• Processing: The processing offered by the Group includes foreign exchange management, automatedbanknote picking-and-packing solutions, dynamic margin information for various currencies, retrieval ofexpected delivery dates for funds based upon destination country, compliance screening, eligibilityscreening, managed services, disbursement, settlement and reconciliation. In addition, for certain services,the Group also undertakes cash management services, including security, logistics, insurance, hedging andtreasury functions. The Group also offers its technology capabilities that encompass acquiring, fraudmanagement, compliance screening, dynamic pricing, digital gifting and a stored-value back-end solutionsuite, among others, in a modular manner to its corporate clients.

• Distribution: The Group leverages its arrangements with banks, agents, mobile wallet providers, utilitycompanies, card schemes, e-commerce players, merchants, and retailers, among others, for distribution.

As at 31 December 2018, the Group operated 12 vaults in seven countries to handle banknotes.

Technology

Finablr has an agile, secure and robust transaction infrastructure that supports the Group’s omni-channel strategy.This infrastructure has underlying payments, compliance and pricing platforms which form the backbone of itsbest-in-class operating capabilities. The technology allows 24/7 dynamic pricing across channels and markets,efficiency across compliance and risk management and advanced data analytics. Building efficiency is one of thekey aims of the Group’s technology strategy and the Group has invested heavily in its automation efforts. TheGroup’s chosen technology architecture allows operations to remain agile and secure and can seamlesslyintegrate with almost any front-end customer interface.

Finablr’s technology systems have been built using proprietary technology, while leveraging some of thebest-in-class third-party technology to deliver excellence across the Finablr Platform. Core development andadministration are largely managed in house.

Finablr’s Global Technology Systems

Agile, Robust and Scalable Transaction Infrastructure

Finablr’s technology systems have been built with scalability in mind. The systems are cloud first and use acombination of cloud-based and owned infrastructure for the ability to scale quickly. Finablr’s global servers arelocated around the world to maximise speed along with a robust disaster recovery framework. High transactionvolumes are processed on a fixed-cost basis and the Group believes that the systems can scale to handle seventimes their current capacity with minimal investment. As the majority of the technological development is donein-house, Finablr’s agile development methodology allows the Group to iterate products and develop technologyrapidly.

Microservices Architecture with a Cloud First Approach

The Group’s processing systems consist of modular services which are independently deployable while alsocontinually evolving, delivering value to digital and physical channels along with enterprise clients using thesystems. They are also fully integrated with the systems used by the Group’s key partners, including banks,

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financial institutions, technology players, and payment players. By 31 December 2018, over 190 partners hadintegrated directly with the Group’s systems through APIs. The Group’s transaction processing systems employ amicroservices architecture and are linked to an enterprise service bus that interfaces with the data lake andfacilitates rapid and seamless onboarding. This allows the Group to support its partner integrations through APIs.

Technology Transformation Leading to Ease of Integration and Operational Efficiency

The design of the Group’s technology infrastructure separates the utility layer from the usability layer whichseamlessly supports the addition of new partners and channels on the platform. The technology also supports avaried set of financial products across an array of channels from web portals, mobile, stores, its Partner Network,kiosks, social media and chatbots. This robustness is underpinned by the learnings of nearly three decades oftechnology and IP development. In this evolution, the Group has also retired 300 systems to make way for nextgeneration modular infrastructure. The API manager, aggregator and unifier allow the platform to accelerateonboarding of new age partners. The Group’s technology has a track record of constant innovation led by amindset of staying ahead of the curve in technological evolution, including its Zoey chatbot and Taxidiaautomated cash handling solution. In 2016, the Group began its journey to create a single modular platform.

Building efficiency is one of the core components of the Finablr technology roadmap. The company investsheavily in its automation efforts across technology and processes. The Group has also deployed robotics toautomate picking and packing of currency notes which has allowed it to serve its B2B clients better, faster andmore efficiently. In its endeavour to drive efficiencies in its processes, the Group has embarked on a concertedautomation drive at its global processing centre through robotics process automation.

Infrastructure, Security and Compliance

The Group’s IT infrastructure uses a combination of cloud and owned infrastructure, including cloud servicesprovided by Amazon Web Services. Finablr’s global servers are located to maximise speed along with a robustdisaster recovery framework. The Group has 16 data centres, comprising of both primary and disaster recoveryfacilities.

The Group has business continuity plans in place to deal with contingencies across its critical systems, and theplans are tested at least annually. Cyber security is a key to the Group’s risk management. It has in place, andconforms to, global security standards across its IT infrastructure, including ISO27001 certification (theinternational standard for information security) and PCI data security certification. The Group has a robust dataprivacy framework and is GDPR compliant.

The Group’s technology infrastructure and architecture makes its platforms secure, compliant, scalable andflexible. The Group’s utility is engineered to drive operational efficiency and support the growth of business,while its usability is engineered to build new product and business units acting as a springboard to innovation.

Technology Strategy

Innovation-Led Strategy

The Group’s technology strategy focuses on building deep technology supported by a sustainable innovationframework to drive ongoing profitability and long-term differentiation. Its innovation framework comprisesprotocols, processes and infrastructure designed to achieve its vision. The Group’s technology usability is furtherdriven through the creation of i-Hubs and an ecosystem of open APIs. The Group continues to build on its strongrelationships with global accelerators, academia and industry bodies to tap into innovative technology and talent.Its technology strategy leverages these capabilities to build a global community of developers and nichetechnology partners. In addition to this, the Group is now redefining cross-border payments by bypassingtraditional constraints plaguing the industry by creating newer payment rails that can provide significantefficiency to customers, partners and the payment ecosystem at large. The Group has filed for patent protectionto protect the IP created through its innovation efforts.

Experience, Architecture and Delivery

Experience, architecture and delivery are key pillars of the technology strategy and will define the long-termframework for the Group. The technology roadmap places emphasis on customer-centric design across allproducts with a focus on user experience across its business segments. The strategy has been to simplify the

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transaction processing complexities and make the user experience as seamless and engaging as possible. Theoverall technology stack is designed to delineate the utility from the usability. The technology stack is opened totwo usability scenarios, namely (i) internal Group solutions and (ii) strategic third-party partners. The Group’stechnology delivery is supported by proprietary methodologies and world-class infrastructure, delivered by anexperienced team of executives and professionals with a proven track record of IP-led software productdevelopment and global deployments.

Responsible Profiling and Analytics

With real-time data analytics and machine-learning processes, the Group is able to extract the value from its data.This allows the Group to segment and profile its customer base to better meet their needs. It also helps tostrengthen the Group’s fraud prevention and compliance functions. The Group believes its data processingcapability gives it a key competitive advantage and the Group will continue to invest and develop strong dataanalytics and artificial intelligence and machine learning capabilities. Moreover, as data privacy and securityregulations across the globe become increasingly important, the Group has built a responsible profiling andanalytics function.

Building Communities

The Group has rapidly evolved from mere transactions to more active engagement with its customers. Thetechnology roadmap reflects this goal of creating engagement-led business models and developing usercommunities, which the Group believes will in the future be at the epicentre of key developments. Creatingglobal communities of the Group’s customers to drive long term income is a key component of its technologyroadmap. This is underpinned by a unique architecture approach to build a transaction platform which aggregatesan extensive value-added service ecosystem.

Culture, Talent and Organisation

The Group continues to build an open innovation and product-centric culture to achieve business goals with afine balance of alignment and autonomy. The technology strategy is focused on creating intellectual property inthe form of IP, products, and people. Attracting, nurturing and retaining the best technology talent is a priorityand the Group leverages its culture, processes, access to new technology infrastructure and long-term vision toensure it has the best talent.

The Group’s technology organisation is responsible for the implementation of the technology strategy. TheTechnology team is organised across six lines: innovation, technology transformation, product engineering,business continuity, new products and culture. Usability is further split across experience and architecture anddelivery. The team is led by a management team based across the United States, the United Kingdom and theUAE, with further team members in India.

Competition

The scale and efficiency of the Finablr Platform positions the Group strongly in the fragmented cross-borderpayments and foreign exchange market. The Group believes that there is no significant competitor across itsentire offering. The markets that the Group targets generally comprise varied players such as banks, moneytransfer operators, payment service providers, aggregation platforms, FinTech players, telecom companies, socialmedia organisations, technology companies, virtual currency-based payment providers, post offices, mobilewallet providers, mobile banking platforms, kiosk providers, global retail providers and regional players, retailplayers, tax refund companies and e-commerce players. On a broader classification, these players can becategorised into banks, money transfer operators, new entrants, specialists, and payment and technologycompanies.

The Group believes banks continue to lose market share due in part to their lack of engagement and costs relatedto legacy infrastructure. Money transfer operators typically have limited control on the value chain (as they arepartner dependant) and focus on a single transaction type (cash-to-cash). New entrants and specialists lackscalability with their limited geographical presence and regulatory track record. Moreover, the economic leakageis very high, as their cost of acquiring customers is high. However, many of these companies do not have theirown infrastructure or network and therefore turn to ecosystem partners such as the Group that can provideefficient solutions through its processing and distribution capabilities. The Group also faces competition from anumber of smaller companies that specialise in one product or region, but due to their lack of scale and

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diversification are not considered significant by the Group. The Group believes that increasing regulation,technology requirements and the pursuit of scale will trigger industry consolidation in the medium term, andsmaller players that are not able to invest will struggle. Some of the large customers that the Group partners withare payment and technology companies, which illustrates the relevance of the Group’s payment rails totechnology giants. These companies may also seek to offer similar services independently and therefore mayemerge as potential competitors. The Group’s evolution from transactions to engagement, and its furthertransition to a community financial services provider, drives the Group’s competitive advantage stemming fromits global presence, strong retail customer base, and agile and scalable technology. While the Group believes thatit is easy for others to offer an app experience on the origination side, it requires a significant amount of time andcapital to build a last-mile distribution network and efficient operating capability such as that offered by theGroup. The Group also believes that its global presence and its ability to offer localised solutions will continue toallow the Group to lead the principal markets in which it operates.

Employees

As at 31 December 2018, the Group had a total of 18,201 employees, all of whom were on full-time contracts.The table below sets out the number of the Group’s full-time employees as at the dates indicated:

As at 31 December

2016 2017 2018

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156 156 157

As at 31 December

2016 2017 2018

Technical . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,414 1,636 1,707Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 899 861 1,051Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,203 15,589 15,286

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,672 18,242 18,201

The Group is committed to recruiting, developing and retaining high-quality personnel and it believes the qualityof its talent pool is a critical aspect of its success. The Group operates a variety of leadership programmes for keytalent and high potential performers in its senior leadership teams. These are designed to equip individuals withthe skills, knowledge and expertise to solve real-world problems – for Group businesses and their customers. TheGroup also run schemes for first-time people managers or those preparing for their first leadership role.

Management and leadership in the business are stable, and the Group has plans in place so that employees areready for succession to ensure work continuity. Overall, the Group has invested, and continues to invest, inbest-in-class technology systems to ensure greater efficiency of operations across all facets of its HR operations.The Group has a particular focus on providing on-going learning and development for its employees, includingregular training programmes and certifications. The Group promotes an entrepreneurial culture that is open andvalues performance and meritocracy as key attributes. Its entrepreneurial culture has been a key driver of itsgrowth and this is reflected in many of the product and service innovations brought to market by the networkcompanies. The Group encourages its employees to think of bold new ideas and to take informed risks. TheGroup places a premium on agility and adopts a lean innovation cycle cutting across ideation, design, proto-typing and go-to-market through cross-functional teams.

Given the diversified global operations of the Group, the Group heavily emphasises the importance ofcollaboration as a behaviour and seeks to inculcate the same into its organisational culture. Collaboration andleveraging the strengths brought in by a diversified skilled resource pool is a competitive advantage for theGroup. To this end, the Group seeks to create avenues for organisation-wide engagements so that senior teamsacross its brands have a shared understanding of the broader strategy, vision and potential collaborationopportunities that exist with the Group’s network.

The Group observes local practices and legislation in matters relating to labour relations. The Group is subject tovarious laws that regulate wages (including minimum wages laws), hours, benefits and other terms andconditions relating to employment around the world, and the Group provides benefits to employees as requiredby applicable law.

The Group believes it generally has good relations with its employees and their representatives. A number of theGroup’s employees are represented by labour unions pursuant to collective bargaining agreements in certain

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countries in which it operates. From time to time, the Group experiences disagreements with trade unionsrepresenting certain employees and/or other employee representative bodies in the ordinary course.

Intellectual Property

The Group relies on trademark rights and licenses as well as confidentiality, privacy and other laws andcontractual provisions to protect its intellectual property rights. The Group invests in the development andprotection of its brand by strategically registering trademarks and domain names used in its business, and all ofits major brand names are protected by nationally or internationally registered trademarks. Trademarks areregistered in all countries relevant to the actual or intended use of the trademark. The Group has implementedinternal policies which cover, among other things, trademark registrations, the use of the various trademarks bythird parties, the consistent use of the trademarks and brand protection. The Group has entered into and willcontinue to enter into confidentiality and intellectual property assignment agreements with employees andindependent contractors, and confidentiality agreements with third parties with whom it does business. TheGroup also actively monitors use of its intellectual property rights and takes steps to protect them when itconsiders it appropriate to do so.

Real Property

As at 31 December 2018, the Group operated over 2,000 stores in 44 countries. The significant majority of theGroup’s properties, including its head office in Abu Dhabi, UAE, are leased. The Group also operates itsconsumer foreign exchange solutions business primarily through a network of concession agreements,commercial agreements and property leases but consider all of these agreements to be commercial contractsrather than real property contracts. The Group continually reviews its property requirements, taking into accountcost controls as well as growth initiatives in strategic core activities. The Group is not aware of anyenvironmental issues affecting the use of its properties.

Insurance

The Group’s operations are subject to various losses, potential claims, lawsuits and other proceedings, risks andhazards. The Group has insurance coverage for, among other things, cash-in-transit, property damage (includingcontents and computers), business interruption, third-party liability (including employers’ liability andprofessional indemnity), network security/cyber liability, terrorism, and in respect of liability of the Group’sdirectors and officers. In particular, the Group has cash policies in place with a variety of insurers which coverthe risk of damage or loss of cash, with the Group covered for any losses exceeding its deductibles. The Group’sbusiness is subject to contractual claims in the ordinary course of business.

The Group believes that its insurance coverage, including the limits of indemnity and the conditions pursuant towhich such coverage is provided, is reasonable taking into account the cost of the insurance coverage and thepotential risks to the Group’s business and operations.

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PART VIREGULATORY OVERVIEW

The Group’s businesses are subject to a wide array of regulations in the various jurisdictions in which it operates.The Group is regulated by over 100 different authorities, including in the UAE, the United Kingdom, theEuropean Union and the United States, which oversee, among other topics, AML, consumer protection,licensing, corporate governance and capital requirements.

In every jurisdiction in which the Group holds a regulatory licence, the powers afforded to licensing andregulatory authorities are broad; in particular, as well as being granted a wide range of powers in relation tospecific regulatory issues, such authorities may be granted non-specific discretionary powers to undertakeinvestigations in relation to any matters arising in connection with the provision of the services being providedby an operator under the terms of its licence(s).

As a result, licenced operators, including certain entities within the Group, are potentially subject to thefar-reaching exercise of discretionary powers by regulatory authorities requiring, among other things, theprovision of detailed information covering a licensee’s management, investors and financial performance.

The Group has over 300 dedicated risk and compliance employees who monitor its compliance with applicableregulations and changes in the regulatory landscape across its businesses. The Group also has developed acomprehensive set of policies and procedures designed to govern its business methods and practices, including acode of conduct, AML policies, data protection and privacy policies. Notwithstanding its regulatory licences, ineach jurisdiction in which the Group operates, it complies with local legislation, including in respect of AML,sanctions and anti-bribery. The Group has all relevant licences for carrying out its businesses and there are nomaterial enforcement actions regarding its licences.

Based on the financial results of the Group for the year ended 31 December 2018, the following are summaries ofthe regulatory regimes in the ten most significant jurisdictions in which the Group operates. This list alsoincludes information regarding the regulatory regime in France in respect of the Group’s sole authorised bankingentity, Banque Travelex S.A. (trading as “Ditto Bank”).

1.1 United Kingdom

The Group’s UK regulated entities are:

(i) UAE Exchange UK Limited (FRN 504329);

(ii) Xpress Money Services Limited (FRN 504589); and

(iii) Travelex Europe Limited (FRN 900537).

UAE Exchange UK Limited (“UAE UK”) has permission under Part 4A of the Financial Services andMarkets Act 2000 (“FSMA”) to enter into regulated credit agreements and exercise the rights of a lenderunder regulated credit agreements, as well as permission under the Payment Services Regulations 2017(“PSRs”) to provide money remittance services. The provision of regulated credit-related activities is also inpart regulated under the Consumer Credit Act 1974 (as amended, “CCA”).

Xpress Money Services Limited (“Xpress Money”) has permission under the PSRs to provide moneyremittance services.

UK regulatory authorities

Financial Conduct Authority

Each of UAE UK, Xpress Money and Travelex Europe are authorised and regulated by the FinancialConduct Authority (“FCA”).

Travelex Europe Limited (“Travelex Europe”) has permission under the Electronic Money Regulations2011 (“EMRs”) to issue electronic money, as well as to provide a number of payment services, the conductof which is subject to the requirements of the PSRs.

The FCA imposes requirements on firms through a combination of 11 Principles for Businesses with whichfirms must comply, as well as through a more detailed rulebook. The FCA’s rule-making powers are derivedfrom FSMA, and so do not apply to firms authorised or registered under the PSRs or EMRs. However, fromAugust 2019, the Principles for Businesses will also apply to firms authorised or registered under the PSRsor EMRs.

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Under Part 2 of the PSRs and Part 2 of the EMRs, firms providing payment services or issuing electronicmoney must also meet minimum requirements in order to be authorised, which are set out in more detail insection 2.3.2 below.

The FCA also has wide supervisory powers and is able to require regular reports or ad hoc information fromregulated firms. Similarly, under the PSRs and EMRs, the FCA is established as the competent authority toauthorise or register (as the case may be) an entity seeking to undertake activities regulated under theseRegulations, and has monitoring and enforcement powers. Persons authorised or registered under the PSRsor EMRs are required to provide periodic information to the FCA as part of the FCA’s supervisoryresponsibilities in respect of electronic money issuers and payment services providers.

The Payment Systems Regulator

On 1 April 2015, the Payment Systems Regulator became fully operational as the “economic” regulatorresponsible for payments systems designated by HM Treasury under the Financial Services (BankingReform) Act 2013. While the Group does not operate a designated payment system, it is subject to the scopeof the Payment Systems Regulator’s powers as a participant in the MasterCard system which is designatedby HM Treasury as a payment system. Further, as a participant, the Group is required to deal with thePayment Systems Regulator in an open and cooperative way and must disclose to the Payment SystemsRegulator appropriately anything relating to the Group which could have a material adverse impact on thePayment Systems Regulator’s statutory objectives and duties.

The Payment Systems Regulator operates under the FCA but has separate duties and powers, with itsregulatory tools including legislation, rules issued by it (“general directions” and “requirements”), writtenguidance, and decisions.

The Financial Ombudsman Service (“FOS”)

FSMA established the FOS, which determines complaints by eligible complainants in relation to authorisedfinancial services firms and certain other businesses in respect of activities and transactions under itsjurisdiction. A large number of the Group’s UK customers come under the definition of ‘eligiblecomplainants’ and therefore the FOS’s jurisdiction on the basis that they are ‘consumers’ or ‘micro-enterprises’. The FOS determines complaints on the basis of what, in its opinion, is fair and reasonable in allthe circumstances of the case. The maximum level of money award by the FOS is £150,000 plus interest andcosts. The FOS may also make directions awards which direct the relevant business to take steps which theFOS considers just and appropriate.

UK Regulation

FSMA

FSMA is the primary legislation governing the operation of regulated financial services in the UK. Itprohibits any person from carrying on a “regulated activity” by way of business in the UK unless that personis authorised or exempt under FSMA. Regulated activities are defined in the Financial Services and MarketsAct 2000 (Regulated Activities) Order 2001, which has been amended over time, for example in April 2014to include certain consumer credit-related activities.

UAE UK is authorised by the FCA to enter into regulated credit agreements as lender and to exercise orhave the right to exercise the lender’s rights and duties under a regulated credit agreement. In carrying onsuch activities, UAE UK is subject to the relevant parts of the FCA Handbook of rules and guidance,including in particular:

• the FCA’s 11 Principles for Businesses (“PRIN”); and

• the Consumer Credit sourcebook (“CONC”).

A further example of the application of FSMA to the Group’s UK regulated businesses – and this applies toall of the Group’s regulated UK entities – is in respect the change in controller regime under section 178 ofFSMA. In summary, if a person (or any person with whom he or she is “acting in concert”) intends toacquire or increase its “control” of UAE UK, Xpress Money or Travelex Europe, it must first notify theFCA. The FCA must then decide whether to approve the acquisition or increase of control within 60working days’ of receipt of this notice (assuming it has been provided with a complete application). TheFCA will not approve any new controller or any increase of control without being satisfied that thecontroller is financially sound and suitable to be a controller of, or acquire increased control of, the UKauthorised person. Acquisition or increase of control without FCA approval is a criminal offence.

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The Payment Services Regulations 2017

The PSRs came into force in phases in the second half of 2017, setting out and governing the provision ofpayment services in the UK in implementation of PSD2. In particular, the PSRs cover authorisation andconduct of business requirements for certain payment service providers, including rules coveringpre-and-post contract information requirements, notice of variation of terms, termination rights andinformation on transactions. Other provisions address authorisation procedures for payments, refunds,liability for unauthorised or incorrect payments, procedure for execution and value dating. Merchants andother payment service users who are not consumers, micro-enterprises (e.g. an enterprise that employs fewerthan ten people and whose annual turnover and/or annual balance sheet total does not exceed EUR 2million) or charities may agree to a ‘corporate opt-out’ from the conduct of business obligations and otherprovisions set out in the PSRs.

As institutions authorised under the PSRs to provide payment services, UAE UK, Xpress Money andTravelex Europe must meet certain conditions. Such conditions include having in place:

• robust governance arrangements for its payment service business, including a clear organisationalstructure with well-defined, transparent and consistent lines of responsibility;

• effective procedures to identify, manage, monitor and report any risks to which it might be exposed;and

• adequate internal control mechanisms, including sound administrative, risk management andaccounting procedures.

UAE UK, Xpress Money and Travelex Europe are also under an initial and ongoing duty to meet certainminimum capital (“own funds”) requirements under the PSRs. Other initial and ongoing requirementsinclude matters relating to:

• each entity’s conduct of affairs;

• fit and proper controllers;

• directors and management of good repute and appropriate knowledge and experience to providepayment services;

• its business plan;

• the measures in place to safeguard payment service users’ funds, which includes the requirement tosegregate customer funds from each entity’s funds, being adequate;

• compliance with, and registration under, the Money Laundering Regulations; and

• any close links with another person are not likely to prevent the FCA’s effective supervision of thefirm.

Electronic Money Regulations 2011

The EMRs implement the Second Electronic Money Directive, and came into force in April 2011. TheEMRs define what is meant by ‘electronic money’ as well setting out the authorisation and conduct ofbusiness requirements for electronic money issuers, including rules covering pre-and-post contractinformation requirements, notice of variation of terms, the safeguarding of customers’ funds, redemption offunds, and termination rights. The payment services-related activities involved in the issuing of electronicmoney are governed by the PSRs.

Travelex Europe is authorised under the EMRs to issue electronic money. The authorisation and ongoingrequirements to which it is subject are the same as those set out in section 2.3.2 above in respect of thePSRs.

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations2017 (“MLRs”) and the Proceeds of Crime Act 2002

The MLRs place administrative requirements on persons carrying on certain types of business in the UK inthe financial services industry to conduct customer due diligence and to keep records to help prevent moneylaundering and fraud. Firms engaging in these types of business must take a risk-based approach in

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establishing procedures to meet the requirements of the MLRs. The FCA Handbook also contains theregulatory requirements for FSMA-authorised firms to take reasonable care to establish and maintaineffective systems and controls for compliance with the MLRs and for countering the risk that the firm mightbe used to further financial crime, as set out in the FCA’s Systems and Controls (“SYSC”) sourcebook.

Such systems and controls must be comprehensive and proportionate to the nature, scale and complexity ofa business’s activities. Further guidance on implementing the MLRs is provided by the Joint MoneyLaundering Steering Group (“JMLSG”) that produces HM Treasury-approved guidance on the identificationof new clients, record keeping and overall governance frameworks. In considering whether a breach of itsrules has occurred, the FCA will take into account compliance with this industry guidance.

The FCA’s expectations for businesses such as UAE UK, Xpress Money and Travelex Europe to complywith their anti-financial crime obligations are set out at Chapter 19 of the FCA Approach Document, andinclude implementing measures such as having appropriate internal policies and procedures for dealing withthe risk of financial crime, as well as complying with industry standards such as those set out in the JMLSGguidance.

The UK money laundering regime is also complemented by the substantive offences in the Proceeds ofCrime Act 2002 on concealing or removing the proceeds of crime from the jurisdiction, arranging for theacquisition or use of the proceeds of crime, possessing or using the proceeds of crime and failing to disclosethe activity of money laundering. Both corporate entities and individual officers can be prosecuted for theseoffences. As the proceeds of crime may derive from conduct occurring in the UK or abroad, if the conductoccurring overseas would have been unlawful had it occurred in the UK, the UK’s anti-money launderingregime will have extra-territorial effect.

1.2 France

Banque Travelex S.A. is authorised and supervised in France as a credit institution and investment servicesprovider.

French Financial Services Regulatory and Supervisory Bodies

French banking and investment services law is mostly set forth in directly applicable EU regulations and inthe French Code monétaire et financier which is mainly derived from EU directives. The French Codemonétaire et financier sets forth the conditions under which credit institutions and investment servicesproviders may operate, and vests related supervisory and regulatory powers in certain financial servicesregulatory and supervisory bodies.

The French Banking Supervisory Authorities

In France, the Autorité de contrôle prudentiel et de résolution (“ACPR”) was created in September 2013 tosupervise financial institutions and insurance firms and be in charge of ensuring the protection of consumersand the stability of the financial system. On 15 October 2013, the European Union adopted Regulation (EU)No 1024/2013 establishing a single supervisory mechanism for credit institutions of the euro-zone andopt-in countries (the “ECB Single Supervisory Mechanism”), which has conferred specific tasks on theEuropean Central Bank (the “ECB”) concerning policies relating to the prudential supervision of creditinstitutions.

Since 4 November 2014, the ECB has fully assumed supervisory tasks and responsibilities within theframework of the ECB Single Supervisory Mechanism, in close cooperation, in France, with the ACPR(each of the ACPR and the ECB is hereinafter referred to as a “Supervisory Banking Authority”).

The ECB is exclusively competent to carry out, for prudential supervisory purposes and in relation to allcredit institutions, regardless of the significance of the credit institution concerned, the authorisation ofcredit institutions and the withdrawal of authorisation of credit institutions and the assessment ofnotifications of the acquisition and disposal of qualifying holdings in credit institutions.

The other supervisory tasks are performed by both the ECB and the ACPR, their respective supervisoryroles and responsibilities being allocated on the basis of the significance of the supervised entities, with theECB directly supervising significant banks while the ACPR is in charge of the supervision of the lesssignificant entities, such as Banque Travelex S.A.

The ACPR is exclusively competent to perform certain supervisory tasks, including notably in the followingareas: client protection, anti-money laundering and combatting the financing of terrorism and investmentservices business.

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Supervisory framework

With respect to the banking and investment services sector, and for the purposes of carrying out the tasksconferred on it, the relevant Supervisory Banking Authority makes individual decisions, grants banking andinvestment firm licenses, and grants specific exemptions as provided in applicable banking regulations. Itsupervises the enforcement of laws and regulations applicable to banks and other credit institutions, as wellas investment firms, and controls their financial standing.

Banks are required to submit periodic (either monthly or quarterly) accounting reports to the relevantSupervisory Banking Authority concerning the principal areas of their activities. The main reports andinformation filed by institutions with the relevant Supervisory Banking Authority include periodicregulatory reports. They include, among other things, the institutions’ accounting and prudential (regulatorycapital) filings, which are usually submitted on a quarterly basis, as well as internal audit reports filed once ayear, all of the documents examined by the institution’s management in its twice-yearly review of thebusiness and operations and the internal audit findings and the key information that relates to the creditinstitution’s risk analysis and monitoring. The relevant Supervisory Banking Authority may also requestadditional information that it deems necessary and may carry out on-site inspections.

The relevant Supervisory Banking Authority may order financial institutions to comply with applicableregulations and to cease conducting activities that may adversely affect the interests of its clients. Therelevant Supervisory Banking Authority may also require a financial institution to take measures tostrengthen or restore its financial situation, improve its management methods and/or adjust its organisationand activities to its development goals. When a financial institution’s solvency or liquidity, or the interestsof its clients are or could be threatened, the relevant Supervisory Banking Authority is entitled to takecertain provisional measures, including: submitting the institution to special monitoring and restricting orprohibiting the conduct of certain activities (including deposit-taking), the making of certain payments, thedisposal of assets, the distribution of dividends to its shareholders, and/or the payment of variablecompensation. The relevant Supervisory Banking Authority may also require credit institutions to maintainregulatory capital and/or liquidity ratios higher than those required under applicable law and submit tospecific liquidity requirements, including restrictions in terms of asset/liability maturities mismatch.

Where regulations have been breached, the relevant Supervisory Banking Authority may imposeadministrative sanctions, which may include warnings, fines, suspension or dismissal of managers andwithdrawal of the bank’s licence, resulting in its winding up. The relevant Supervisory Banking Authorityalso has the power to appoint a temporary administrator to manage provisionally a bank that it deems to bemismanaged. Insolvency proceedings may be initiated against banks or other credit institutions, orinvestment firms only after prior approval of the relevant Supervisory Banking Authority

The Resolution Authority

In France, the ACPR is in charge of implementing measures for the prevention and resolution of bankingcrises, including resolution planning, preparation of resolution decisions and implementation of resolutionplans for credit institutions (such as Banque Travelex S.A.) other than cross-border credit institutions andbanking groups as well as credit institutions and banking groups directly supervised by the ECB.

The Autorité des marchés financiers (“AMF”)

The AMF is in charge of regulating and supervising products and participants in French financial markets inorder to safeguard investments in financial products, ensure that investors receive appropriate information,and maintain orderly financial markets.

With respect to the investment services sector, and for the purposes of carrying out the tasks conferred on it,the AMF makes individual decisions, participates in the granting of investment firm licenses and supervisesthe enforcement of laws and regulations applicable to investment services providers (such as BanqueTravelex S.A.), inasmuch as they provide investment services or engage in investment activities.

Banking Regulations

In France, credit institutions such as Banque Travelex S.A. must comply with the norms of financialmanagement set by the Minister of Economy, the purpose of which is to ensure the creditworthiness andliquidity of French credit institutions. These banking regulations are mainly derived from EU directives and

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regulations. Banking regulations implementing the Basel III reforms were adopted on 26 June 2013:Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to theactivity of credit institutions and the prudential supervision of credit institutions and investment firms (the“CRD IV Directive”) and Regulation (EU) No 575/2013 of the European Parliament and of the Council of26 June 2013 on prudential requirements for credit institutions and investment firms (the “CRD IVRegulation” and together with the CRD IV Directive, “CRD IV”). The CRD IV Regulation (with theexception of some of its provisions, which came into effect at later dates) became directly applicable in allEU member states including France on 1 January 2014. The CRD IV Directive became effective on1 January 2014 (except for capital buffer provisions which became applicable as from 1 January 2016) andwas implemented under French law by the banking reform dated 20 February 2014 (Ordonnance portantdiverses dispositions d’adaptation de la législation au droit de l’Union européenne en matière financière).

Credit institutions such as Banque Travelex S.A. must comply with minimum capital ratio requirements. Inaddition to these requirements, the principal regulations applicable to credit institutions such as BanqueTravelex S.A. concern risk diversification and liquidity, monetary policy, restrictions on equity investmentsand reporting requirements.

Authorisation

Credit institutions such as Banque Travelex S.A. must be authorised by the ECB before they can operate.The application to be authorised must include detailed information regarding the entity, its proposedactivities, its business plan, its controlling shareholders, and those persons who will individually need to beapproved within the entity to carry out “controlled functions” and who must be shown to be fit and proper(“senior managers” and board members).

Before granting its authorisation, the ECB notably assesses whether the entity will have appropriate human,technical, organisational and financial resources, whether the project is economically and prudentiallyviable, the proposed outsourcing arrangements, and the proposed set-up of the entity’s internal control andcompliance systems and policies.

Deposit Guarantees

All credit institutions operating in France are required by law to be a member of the deposit and resolutionguarantee fund (Fonds de garantie des dépôts et de résolution), except branches of European EconomicArea banks that are covered by their home country’s guarantee system.

Domestic customer deposits are covered up to an amount of €100,000 (or in specific circumstances, up to€500,000), in each case per eligible customer and per credit institution.

Internal Control Procedures

French credit institutions are required to establish appropriate internal control systems, including withrespect to risk management and the creation of appropriate audit trails. French credit institutions arerequired to have a system for analysing and measuring risks in order to assess their exposure to credit,market, global interest rate, intermediation, liquidity and operational risks. Such system must set forthcriteria and thresholds allowing the identification of significant incidents revealed by internal controlprocedures. Any fraud generating a gain or loss of a gross amount superior to 0.5 per cent. of the Tier 1capital is deemed significant provided that such amount is greater than €10,000.

With respect to credit risks, each credit institution must have a credit risk selection procedure and a systemfor measuring credit risk that permit, inter alia, centralisation of the institution’s on- and off-balance sheetexposure and for assessing different categories of risk using qualitative and quantitative data. With respectto market risks, each credit institution must have systems for monitoring, among other things, its proprietarytransactions that permit the institution to record on at least a day-to-day basis foreign exchange transactionsand transactions in the trading book, and to measure on at least a day-to-day basis the risks resulting fromtrading positions in accordance with the capital adequacy regulations. The institution must prepare anannual report for review by the institution’s board of directors and the relevant Supervisory BankingAuthority regarding the institution’s internal procedures and the measurement and monitoring of theinstitution’s exposure.

Money Laundering and Sanctions Regimes

In accordance with articles L. 561-2 et seq. of the French Code monétaire et financier French creditinstitutions are required to report to a special government agency (TRACFIN) placed under the authority of

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the French Minister of Economy all amounts registered in their accounts that they suspect come from drugtrafficking or organised crime, from unusual transactions in excess of certain amounts, as well as allamounts and transactions that they suspect to be the result of any offense punishable by a minimumsentence of at least one-year imprisonment or that could participate in the financing of terrorism.

French credit institutions are also required to establish “know your customer” procedures allowingidentification of the customer (as well as the beneficial owner) in any transaction and to have in placesystems for assessing and managing money laundering and terrorism financing risks in accordance with thevarying degree of risk attached to the relevant clients and transactions.

1.3 Australia

The Group’s Australian regulated entities are:

(i) Unimoni Pty Ltd (formerly UAE Exchange Australia Pty Ltd) (ACN 106 948 092)

(ii) XM Services (Australia) Pty Ltd (ACN 152 384 819)

(iii) Travelex Limited (ACN 004 179 953)

Unimoni Pty Ltd (“Unimoni Australia”), XM Services (Australia) Pty Ltd (“XM Services”) and TravelexLimited (“Travelex Australia”) are regulated by the Australian Transaction Reports and Analysis Centre(“AUSTRAC”) as providers of designated remittance services in accordance with the Anti-MoneyLaundering and Counter-Terrorism Financing Act 2006 (Cth) (“AML/CTF Act”). Each entity is separatelyenrolled on the AUSTRAC Reporting Entities Roll and registered on the AUSTRAC Remittance SectorRegister.

Travelex Australia is also regulated as an Australian Financial Services (“AFS”) licensee by the AustralianSecurities and Investments Commission (“ASIC”) under Chapter 7 of the Corporations Act 2001(“Corporations Act”). As an AFS licensee, Travelex Australia is permitted to carry on a financial servicesbusiness in Australia and to provide certain financial services specified under its AFS licence.

Australian regulatory authorities

AUSTRAC

AUSTRAC administers the anti-money laundering and counter-terrorism financing laws in Australia, and isalso the primary regulator of remittance service providers in Australia. The principal anti-money launderingand counter-terrorism financial law in Australia is the AML/CTF Act and its regulations under the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No.1) (Cth) (“AML/CTFRules”).

Each of Unimoni Australia, XM Services and Travelex Australia are regulated by AUSTRAC as reportingentities and providers of designated remittance services in accordance with the AML/CTF Act.

AUSTRAC maintains ongoing oversight of reporting entities. This includes the imposition of any criminalor civil liability against such entities for breach of relevant provisions in the AML/CTF Act. In addition,AUSTRAC has the power to cancel a person’s registration on the Remittance Sector Register (i.e., requirethe person to cease providing registrable designated remittance services) in certain circumstances, such asfollowing one or more breaches by the person of a condition of registration.

ASIC

ASIC is Australia’s regulator for corporations, financial markets, financial services and consumer credit.The principal law governing corporations and the provision of financial services in Australia is theCorporations Act and its regulations under the Corporations Regulations 2001 (Cth).

Each of Unimoni Australia, XM Services and Travelex Australia are proprietary companies that areincorporated in Australia. ASIC primarily administers and ensures compliance by such companies withgeneral companies laws in accordance with the Corporations Act. This role includes, amongst otherresponsibilities of ASIC, the registration, general oversight of the operation and the management andoversight over the voluntary and involuntary winding up (and subsequent deregistration) of proprietarycompanies.

In the context of financial services, ASIC’s role also extends to monitoring and ensuring compliance byAFS licensees and authorised representatives with their respective requirements under the Corporations Act.

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Travelex Australia currently holds an AFS licence (No. 222444). Under that AFS licence, TravelexAustralia is authorised to provide financial product advice and deal in financial products (in respect of basicdeposit products, non-cash payment products, derivatives, foreign exchange contracts and general insuranceproducts) and to make a market for foreign exchange contracts and derivatives. Travelex Australia isauthorised to provide these financial services to both retail and wholesale clients.

Unimoni Australia has been appointed as an authorised representative of MasterCard Prepaid ManagementServices Australia Pty Ltd (ACN 145 452 044, AFS Licence No. 386837) with a sub-authorisation to deal innon-cash payment products (e.g., issuing multi-currency prepaid cards to its clients).

ASIC maintains broad supervisory powers in respect of companies and AFS licensees. These include theimposition of any criminal or civil liability against regulated entities for breaches of relevant provisions inthe Corporations Act. Under certain circumstances, ASIC also has, for example, the power to deregisterproprietary companies, cancel an AFS licence and to issue a banning order which prohibits the person fromproviding any financial services or specified financial services in specified circumstances or capacities.

Department of Foreign Affairs & Trade

The Department of Foreign Affairs & Trade (“DFAT”) is a department of the Federal Government ofAustralia.

DFAT administers Australia’s sanctions regime and may impose criminal liability against persons forbreach of relevant sanctions provisions. The Minister for Foreign Affairs, or the Minister’s delegate, has thepower to authorise specific activity that would otherwise contravene Australia’s sanction regime.

Each of Unimoni Australia, XM Services and Travelex Australia are subject to the Australian sanctionsregime.

Australian regulation

AML/CTF Act

The AML/CTF Act imposes obligations on reporting entities (i.e., persons providing a specified designatedservices and satisfy a geographic link, such as providing such designated services from a place of businessin Australia). AUSTRAC maintains compliance oversight of all reporting entities.

Subject to obtaining an exemption from AUSTRAC, Australian proprietary companies that carry out certainactivities (known as designated services) must enrol with AUSTRAC as reporting entities and comply withcertain requirements (such as AML/CTF reporting obligations) under the AML/CTF Act and AML/CTFRules. Relevantly, remittance and currency exchange services are deemed to be designated services underthe AML/CTF Act, and providers of designated remittance services must separately register on theAUSTRAC Remittance Sector Register. Enrolment must generally be completed before providing adesignated service.

Reporting entities are required to develop and maintain an AML/CTF Program. The purpose of an AML/CTF Program is to specify how the reporting entity will identify, mitigate and manage risk that it mightreasonably face that the provision of designated services at or through a permanent establishment of theentity in Australia might involve or facilitate money laundering or financing of terrorism, and to set outapplicable customer identification procedures for customers of the reporting entity. A number of minimumrequirements in respect of the AML/CTF Program are set out in the AML/CTF Act and the AML/CTFRules.

In addition to developing and maintaining an AML/CTF Program, some other key requirements forreporting entities include compliance with reporting obligations (such as the submission of suspiciousmatters to AUSTRAC) and record-keeping (for example, in respect of applicable customer identificationprocedure).

Corporations Act

The Corporations Act covers regulatory requirements in relation to a broad set of corporate activities, suchas the registration and registration of companies, takeovers, managed investment schemes and financialservices.

In respect of financial services, the Corporations Act requires a person, subject to applicable exemptions, tohold an AFS licence, or be an authorised representative of a person who holds an AFS licence, if they “carryon a financial services business in Australia”. ASIC maintains oversight of the AFS licensing regime.

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The Corporations Act imposes overriding general obligations on AFS licensees, including, for example, therequirement to do all things necessary to ensure that the financial services covered by the relevant AFSlicence are provided efficiently, honestly and fairly. In addition to the general obligations, AFS licensees areotherwise required to comply with certain requirements relevant to the financial services and products thatthey provide to their clients (e.g., disclosure requirements in the form of a Product Disclosure Statement inspecified situations involving the issue of a financial product to a retail client).

Sanctions Laws

The United Nations Act, which implements the United Nations Security Council sanctions, and theAutonomous Sanctions Act establish the sanctions regime in Australia. Both laws are administered byDFAT. These laws impose particular sanctions measures (e.g., undertaking a sanctioned supply orsanctioned import) in respect of specific countries or particular groups of people (e.g., persons who committerrorism).

It is an offence under the United Nations Act for any persons to engage in conduct that would contravene aUnited Nations sanction enforcement law. These enforcement laws are specified by the Minister for ForeignAffairs and must be consistent with a decision of the Security Council under Chapter VII of the Charter ofthe United Nations, and must require Australia to carry out the law under Article 25 of the Charter of theUnited Nations. Contravention of a United Nations sanction enforcement law is punishable by imprisonment(for individuals) or by imposition of a fine (for both individuals and corporations).

The Autonomous Sanctions Act prohibits persons from engaging in conduct that would contravene asanction law. Sanction laws are specified by the Minister for Foreign Affairs by legislative instrument, andinclude autonomous sanctions that have been legislated under the Autonomous Sanctions Regulations.

1.4 Brazil

The Group’s Brazilian regulated entities are:

(i) Travelex Banco de Câmbio S.A.; and

(ii) Confidence Corretora de Câmbio S.A.

Travelex Banco de Câmbio S.A is a “foreign exchange bank” (banco de câmbio) (“Exchange Bank”)Confidence Corretora de Câmbio S.A. is a foreign exchange broker (“Exchange Broker”). Each areauthorised and supervised in Brazil as financial institutions.

Brazilian regulatory authorities

The institutional framework of the Brazilian financial system was established by Law No. 4,595 of31 December 1964, as amended (the “Banking Reform Law”).

National Monetary Council (Conselho Monetário Nacional, or “CMN”)

The Banking Reform Law created the CMN, which is responsible for formulating monetary and creditpolicies aiming at improving the economic and social development of Brazil, as well as issuing generalguidelines for the proper operation of the financial system.

The CMN has the authority, among other things, to coordinate Brazilian budgetary, credit, fiscal, monetaryand internal and external public debt policies, regulate credit transactions of Brazilian financial institutions,guide the application of funds by Brazilian financial institutions, regulate the internal and external value ofthe Brazilian currency (as well as the equilibrium of the balance of payments), issue guidelines and rulesrelated to Brazil’s foreign exchange policy (including the purchase and sale of gold), as well as to regulatethe incorporation, operation and supervising of financial institutions operating in Brazil.

BACEN

BACEN is responsible for implementing the policies and guidelines issued by the CMN, regulatingBrazilian financial institutions and monitoring and regulating foreign investment in Brazil, among otheractivities. All Brazilian financial institutions are required to be authorised to operate by BACEN.

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Brazilian regulation

Financial institutions are comprehensively regulated in Brazil and their activities are, as applicable, subjectto limitations and restrictions and further regulatory requirements (which may vary according to theregulatory segment in which the relevant entity is ranked), relating, for example, to (i) maintenance ofminimum regulatory capital, (ii) internal controls, (iii) anti-money laundering and terrorism prevention,(iv) banking secrecy, (v) corporate governance and related-party transactions, (v) cybersecurity, and(vi) ombudsman. In general, these rules may limit or restrict the offering of credit, concentration of risk,investments, related-party transactions, among others.

Regulatory Capital Requirements and Anti-Money Laundering Requirements

Financial institutions are subject to regulatory capital requirements, as set forth by several specificregulations issued by the CMN and BACEN. For example, and in addition to other specific requirements,Exchange Banks must permanently observe a minimum paid-in capital and net worth (patrimônio líquido)requirement.

Furthermore, such institutions are also subject to several anti-money laundering and terrorism financingprevention requirements. Essentially, said institutions must have a specific policy for such purposes, keepup-to-date records on their customers, record and monitor all transactions entered into, and servicesrendered to, their clients, as well as timely report suspicious transactions or other transactions set forth byapplicable regulations to the Council of Financial Activities Control (Conselho de Controle de AtividadesFinanceiras).

Exchange Broker Restrictions

Exchange Brokers are prohibited from: (i) carrying out transactions that characterize, under anycircumstances, the granting of credit (financings, loans, advances) to their clients, including through theassignment of rights; (ii) acquiring assets not intended for their own use, except in certain very limitedcases; and (iii) contracting loans or financings with financial institutions, except for the acquisition of assetsfor their own use. Additionally, Exchange Brokers may not hold bank accounts abroad.

1.5 Hong Kong

The Group’s Hong Kong regulated entities are:

(i) UAE Exchange Hong Kong Limited

(ii) Travelex Currency Exchange Limited

UAE Exchange Hong Kong Limited and Travelex Currency Exchange Limited are each licensed andregulated by the Hong Kong Commissioner of Customs and Excise (“CCE”) as money service operators(“MSOs”), which allows them to operate a money service (meaning a money changing service and/or aremittance service) in Hong Kong.

Hong Kong regulatory authorities

The Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Cap. 615of the laws of Hong Kong) (as amended, the “AMLO”), came into operation on 1 April 2012, and wasamended as The Anti-Money Laundering and Counter-Terrorist Financing Ordinance in February 2018.Under the AMLO, a person who wishes to operate a money service is required to apply for a licence fromthe CCE, unless an exemption applies. Under the AMLO, the CCE is the relevant authority to regulateMSOs and supervise licensed MSOs’ compliance with customer due diligence and record-keepingobligations and other licensing requirements, as well as combating the unlicensed operation of moneyservices.

Hong Kong regulations

The CCE may grant a licence to a corporate applicant for a licence to operate a money service only if he issatisfied that each director of the corporation is a fit and proper person to be associated with the business ofoperating a money service and, if there is an “ultimate owner” (as defined in section 24 of the AMLO) inrelation to the corporation, the ultimate owner is a fit and proper person to be associated with the business ofoperating a money service.

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In determining whether a person is fit and proper, the CCE must (amongst other things and in addition toany other matter that he considers relevant) have regard to the following:

• whether the person has failed to comply with any requirement imposed under the AMLO or anyregulation made by the CCE;

• whether the person, being an individual, is an undischarged bankrupt or is the subject of anybankruptcy proceedings under the Bankruptcy Ordinance (Cap. 6 of the laws of Hong Kong);

• whether the person, being a corporation, is in the course of being wound-up or where a receiver, orsuch other person having the powers and duties of a receiver, has been appointed in relation to or inrespect of any property of the corporation; and

• whether the person has been convicted of a criminal offence which has a significant and negativebearing on his or her honesty, integrity and reliability.

On granting a licence, the CCE may impose any condition on an MSO that he thinks fit. The validity periodof an MSO licence granted is normally two years and an MSO is required to apply for renewal of the licencenot later than 45 days before the licence is due to expire if it wishes to continue operating a money service.Each business premise of an MSO must be suitable for such use and registered with the CCE.

Once licensed, the directors and ultimate owners of a corporate MSO must remain fit and proper at all times.

An MSO must seek prior approval from the CCE when (amongst other things) there is a person proposing tobecome its director or ultimate owner.

The CCE may revoke or suspend a licence when:

• any director and any ultimate owner of a corporate MSO is no longer a fit and proper person after thegrant of a licence;

• any occupant of the premises revokes his or her written consent previously given for any authorisedofficer to enter for routine inspection; or

• any new occupant of the premises refuses to give such a written consent.

The main pieces of legislation in Hong Kong that are concerned with money laundering, terrorist financing,financing of proliferation of weapons of mass destruction and financial sanctions are the AMLO, the DrugTrafficking (Recovery of Proceeds) Ordinance (Cap. 405 of the laws of Hong Kong), the Organized andSerious Crimes Ordinance (Cap. 455 of the laws of Hong Kong), the United Nations (Anti-TerrorismMeasures) Ordinance (Cap. 575 of the laws of Hong Kong), the United Nations Sanctions Ordinance (Cap.537 of the laws of Hong Kong) and the Weapons of Mass Destruction (Control of Provision of Services)Ordinance (Cap. 526 of the laws of Hong Kong), which all impose responsibilities on UAE Exchange HongKong Limited and Travelex Currency Exchange Limited and their officers and staff.

In particular, the AMLO imposes requirements relating to customer due diligence and record-keeping onMSOs and provides the CCE with the powers to supervise compliance with these requirements and otherrequirements under the AMLO.

The AMLO makes it a criminal offence if an MSO knowingly or with the intent to defraud the CCEcontravenes certain specified provisions of the AMLO. If the MSO knowingly contravenes a specifiedprovision, it is liable to a maximum term of imprisonment of two years and a fine of HK$1 million uponconviction. If the MSO contravenes a specified provision with the intent to defraud the CCE, it is liable to amaximum term of imprisonment of seven years and a fine of HK$1 million upon conviction.

The AMLO also makes it a criminal offence if a person who is an employee of an MSO or is employed towork for an MSO or is concerned in the management of an MSO knowingly or with the intent to defraud theMSO or the CCE causes or permits the MSO to contravene a specified provision in the AMLO. If the personwho is an employee of an MSO or is employed to work for an MSO or is concerned in the management ofan MSO knowingly contravenes a specified provision he is liable to a maximum term of imprisonment oftwo years and a fine of HK$1 million upon conviction. If that person does so with the intent to defraud theMSO or the CCE, he or she is liable to a maximum term of imprisonment of seven years and a fine ofHK$1 million upon conviction.

The CCE may take disciplinary actions against MSOs for any contravention of a specified provision in theAMLO or regulations made by the CCE. The disciplinary actions that can be taken include publiclyreprimanding the MSO, ordering the MSO to take any action for the purpose of remedying the contraventionand ordering the MSO to pay a pecuniary penalty.

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1.6 India

Indian regulatory authorities

RBI

The RBI is the central bank of India, which is responsible for regulating the country’s currency and creditsystems and formulates, implements and monitors the monetary policy of India. The RBI conducts aconsolidated supervision of the financial sector in India, which is made up of commercial banks, financialinstitutions, and non-banking financial companies. The RBI also manages all foreign exchange transactionsin India under the Foreign Exchange Management Act, 1999.

Initiatives adopted by the RBI include restructuring bank inspections, introducing off-site surveillance ofbanks and financial institutions and strengthening the role of auditors.

Regulations relating to NBFCs

The RBI Act, 1934 (“RBI Act”)

The RBI Act defines an NBFC as: (a) a financial institution which is a company; (b) a non-bankinginstitution which is a company and which is in the principal business of receiving deposits, under anyscheme or arrangement or in any other manner, or lending in any manner; or (c) such other non-bankinginstitution or class of such institutions as the RBI may, with the previous approval of the CentralGovernment, and by notification in the official gazette, specify.

In order to commence or carry out the business of a non-banking financial institution, an NBFC has tomandatorily obtain a certificate of registration issued by the RBI and has an initial and ongoing duty to meetcertain minimum capital (“owned fund”) requirements, except wherever otherwise a specific requirement asto owned fund is prescribed by the RBI. Every NBFC is required to create a reserve fund and transferthereto a sum of not less than 20 per cent. of its net profit every year, as disclosed in the profit and lossaccount and before any dividend is declared. No appropriation can be made from such fund by the NBFCexcept for the purposes specified by the RBI from time to time and every such appropriation must bereported to the RBI within 21 days from the date of such withdrawal.

NBFCs are also governed by various directions, circulars and guidelines as issued by the RBI from time totime.

Master Direction – Non-Banking Financial Company – Systemically Important Non-Deposit takingCompany and Deposit taking Company (Reserve Bank) Directions, 2016 dated 1 September 2016 andupdated as of 23 February 2018 (“Master Directions, 2016”)

The Master Directions, 2016 defines NBFC-ND-SI as a non-banking financial company not accepting orholding public deposits and having total assets of INR 5,000 million and above as per its last auditedbalance sheet. Under the Master Directors, 2016, an NBFC-ND-SI must adhere to various requirementsincluding minimum capital requirements, prudential regulations, fair practices, governance matters andnorms for disclosures in its balance sheets.

Capital Requirements: NBFC-ND-SIs are required to maintain a minimum capital ratio consisting of Tier Iand Tier II capital which must not be less than 15 per cent. of its aggregate risk weighted assets on-balancesheet and of risk adjusted value of off-balance sheet items. The Tier I capital at any point of time, cannot beless than ten per cent.

Asset classification: NBFC-ND-SIs are required to classify lease/ hire purchase assets, loans and advancesand other forms of credit into the following classes: (i) Standard asset; (ii) Sub-standard asset; (iii) Doubtfulassets; (iv) Loss assets; and (v) Non-Performing Assets.

Provisioning Requirement: NBFC-ND-SIs are also required to, after taking into account the time lagbetween an account becoming non-performing, its recognition as such, the realization of security and theerosion over time in the value of the security created, make provisions against sub-standard assets, doubtfulassets and loss assets.

Corporate Governance

NBFC-ND-SIs are required to adhere to certain corporate governance norms, including constituting an auditcommittee, a nomination committee, an asset liability management committee and a risk managementcommittee. NBFC-ND-SIs must ensure to put in place a policy (approved by the board of directors) for

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ascertaining the fit and proper criteria of the directors at the time of appointment, and on a continuing basisthereafter. NBFC-ND-SIs are also required to report to the board of directors, at regular intervals, theprogress made in putting in place a progressive risk management system and risk management policy andstrategy, conformity with corporate governance standards such as composition of various committees, theirrole and functions, periodicity of the meetings and compliance with coverage and review functions.NBFC-ND-SIs also have to adhere to certain other norms in connection with disclosure, transparency androtation of partners of their audit firm and frame internal guidelines on corporate governance standardswhich are also disclosed on their website for information of various stakeholders.

Fair practice code

NBFC-ND-SIs that interact with customers must mandatorily adopt guidelines on fair practices to beadhered to while conducting business. The guidelines require that all communications to a borrower must bein a language understood by the borrower or in the local vernacular language. Also, loan application formsmust include necessary information which affects the interest of the borrower, so that a meaningfulcomparison with the terms and conditions offered by other NBFCs can be made and an informed decisioncan be taken by the borrower. NBFC-ND-SIs must also ensure that any changes in interest rates and chargesare effected only prospectively.

In order to regulate charging of excessive interest rates, NBFC-ND-SIs are required to adopt an interest ratemodel. The rate of interest and the approach for gradations of risk and rationale for charging different ratesof interest to different categories of borrowers must be explicitly disclosed to the borrower. NBFC-ND-SIsmust not resort to undue harassment methods (which include persistently bothering the borrowers at oddhours or using physical force) for recovery of loans. NBFC-ND-SIs must also ensure that the staffs areadequately trained to deal with the customers in an appropriate manner. NBFC-ND-SIs are required to laydown an appropriate grievance redressal mechanism within the organisation and display the same atbranches and offices from where business is transacted, along with the name and contact details of thegrievance redressal officer who can be approached for resolution of complaints against the NBFC and alsodisplay the contact details of the RBI Officer who can be contacted if complaints are not resolved by theNBFC within a period of one month.

Anti-Money Laundering

The Prevention of Money Laundering Act, 2002 and Master Direction – Know Your Customer (KYC)Direction, 2016 dated 25 February 2016 (“KYC Directions”)

The Prevention of Money Laundering Act, 2002 (“PMLA”) was enacted to prevent money-laundering andto provide for confiscation of property derived from or involved in, money-laundering and for mattersconnected therewith or incidental thereto. The Government of India under PMLA has issued the Preventionof Money laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure andManner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Recordsof the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules,2005, as amended (“PML Rules”). The PMLA and PML Rules extend to all banking companies andfinancial institutions, including NBFCs. Additionally, the RBI has issued the KYC Directions, under whichall NBFCs are required to follow certain customer identification procedures while undertaking a transactioneither by establishing an account based relationship or otherwise and monitor their transactions. Under theKYC Directions, regulated entities are required to formulate a KYC policy which is duly approved by theboard of directors of such entity or a duly constituted committee thereof. The KYC policy formulated isrequired to include four key elements: (i) customer acceptance policy; (ii) risk management; (iii) customeridentification procedures and (iv) monitoring of transactions. The regulated entities are required to ensurecompliance with KYC policy through specifying as to who constitute ‘senior management’ for the purposeof KYC compliance, specifying allocation of responsibility for effective implementation of policies andprocedures, independent evaluation of the compliance functions of the entity’s policies and procedures,including legal and regulatory requirements, internal audit systems to verify compliance with the KYCDirections/AML policies and procedures and policy and submission of quarterly audit notes and complianceto the audit committee. Further, pursuant to the provisions of PMLA and the KYC Directions, all NBFCshave to appoint a “Designated Director” who will be responsible for ensuring overall compliance as requiredunder the PMLA and KYC Directions, and a Principal Officer, who will be responsible for furnishing/reporting all transactions and sharing of information as required under the law to the Foreign IntelligenceUnit -India and other enforcement agencies.

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Master Direction – Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016 dated 29 September2016 (“Fraud Prevention Directions”)

NBFC-ND-SIs are required to put in place a reporting system for recording frauds, without any delay. Inorder to maintain uniformity in reporting frauds, the Fraud Prevention Directions prescribe the manner ofclassification of frauds. Reports must be made to various bodies like the board, the audit committee, the RBIand the police authorities, depending on the amount involved. The board of directors of NBFC-ND-SIs arealso required to conduct a quarterly and annual review of all frauds cases.

Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016 dated29 September 2016 (“NBFC Returns Directions”)

As per the NBFC Returns Directions, all NBFCs are required to put in place a reporting system for filingvarious returns within a prescribed timeframe. The returns required to be filed by NBFC-ND-SIs relate tointer alia, financial parameters, prudential norms compliance, asset liability management, branchinformation, requirement to hold certificate of registration as an NBFC and compliance with FDI norms.

Regulations relating to Money Changing Activities and Money Transfer Services

The RBI authorises persons designated as authorised persons to deal in foreign exchange as, inter alia, anAuthorised Dealer or a money changer. Authorised Money Changers (also called Full Fledged MoneyChangers), Authorised Dealer Category I Banks and Authorised Dealers Category II (“AD Category II”)entities are permitted to carry out specified foreign exchange transactions with their customers/ constituents.AD Category II entities can also appoint franchisees to undertake purchase of foreign exchange fromresidents and non-residents. The RBI has issued the Master Direction – Money Changing Activities dated1 January 2016 (“Master Directions for Money Changing”) which consolidates all directions in relation tothe authorization, functioning of AD Category II entities and their franchisees as well as the conduct offoreign exchange transactions with their customers/constituents. The Master Directions for MoneyChanging also stipulate certain entry requirements for entities obtaining the AD Category II license whichinclude having a minimum net owned fund of INR 2.5 million for a single branch and INR 5 million for anentity having multiple branches.

The RBI Master Direction – Money Transfer Service Scheme dated 22 February 2017 (“Master Directionsfor Money Transfer Services”) consolidates all directions in relation to the money transfer services relatingto transfer of personal remittances from abroad to beneficiaries in India. The Master Directions for MoneyTransfer Services allows only inward personal remittances into India such as remittances towards familymaintenance and remittances favouring foreign tourists visiting India and does not provide for any outwardremittances from India.

Regulations relating to corporate agency for insurance distribution

The IRDAI (Registration of Corporate Agents) Regulations, 2015 (“IRDAI Corporate Agent Regulations”)governs the registration of corporate agents for the purpose of soliciting, procuring and servicing ofinsurance business of life insurers, general insurers and health insurers. In addition to the eligibilityconditions like minimum capital requirements, the IRDAI Corporate Agent Regulations also stipulate aCode of Conduct for corporate agents. The registration under the IRDAI Corporate Agent Regulations isvalid for a period of three years from the date of issue, unless suspended or cancelled.

1.7 Japan

The Group’s Japan regulated entities are:

(i) Unimoni KK (formerly known as UAE Exchange Japan KK) (Kanto Local Finance Bureau (FTSP)No. 00031)

(ii) Travelex Japan KK (Kanto Local Finance Bureau (FTSP) No. 00001)

Each of Unimoni KK and Travelex Japan KK (“Travelex Japan”) have registered as a Funds TransferService Provider (“FTSP”) under the Payment Service Act (Act No. 59 of 2009, as amended; “PSA”) toprovide money remittance services.

Japanese regulatory authorities

Financial Services Agency of Japan (“JFSA”) and Kanto Local Finance Bureau (“KLFB”)

Each of Unimoni KK and Travelex Japan are regulated by the JFSA and the KLFB.

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The principal regulator that exercises oversight of FTSPs in Japan is the JFSA, whose authority to superviseregistered FTSPs is delegated by the Prime Minister. The JFSA covers planning and policymakingconcerning the financial system, inspection and supervision of persons who conduct any of moneyremittance transactions, requests FTSPs to submit reports or materials concerning its business affairs,provide necessary guidance and issue a correction order to FTSPs.

The JFSA delegates powers relating to FTSP registration matters and inspection of FTSPs to relevant localfinance bureaux (“LFB”). As the head office of each Unimoni KK and Travelex Japan are located in Tokyo,KLFB is competent LFB, KLFB accepts and processes registration materials, conducts surveillanceregarding certain disclosure regulations, conducts on-site inspections of FTSPs.

Ministry of Finance (“MOF”)

While no licence is required for Money Service Businesses (“MSBs”) to operate in Japan, larger MSBs (i.e.the monthly total of amounts pertaining thereto exceeds JPY 1 million must register with the and providemandatory reports for AML purposes. The MOF regulates MSBs and carries out inspections for AMLpurposes.

Japan Regulation

PSA

PSA is the primary legislation governing the operation of regulated money remittance services in Japan.PSA permits companies that are not licensed Banks to engage in the business of money remittancetransactions in Japan provided that: (i) they are registered as FTSP; and (ii) they are able to engage inservices to the extent that such transactions fall under the category of a small amount of transactions. “Asmall amount of transactions” means money remittance transactions in an amount not more than an amountequivalent to one million yen per transaction.

As registered FTSPs to provide payment services, Unimoni KK and Travelex Japan must meet certainconditions. Such conditions include having in place:

• robust governance arrangements for its money remittance service business, including a clearorganisational structure with well-defined, transparent and consistent lines of responsibility;

• effective procedures to identify, manage, monitor and report any risks to which it might be exposed;and

• adequate internal control mechanisms, including sound administrative, risk management andaccounting procedures.

Registered FTSPs must have sufficient financial standing to conduct money remittance servicesappropriately and properly; however, there are no express standards as to this requirement (e.g., capitalrequirements or net assets requirements), Unimoni KK and Travelex Japan are also under an initial andongoing duties under PSA as follows:

• directors and management of good repute and appropriate knowledge and experience to provide moneyremittance services;

• the measures in place to safeguard money remittance service users’ funds, which includes therequirement to secure its assets in an amount not less than the greater of (i) JPY 10 million; or (ii) theaggregate of (a) all funds transmitted by such FTSP during prescribed calculation period; and(b) certain other costs which are likely to be incurred by customers in seeking refunds of the amountprescribed in (a) above;

• the measures in place to ensure the safe management of information relating to its money remittancebusiness;

• the supervisory measures to ensure proper and appropriate operation of money remittance services byoutsourcing companies in cases where the FTSP uses such outsourcing companies:

• compliance with, and registration under, the money laundering regulations; and

• obligation to prepare and preserve the books and records relating to its money remittance services andto submit to the JFSA (i) an annual business report; (ii) a periodic report on its asset security obligationas described above.

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The Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended; “FIFTA”)

FIFTA requires FTSPs to confirm that its money remittance transactions do not fall under the “restrictionson payment” which are not subject to permission requirements. “Restrictions on payment” includes trade-related payment or the use of fund concerning North Korea, Iran or Russia.

Further, FEFTA provides that when conducting a foreign exchange transaction (excluding those pertainingto small payments (less than JPY 100,000)), FTSPs are required to confirm customer identification data bymeans of a driver’s licence or other means specified by the ordinance of MOF and to prepare a record of theidentification data immediately and retain the record for seven years. Customer identification data to beconfirmed by FTSPs include name, domicile or residence and date of birth for a natural person, andcorporate name and location of the principal office for an entity. Confirmation of identification data of thenatural person who is in charge of the transaction is also required for an entity.

FTSPs need to submit a report on cross-border payments and foreign exchange operations to MOF.

The Act on Prevention of Transfer of Criminal Proceeds of Japan (Act No. 22 of 2007, as amended;“Criminal Proceeds Act”)

The Criminal Proceeds Act requires that when FTSPs carry out money remittance transactions on acontinuous basis with its customers and/or MSBs (exceeding JPY 2 million), it is required to conductcustomer due diligence (“CDD”) when establishing business relationships. FTSPs are required to verify(i) customer identification data such as the name, domicile and date of birth documents; (ii) purpose ofconducting the transaction; (iii) occupation (in case of natural person), and contents of business (in case ofjuridical person); and (iv) identification data on substantial controller (in case of juridical person) meaningthe person who have substantial control of the business (e.g. having more than 25 per cent. of voting rights).In cases where a transaction involves a transfer of property of a value exceeding JPY 2 million, FTSPs arerequired to check customer’s status of the property and income.

FTSPs shall conduct Enhances CDD if (i) a party of transaction is suspected of pretending to be a customer;(ii) a customer is suspected to have given false information when the verification at the time of transactionwas conducted; (iii) a customer resides or is located in the state or area in which a system for the preventionof the transfer of criminal proceeds is deemed to be not sufficiently prepared (i.e., customer who resides oris located in Iran or North Korea); or (iv) customers are politically exposed persons.

When concluding a correspondent banking contract under which money remittance transactions with aforeign fund transfer service provider are conducted continuously or repeatedly, FTSPs who conduct moneyremittance transactions on a regular basis are required to verify that the foreign fund transfer serviceprovider has developed a system necessary for appropriately implementing a measure equivalent toverification at the time of transactions. If a FTSP is aware that the potential foreign counterpart has notimplemented such measures, then the FTSP may not enter into business with such a counterpart.

FTSPs need to prepare and maintain the records in relation to CDD. Namely, FTSP has a duty to prepareand preserve records of the verified information collected at the stage of transaction and the measures takento verify the customer for seven years from the day the transaction was terminated. Furthermore, FTSP alsoneed to prepare and preserve the transaction records for seven years from the date of transaction.

If money/property accepted from a customer is suspected to have been criminal proceeds or the customer issuspected of committing a certain crime under the relevant anti money laundering acts, FTSPs shallpromptly report the transaction to JFSA.

JFSA Guidelines for Anti-Money Laundering and Combating the Financing of Terrorism (“AML/CFTGuidelines”)

JFSA considers that even a single financial institution with deficiencies in anti-money laundering measuresmay have significant impacts on the whole financial system, thus the JFSA has been urging the financialindustry to step up measures (e.g. use a risk-based approach) to detect suspicious transactions. Further, theAML/CFT Guidelines emphasize that global financial conglomerate should be required to implement group-wide AML/CFT programmes which include policies and procedures for sharing information within thegroup required for the purposes of customer due diligence and AML/CFT risk management and should besupervised at a group level by competent authorities. Such group-wide AML/CFT programmes should beapplicable to all branches and majority-owned subsidiaries of the financial group.

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The Act on Submission of Statement of Overseas Wire Transfers for Purpose of Securing Proper DomesticTaxation (Act No. 110 of 1997; “Overseas Wire Transfer Statement Act”)

Overseas Wire Transfer Statement Act will, unless otherwise certain exemptions apply, require anycustomer that makes a payment directed outside Japan or receives a payment from outside Japan throughmoney remittance service to submit a notification to the relevant FTSP. In such case, the FTSP will berequired to confirm in a prescribed manner the customer’s name and address set forth in such notification.

1.8 Netherlands

The Group’s regulated entity in the Netherlands is Travelex N.V.

Travelex N.V. holds a licence as a payment institution under Article 2:3a of the Dutch Financial SupervisionAct (Wet op het financieel toezicht, “FSA”). Travelex N.V. is authorised to execute payment transactions,issue and accept payment instruments and provide money remittance services under this licence. In addition,Travelex N.V. holds a licence as a financial service provider under Article 2:75 of the FSA. Under thislicence, Travelex N.V. is authorised to advise on payment accounts, electronic money and savings accounts.

Dutch regulatory authorities

DNB

Travelex N.V. is licensed and regulated by the DNB.

DNB is charged with prudential supervision regarding all Dutch financial undertakings (excludingsignificant banks). Furthermore, DNB is the primary supervisor for inter alia Dutch payment institutions,credit institutions, insurance companies and pension funds.

The DNB is responsible for anti-money laundering and sanctions supervision for financial institutions forwhich it is the primary supervisor and can take administrative measures for non-compliance, includingimposing a cease and desist order or an administrative fine.

AFM

Travelex N.V. is licensed and regulated by the Authority for the Financial Markets (Autoriteit FinanciëleMarkten, “AFM”).

The AFM is charged with conduct of business supervision with regard to all Dutch financial undertakings.Further, the AFM is the primary supervisor for inter alia financial service providers, investment firms,trading platforms, and managers of alternative investment funds or undertakings for the collectiveinvestment in transferable securities.

The AFM is responsible for anti-money laundering and sanctions supervision for financial institutions forwhich it is the primary supervisor and can take administrative measures for non-compliance, includingimposing a cease and desist order or an administrative fine.

Kifid

Travelex N.V. is affiliated to the Klachteninstituut Financiële Dienstverlening (“Kifid”). Kifid is theindependent complaints institution for consumers and small and medium sized enterprises. Eligiblecomplainants may only submit their complaints to Kifid after the internal complaints procedure of TravelexN.V. has been followed. Kifid may provide binding advice to a financial undertaking. Travelex N.V. hascommitted itself to following up such binding advice.

Dutch regulations

Dutch financial regulatory law is mostly set forth in directly applicable EU regulations and in the FSA andthe rules promulgated thereunder, which is mainly derived from EU directives, including PSD2. The FSAinter alia sets forth applicable licensing requirements the conditions under which payment institutions andfinancial service providers may operate, and vests related supervisory and regulatory powers in certainfinancial services regulatory and supervisory bodies.

The Anti-Money Laundering and Prevention of Terrorism Financing Act (Wet ter voorkoming vanwitwassen en financieren van terrorisme, “AML Act”) sets out the requirements applicable to financial

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institutions such as Travelex N.V. Under the AML Act, financial institutions are inter alia required toperform customer due diligence and to report any unusual transactions to the Dutch Financial IntelligenceUnit. A financial institution must ensure that its employees are familiar with the provisions of the AML Actand that they receive training in order to enable them to recognise unusual transactions.

The Dutch legal framework regarding sanctions is based on the Dutch Sanctions Act 1977 (Sanctiewet1977), which imposes requirements on financial enterprises, including payment institutions, regarding theiradministrative organisation and internal control, which includes a reporting obligation.

1.9 UAE

In the UAE, the Group is regulated by the UAE Central Bank in respect of its operations in the UAE(excluding any financial free zone located therein) and the Abu Dhabi Global Market’s Financial ServicesRegulatory Authority (in respect of activities conducted in the Abu Dhabi Global Market). The Group’sUAE regulated entities are:

(i) Travelex Emirates Exchange LLC

(ii) UAE Exchange Centre LLC

(iii) Xpress Money Services Limited

Travelex Emirates Exchange LLC and UAE Exchange Centre LLC are licensed by the UAE Central Bank toprovide certain regulated activity comprising “exchange business” in the UAE and Xpress Money ServicesLimited is licensed by Abu Dhabi Global Market’s Financial Services Regulatory Authority.

UAE regulatory authorities

UAE Central Bank

Each of UAE Exchange Centre LLC and Travelex Emirates Exchange LLC is authorised and regulated bythe UAE Central Bank.

Banking and financial institutions established or operating in the UAE are subject to supervision andregulation by the competent federal authorities – principally the UAE Central Bank, the competent localcorporate authority in the emirate in which they operate and, depending on the precise nature of theactivities which they conduct, the Securities and Commodities Authority. The UAE Central Bank wasestablished in 1980 pursuant to Federal Law No. 10 of 1980 concerning the Central Bank, the monetarysystem and organisation of banking (such law has recently been annulled by UAE Federal Law No. 14 of2018 regarding the Central Bank and organisation of financial institutions and activities (the “Central BankLaw”)). The UAE Central Bank’s primary roles are to formulate and implement monetary and credit policy,ensure the stability of the national currency, licence and regulate financial activities, ensure consumerprotection for customers of licensed financial institutions and regulate and maintain the soundness of thefinancial infrastructure in the UAE.

The UAE Central Bank also provides prudential supervision of financial institutions and anti-moneylaundering controls in the UAE.

UAE regulations

Central Bank Law

The Central Bank Law is the primary legislation governing the licensing and supervision of regulatedfinancial services in the UAE. The Central Bank Law annulled Federal Law No. 10 of 1980, however allexisting UAE Central Bank regulations, decisions and circulars issue in accordance with the provisions ofFederal Law No 10 of 1980 shall remain in force until replaced by the UAE Central Bank prior to the expiryof a three-year transitional period from the entry into force of the Central Bank Law.

The Central Bank Law prohibits any entity from carrying on certain financial services in or from within theUAE without first obtaining a licence from the UAE Central Bank. Such regulated activities are set out inArticle 65 of the Central Bank law and include the activity of “providing currency exchange and moneytransfer services” previously referred to in UAE Central Bank regulations as “exchange business”.

In addition to imposing regular reporting requirements, the UAE Central Bank has wide regulatory oversightand powers to effectively regulate and investigate entities within its jurisdictions including the ability to

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require any regulated financial institution to provide it with reports, information and statements which itdetermines are necessary in order for the UAE Central Bank to achieve its objectives and to discharge itsregulatory functions.

UAE Central Bank Exchange Business Rules

“Exchange business” is currently regulated by the UAE Central Bank under the UAE Central BankExchange Business Rules. Exchange business includes:

(a) dealing in the sale and purchase of foreign currencies and travellers’ cheques; and

(b) executing remittance operations in local and foreign currencies;

Travelex Emirates Exchange LLC and UAE Exchange Centre LLC are licensed to conduct such activites bythe UAE Central Bank.

The Regulations cover both licensing conditions as well as on-going conduct of business requirements forentities engaging in “exchange business”.

In order for an entity to obtain a licence to conduct “exchange business” under the Regulations it must:

• have minimum paid up capital of between AED 2 million to AED 50 million depending on the precisescope of the exchange business, its territorial reach and the corporate nature of the applicant;

• if a corporate person, have not less than 60 per cent. of its total paid up capital held by UAE citizens.

Licences granted by the UAE Central Bank are granted for a period of one year and are renewable annually(such renewal application must be submitted not less than two months before the expiry date of the currentlicence).

An entity licensed to provide “exchange business” must comply with certain on-going obligations such asensuring that:

• total assets do not exceed ten times paid up capital;

• the minimum paid up capital as set out above;

• the management of the entity is conducted but fit and proper personnel, approved by the UAE CentralBank;

• no other (non-exchange) business is conducted in the same premises;

• a special account is opened designated for depositing remittance funds only prior to execution ofremittance and that such account shall not be used for any other purpose and must be audited on amonthly basis;

In addition, under the Regulations, any of the following actions in respect of or involving a licenced entityrequire the UAE Central Bank’s prior approval:

• a change to legal status, ownership, capital or premises;

• a merger or amalgamation or joint venture with any person or entity;

• establishing branches; or

• creating security interests or encumbrances over any assets.

Abu Dhabi Global Market (“ADGM”)

In the Abu Dhabi Global Market (the “ADGM”), a financial centre in the UAE, the Group is regulated bythe Financial Services Regulatory Authority (the “FSRA”). The Group’s ADGM regulated entities is XpressMoney Services Limited.

Xpress Money Services Limited is licenced by the FSRA as an “Authorised Person” to conduct theregulated activity of “providing”. However it is not permitted to deal with retail clients. The provision ofmoney services is regulated in the ADGM under the Financial Services and Markets Regulations 2015.

ADGM regulatory authorities

Financial Services Regulatory Authority

Xpress Money Services Limited is authorised and regulated by the FSRA to provide money services.

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The FSRA imposes requirements on regulated firms through a combination of 12 Principles for AuthorisedPersons with which firms must comply, as well as through a more detailed rulebook.

The FSRA is the competent authority to authorise, register and regulate entities undertaking “regulatedactivities” in the ADGM and has monitoring and enforcement powers. Authorised persons are required toprovide periodic information to the FSRA and the FSRA also has wide supervisory powers and is able torequire regulate reports or ad hoc information from firms operating under their supervision.

The FSRA also provides prudential supervision of regulated entities and anti-money laundering controls inthe ADGM.

ADGM regulations

Financial Services and Markets Regulations 2015 (“FSMR”)

The FSMR is the primary legislation governing the operation of regulated financial services in the ADGM.It prohibits any person from carrying on a “regulated activity” by way of business in the ADGM unless thatperson is authorised or exempt. Regulated activities are defined in Schedule 1 of the FSMR and include theprovision of money services.

Providing money services is defined as:

(a) providing currency exchange;

(b) selling or issuing payment instruments;

(c) selling or issuing stored value; or

(d) receiving money or monetary value for transmission, including electronic transmission, to a locationwithin or outside the ADGM.

Anti-Money Laundering and Sanctions Rules and Guidance (AML)

The FSRA’s rulebook place administrative requirements on authorised persons in the ADGM to conductcustomer due diligence and to keep records to help prevent money laundering and fraud. The FSRA requiresfirms to take a risk-based approach in establishing procedures to meet the requirements of the AMLrulebook.

The FSRA Handbook also contains the regulatory requirements for authorised persons to establish andmaintain effective, policies, procedures, systems and controls for compliance with applicable anti-moneylaundering laws and for countering the risk of facilitating financial crime. Such systems and controls mustbe comprehensive and proportionate to the nature, scale and complexity of a business’s activities.

1.10 United States

The Group’s U.S. regulated entity is Travelex Currency Services Inc., which is subject to various U.S.federal and state laws and regulations governing money transmission, check cashing and the issuance andsale of payment instruments. It is also subject to financial services regulations, consumer protection laws,currency control regulations, escheatment laws, privacy and data protection laws and anti-bribery laws.

Money Transmission Regulation.

Travelex Currency Services Inc is registered as a Money Services Business with the Financial CrimesEnforcement Network (“FinCEN”) and has obtained licenses to operate as a money transmitter (or itsequivalent), check casher and/or payment instrument issuer (“money transmitter license”) in such states andU.S. territories where licenses are required to provide its services. These licenses also allow TravelexCurrency Services Inc. (a “Licensee”) to engage in the activities of a currency exchanger. As a licensedmoney transmitter, a Licensee is subject to restrictions with respect to the investment of customer funds,reporting requirements, bonding requirements, and inspection by state regulatory agencies of itself and itsagents. These payments laws and regulations also cover matters such as government approval of controllingshareholders and senior management of a Licensee, regulatory approval of agents and in some instancestheir locations, and consumer disclosures, and require a Licensee to demonstrate and maintain certain networth levels. Accordingly, if a Licensee or its agents violate these laws or regulations, the Group could besubject to liability and/or additional restrictions, forced to cease doing business with residents of certainstates, forced to change the Group’s business practices, or required to obtain additional licenses orregulatory approvals.

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Consumer Financial Protection Bureau

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) increases theregulation and oversight of the financial services industry. The Dodd-Frank Act addresses, among otherthings, systemic risk, capital adequacy, deposit insurance assessments, consumer financial protection,interchange fees, derivatives, lending limits, thrift charters and changes among the bank regulatory agencies.The Dodd-Frank Act requires enforcement by various governmental agencies, including the ConsumerFinancial Protection Bureau (“CFPB”). Travelex Currency Services Inc. is subject to supervision by theCFPB and is required to provide additional consumer information and disclosures, adopt error resolutionstandards and adjust refund procedures for international transactions originating in the United States in amanner consistent with the Remittance Transfer Rule (a rule issued by the CFPB pursuant to the Dodd-Frank Act). In addition, the CFPB may adopt other regulations governing consumer financial services,including regulations defining unfair, deceptive, or abusive acts or practices, and new model disclosures.The Group could be subject to fines or other penalties if the Group is found to have violated the Dodd-FrankAct’s prohibition against unfair, deceptive or abusive acts or practices. The CFPB’s authority to changeregulations adopted in the past by other regulators could increase the Group’s compliance costs andlitigation exposure. The Group may also be liable for failure of Travelex Currency Services Inc’s agents tocomply with the Dodd-Frank Act.

Anti-Money Laundering and Counter-Terrorist Financing.

Many of the Group’s activities are subject to AML laws and regulations in the United States, as well as lawsdesigned to prevent the use of the financial systems to facilitate terrorist activities. The Group’s AMLprogram is designed to prevent the Group’s payment network from being used to facilitate moneylaundering, terrorist financing, and other illicit activities, or to do business in countries or with persons andentities included on designated country or person lists promulgated by the OFAC and equivalent authoritiesin other countries. Travelex Currency Services Inc. is considered a Money Services Business in the UnitedStates under the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001. As such, it is subject toreporting, recordkeeping and anti-money laundering provisions in the United States as well as many otherjurisdictions.

Data Protection and Information Security

Aspects of operations or business are subject to privacy and data protection regulation in the United States.In the United States, the Group is subject to privacy information safeguarding requirements under theGramm-Leach-Bliley Act that require the maintenance of a written, comprehensive information securityprogram, as well as similar state law requirements. The interpretation and application of these privacy anddata protection laws in the United States is often uncertain and in a state of flux. In addition, federal andstate agencies have begun to propose and enact cybersecurity and privacy regulations, such as theCybersecurity Requirements for Financial Services Companies issued by the New York State Department ofFinancial Services in 2017 and the California Consumer Privacy Act passed by the California legislature in2018.

Anti-Corruption

The Group is subject to applicable anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, andsimilar anti-corruption laws in the jurisdictions in which the Group operates. Anti-corruption laws generallyprohibit offering, promising, giving, accepting, or authorising others to provide anything of value, eitherdirectly or indirectly, to or from a government official or private party in order to influence official action orotherwise gain an unfair business advantage, such as to obtain or retain business.

Unclaimed Property Laws

Travelex Currency Services Inc. is subject to unclaimed property laws in the United States and its agentsmay be subject to unclaimed property laws in some jurisdictions. These laws may require TravelexCurrency Services Inc. or its agents, as applicable, to turn over to certain government authorities theproperty of others held by Travelex Currency Services Inc. that has been unclaimed for a specified period oftime, such as unpaid money transfers.

Additional Regulatory Developments

Various regulatory agencies continue to examine a wide variety of issues, including virtual currencies,identity theft, account management guidelines, privacy, disclosure rules, cybersecurity, and marketing thatmay impact the Group’s business.

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1.11 Regulatory Authorities

In addition to the countries above, the Group is also directly licensed or regulated by the followingauthorities:

Primary Regulatory Body

Bahrain . . . . . . . . . . . . . . . . . . . . . . . Central Bank of BahrainBangladesh . . . . . . . . . . . . . . . . . . . . Reserve Bank of BangladeshBelgium . . . . . . . . . . . . . . . . . . . . . . . National Bank of Belgium (NBB)Botswana . . . . . . . . . . . . . . . . . . . . . . Bank of BotswanaCanada . . . . . . . . . . . . . . . . . . . . . . . . Financial Transactions and Reports Analysis Centre of

CanadaChina . . . . . . . . . . . . . . . . . . . . . . . . . State Administration of Foreign Exchange (SAFE)Czech Republic . . . . . . . . . . . . . . . . . Czech National BankFiji . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve Bank of FijiGermany . . . . . . . . . . . . . . . . . . . . . . Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)Guam . . . . . . . . . . . . . . . . . . . . . . . . . Guam Department of Revenue & TaxationIndonesia . . . . . . . . . . . . . . . . . . . . . . Capital Investment Coordination BoardIreland . . . . . . . . . . . . . . . . . . . . . . . . Central Bank of IrelandItaly . . . . . . . . . . . . . . . . . . . . . . . . . . Organismo degli agenti e dei mediatori (OAM)Jordan . . . . . . . . . . . . . . . . . . . . . . . . Central Bank of JordanKenya . . . . . . . . . . . . . . . . . . . . . . . . Central Bank of KenyaKuwait . . . . . . . . . . . . . . . . . . . . . . . . Central Bank of KuwaitMalaysia . . . . . . . . . . . . . . . . . . . . . . Bank Negara MalaysiaNew Zealand . . . . . . . . . . . . . . . . . . . Department of Internal Affairs, Reserve Bank of New ZealandNigeria . . . . . . . . . . . . . . . . . . . . . . . Central Bank of NigeriaOman . . . . . . . . . . . . . . . . . . . . . . . . . Central Bank of OmanPanama . . . . . . . . . . . . . . . . . . . . . . . Ministerio de Comercio e Industrias – Direccion General de

Comercio InteriorPhilippines . . . . . . . . . . . . . . . . . . . . Bangko Sentral Ng Pilipinas and the Securities and Exchange

CommissionPuerto Rico . . . . . . . . . . . . . . . . . . . . Puerto Rico Office of the Commissioner of Financial

InstitutionsQatar . . . . . . . . . . . . . . . . . . . . . . . . . Qatar Central BankRwanda . . . . . . . . . . . . . . . . . . . . . . . National Bank of RwandaSeychelles . . . . . . . . . . . . . . . . . . . . . Central Bank of SeychellesSingapore . . . . . . . . . . . . . . . . . . . . . Monetary Authority of Singapore (MAS)South Africa . . . . . . . . . . . . . . . . . . . South African Reserve BankSri Lanka . . . . . . . . . . . . . . . . . . . . . . Central Bank of Sri Lanka – Department of Exchange ControlSwitzerland . . . . . . . . . . . . . . . . . . . . PolyReg General Self-Regulatory OrganisationThailand . . . . . . . . . . . . . . . . . . . . . . Bank of ThailandTurkey . . . . . . . . . . . . . . . . . . . . . . . . Ministry of Treasury and Finance, Undersecretariat of

Treasury, Directorate General of CustomsUganda . . . . . . . . . . . . . . . . . . . . . . . Bank of UgandaZambia . . . . . . . . . . . . . . . . . . . . . . . Bank of Zambia

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PART VIIDIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

Directors

The following table lists the names, ages, positions and dates of appointment of the Directors:

Name Age Position Date appointed

Dr Bavaguthu Raghuram Shetty . . . . 76 Founder, Co-Chairmanand Non-Executive Director

26 July 2018

Michael Tomalin . . . . . . . . . . . . . . . . 71 Co-Chairman andIndependent Non-ExecutiveDirector

1 April 2019

Robert Douglas Dowie . . . . . . . . . . . 77 Senior IndependentNon-Executive Director

1 April 2019

Julian Wynter . . . . . . . . . . . . . . . . . . . 65 Independent Non-ExecutiveDirector

1 April 2019

Abdulrahman Basaddiq . . . . . . . . . . . 70 Non-Executive Director 1 April 2019Binay Shetty . . . . . . . . . . . . . . . . . . . . 35 Executive Director 26 July 2018Promoth Manghat . . . . . . . . . . . . . . . 41 Group Chief Executive

Officer26 July 2018

Dr Bavaguthu Raghuram Shetty – Founder, Co-Chairman and Non-Executive Director

Dr Bavaguthu Raghuram Shetty is the founder of Finablr and one of the leading business icons in the MiddleEast. He was listed among Forbes’ Top 2 Indian business leaders in the Arab world in 2018. Dr Shetty is aself-made entrepreneur with over 39 years of experience building and scaling global businesses across thehealthcare, financial services, pharmaceuticals, education, FMCG and hospitality sectors.

Dr Shetty is the founder of NMC Health PLC. He currently serves as Joint Non-Executive Chairman of NMCHealth PLC, which is listed on the London Stock Exchange, included as a part of the coveted Financial TimesStock Exchange 100 Index and inducted into the prestigious MSCI World Index.

A passionate advocate of corporate social responsibility, Dr Shetty is a signatory to “The Giving Pledge,” aglobal philanthropy initiative, committing to donate half his wealth to charity. His business accomplishments andexceptional social work have earned him the “Order of Abu Dhabi”, the highest civilian honor bestowed by theGovernment of Abu Dhabi. He is a recipient of the prestigious Padma Shri award, one of the highest civilianhonors from the Government of India for his outstanding achievements and contributions to business and trade.Additionally, the then President of India, the late Dr APJ Abdul Kalam conferred upon him the Pravasi BharatiyaSamman Award for his outstanding contribution towards the betterment of the Non-Resident Indian community.Dr Shetty was conferred with a Doctorate by Georgia State University, Atlanta, USA and Honorary Doctoratefrom Middlesex University Dubai. He is also a member of the International Advisory Board of Boston Universityin the United States.

Michael Tomalin – Co-Chairman and Independent Non-Executive Director

Michael Tomalin, C.M.G., O.B.E., has served as the Group Chief Executive and a Non-executive Director of theNational Bank of Abu Dhabi. Michael worked at N.M. Rothschild as an investment adviser and had a 24-yeartenure with the Barclays Group including heading their global private banking division and serving as countrymanager in Japan. He is also an Advisory Council member for PricewaterhouseCoopers in London and anadviser to the Abdul Lateef Jameel Group in Saudi Arabia.

Michael has degrees in economics and international relations and attended Harvard University’s seniormanagement programme. In addition, he was awarded an honorary doctorate in banking and finance from the IFSSchool of Finance, London.

Robert Douglas Dowie – Senior Independent Non-Executive Director

Robert Douglas Dowie is currently an Independent Non-Executive Director of Invest Bank in Sharjah and anIndependent Non-Executive member of the Board Risk Committee of Commercial Bank International in Dubai.

In the past, he has served as an Independent Non-Executive Director and Chairman of the Risk Committee forEmirates N.B.D. in Egypt, Chairman and Independent Non-Executive Director of the British Arab CommercialBank in London and as an Independent Non-Executive Director and Chairman of the Audit and Risk Committeefor the Dubai Properties Group. He is also a Fellow of the Chartered Banker Institute in Scotland.

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Julian Wynter – Independent Non-Executive Director

Julian Wynter has served as the CEO of the UAE Branch of Standard Chartered Bank, where he oversaw and hadgovernance responsibilities for all activities and operations of the branch. He has previously served as the GroupHead of Internal Audit at Standard Chartered Bank.

Julian has a Bachelor of Arts from Oxford University and has completed the Citibank Graduate TrainingProgramme.

Abdulrahman Basaddiq – Non-Executive Director

Abdulrahman Basaddiq is a fellow of the Institute of Chartered Accountants in England & Wales (FCA) and alicensed auditor and consultant in the UAE. He trained and qualified as a chartered accountant with EY, Londonand spent over 25 years with EY in the UK and the GCC, with 15 of those years as an equity partner. During hisperiod at EY, Abdulrahman served as the Managing Partner of their Riyadh and Abu Dhabi offices, in addition toresponsibilities as UAE Country Partner in Charge. During his tenure in Riyadh, he served as an elected memberof the firm’s executive committee for eight years, in addition to serving on the human resources committee for anumber of years.

Abdulrahman has also spent over 12 years with a number of Gulf-based diversified groups across multiplejurisdictions and sectors including healthcare, global public and private equities, venture capital, real estateinvestment, development and construction, steel trading and fabrication, in addition to food manufacturing, retailand packaging.

Abdulrahman is currently a Non-Executive Director of NMC Health PLC, a FTSE 100 listed company, and aNon-Executive Director of ADNH Compass. Previously he was Chairman of the Board of One FinancialMarkets.

Binay Shetty – Executive Director

Binay Shetty is an Executive Director of Finablr and is responsible for setting the strategic vision and directionfor the Group. He works closely with the Chief Executive and the management team and advises ondevelopments that can have an impact on the Group’s strategic initiatives and define its priorities. He brings over14 years of experience, with a focus on strategy and corporate governance. His experience in building andgrowing international businesses has been central to shaping the overall strategy and direction of Finablr’s go-to-market brands.

Prior to his current responsibility, Binay was a board member of NMC Health PLC, where he also held theposition of Chief Operating Officer responsible for the operations, human resources, marketing, technology andproject management functions. Binay brings a strong combination of leadership acumen and cross-industryexpertise.

Binay holds a degree in Business Administration with a specialisation in Finance and Entrepreneurship fromBoston University in the United States. He serves as Vice Chairman and CEO of BRS Ventures InvestmentsLimited. Binay is also a board member of the Indian Business & Professional Group Abu Dhabi, the Center forTechnology and Economic Development, a research center at New York University Abu Dhabi and UAE GeneticDiseases Association. He is also managing trustee of the Dr. BR and Dr. CR Shetty Foundation.

Promoth Manghat – Group Chief Executive Officer

Promoth Manghat is the Chief Executive Officer of the Group and is responsible for its strategy execution andmanagement. Promoth also has direct responsibility for the Group’s B2B & Payments Technology Solutionssegment including building relationships and partnering with blue-chip global clients to provide bespokesolutions catering to their unique payment needs.

Promoth started his career with Alstom, before joining the Group in 2001. Over the years, he has held variousleadership positions and was instrumental in transforming the Group into a truly global player with marketleadership in various segments. Promoth has served as Chief Executive Officer of UAE Exchange since 2015. Hehas also led the formation of the Group, bringing together the various global brands of the Group under oneumbrella, and was appointed its Chief Executive Officer in 2018.

With over 20 years of experience, Promoth is an acknowledged expert and thought leader in the Fintech andfinancial inclusion spaces. He has spoken at numerous industry forums and conventions and has been featuredamong the “100 Inspiring Leaders in The Middle East” by Arabian Business and as a “Top 50 Fintech Influencerin the Middle East”. He also serves on the World Economic Forum’s Global Steering Committee for PromotingGlobal Financial Inclusion, a committee that seeks to drive sustainable financial inclusion through digital means.Promoth is a Chartered Accountant from the Institute of Chartered Accountants of India.

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Senior Management Team

Finablr’s senior management team is as follows

Name Age Position

Binay Shetty . . . . . . . . . . . . . . . . . . . . . . 35 Executive DirectorPromoth Manghat . . . . . . . . . . . . . . . . . . 41 Group Chief Executive OfficerRahul Pai . . . . . . . . . . . . . . . . . . . . . . . . . 36 Group Chief Financial OfficerMehul Desai . . . . . . . . . . . . . . . . . . . . . . 47 Group Chief Technology OfficerPradeep Kumar . . . . . . . . . . . . . . . . . . . . 41 Group Head, Cross-Border Payments &

Consumer SolutionsAnthony (Tony) D’Souza . . . . . . . . . . . . 47 Group Head, Consumer Foreign

Exchange SolutionsSudhesh Giriyan . . . . . . . . . . . . . . . . . . . 55 Group Head, Cross-Border Payments

Franchise businessRajesh Prabhurajan . . . . . . . . . . . . . . . . . 45 Group Chief Treasury OfficerNizamuddin Abubekker . . . . . . . . . . . . . 38 Group General CounselDaryl Norman . . . . . . . . . . . . . . . . . . . . . 46 Group Chief Compliance and Risk

Officer

For the biographies of Binay Shetty and Promoth Manghat, see “—Directors” above.

Rahul Pai – Group Chief Financial Officer

Rahul Pai is the Chief Financial Officer of the Group and is focused on driving the Group’s financialperformance to support its strategic growth aspirations. In this capacity, he oversees the accounting andcontrollership, financial planning and analysis, reporting and M&A functions, providing guidance and insight tomanagement and the Board of Directors. With enterprise-wide oversight of all aspects of the Group’s financialoperations, Rahul is focused on developing and executing Finablr’s long-term financial strategy, includingdeveloping systems and processes necessary to support the same.

Rahul has been part of the Group since 2006 and over the last 14 years has served in various senior leadershiproles, most recently as Chief Operating Officer of UAE Exchange. He has played an instrumental role in thegrowth and development of the Group, driving strategic partnerships and joint ventures, as well as its variousM&A efforts, and played a key role in the acquisition of Travelex in 2015. Rahul is a Chartered Accountant ofthe Institute of Chartered Accountants of India.

Mehul Desai – Group Chief Technology Officer

Mehul Desai is the Chief Technology Officer of the Group and is responsible for its digital agenda with a focuson platform strategy and innovation efforts. Mehul has been associated with the Group since 2003 in variouscapacities. His insights and inputs have been instrumental in shaping the Group’s technology transformation anddigital strategy.

Mehul has truly been at the forefront of Fintech innovation in his varied roles as a consultant, serial entrepreneur,investor, thought-leader and academic, among others. With over 25 years of global experience in information andcommunications technology and related applications, Mehul is widely acknowledged as a global subject matterexpert in the field of secure personalised transactions, with over 25 patents issued to his credit. Mehul serves onthe board of several companies and is an expert in-residence at the Polsky Center for Entrepreneurship andInnovation at the University of Chicago. He often speaks at industry conferences on topics related to mobilepayments, cashless society and innovation. Mehul holds an undergraduate degree in TelecommunicationEngineering from Bangalore University, India and a graduate degree in Engineering Management fromMarquette University in the United States.

Pradeep Kumar – Group Head, Cross-Border Payments & Consumer Solutions

Pradeep Kumar is the Group Head of the Cross-Border Payments & Consumer Solutions segment. Pradeep is aseasoned executive who brings significant experience in the payments sector. Over the last 14 years with theGroup, he has played an instrumental role in growing this segment and enhancing its profitability. In addition tohis functional responsibility, he holds the legal title of Chief Executive Officer at UAE Exchange and Unimoni,two of Finablr’s go-to-market brands.

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Pradeep has over 16 years of experience in managing finance, operations and shared services functions. Pradeepjoined the Group in 2005, and has since served in various senior leadership roles driving numeroustransformation programs. Pradeep holds an undergraduate degree in Business Administration and is a CharteredAccountant of the Institute of Chartered Accountants of India.

Anthony (Tony) D’Souza – Group Head, Consumer Foreign Exchange Solutions

Tony D’Souza is the Group Head of the Consumer Foreign Exchange Solutions segment. Tony brings extensiveexpertise and understanding of strategy, finance and operations including managing relationships with largecorporates. He has played a critical role in successfully consolidating this business into the Group by drivingvarious revenue and cost improvement initiatives. In addition, he holds the legal title of Chief Executive Officerat Travelex, a Finablr go-to-market brand.

Tony joined the Group in 2016, prior to which, he spent 14 years at Evercore Partners International LLP advisingclients on corporate finance transactions, most recently serving as Managing Director in its European FIG team,where he advised the Shareholders on the acquisition of Travelex. Tony holds an undergraduate degree inEngineering Science from Balliol College, Oxford University and is an Associate Chartered Accountant of theInstitute of Chartered Accountants in England and Wales.

Sudhesh Giriyan – Group Head, Cross-Border Payments Franchise business

Sudhesh Giriyan is the Group Head of Cross-Border Payments Franchise business, and is responsible for drivingthe Cross-Border Payments franchisee business. Under his leadership, Finablr has developed one of the mostextensive omnichannel Cross Border Payments franchisee networks, covering both origination and last-miledistribution capabilities spanning over 170 countries. This includes partnerships and strategic alliances withbanks, financial institutions, retailers, mobile wallet operators and payment service providers. Sudhesh also holdsthe legal title of Chief Executive Officer at Xpress Money, a Finablr go-to-market brand.

An industry veteran with nearly 30 years of experience, Sudhesh joined the Group in 2003 and has served invarious leadership roles. Sudhesh holds an undergraduate degree in Mechanical Engineering and a Masters inBusiness Administration from the Indian Institute of Management, Bangalore, India.

Rajesh Prabhurajan – Group Chief Treasury Officer

Rajesh Prabhurajan is the Chief Treasury Officer of the Group. He manages Finablr’s global treasury functionand is responsible for extracting commercial value and efficiencies from the Group’s global flows whilemanaging associated financial risks and capital allocation across its businesses and entities.

Rajesh brings over 18 years of experience in financial markets with a successful track record of managing largetreasury and investment books across multiple countries, asset classes and regulatory environments. Prior tojoining Finablr in 2016, Rajesh served in leading banks in the Middle East and India. Rajesh holds a MastersDegree in Business Finance from the Cochin University of Science and Technology, India.

Nizamuddin Abubekker – Group General Counsel

Nizamuddin is the General Counsel of the Group, responsible for all legal aspects of its various corporate andcommercial initiatives. Nizamuddin has a strong understanding of the financial services industry, manages legalstrategy for the Group’ and has a track record of successfully executing mergers, acquisitions and divestitures,including the acquisition of Travelex in 2015. He is also responsible for the Group’s intellectual propertystrategy, driving its efforts to commercialize its key IP assets.

With 14 years of experience with the Group, Nizamuddin has handled various responsibilities in the legal spacemost recently serving as the General Counsel of UAE Exchange, a Finablr go-to-market brand. Under hisleadership, the UAE Exchange legal department was commended at the Middle East Legal Awards 2018 in the“Legal Department of the year – Large Team” category. Nizamuddin holds an undergraduate degree inInformation Technology from Manipal University and a law degree from the Mahatma Gandhi University, India.

Daryl Norman – Group Chief Compliance and Risk Officer

Daryl Norman heads compliance and risk management at Travelex, a Finablr go-to-market brand. Under hisleadership, compliance and risk has evolved into a key source of competitive advantage for the Group. His

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responsibilities include enterprise risk management, AML compliance, information security, data protection andvarious other risk and compliance obligations of the Group. Daryl is currently transitioning into a Group-levelrole at Finablr with overall responsibility for compliance and risk management.

Daryl joined the Group in 2011, and brought with him the wealth of knowledge gained from over 25 years ofexperience managing compliance and risk functions in senior roles for large financial services institutionsincluding Lloyds, Standard Chartered, Barclays and KPMG. Daryl holds an undergraduate degree in economicsfrom Leicester University and is an Associate Chartered Accountant of the Institute of Chartered Accountants inEngland and Wales.

Corporate Governance

UK Corporate Governance Code

As an unlisted company, the Company is not subject to the UK Corporate Governance Code published by theFinancial Reporting Council, as may be amended from time to time (the “UK Corporate Governance Code”). TheBoard is, however, committed to the highest standards of corporate governance and, as such, has establishedthree committees: an Audit Committee, a Nomination Committee and a Remuneration Committee. If the needshould arise, the Board may set up additional committees as appropriate.

As of the date of this Registration Document, the Board consists of five non-executive Directors and twoExecutive Directors. The Company regards all of the Non-Executive Directors, other than Dr BavaguthuRaghuram Shetty and Abdulrahman Basaddiq, as “independent non-executive directors” (within the meaning ofthe UK Corporate Governance Code).

The Group intends to appoint further directors who would qualify as “independent non-executive directors” andwho are free from any business or other relationship that could materially interfere with the exercise of theirindependent judgement.

Audit Committee

The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of thefinancial statements of the Company, the review of the Company’s internal financial controls and the monitoringand review of the effectiveness of the Company’s internal audit function and external audit process.

The members of the Audit Committee are yet to be appointed. The Audit Committee will meet not less than threetimes a year.

Nomination Committee

The Nomination Committee assists the Board in determining the composition and make-up of the Board, theBoard committees, and the chairmanship of the Board committees. It is also responsible for periodicallyevaluating the balance of skills, experience, independence and knowledge on the Board. It leads the process forboard appointments and makes recommendations to the Board, taking into account the challenges andopportunities facing the Group in the future.

The members of the Nomination Committee are yet to be appointed. The Nomination Committee will meet notless than once a year.

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration,including making recommendations to the Board on the Company’s policy on executive remuneration, includingsetting the over-arching principles, parameters and governance framework of the Group’s remuneration policyand determining the individual remuneration and benefits package of each of the Company’s Executive Directorsand its Company secretary.

The members of the Remuneration Committee are yet to be appointed. The Remuneration Committee will meetnot less than twice a year.

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Conflicts of interest

Save for their capacities as persons legally and beneficially interested in, or with control rights over, the Shares inthe Company as set out in paragraph 8 of Part XII: “Additional Information—Interests of the Directors andSenior Management,” there are no potential conflicts of interest between any duties owed by the Directors orsenior managers to the Company and their private interests or other duties.

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PART VIIISELECTED FINANCIAL AND OPERATING INFORMATION

The selected financial information relating to the Group set out below has been extracted, without adjustment,from Part X: “Historical Financial Information”. The selected alternative performance measures and operatinginformation relating to the Group set out below has been calculated on the basis set out in Part II: “Presentationof Information”. The selected financial and operating information presented below should be read in conjunctionwith Part IX: “Operating and Financial Review.” Investors should read the whole of this Registration Documentbefore making an investment decision and not rely solely on the summarised information in this Part VIII:“Selected Financial and Operating Information.”

Actual Combined Statement of Profit or Loss Data

For the year ended 31 December

2016 2017 2018

(U.S.$’000)

Continuing operations:IncomeForeign currency exchange gains and fee

income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,248,730 1,296,965 1,381,331Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,346 13,266 17,019Share of profit from joint ventures . . . . . . . . . . . . 5,143 3,785 4,066Gain on disposals / acquisitions of businesses . . . 109,158 6,305 3,107Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,398 25,030 29,079

1,461,775 1,345,351 1,434,602

ExpensesEmployees’ salaries and benefits . . . . . . . . . . . . . (413,104) (444,537) (478,784)Operating and administrative expenses . . . . . . . . . (757,468) (739,974) (764,592)Write off of other receivables . . . . . . . . . . . . . . . . (9,417) (1,650) (1,967)(Provision for) reversal of provision for

impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . (196,636) 7,161 (24,421)

(1,376,625) (1,179,000) (1,269,764)

Profit before interest, taxes, depreciation andamortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,150 166,351 164,838

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60,008) (108,743) (82,487)Depreciation and amortisation . . . . . . . . . . . . . . . (77,793) (73,506) (86,780)

Loss before income tax . . . . . . . . . . . . . . . . . . . . (52,651) (15,898) (4,429)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . (25,317) (18,696) (10,301)

Loss for the year from continuingoperations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,968) (34,594) (14,730)

Discontinued operations:Profit from discontinued operations . . . . . . . . . . . 169 1,696 1,466Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . (77,799) (32,898) (13,264)

Attributable to:Equity holders of the Group . . . . . . . . . . . . . . . . . (95,671) (69,088) (38,901)Non-controlling interests . . . . . . . . . . . . . . . . . . . . 17,872 36,190 25,637

(77,799) (32,898) (13,264)

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Actual Combined Statement of Financial Position Data

As at 31 December

2016 2017 2018

(U.S.$’000)

AssetsNon-current assetsProperty and equipment . . . . . . . . . . . . . . . . . . . . . . 93,873 107,363 109,357Goodwill and other intangible assets . . . . . . . . . . . . 708,502 806,249 746,099Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . 16,835 10,080 15,048Investments in joint ventures . . . . . . . . . . . . . . . . . . 35,050 36,293 36,591Loan to BRS Ventures & Holdings Limited . . . . . . . 266,567 317,628 330,341Trade and other receivables . . . . . . . . . . . . . . . . . . . . 13,602 31,584 25,343

1,134,429 1,309,197 1,262,779

Reimbursement right and restricted assets . . . . . . . . 513,270 513,282 488,204Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . — — 5,757

1,647,699 1,822,479 1,756,740

Current assetsTrade and other receivables . . . . . . . . . . . . . . . . . . . . 320,293 483,645 411,529Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,357 21,306 24,262Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . 1,050,156 1,248,075 1,134,400

1,385,806 1,753,026 1,570,191Reimbursement right and restricted assets . . . . . . . . 9,165 7,990 7,037

1,394,971 1,761,016 1,577,228

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,042,670 3,583,495 3,333,968

Equity and liabilitiesEquityInvested capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 507,161 556,108 473,940Equity attributable to owners of the Group . . . . . . . . 507,161 556,108 473,940Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . 202,267 192,374 158,782

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 709,428 748,482 632,722

Non-current liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 844,914 933,750 969,108Trade and other payables . . . . . . . . . . . . . . . . . . . . . . 867 1,445 768Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,520 30,448 23,062Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . 42,277 45,750 38,828

917,578 1,011,393 1,031,766

Current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . . 706,984 1,038,028 965,803Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,060 59,999 81,526Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,023 188,447 115,687Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,444 10,156 4,734

888,511 1,296,630 1,167,750

Travellers’ cheques awaiting redemption . . . . . . . . . 527,153 526,990 499,555Liabilities in respect of assets held for sale . . . . . . . . — — 2,175

1,415,664 1,823,620 1,669,480

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,333,242 2,835,013 2,701,246

Total equity and liabilities . . . . . . . . . . . . . . . . . . . 3,042,670 3,583,495 3,333,968

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Actual Combined Statement of Cash Flows Data

For the year ended 31 December

2016 2017 2018

(U.S.$’000)

Operating activitiesLoss before tax from continuing operations . . . . . . . . . . (52,651) (15,898) (4,429)Profit from discontinued operations . . . . . . . . . . . . . . . . 169 1,696 1,466

Loss before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52,482) (14,202) (2,963)Adjustments for:Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (68,346) (13,266) (17,019)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,008 108,743 82,487Share of profit from joint ventures . . . . . . . . . . . . . . . . . (5,143) (3,785) (4,066)Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . 77,793 73,506 86,780Provision (reversal of provision) for impairment loss . . . 196,636 (7,161) 24,421Write-off of doubtful receivables . . . . . . . . . . . . . . . . . . 9,417 1,650 1,967Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,062 13,513 4,255Gain on disposals / acquisitions of businesses, net . . . . . (109,158) (6,305) (3,107)

114,787 152,693 172,755Working capital changes and other items:Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . 25,766 (174,949) 75,602Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . (83,722) 332,539 (81,394)Provisions utilised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26,758) (24,723) (15,140)Reimbursement right and restricted assets . . . . . . . . . . . 36,379 1,163 26,031Travellers’ cheques awaiting redemption . . . . . . . . . . . . (38,313) (163) (27,435)

Cash from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,139 286,560 150,419Taxation paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,057) (29,530) (19,432)

Net cash flows from operating activities . . . . . . . . . . . 18,082 257,030 130,987

Investing activitiesFinance income received . . . . . . . . . . . . . . . . . . . . . . . . . 59,039 2,406 4,306Loan to BRS Ventures & Holdings Limited . . . . . . . . . . (257,260) (40,201) —Purchase of property and equipment . . . . . . . . . . . . . . . . (30,533) (36,956) (38,417)Purchase of intangible assets . . . . . . . . . . . . . . . . . . . . . . (32,945) (60,343) (57,493)Proceeds from sale of property and equipment and

intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,507 3,482 5,427Disposal of business, net of cash paid . . . . . . . . . . . . . . . 137,280 1,827 (977)Dividends received from joint ventures . . . . . . . . . . . . . 2,229 2,302 3,326Disposal (addition) of investments . . . . . . . . . . . . . . . . . (251) (3,730) 2,909Term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,757 92 (3,519)Incorporation of business . . . . . . . . . . . . . . . . . . . . . . . . 1,362 — —Net cash acquired/(paid) on acquisition of businesses

and non-controlling interests . . . . . . . . . . . . . . . . . . . . 28,556 27,065 (10,395)

Net cash flows used in investing activities . . . . . . . . . . (37,259) (104,056) (94,833)

Financing activitiesCapital contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 246 1Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . 455,073 489,022 86,924Borrowings repaid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (130,061) (480,417) (24,658)Net movement in advance from shareholders . . . . . . . . . 43,607 87,430 10,771Finance costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52,625) (97,790) (57,973)Redemption of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . — (271) (128)Dividend paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (98,293) (54,501) (84,503)Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 935 2,188 82

Net cash flows from/(used in) financing activities . . . 218,736 (54,093) (69,484)

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For the year ended 31 December

2016 2017 2018

(U.S.$’000)

Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . (48,408) 21,706 (9,441)Net increase/(decrease) in cash and cash

equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151,151 120,587 (42,771)Cash and cash equivalents at beginning of the year . . . 787,274 938,425 1,059,012

Cash and cash equivalents at 31 December . . . . . . . 938,425 1,059,012 1,016,241

Actual Combined Segment Results

The table below sets forth the Group’s segment results and adjustments for the periods indicated.

Cross-Border

Payments &ConsumerSolutions

ConsumerForeign

ExchangeSolutions

B2B &Payments

TechnologySolutions

Totalsegments Adjustments Combined

(U.S.$‘000)

Year ended 31 December 2016RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . 260,320 737,632 210,373 1,208,325 253,450 1,461,775ExpensesEmployees’ salaries and benefits . . . . (84,350) (211,172) (52,306) (347,828) (65,276) (413,104)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,475) (330,928) (373) (370,776) (2,152) (372,928)Other expenses . . . . . . . . . . . . . . . . . . (62,908) (133,374) (81,256) (277,538) (450,856) (728,394)

Segment profit/(loss) . . . . . . . . . . . . . . 73,587 62,158 76,438 212,183 (264,834) (52,651)

Year ended 31 December 2017RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . 297,546 756,569 251,004 1,305,119 40,232 1,345,351ExpensesEmployees’ salaries and benefits . . . . (93,819) (218,013) (58,638) (370,470) (74,067) (444,537)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,511) (332,207) (300) (376,018) (2,842) (378,860)Other expenses . . . . . . . . . . . . . . . . . . (70,199) (132,819) (97,238) (300,256) (237,596) (537,852)

Segment profit/(loss) . . . . . . . . . . . . . . 90,017 73,530 94,828 258,375 (274,273) (15,898)

Year ended 31 December 2018RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . 326,701 786,479 278,638 1,391,818 42,784 1,434,602ExpensesEmployees’ salaries and benefits . . . . (97,608) (227,050) (69,341) (393,999) (84,785) (478,784)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,673) (322,512) (544) (363,729) (2,762) (366,491)Other expenses . . . . . . . . . . . . . . . . . . (85,458) (150,596) (103,721) (339,775) (253,981) (593,756)

Segment profit/(loss) . . . . . . . . . . . . . . 102,962 86,321 105,032 294,315 (298,744) (4.429)

88

The table below sets forth a reconciliation of the adjustments to the segment profit above.

For the year ended 31 December

2016 2017 2018

(U.S.$‘000)

Segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,183 258,375 294,315

Adjustments for unallocated revenues:Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,346 13,266 17,019Share of profit from joint ventures . . . . . . . . . . . . . . . . . 5,143 3,785 4,066Gain on disposals/acquisitions of businesses . . . . . . . . . 109,158 6,305 3,107Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,803 16,876 18,592

253,450 40,232 42,784

Adjustments for unallocated expenses:Central and shared costs . . . . . . . . . . . . . . . . . . . . . . . . . (183,847) (139,417) (147,840)(Provision for) reversal of provision for impairment

loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (196,636) 7,161 (24,421)Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . (77,793) (73,506) (86,780)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60,008) (108,743) (82,487)

(518,284) (314,505) (341,528)

Loss before tax from continued operations . . . . . . . . . . (52,651) (15,898) (4,429)

Geographic information

The table below sets forth the Group’s revenue based on the locations of the customers.

For the year ended 31 December

2016 2017 2018

(U.S.$‘000)

Revenue:Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,349 28,574 36,274Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,340 179,263 181,659Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245,458 264,975 273,771Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285,165 348,382 414,043UK & Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 732,463 524,157 528,855

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,461,775 1,345,351 1,434,602

Actual Other Group Operating and Financial Data

The table below sets forth certain operating and financial data of the Group. The selected unaudited alternativeperformance measures relating to the Group have been calculated on the basis set out in the footnotes to the table.

As at and for the year ended 31 December

2016 2017 2018 CAGR

(U.S.$ millions, unless otherwise indicated) (%)

Number of customersRetail (millions of customers) . . . . . . . . . . . . . . . . 14 18 23 —Corporate (customers) . . . . . . . . . . . . . . . . . . . . . 400 460 540 —

Volumes processed (U.S.$ billions) . . . . . . . . . . . . . . . 85.3 96.3 114.5 15.9%Usable Cash(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289.0 258.0 311.7 —Net Debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 560.2 587.4 564.2 —Net Working Capital Movement(3) . . . . . . . . . . . . . . . . (86.6) 133.9 (22.3) —Capital Expenditure(4) . . . . . . . . . . . . . . . . . . . . . . . . . . 63.5 97.3 95.9 22.9%

Growth Capital Expenditure . . . . . . . . . . . . . . . . . 56.6 85.1 87.3 —Maintenance Capital Expenditure . . . . . . . . . . . . 6.8 12.2 8.6 —

89

Notes:(1) Usable cash is calculated as reported bank balances and cash minus client money and net due to financial

institutions, working capital cash in vaults and tills, and other cash, which comprises buffer cash, regulatorycash and bank overdrafts and other relevant short term bank loans. The table below sets forth areconciliation of reported cash to usable cash.

As at 31 December

2016 2017 2018

(U.S.$ millions)

Reported bank balances and cash . . . . . . . . . . . . . . . . . . . 1,050.2 1,248.1 1,134.4Client money and net due to FIs . . . . . . . . . . . . . . . . . . . . . . (354.7) (602.5) (413.4)Working capital cash in vaults and tills . . . . . . . . . . . . . . . . (306.1) (302.8) (314.2)Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100.4) (84.8) (95.0)

Usable cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289.0 258.0 311.7

(2) Net debt is calculated as gross debt (comprising borrowings excluding borrowings from related parties)minus usable cash.

(3) Net working capital movement is calculated as the sum of the changes in trade and other receivables, tradeand other payables, provisions utilised, reimbursement right and restricted assets and travellers’ chequesawaiting redemption.

(4) Capital expenditure is calculated as the sum of the purchases of property and equipment and purchases ofintangible assets, including primarily software.

Other Group Adjusted Financial Data

The tables below set forth certain adjusted financial data of the Group.

For the year ended 31 December

2016 2017 2018 CAGR

(U.S.$ millions, unless otherwise indicated) (%)

Group Adjusted Income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . 1,289.5 1,366.4 1,482.7 7.2%Group Adjusted Operating Expenses(2) . . . . . . . . . . . . . . . . 1,144.3 1,179.5 1,272.4 5.4%Group Adjusted EBITDA(3) . . . . . . . . . . . . . . . . . . . . . . . . . 145.2 186.9 210.4 20.4%Group Adjusted EBITDA Margin(4) (%) . . . . . . . . . . . . . . . 11.3% 13.7% 14.2% —Group Adjusted Free Cash Flow(5) . . . . . . . . . . . . . . . . . . . 138.3 174.5 201.7 20.8%Group Adjusted Cash Conversion(6) (%) . . . . . . . . . . . . . . . 95.3% 93.5% 95.9% —

Notes:(1) Group Adjusted Income is calculated as total income, as adjusted for the factors in “—Reconciliation of

Group Adjusted Financial Data” below.(2) Group Adjusted Operating Expenses is calculated as the operating expenses set forth in the table below as

adjusted for entities not included in the Historical Financial Information, joint ventures and constant-currency:

For the year ended31 December

2016 2017 2018

(U.S.$ millions)

Selling, general and administrative(a) . . . . . . . . . . . . . . . . . . . . . . . 644.6 653.0 685.7Employees, benefits and salaries . . . . . . . . . . . . . . . . . . . . . . . . . . 440.0 466.2 508.3Technology(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32.9 34.2 40.8Advertising and business promotion . . . . . . . . . . . . . . . . . . . . . . . 26.8 26.1 37.6

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,144.3 1,179.5 1,272.4

Notes:(a) Principally comprises rent and trading costs.(b) Principally comprises equipment, rental and maintenance and communication expenses.

(3) Group Adjusted EBITDA is calculated as profit before interest, taxes, depreciation and amortisation, asadjusted for the factors in “—Reconciliation of Group Adjusted Financial Data” below.

90

(4) Group Adjusted EBITDA margin is calculated as Group Adjusted EBITDA divided by Group AdjustedIncome.

(5) Group Adjusted Free Cash Flow is calculated as Group Adjusted EBITDA minus maintenance capitalexpenditure.

(6) Group Adjusted Cash Conversion is calculated as Group Adjusted Free Cash Flow divided by GroupAdjusted EBITDA.

Reconciliation of Group Adjusted Financial Data

Group Adjusted Income Group Adjusted EBITDA

For the year ended 31 December For the year ended 31 December

2016 2017 2018 2016 2017 2018

(U.S.$ million)

Total Income/Profit before interest, taxes,depreciation and amortisation . . . . . . . . . . . . . . . 1,461.8 1,345.4 1,434.6 85.2 166.4 164.8

Adjustments for:Gain on disposals/acquisition of business(1) . . . . . . . . (109.2) (6.3) (3.1) (109.2) (6.3) (3.1)Travellers’ cheques business (excluding net exchange

gain)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.6) (2.4) (2.4) 2.7 3.5 0.9Net exchange gains in finance income . . . . . . . . . . . . (56.9) — — (56.9) — —Discontinued/disposed operations(3) . . . . . . . . . . . . . . (52.1) — — (7.0) — —Provision/(reversal of provision) for impairment

loss(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 196.6 (7.2) 24.4Entities not included in the Historical Financial

Information(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.9 39.9 35.9 5.7 2.0 (1.8)Joint ventures(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.1 26.8 30.5 6.8 4.8 5.3Exceptional costs and write-offs(7) . . . . . . . . . . . . . . . — — — 37.8 42.0 32.5Interest income on related party loans . . . . . . . . . . . . (9.3) (11.2) (12.7) (9.3) (11.2) (12.7)

Group Adjusted Income/Group AdjustedEBITDA at reported exchange rates . . . . . . . . . . 1,335.7 1,392.1 1,482.7 152.5 194.0 210.4

Constant-currency adjustment(8) . . . . . . . . . . . . . . . . . (46.2) (25.7) — (7.3) (7.1) —

Group Adjusted Income/Group AdjustedEBITDA at constant exchange rate . . . . . . . . . . . 1,289.5 1,366.4 1,482.7 145.2 186.9 210.4

Notes:(1) Removed as this income is not a part of the Group’s trading activities.(2) Adjustments related to the travellers’ cheques business. The table below sets forth the Adjusted EBITDA of

the travellers’ cheques business reconciled to its profit/(loss) for the year.

For the year ended 31 December

2016 2017 2018

(U.S.$ ‘000)

Profit/(loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,042 (20,512) 2,161Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,840) (4,950) —Finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 361 10,611Exchange (gains)/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,798) 16,960 (13,921)Group recharges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 484 235 230Tax (credit)/expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,587) 4,397 —

Travellers cheque business Adjusted EBITDA . . . . . . . . . . (2,699) (3,509) (919)

(3) Results of discontinued and disposed operations, Currency Select, Insurance and Money Dart, in 2016.

91

The table below sets forth the reconciliation of Adjusted EBITDA of discontinued/disposed operations to the lossfor the year ended 31 December 2016:

For the year ended31 December 2016

USD ‘000

Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,676)Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21)Finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176Group recharges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338Exceptional costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,684Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 540Tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 934

Discontinued/disposed operations Adjusted EBITDA . . . . . . . . . . . . . . . . . 6,975

(4) Impairment loss/reversal related to goodwill and intangibles.(5) Entities not included in the Historical Financial Information includes, among others, three companies,

MoneyDart Global Services Inc., Unimoni Financial Services Limited and Jordan UAE Exchange LLC,with respect to which the Group has entered into acquisition agreements that are subject to certainconditions precedent which have not yet been, and may not be, satisfied, in which case such acquisition(s)may not be completed.

(6) 100 per cent. of joint ventures’ results are included.(7) Exceptional costs and write-offs are non-recurring in nature, including expenses in relation to

Reorganisation costs and other corporate projects and other non-underlying items including fees and write-offs. The table below sets forth a breakdown of these exceptional costs and write-offs.

For the year ended 31 December

2016 2017 2018

(U.S.$ millions)

Global reorganisation costs and corporate projects . . . . . . . . . . 16.6 31.5 28.5Onerous contract provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4 1.6 (0.2)One-time write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.2 4.0 2.0Other non-underlying fees and charges . . . . . . . . . . . . . . . . . . . 2.7 4.9 2.1

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37.8 42.0 32.4

(8) Final results adjusted for exchange rate movements.

92

Segment Adjusted Financial Data

The table below sets forth certain adjusted financial data relating to the Group’s segments. The selectedunaudited alternative performance measures relating to the Group segments have been calculated on the basis setout in the reconciliation tables under “—Reconciliation of Segment Adjusted Financial Data.”

For the year ended 31 December

2016 2017 2018

(U.S.$ millions, unless otherwise indicated)

Segment Adjusted Profit MarginCross Border Payments & Consumer Solutions . . . . . . . . . . 26.4% 28.1% 29.3%Consumer Foreign Exchange Solutions . . . . . . . . . . . . . . . . 8.7% 9.4% 11.4%B2B & Payment Technology Solutions . . . . . . . . . . . . . . . . 35.9% 37.3% 38.1%

Segment Adjusted IncomeCross Border Payments & Consumer Solutions . . . . . . . . . . 289.2 314.9 351.0Consumer Foreign Exchange Solutions . . . . . . . . . . . . . . . . 769.9 787.5 827.5B2B & Payment Technology Solutions . . . . . . . . . . . . . . . . 212.6 246.9 284.9

1,271.7 1,349.3 1,463.3

Unallocated Adjusted Income . . . . . . . . . . . . . . . . . . . . . . . . 17.8 17.1 19.5

Group Adjusted Income . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,289.5 1,366.4 1,482.7

Segment Adjusted ExpensesCross Border Payments & Consumer Solutions . . . . . . . . . . 213.0 226.6 248.0Consumer Foreign Exchange Solutions . . . . . . . . . . . . . . . . 703.3 713.2 733.0B2B & Payment Technology Solutions . . . . . . . . . . . . . . . . 136.2 154.8 176.4

1,052.4 1,094.5 1,157.3

Adjusted Central and Shared Costs . . . . . . . . . . . . . . . . . . . . 91.9 84.9 115.0

Group Adjusted Operating Expenses . . . . . . . . . . . . . . . . 1,144.3 1,179.5 1,272.4

Segment Adjusted ProfitCross Border Payments & Consumer Solutions . . . . . . . . . . 76.2 88.4 103.0Consumer Foreign Exchange Solutions . . . . . . . . . . . . . . . . 66.6 74.3 94.5B2B & Payment Technology Solutions . . . . . . . . . . . . . . . . 76.4 92.0 108.5

Segment Adjusted Profit . . . . . . . . . . . . . . . . . . . . . . . . . . . 219.3 254.7 305.9

Unallocated Adjusted Income . . . . . . . . . . . . . . . . . . . . . . . . 17.8 17.1 19.5Adjusted Central and Shared Costs . . . . . . . . . . . . . . . . . . . . (91.9) 84.9 (115.0)

Group Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . 145.2 186.9 210.4

Group exceptional costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37.8) (42.0) (32.4)

Group Adjusted EBITDA after exceptional costs . . . . . . 107.4 144.9 177.9

93

Reconciliation of Segment Adjusted Financial Data

The tables below set forth a reconciliation of Segment Adjusted Income, Segment Adjusted Expenses andSegment Adjusted Profit for each of the Group’s segments.

Cross-Border Payments & Consumer Solutions

Segment AdjustedIncome

Segment AdjustedExpenses

Segment AdjustedProfit

For the year ended31 December

For the year ended31 December

For the year ended31 December

2016 2017 2018 2016 2017 2018 2016 2017 2018

(U.S.$ millions)

Segment income/segment expense/segment profit . . . . . . . . . . . . . . . . . . . . 260.3 297.5 326.7 186.7 207.5 223.7 73.6 90.0 103.0

Entities not included in the HistoricalFinancial Information . . . . . . . . . . . . . . . 29.7 22.1 21.5 28.7 22.0 22.5 1.0 0.1 (1.0)

Joint ventures . . . . . . . . . . . . . . . . . . . . . . . 0.6 0.8 2.7 0.4 0.5 1.8 0.2 0.3 1.0

Segment Adjusted Income/SegmentAdjusted Expense/Segment AdjustedProfit at reported exchange rates . . . . 290.6 320.5 351.0 215.8 230.0 248.0 74.8 90.5 103.0

Constant exchange rate differential . . . . . . (1.4) (5.6) — (2.8) (3.5) — 1.4 (2.1) —

Segment Adjusted Income/SegmentAdjusted Expense/Segment AdjustedProfit at constant exchange rate . . . . . 289.2 314.9 351.0 213.0 226.6 248.0 76.2 88.4 103.0

Consumer Foreign Exchange Solutions

Segment AdjustedIncome

Segment AdjustedExpenses

Segment AdjustedProfit

For the year ended31 December

For the year ended31 December

For the year ended31 December

2016 2017 2018 2016 2017 2018 2016 2017 2018

(U.S.$ millions)

Segment income/segment expense/segment profit . . . . . . . . . . . . . . . . . . . . . 737.6 756.6 786.5 675.5 683.0 700.2 62.2 73.5 86.3

Entities not included in the HistoricalFinancial Information . . . . . . . . . . . . . . . . 16.5 14.1 12.2 14.7 12.1 11.3 1.7 2.0 1.0

Joint ventures . . . . . . . . . . . . . . . . . . . . . . . . 53.9 26.3 28.7 43.6 19.9 21.5 10.3 6.4 7.2

Segment Adjusted Income/SegmentAdjusted Expense/Segment AdjustedProfit at reported exchange rates . . . . . 808.0 797.0 827.5 733.8 715.0 733.0 74.2 81.9 94.5

Constant exchange rate differential . . . . . . . (38.1) (9.5) — (30.5) (1.8) — (7.6) (7.6) —

Segment Adjusted Income/SegmentAdjusted Expense/Segment AdjustedProfit at constant exchange rate . . . . . . 769.9 787.5 827.5 703.3 713.2 733.0 66.6 74.3 94.5

94

B2B & Payment Technology Solutions segment

Segment AdjustedIncome

Segment AdjustedExpenses

Segment AdjustedProfit

For the year ended31 December

For the year ended31 December

For the year ended31 December

2016 2017 2018 2016 2017 2018 2016 2017 2018

(U.S.$ millions)

Segment income/segment expense/segment profit . . . . . . . . . . . . . . . . . . . . 210.4 251.0 278.6 133.9 156.2 173.6 76.4 94.8 105.0

Entities not included in the HistoricalFinancial Information . . . . . . . . . . . . . . . 6.1 3.3 2.3 6.0 4.2 0.9 0.1 (0.9) 1.4

Joint ventures . . . . . . . . . . . . . . . . . . . . . . . 2.7 3.4 4.0 1.4 1.6 1.9 1.4 1.8 2.1

Segment Adjusted Income/SegmentAdjusted Expense/Segment AdjustedProfit at reported exchange rates . . . . 219.2 257.7 284.9 141.3 161.9 176.4 77.9 95.8 108.5

Constant exchange rate differential . . . . . . (6.6) (10.8) — (5.1) (7.1) — (1.5) (3.7) —

Segment Adjusted Income/SegmentAdjusted Expense/Segment AdjustedProfit at constant exchange rate . . . . . 212.6 246.9 284.9 136.2 154.8 176.4 76.4 92.0 108.5

The table below sets forth a reconciliation of the Group’s unallocated reported income to Unallocated AdjustedIncome, which does not fall within any of the Group’s three segments.

For the year ended31 December

2016 2017 2018

(U.S.$ millions)

Unallocated Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253.5 40.2 42.8Gain on disposals/acquisition of businesses . . . . . . . . . . . . . . . . . (109.2) (6.3) (3.1)Travellers’ cheques business (excluding net exchange gain) . . . . (3.6) (2.4) (2.4)Net exchange gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56.9) — —Discontinued/disposed operations . . . . . . . . . . . . . . . . . . . . . . . . . (52.1) — —Entities not included in the Historical Financial Information . . . . 0.6 0.4 (0.1)Adjustments due to joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . (5.1) (3.8) (4.9)Interest income on related party loans . . . . . . . . . . . . . . . . . . . . . . (9.3) (11.2) (12.7)

Unallocated Adjusted Income at reported exchange rates . . . . 17.9 17.0 19.5Constant exchange rate differential . . . . . . . . . . . . . . . . . . . . . . . . (0.1) 0.2 0.0

Unallocated Adjusted Income at constant exchange rate . . . . . 17.8 17.1 19.5

The table below sets forth a reconciliation of the Group’s reported central and shared costs to Adjusted Centraland Shared Costs.

For the year ended 31December

2016 2017 2018

(U.S.$ millions)

Central and Shared Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183.8 139.4 147.8Non-core travellers’ cheques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.4) 5.9 (3.4)Discontinued/disposed operations . . . . . . . . . . . . . . . . . . . . . . . . . (45.1) — —Entities not included in the Historical Financial Information . . . . (2.2) (0.3) 3.1Exceptional costs and write-offs . . . . . . . . . . . . . . . . . . . . . . . . . . (37.8) (42.0) (32.4)Adjusted Central and Shared Costs at reported exchange

rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92.3 91.1 115.0

Constant exchange rate differential . . . . . . . . . . . . . . . . . . . . . . . . (0.5) (6.2) (0.0)

Adjusted Central and Shared Costs at constant exchangerate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.9 84.9 115.0

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PART IXOPERATING AND FINANCIAL REVIEW

The following discussion of the financial condition and results of operations of the Group as at and for the yearsended 31 December 2016, 2017 and 2018, should be read in conjunction with the Historical FinancialInformation set out in Section B of Part X of this Registration Document and the information relating to theGroup’s business included elsewhere in this Registration Document. This review contains forward-lookingstatements that involve risks and uncertainties. The Group’s actual results could differ materially from thoseincluded in these forward-looking statements as a result of certain factors. See Part I: “Risk Factors” and PartII: “Presentation of Information—Forward-Looking Statements” for a discussion of important factors that couldcause the Group’s actual results to differ materially from the forward-looking statements contained herein.

Overview

Finablr is a global platform which provides cross-border payments and consumer solutions, consumer foreignexchange solutions and B2B and payment technology solutions to consumers and businesses in the large andgrowing payments and foreign exchange market. The Group distributes its products and services through itscomprehensive global network, underpinned by modern and proprietary technology, using an omni-channelproposition adapted to local market trends. In the year ended 31 December 2018, Finablr processed more than150 million transactions and the U.S. dollar equivalent of U.S.$115 billion in volumes, touching over a billionlives. As at 31 December 2018, the Group had more than 23 million retail customers and serves over 1,500corporate and institutional partners, including banks, financial institutions, supermarkets, foreign exchangespecialists, mobile wallet operators and payments and technology companies such as Google India and WeChatPay.

The Group’s omni-channel proposition allows it to serve customers the way they want to be served, dependingon customer preferences and market availability. The Group is able to access customers directly through itslicensed operations in 44 countries and indirectly through agency relationships in over 170 countries. The Grouphad access to 63 per cent. of the global migrant population in 2017, according to the United Nations Departmentof Economic and Social Affairs, and was active in 14 of the 15 largest money transfer corridors in the world byvolume, according to the Bilateral Remittance Matrix for 2017 by the World Bank. In 2018, the Group wasdirectly present in 12 of the top 15 countries for outbound travel based on passenger departures according toEuromonitor, giving it access to a large segment of international travellers.

The Group operates its business through three segments:

• Cross-Border Payments & Consumer Solutions – The Cross-Border Payments & Consumer Solutionssegment is primarily composed of the Group’s cross-border payments services that it provides through avariety of its own brands, including UAE Exchange, Unimoni, Xpress Money, Remit2India and Travelex, aswell as third-party brands. In this segment, in line with the Group’s approach of serving the customers in theway they want to be served, the Group has built an omni-channel distribution network, including bothdigital and physical channels. The Group’s Cross Border Payments & Consumer Solutions segmentprocessed transactions with a U.S. dollar equivalent value of approximately U.S.$41 billion in the yearended 31 December 2018. The Group was the second largest money transfer company in the world in atwelve month period in U.S. dollar transfer volumes, according to SaveonSend in November 2018. TheGroup also provides an ecosystem of consumer solutions comprising payroll processing, mobile wallets, billpayments, digital gifting and consumer advances, which results in enhanced engagement with its customers.In 2018, the Cross-Border Payments & Consumer Solutions segment’s income was U.S.$326.7 million, or22.8 per cent. of the Group’s income, and its segment profit was U.S.$103.0 million, or 35.0 per cent. of thetotal segments profit.

• Consumer Foreign Exchange Solutions – The Consumer Foreign Exchange Solutions segment comprisesthe Group’s purchase and sale of foreign currency, the sale of prepaid travel cards and the provision of VATrefund services. These services are delivered through an omni-channel network spanning stores, ATMs,online portals and mobile applications via various brands, including Travelex, UAE Exchange and Unimoni.The Group processed foreign exchange transactions with a U.S. dollar equivalent value of approximatelyU.S.$15.5 billion in the year ended 31 December 2018. In 2018, the Consumer Foreign Exchange Solutionssegment’s income was U.S.$786.5 million, or 54.8 per cent. of the Group’s income, and its segment profitwas U.S.$86.3 million, or 29.3 per cent. of the total segments profit.

• B2B & Payment Technology Solutions – Over the past 40 years, the Group has developed capabilities forpayments and foreign exchange, which include agile and scalable technology, a broad and diversified omni-channel distribution network and operating licenses in key markets. The Group has used these capabilities to

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build longstanding relationships with over 500 clients, including Google India and WeChat Pay. Servicesare offered as an integrated end-to-end proposition, or as modular components, depending on client needs.Through its B2B & Payments Technology Solutions segment, the Group leverages its platforms, comprisingits technology, licensing and distribution capabilities, to allow clients such as banks, financial institutions,supermarkets, foreign exchange specialists, mobile wallet operators and payments and technologycompanies, among others, to offer cross-border payments, foreign exchange, stored value platforms, digitalgifting and acquiring services to their customers. The Group believes this offering, and the economies ofscale and efficiency that are achieved through it, allows these clients to shorten their time-to-market and toreduce the effort and costs they would otherwise have to incur, thus making the Group a partner of choice.For example, in India the Group provides an acquiring platform for Google and in the US WeChat Payleverages the Group’s digital gifting capabilities for Chinese tourists. The Group’s B2B & PaymentTechnology Solutions segment processed transactions with a U.S. dollar equivalent value of approximatelyU.S.$58.2 billion in the year ended 31 December 2018. In 2018, the B2B & Payment Technology Solutionssegment’s income was U.S.$278.6 million, or 19.4 per cent. of the Group’s income, and its segment profitwas U.S.$105.0 million, or 35.7 per cent. of the total segments profit.

Finablr has consistently demonstrated a highly attractive financial track-record of Group Adjusted Income andGroup Adjusted EBITDA growth through a simple business model where income generated is a direct functionof two levers – the volumes generated and its take rates, which are the difference between the exchange rateoffered to the customer and the rate at which the Group settles with the counterparty. Its rapidly growingvolumes are driven by an increasing customer base spanning consumers and businesses, which are complementedby expanding margins and stable take rates. The Group’s expanding margins are primarily attributable to changesin the Group’s business mix, platform efficiencies and scalable technology.

The Group’s growing volumes and sustained take rates have allowed it to accelerate Group Adjusted Incomegrowth by 8.5 per cent. in 2018, following 6.0 per cent. growth in 2017. Over the same periods, the Group’sreported income increased by 6.6 per cent. and decreased by 8.0 per cent., respectively. The Group’s GroupAdjusted EBITDA growth and margin expansion can be broadly attributed to changes in its business mix andefficiencies resulting from improving economies of scale. In particular, the B2B & Payment TechnologySolutions segment volumes are growing at a CAGR of 26.5 per cent., as Finablr capitalizes on the growth of itspartners, which has led to an increase in volumes handled.

By virtue of its end-to-end ownership of the payments value chain across origination, processing and the last-mile distribution network, the Group is able to create cost efficiencies through its robust treasury, distributionreach and processing infrastructure. The Group’s technology infrastructure is well invested, with the bulk ofcapital expenditure investments undertaken in previous years. The dual benefits of growing Group AdjustedEBITDA and maintaining stable capital expenditure has allowed the Group to maintain strong year-on-yearGroup Adjusted Free Cash Flow generation.

For the year ended 31 December 2018, the Group had income of U.S.$1,434.6 million, which was diversifiedacross the United Kingdom and Europe (36.9 per cent.), the Middle East (28.9 per cent.), the Asia Pacific region(19.1 per cent.), the Americas (12.7 per cent.) and Africa (2.5 per cent.), and Group Adjusted EBITDA ofU.S.$210 million. The following table sets out further selected financial and operating information for the Groupfor the periods indicated.

For the year ended 31 December

2016 2017 2018 CAGR

(U.S.$ millions, unless otherwise indicated) (%)

Number of customers

Retail (millions of customers) . . . . . . . . . . . . . . . . . . . . 14 18 23 —

Corporate (customers) . . . . . . . . . . . . . . . . . . . . . . . . . . 400 460 540 —

Volumes processed (U.S.$ billions) . . . . . . . . . . . . . . . . . . . . 85.3 96.3 114.5 15.9%

Group Adjusted Income(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,289.5 1,366.4 1,482.7 7.2%

Group Adjusted EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . 145.2 186.9 210.4 20.4%

Group Adjusted EBITDA Margin(3) (%) . . . . . . . . . . . . . . . . 11.3% 13.7% 14.2% —

Group Adjusted Free Cash Flow(4) . . . . . . . . . . . . . . . . . . . . 138.3 174.5 201.7 20.8%

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Notes:(1) Group Adjusted Income is calculated as total income, adjusted for the factors set out in Part VIII “Selected

Financial and Operating Information—Reconciliation of Group Adjusted Financial Data”.(2) Group Adjusted EBITDA is calculated as profit before interest, taxes, depreciation and amortisation, as

adjusted for the factors in “Selected Financial and Operating Information—Reconciliation of GroupAdjusted Financial Data”.

(3) Group Adjusted EBITDA margin is calculated as Group Adjusted EBITDA divided by Group AdjustedIncome.

(4) Group Adjusted Free Cash Flow is calculated as Group Adjusted EBITDA minus maintenance capitalexpenditure.

Key Factors Affecting the Group’s Results of Operations

Customer base

The Group’s income and profitability is affected by the composition and growth of its highly diverse customerbase spanning consumers and businesses. As at 31 December 2018, the Group had more than 23 million retailcustomers and over 1,500 corporate and institutional partners, including banks, financial institutions,supermarkets, foreign exchange specialists, mobile wallet operators and payments and technology companies,such as Google India and WeChat Pay.

The behaviour of the Group’s rapidly growing customer base is affected by macroeconomic factors in themarkets in which it operates, including trends in international migration, cross-border payment flows andinternational tourism. Also, the Group is facilitating the trend towards digital payments as consumers areembracing digital adoption and technologies with increasing mobile phone penetration, making tech-savvycustomers eager to test and adopt newer channels. During periods of economic growth and confidence, the Grouptypically sees a trend of increased customer acquisition, while during recessions or economic downturns, thereverse is true.

In 2017, the global migrant population, which has grown at a faster rate than the general world population since2005 as migrants have sought employment opportunities outside of their home markets, accounted for 3.4 percent. of the world’s population, or 258 million people. Today, the Group is one of the leading players in thecross-border payments market, leveraging its global footprint to access 63.0 per cent. of the global migrantpopulation. The contribution of digital volumes to the Group’s Cross-Border Payments & Consumer Solutionssegment revenues is fast-growing. A slower of shift to digital cross border payments could potentially lead tolower growth in digital volumes.

Demand for foreign exchange, currency and travel products and services in the Consumer Foreign ExchangeSolutions segment is dependent upon growth in international tourism. The number of international trips hasgrown steadily over the last decade, with international tourist arrivals increasing from 920 million in 2007 to1.3 billion in 2017, a CAGR of 3.8 per cent., according to the World Bank. International tourism growth isexpected to continue over the next decade, with total international tourist arrivals forecast to reach 2.1 billion in2028, according to the World Bank. In order to service these travellers, the Group operates concessions in 112international airports worldwide, including seven of the top eight airports by international passenger volumes for2017, according to the Airport Council International.

The increasing adoption of digital channels by consumers and growing opportunities in the financial servicessector has led to more corporates and institutions entering the sector. Given Finablr’s product offering and valueproposition, the Group has been able to attract payments and technology institutions as customers, helping itgrow its B2B & Payments Technology Solutions business. The slower shift to digital cross-border paymentscould potentially lead to fewer contract wins.

The Finablr Platform, including the Group’s extensive omni-channel distribution network (comprising digitalchannels, stores, ATMs and kiosks, and its Partner Network) and significant operating capabilities (including abank-grade treasury function, highly customisable rule engine, regulatory licensing, payment processingcapabilities, strong compliance and risk culture, and agile and scalable technology), is a key driver of the Group’sability to acquire customers. The Group continues to develop the right omni-channel distribution networkorganically and through acquisitions and has built trusted brands focussed on deepening customer engagement.This has allowed the Group to acquire customers at a rapid pace and low cost. The Group’s ability to maintainthe right omni-channel distribution network, significant operating capability, trust of the brands and engagedcustomer ecosystem, will affect the growth and retention of its customers.

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Volumes handled

The payments and foreign exchange business is a function of economies and efficiencies of scale. The Group’svolumes are largely driven by both of these factors, which result from its scalable platform having control andownership across the payments and foreign exchange value chain, spanning origination, processing and last-miledistribution. The Group’s ability to control and own the payments and foreign exchange value chain will affectthe Group’s competitive position.

Volumes are also dependent upon acquiring new customers, increasing business from existing customers, and theGroup’s ability to renew existing contracts on favourable terms and enter into new ones.

Macroeconomic factors like regulations and government policies may also impact the Group’s ability to operatein certain geographies and, consequently, transaction volumes. Factors like migration and reverse migrationtrends, international tourism, seasonality, overall spending levels and the slower shift to digital channels mayhave a bearing on the volume of transactions processed by the Group. Increased competition, contract losses,disintermediation and consolidation across business segments may also lead to customer attrition, therebyimpacting volumes.

The Group’s volumes have been increasing by a 15.9 per cent. CAGR in the three years ended 31 December2018 with the B2B & Payment Technology Solutions, Cross-Border Payments & Consumer Solutions andConsumer Foreign Exchange Solutions segments registering CAGRs of 26.5 per cent., 9.1 per cent. and 3.1 percent., respectively.

Sustained take rates

The volumes handled by the Group in combination with its take rates, define its income. The Group’s treasurycapabilities and the wide spectrum of markets, spanning emerging and developed markets, that it operates in haveallowed it to manage margin pressure while keeping its take rates broadly stable across its cross-border paymentstransactions during the periods under review. The table below sets forth the Group’s take rates by segment for theyears ended 31 December 2016, 2017 and 2018.

For the year ended 31 December

2016 2017 2018

Cross-Border Payments & Consumer Solutions . . . . . . . . . 0.84% 0.86% 0.86%Consumer Foreign Exchange Solutions . . . . . . . . . . . . . . . . 5.29% 5.86% 5.34%B2B & Payment Technology Solutions . . . . . . . . . . . . . . . . 0.58% 0.53% 0.49%

The Consumer Foreign Exchange Solutions segment’s take rates have been sustained during the periods underreview through the Group’s ability to target pricing based on customer behaviour, particularly focusing oncustomers’ willingness to transact through conveniently located touchpoints.

In the B2B & Payment Technology Solutions segment, the services are modular and can be offered in a varietyof combinations, which leads to bespoke revenue arrangements. Since the segment’s income is determined by theterms of these contracts, which may include annual maintenance costs arrangements rather than being tied to takerates, the segment’s take rates are calculated by dividing the segment’s income by its volumes handled, ratherthan reflecting the actual take rates achieved.

Group Adjusted Income

The Group has seen its Group Adjusted Income grow at a 7.2 per cent. CAGR in the three years ended31 December 2018 largely due to the Group’s ability to tap into the underlying growth available in the markets inwhich it operates, constant innovation in products and its widespread geographic presence. Over the same period,the Group’s reported income decreased by a CAGR of 0.9 per cent.

The Group’s ability to tap into the underlying growth in its operating markets in cross-border payments, itsopportunistic expansion in consumer foreign exchange and its deepening existing relationships while growing itshealthy pipeline of new partnerships and products in the B2B & Payment Technology Solutions segment weremajor drivers that have allowed the Group’s businesses to maintain their accelerated growth.

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The Group’s geographically diverse income base reflects a mix of developed and emerging markets at variousstages of digital maturity. The Group’s nuanced approach and diverse global presence helps to safeguard itsincome against regional shocks.

While Cross-Border Payments & Consumer Solutions and B2B & Payment Technology Solutions contributed42.2 per cent. of the Group’s income in 2018, Consumer Foreign Exchange continues to be a robust contributor.Through the continued double-digit growth in Cross-Border Payments & Consumer Solutions and B2B &Payment Technology Solutions, the Group expects these segments to represent approximately 50 per cent. oftotal income in the medium term.

Group Adjusted EBITDA growth with increasing margins

The Group Adjusted EBITDA grew by a CAGR of 20.4 per cent. during the three years ended 31 December2018, largely due to the tailwinds of its business mix shifting towards higher-margin segments (i.e., Cross-BorderPayments & Consumer Solutions and B2B & Payment Technology Solutions). The scalability of the platformand the strong network effect are driving economies and efficiencies of scale with a reduction in the customeracquisition cost due to the Group’s omni-channel platform and its ability to cross-sell its products and services.Efficiency also remains a key focus area for the Group, as it continues to exit low profitability, low marginmarkets. Reported profit before interest, taxes, depreciation and amortisation grew by a CAGR of 39.1 per cent.over the same periods.

In the three years ended 31 December 2018, the Group invested in various transformation initiatives, including askill-mix shift of people to a high skilled workforce, increased investments in digital marketing and various othercorporate restructuring projects. The Group’s ability to execute these transformational and corporaterestructuring projects will affect its operating leverage and Group Adjusted EBITDA margin.

The Group’s cost efficiency efforts are driven by increasingly shifting processes and employees to lower costlocations, centralization of certain activities in global processing centers, automation initiatives, aggressivenegotiation on store rentals and concession arrangements in airports, and through benefits from significantinvestments in technology that have already been undertaken.

The growing Group Adjusted EBITDA levels taken together with stable maintenance capex have resulted inpredictable and growing Group Adjusted Free Cash Flows.

Technology investments

A key source of competitive advantage for the Group pertains to its proprietary technology that allows it todeliver operational efficiencies at scale. The Group’s integrated operating platform across its segments ispowered by its proprietary technology. On the processing side, the Group incorporates key capabilities such as adynamic pricing engine, robust compliance and risk management, customisable rule engines and global paymentconnectivity, which are delivered through the Group’s proprietary technology. Developed with a cloud-firstapproach, the Group’s technology architecture is designed to facilitate scalability, flexibility and the ease ofintegration with third party systems. The scalability and efficiency of the technology is further reflected in itsability to scale up to three times its current volumes without additional capital expenditure, thereby allowing it toprocess incremental volumes in the medium term at a very low marginal cost. The technology infrastructure alsoallows for seamless API integration with B2B clients, with the ability to provision the full spectrum of Finablrcapabilities to be offered either as an end-to-end solution or a modular capability. This has allowed the Group toonboard large, global customers and drive further volume growth.

As a critical capability lever supporting Finablr’s future growth, the Group expects to continue investing intechnology to bring to market innovative product and services, to keep pace with industry and competitivedevelopments. Over the three years ended 31 December 2018, the Group has incurred capital expenditure inrespect of technology investments of U.S.$162 million. Its current technology transformation program isexpected to conclude in 2019. Broadly, the Group believes that it has fully invested in its technology operatingplatform; however, in the event of growth beyond the anticipated peak volumes, or significant disruption due toemerging technologies, it may need to incur additional expenditures to extend and enhance its capabilities.

Acquisitions and disposals

The comparability of the Group’s financial results is affected by acquisitions and disposals during the periodsunder review. As a part of its growth strategy, the Group has acquired and expects to continue to acquire

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businesses that complement its existing operation. It has also disposed of businesses that it does not believe arecore to its operations. The Group assesses the suitability of acquisitions in accordance with a series of criteria,including expected internal rate of return, market and competitive dynamics, and growth and diversification(including systems, products and services) opportunities for the Group. During the periods under review, theGroup has made the following key acquisitions and disposals:

• In April 2016, the Group disposed of Travelex Outsourcing Pty Ltd, which provided DCC solutions toacquirers, merchants and business partners through “Currency Select”. The gross proceeds of the sale wereU.S.$42.1 million at the time of disposition;

• In August 2016, the Group acquired a 40.0 per cent. ownership interest in Travelex Emirates ExchangeLLC, with an entitlement to 55.0 per cent. of dividends and to appoint the majority of board members,which gave the Group control of the entity for accounting purposes. Therefore, Travelex Emirates ExchangeLLC has been consolidated as a subsidiary with a non-controlling interest from this date. The considerationpaid was the Group’s share in a joint venture, valued at U.S.$27.1 million;

• In November 2016, the Group disposed of Travelex Insurance Services Inc., a travel insurance brokerage inthe United States. The gross proceeds of the sale were U.S.$105.6 million;

• In February 2017, the Group acquired Global Money Remittance Pte Ltd. a cross-border payments providerin Singapore, for U.S.$6.1 million;

• In February 2017, the Group acquired Oman & UAE Exchange Centre Co. LLC, a a cross-border paymentsand foreign exchange provider in Oman, for U.S.$39.8 million;

• In August 2017, the Group acquired TOM Technology Services (Private) Limited and its Remit2India brandfor U.S.$15.3 million;

• In August 2017, the Group initially acquired a 13.3 per cent. interest in Swych Inc. and in November 2018,the Group increased its interest to 51 per cent., for a total aggregate consideration of U.S.$13.5 million;

• In November 2018, the Group acquired Times of Money Private Limited, a digital payments solutionsprovider, for U.S.$4.8 million;

• In November 2018, the Group entered into an agreement to purchase City International Exchange WLL, across-border payments and foreign exchange services provider in Kuwait. The Group expects thisacquisition to complete in 2019;

• In December 2018, the Group entered into an agreement to purchase the entire issued share capital ofMoneyDart Global Services Inc., subject to regulatory approval. See Part XII: “Additional Information—Related party transactions and other arrangements”;

• In January 2019, the Group completed the sale of its 100 per cent. shareholding in Africa Foreign ExchangeProprietary Limited to Tourvest Financial Services Proprietary Limited for a 25 per cent. of shareholding inthe enlarged Tourvest Financial Services Proprietary Limited. The overall loss on disposal is expected to beapproximately U.S.$512 thousand;

• In February 2019, the Group entered into an agreement with Unimoni Financial Services Limited to increaseits interest in the share capital of the company to approximately 70 per cent., subject to regulatory approval.See Part XII: “Additional Information—Related party transactions and other arrangements”; and

• During the second quarter of 2019, the Group entered into an agreement to purchase the entire issued sharecapital of Jordan UAE Exchange LLC, subject to regulatory approval. See Part XII: “AdditionalInformation—Related party transactions and other arrangements”.

Currency fluctuations

The Group’s reporting currency is the U.S. dollar. However, the Group’s principal subsidiaries conduct theirbusinesses in various other currencies, including euros, pounds sterling, Australian dollars, Brazilian reals, Saudiriyals, Indian rupees and UAE dirhams, and provide products and services that are denominated in over 120currencies.

The Group is subject to various currency exchange risks, including transaction risk and translation risk. TheGroup is exposed to transaction risk because fluctuations in foreign exchange rates impact the value in U.S.dollars of cash flows arising from the Group’s foreign-currency exchange business, particularly with respect tothe physical currencies it holds in store tills, ATMs and vaults, and its cross-border payments business, with

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respect to which it holds long currency positions with counterparty banks. The Group is exposed to translationrisk because the Group’s reporting currency is the U.S. dollar, while its subsidiaries report in their localcurrencies. Therefore, fluctuations in foreign exchange rates may impact the consolidation into U.S. dollars offoreign currency denominated assets, liabilities and earnings.

The Group manages its currency exposure primarily by matching currency assets with currency borrowings andcurrency swap transactions. As the Group has decided not to designate forward foreign currency and currencyswap contracts in hedge accounting relationships, all changes in fair values of such foreign currency forwardcontracts are recognised in the Group’s statement of profit or loss. See “—Qualitative Information about Risk—Foreign currency risk” for more information. If the Group is unable to hedge its position in a currency or isimperfectly hedged in respect of that currency, it may experience unrealised or realised losses.

Seasonality

The Group is subject to seasonality because a significant part of its business serves the leisure segment of thetravel industry, which is particularly active during the summer season in the Northern hemisphere. While theGroup’s margins are usually not affected by seasonality, its income is generally lower in the first quarter,particularly in the Consumer Foreign Exchange Solutions segment. Other seasonal factors such as migrantworker remittances, which are higher during festival seasons, may also affect the Group’s quarterly results ofoperations. In particular, the Islamic observance of Ramadan can impact cross-border payment transactionvolumes and income. As Ramadan is the ninth month of the Islamic calendar, the dates on which it falls in theGregorian calendar change each year. Therefore, the Group’s results for the financial quarter in which Ramadanfalls may be affected, preventing direct comparisons to equivalent periods in previous years.

Shareholder loans

As at 31 December 2018, the Group had outstanding a shareholder loan to BRS Ventures & Holdings Limited inthe amount of U.S.$330.3 million (comprising principal and accrued interest). In connection with theReorganisation, a liability will accrue to the Group in the amount of U.S.$388.6 million in consideration for thetransfer of shares in UAE Exchange Centre LLC and UX Holdings Limited to Finablr Limited. This liability willbe offset in part by relieving, in full, the obligation to repay the shareholder loan, which at the time of theReorganisation is expected to have an outstanding balance of U.S.$330.3 million (plus accrued interest as at31 March 2019). This will result in a reduction in the Group’s equity. The balance of the liability will becapitalised in exchange for the issuance of shares in Finablr Limited, which will have a positive impact on theGroup’s equity.

In addition, immediately prior to the Reorganisation, there was in aggregate U.S.$174.7 million in subordinatedloan notes issued by Group companies in favour of certain Shareholders. See Note 18 in Part X: “HistoricalFinancial Information”. U.S.$129 million (plus accrued interest as at 31 March 2019) will be capitalised inexchange for the issuance of shares in one of the group companies of Finablr Limited. The repayment of thebalance has been waived by such Shareholders, which will result in an increase in the Group’s equity.

As a result of the foregoing transactions, the Group’s equity, which was U.S.$632.7 million as at 31 December2018, will decline immediately after the Reorganisation.

Goodwill

As at 31 December 2018, the goodwill recognised on the Group’s statement of financial position wasU.S.$322.0 million. Goodwill is the excess of the fair value at the date of acquisition of the investments insubsidiaries over the fair value of net assets and other intangible assets acquired which is not otherwise allocatedto individual assets and liabilities. Goodwill is initially measured at cost and is reviewed at least annually forimpairment. Any impairment is recognised immediately in the Group’s statement of profit or loss and is notsubsequently reversed. Impairments can, therefore, have a non-cash impact on the Group’s results of operationsfor the relevant period. The Group did not make any significant impairments as a result of these reviews in 2017;however, in 2018, impairments of U.S.$19.5 million were made primarily due to lower EBITDA projections, andin 2016, took a provision primarily related to a U.S.$174.0 million impairment in goodwill that included aU.S.$12.7 million impairment of goodwill in the United Kingdom mainly as a result of lower profit projections; aU.S.$25.6 million impairment of goodwill in the Americas as a result of lower profit projections due to the saleof ATMs in North America and lower margins as a result of contract renewals and losses; a U.S.$55.4 millionimpairment of goodwill as a result of lower profit projections resulting from the Group exiting Prague airport in2016 and the impact of terrorism in Europe on trading in 2016 which impacted the Group’s expectations of

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growth in the forecast period; and a U.S.$55.4 million impairment of goodwill in Brazil, which was partiallyoffset by an increase in goodwill due to a foreign exchange difference, reflecting the strengthening of theBrazilian real against the pound sterling in 2015.

Current Trading and Prospects

Over the medium term, the Group is targeting high single-digit Group Adjusted Income growth, driven bycontinued double-digit growth in the Cross-Border Payments & Consumer Solutions and B2B & PaymentTechnology Solutions segments, which are expected to represent approximately 50 per cent. of Group AdjustedIncome over the same time. In the B2B & Payment Technology Solutions segment specifically, the Group’starget is to achieve an additional U.S.$150 million in Segment Adjusted Income in the medium term. The Groupis also targeting a Group Adjusted EBITDA margin of 20.0 per cent. in the medium term, driven by changes inthe Group’s business mix between its segments and segmental margin expansion. In addition, the Group istargeting capital expenditure to trend towards 3.0 to 4.0 per cent. of income, with a leverage ratio remainingunder 2.5 and an effective tax rate of 18.0 to 20.0 per cent., all over the medium term.

Description of Key Line Items

Income

The Group earns fees, commissions and currency margins on its products provided to customers and recognisescurrency gains and losses resulting from its currency positions. The key components of income are describedbelow.

• Foreign currency exchange gains and fee income –Foreign currency exchange gains and fee incomecomprises:

• Foreign currency exchange gains, which is the difference between the cost and selling price of currency(i.e., the foreign currency margin from cross-border payments and foreign exchange transactions), therevaluation of open foreign exchange positions to fair value and commissions earned on the sale andpurchase of currencies.

• Fees from B2B and payment technology solutions transactions, cross-border payments transactions,consumer solutions transactions and VAT-refund transactions.

• Finance income – Finance income primarily comprises interest income.

• Share of profit from joint ventures – Share of profit from joint ventures comprises the Group’s proportion ofthe net income earned through its joint venture investments.

• Gain on disposals/acquisitions of businesses – Gain on disposals/acquisitions of businesses comprises fairvalue gains or losses on business combinations, disposals of business and bargain purchase gains.

• Other income – Other income primarily comprises property rental income and dividend income.

Expenses

The key components of the Group’s expenses are described below:

• Employees’ salaries and benefits – Employees’ salaries and benefits comprise the Group’s staff payroll andbenefit expenses.

• Operating and administrative expenses – Operating and administrative expenses primarily comprise rent, aswell as trading costs, such as bank charges and security costs, and non-trading costs, such as those related toequipment rental and maintenance, advertising and other business promotions.

• Write-off of other receivables – Write-off of other receivables comprises write-offs of receivables fromagents and other third parties that are no longer recoverable.

• (Provision for)/reversal of provision for impairment loss – (Provision for)/reversal of provisions forimpairment loss primarily comprises goodwill impairments.

Finance costs

The Group’s finance costs primarily comprise bank loans and overdrafts, interest payable on senior securednotes, net exchange loses and refinancing related costs.

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Depreciation and amortisation

The Group’s depreciation expenses primarily relate to its land and buildings, leasehold improvements, fixturesand fittings, motor vehicles and computer hardware. The Group’s amortisation expenses primarily relate to itsgoodwill, computer software, customers relationships, brand names and licences, concession contracts andcorporate brand.

Income tax expense

The Group’s income tax expense comprises the current tax on profit for the year as well as the net increase ordecrease in deferred income tax assets and liabilities. Income tax is calculated at tax rates prevailing in therespective jurisdictions in which the Group operates. The GCC countries in which the Group operates do notcurrently enforce domestic income tax decrees and, therefore, the domestic tax rate in those countries is nil.

Profit from discontinued operations

Profit from discontinued operations comprise the profit of businesses disposed of by the Group during therelevant period.

Results of Operations

The table below sets forth the Group’s results of operations for the periods indicated.

For the year ended 31 December

2016 2017 2018

(U.S.$’000)

Continuing operations:

Income

Foreign currency exchange gains and feeincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,248,730 1,296,965 1,381,331

Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,346 13,266 17,019Share of profit from joint ventures . . . . . . . . . . . . 5,143 3,785 4,066Gain on disposals / acquisitions of businesses . . . 109,158 6,305 3,107Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,398 25,030 29,079

1,461,775 1,345,351 1,434,602

Expenses

Employees’ salaries and benefits . . . . . . . . . . . . . (413,104) (444,537) (478,784)Operating and administrative expenses . . . . . . . . . (757,468) (739,974) (764,592)Write off of other receivables . . . . . . . . . . . . . . . . (9,417) (1,650) (1,967)(Provision for) reversal of provision for

impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . (196,636) 7,161 (24,421)

(1,376,625) (1,179,000) (1,269,764)

Profit before interest, taxes, depreciation andamortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,150 166,351 164,838

Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (60,008) (108,743) (82,487)Depreciation and amortisation . . . . . . . . . . . . . . . (77,793) (73,506) (86,780)

Loss before income tax . . . . . . . . . . . . . . . . . . . . (52,651) (15,898) (4,429)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . (25,317) (18,696) (10,301)

Loss for the year from continuingoperations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (77,968) (34,594) (14,730)

Discontinued operations:Profit from discontinued operations . . . . . . . . . . . 169 1,696 1,466Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . (77,799) (32,898) (13,264)

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The table below sets forth the Group’s segment results for the periods indicated.

Cross-BorderPayments &ConsumerSolutions

ConsumerForeign

ExchangeSolutions

B2B &Payments

TechnologySolutions

Totalsegments

(U.S.$ ‘000)

Year ended 31 December 2016RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 260,320 737,632 210,373 1,208,325ExpensesEmployees’ salaries and benefits . . . . . . . . . . . . (84,350) (211,172) (52,306) (347,828)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,475) (330,928) (373) (370,776)Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (62,908) (133,374) (81,256) (277,538)

Segment profit/(loss) . . . . . . . . . . . . . . . . . . . . . 73,587 62,158 76,438 212,183

Year ended 31 December 2017RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297,546 756,569 251,004 1,305,119ExpensesEmployees’ salaries and benefits . . . . . . . . . . . . (93,819) (218,013) (58,638) (370,470)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,511) (332,207) (300) (376,018)Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (70,199) (132,819) (97,238) (300,256)

Segment profit/(loss) . . . . . . . . . . . . . . . . . . . . . 90,017 73,530 94,828 258,375

Year ended 31 December 2018RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326,701 786,479 278,638 1,391,818ExpensesEmployees’ salaries and benefits . . . . . . . . . . . . (97,608) (227,050) (69,341) (393,999)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,673) (322,512) (544) (363,729)Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (85,458) (150,596) (103,721) (339,775)

Segment profit/(loss) . . . . . . . . . . . . . . . . . . . . . 102,962 86,321 105,032 294,315

Income

Income increased by U.S.$89.3 million, or 6.6 per cent., from U.S.$1,345.4 million in 2017 toU.S.$1,434.6 million in 2018. This increase was primarily due to increases in foreign currency exchange gainsand fee income during the period. These increases were primarily attributable to the Cross-Border Payments &Consumer Solutions and B2B & Payments Technology Solution segments. From a geographic perspective,income attributable to the Middle East and UK & Europe regions grew by 18.8 per cent. and 0.9 per cent.,respectively, while income attributable to the Africa region grew by 26.9 per cent in 2018 compared to 2017.

Income decreased by U.S.$116.4 million, or 8.0 per cent., from U.S.$1,461.8 million in 2016 toU.S.$1,345.4 million in 2017. This decrease was primarily due to various consolidation related adjustments in2016 on account of a corporate reorganisation, which resulted in exceptional non-trading income, including gainson the disposals of three businesses. At the segmental level, income increased across all three segments between2016 and 2017.

Foreign currency exchange gains and fee income

Foreign currency exchange gains and fee income increased by U.S.$84.4 million, or 6.5 per cent., fromU.S.$1,297.0 million in 2017 to U.S.$1,381.3 million in 2018. This increase was primarily due to improvedtrading in the Middle East, the Asia Pacific region and Africa, and higher treasury income from the Cross-BorderPayments & Consumer Solutions segment.

Foreign currency exchange gains and fee income increased by U.S.$48.2 million, or 3.9 per cent., fromU.S.$1,248.7 million in 2016 to U.S.$1,297.0 million in 2017. This increase was primarily due to growth of theCross-Border Payments & Consumer Solutions segment in key corridors, including the Middle East, and growthin Africa. The Group does not consider its travellers cheque business to be a core business and, hence, theselosses do not reflect the performance of the Group’s underlying trading business.

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Finance income

Finance income increased by U.S.$3.8 million, or 28.3 per cent., to U.S.$17.0 million in 2018 fromU.S.$13.3 million in 2017, which reflected a decrease of U.S.$55.1 million, or 80.6 per cent., fromU.S.$68.3 million in 2016. The increase in 2018 was primarily due to the compounding of principal and interestfor one of the loans advanced, whereas the decrease in 2017 was primarily due to an exchange gain onintercompany loans and travellers’ cheques in 2016 compared to an exchange loss attributable to senior securednotes and travellers’ cheques in 2017.

Share of profit from joint ventures

Share of profit from joint ventures increased by U.S.$0.3 million, or 7.4 per cent., from U.S.$3.8 million in 2017to U.S.$4.1 million in 2018. This increase was primarily due to better trading in the Group’s Qatar joint ventureand stable profits in its other joint ventures.

Share of profit from joint ventures decreased by U.S.$1.4 million, or 26.4 per cent., from U.S.$5.1 million in2016 to U.S.$3.8 million in 2017. This decrease was primarily due to the conversion of the Travelex EmiratesExchange LLC Joint Venture into a subsidiary in August 2016. Therefore, for the first eight months of 2016,Travelex Emirates Exchange LLC’s results were accounted for as profits from joint ventures, whereas in 2017,its profits were consolidated as a subsidiary.

Gain on disposals/acquisitions of businesses

Gain on disposals/acquisitions of businesses decreased by U.S.$3.2 million, or 50.7 per cent., fromU.S.$6.3 million in 2017 to U.S.$3.1 million in 2018. This decrease was primarily due to lower bargain purchasegains on assets acquired in 2018 for less than their fair market value and a U.S.$0.4 million loss on account ofsale of Malaysian operations to the Group’s joint venture partner in Malaysia.

Gain on disposals/acquisitions of businesses decreased by U.S.$102.9 million, or 94.2 per cent., fromU.S.$109.2 million in 2016 to U.S.$6.3 million in 2017. This decrease was primarily due to the 2016 resultsreflecting exceptional gains on the disposal of other assets, including the sale of the Travelex Insurance ServicesInc, which was an insurance business in the United States, and Travelex Outsourcing Pty Ltd, which was adynamic currency conversion business in Australia.

Expenses

Expenses increased by U.S.$90.8 million, or 7.7 per cent., from U.S.$1,179.0 million in 2017 toU.S.$1,269.8 million in 2018. This increase was primarily due to a U.S.$34.2 million increase in employee costsand an U.S.$24.6 million increase in operating and administrative expenses, which were in line with the increasein the size of the Group’s workforce and cost base to support its continued growth during the period, as well as aprovision for impairment loss of U.S.$24.4 million relating to impairment of goodwill attributable to certainbusiness units as a result of lower EBITDA projections.

Expenses decreased by U.S.$197.6 million, or 14.4 per cent., from U.S.$1,376.6 million in 2016 toU.S.$1,179.0 million in 2017. This decrease was primarily due to a significant reversal of impairment loss in2016 and a reduction in the operating expenses incurred during the period.

Employee’s salary and benefits

Employee’s salary and benefits increased by U.S.$34.2 million, or 7.7 per cent., from U.S.$444.5 million in 2017to U.S.$478.8 million in 2018. This increase was primarily due to the Group having increased the proportion ofhigher skilled, higher cost employees in its workforce, particularly within its technical teams, to support itsstrategic growth initiatives.

Employee’s salary and benefits increased by U.S.$31.4 million, or 7.6 per cent., from U.S.$413.1 million in 2016to U.S.$444.5 million in 2017. Employee expenses increased between 2016 and 2017 due to pay increases, bonuspayments and additional recruitment mainly for expansion in Europe, the Middle East and the Asia Pacific regionas well as to establish a central technical team with a specialised skillset. The addition of employees throughacquisitions also had an impact on total employee costs.

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Operating and administrative expenses

Operating and administrative expenses increased by U.S.$24.6 million, or 3.3 per cent., from U.S.$740.0 millionin 2017 to U.S.$764.6 million in 2018. This increase was primarily due to a U.S.$11.8 million increase inadvertisement and business promotion expenses relating to the promotion of digital channels and aU.S.$13.4 million increase in trading costs on account of growth in the business, which was partially offset by aU.S.$12.4 million decrease in rent expenses following the closure of an airport concession in Hong Kong in2018. Legal, professional consultancy and travel costs also increased as a result of the Reorganisation.

Operating and administrative expenses decreased by U.S.$17.5 million, or 2.3 per cent., from U.S.$757.5 millionin 2016 to U.S.$740 million in 2017. This decrease was primarily due to the impact of exchange rate fluctuationsbetween the pound sterling and U.S. dollar. Rental charges increased due to an expansion of outlets in the MiddleEast and UK & Europe regions, which were partially offset by reduced rental costs in the Americas and AsiaPacific regions due to store closures and exits from the Hong Kong, Sydney and Toronto airports.

Write-off of other receivables

Write-off of other receivables increased by U.S.$0.3 million, or 19.2 per cent., to U.S.$2.0 million in 2018 fromU.S.$1.7 million in 2017, which reflected a decrease of U.S.$7.8 million, or 82.5 per cent., from U.S.$9.4 millionin 2016. This decrease was primarily due to U.S.$7.8 million being written off in 2016 following cyberattacks onthe SWIFT banking network, which reflected the excess over the Group’s computer crimes insurance limit at thetime of U.S.$10 million.

(Provision for)/reversal of provision for impairment loss

The Group had a provision for impairment loss of U.S.$24.4 million in 2018, a reversal of impairment loss ofU.S.$7.2 million in 2017 and a provision for impairment loss of U.S.$196.6 million in 2016. The provision in2018 primarily related to impairment of goodwill attributable to certain business units as a result of lowerEBITDA projections. The reversal in 2017 primarily related to a reversal of the 2016 excess impairment chargeon intangibles. The provision in 2016 primarily related to a U.S.$174.0 million impairment in goodwill thatincluded a U.S.$12.7 million impairment of goodwill in the United Kingdom mainly as a result of lower profitprojections; a U.S.$25.6 million impairment of goodwill in the Americas as a result of lower profit projectionsdue to the sale of ATMs in North America and lower margins as a result of contract renewals and losses; aU.S.$55.4 million impairment of goodwill in EMEA as a result of lower profit projections resulting from theGroup exiting Prague airport in 2016 and the impact of terrorism in Europe on trading in 2016 which impactedthe Group’s expectations of growth in the forecast period; and a U.S.$55.4 million impairment of goodwill inBrazil, which was partially offset by an increase in goodwill due to a foreign exchange difference, reflecting thestrengthening of the BRL against the pound sterling in 2015. There was also a U.S.$11.6 million softwareimpairment pertaining to a write-off of certain software assets due to Group’s investment in replacementtechnology.

Finance costs

Finance costs decreased by U.S.$26.3 million, or 24.1 per cent., from U.S.$108.7 million in 2017 toU.S.$82.5 million in 2018. This decrease was primarily due to U.S.$8.4 million in refinancing costs having beenincurred in 2017 in connection with refinancing the Group’s existing 8.0 per cent. senior secured notes due in2018 and its floating rate notes due 2018 and lower exchange losses in 2018, which were partially offset by anincrease in interest on bank loans and overdrafts of U.S.$5.8 million in 2018.

Finance costs increased by U.S.$48.7 million, or 81.2 per cent., from U.S.$60.0 million in 2016 toU.S.$108.7 million in 2017. This increase was primarily due to the refinancing of bonds at a higher interest rateduring 2016, the impact of exchange rate fluctuations and interest costs incurred in respect of an additional bankfacility of U.S.$250.0 million that was obtained in March 2016 and the resulting full year impact in 2017 of theassociated interest increase.

Depreciation and amortisation

Depreciation and amortisation increased by U.S.$13.3 million, or 18.1 per cent., from U.S.$73.5 million in 2017to U.S.$86.8 million in 2018. This increase was primarily due to a U.S.$10.7 million incremental charge oncomputer software.

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Depreciation and amortisation decreased by U.S.$4.3 million, or -5.5 per cent., from U.S.$77.8 million in 2016 toU.S.$73.5 million in 2017.

Income tax expense

Income tax expense decreased by U.S.$8.4 million, or 44.9 per cent., from U.S.$18.7 million in 2017 toU.S.$10.3 million in 2018. This decrease was primarily due to deferred tax benefits of U.S.$9.0 millioncompared to a U.S.$7.2 million deferred tax expense in 2017, which was partially offset by an increase in currenttax of U.S.$7.8 million.

Income tax expense decreased by U.S.$6.6 million, or 26.2 per cent., from U.S.$25.3 million in 2016 toU.S.$18.7 million in 2017. This decrease was primarily due to fluctuations due to tax rates applicable in variousjurisdictions in which the Group operated, and the claims and rebates applicable for set-off. In addition, taxcharges were higher in 2016 due to gains realised on exceptional items, such as the gain on disposal of businessesand exchange gains on intercompany loans.

Loss for the year from continuing operations

As a result of the factors explained above, the loss for the year from continuing operations was U.S.$14.7 millionin 2018, a decrease of U.S.$19.9 million, or 57.4 per cent., from U.S.$34.6 million in 2017, which was a decreaseof U.S.$43.4 million, or 55.6 per cent., from U.S.$78.0 million in 2016.

Loss for the year

As a result of the factors explained above, the Group’s loss for the year was U.S.$13.3 million in 2018, adecrease of U.S.$19.6 million, or 59.7 per cent., from U.S.$32.9 million in 2017, which was a decrease ofU.S.$44.9 million, or 57.7 per cent., from U.S.$77.8 million in 2016.

Liquidity and Capital Resources

The Group’s principal liquidity requirements arise from funding operational expenses such as employees’salaries and benefits, rents, trading costs, servicing and repayment of loans, investments in technology, strategicinvestments and acquisitions. During the periods under review, the Group’s liquidity needs were primarilyfunded with cash generated internally by operating activities, bank borrowings and advances from shareholders.

Cash flows

The table below sets forth the changes to the Group’s cash from operating, investing and financing activities in2016, 2017 and 2018.

For the year ended 31 December

2016 2017 2018

(U.S.$ ’000)

Net cash from/(used in):Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . 18,082 257,030 130,987Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . (37,259) (104,056) (94,833)Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . 218,736 (54,093) (69,484)

Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,408) 21,706 (9,441)

Net increase/(decrease) in cash and cash equivalents . . . . 151,151 120,587 (42,771)

Net cash from operating activities

Net cash from operating activities decreased by U.S.$126.0 million, or 49.0 per cent., from U.S.$257.0 million in2017 to U.S.$131.0 million in 2018. Net cash from operating activities increased by U.S.$238.9 million, or1,321.5 per cent., from U.S.$18.1 million in 2016 to U.S.$257.0 million in 2017. These changes were attributableto changes in trade and other receivables and trade and other payables in the ordinary course of business duringthe relevant periods. The receivable and payable balances are closely related to whether the last day of the year isa weekend or a weekday. During normal weekdays, transactions are settled on the same day or next business day,whereas if the last day of the year falls on a weekend, the settlement of payables and receivables will happen onlyon the next banking day which results in an accumulation of both receivables and payables at the end of the year.

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Net cash used in investing activities

Net cash used in investing activities decreased by U.S.$9.2 million, 8.9 per cent., from U.S.$104.1 million in2017 to U.S.$94.8 million in 2018. This decrease was primarily attributable to a cash outflow ofU.S.$10.4 million against an inflow of U.S.$27.1 million in 2017 in connection with acquisitions of businessesand non-controlling interests; outflows from the acquisition of intangible assets in 2018 decreased byU.S.$2.9 million; and there were no cash flows in connection with loan to BRS Ventures & Holdings Limited in2018, while there was an outflow of U.S.$40.2 million in 2017.

Net cash used in investing activities increased by U.S.$66.8 million, 179.3 per cent., from U.S.$37.3 million in2016 to U.S.$104.1 million in 2017. This increase was primarily attributable to an incremental loan to BRSVentures & Holdings Limited in the amount of U.S.$40.2 million, U.S.$97.3 million in investments in propertyand equipment and intangible assets and net cash acquired as part of business combinations in the amount ofU.S.$27.1 million. In 2016, the net cash used in investing activities comprised a U.S.$257.3 million loanextended to BRS Ventures & Holdings Limited to refinance the Travelex acquisition, U.S.$63.5 million ininvestments in property and equipment and intangible assets, U.S.$137.3 million in proceeds from the disposal ofbusinesses, U.S.$52.8 million from encashment of term deposits.

Net cash from/(used in) financing activities

Net cash used in financing activities increased by U.S.$15.4 million, or 28.5 per cent., from U.S.$54.1 million in2017 to U.S.$69.5 million in 2018. This increase was primarily attributable to an increase in net borrowings ofU.S.$53.6 million between 2017 and 2018, a decrease in the net movement in advances from shareholders ofU.S.$76.7 million, a decrease in dividends paid of U.S.$30.0 million and an increase on interest paid onborrowings of U.S.$39.8 million.

Net cash used in financing activities were U.S.$54.1 million in 2017, compared to net cash from financingactivities of U.S.$218.7 million in 2016. In 2017, net cash used in financing activities comprised net outflows ofU.S.$97.8 million in interest paid on borrowings and U.S.$54.5 million in dividends distributed, which wereoffset in part by net borrowings of U.S.$8.6 million and U.S.$87.4 million in advances received fromshareholders. In 2016, the net cash from financing activities comprised a net inflow of borrowings ofU.S.$325.0 million, U.S.$43.6 million in advances received from shareholders and U.S.$98.3 million individends distributed.

Net working capital movement

The Group’s net working capital in 2018 decreased by U.S.$22.3 million compared to 2017. In comparison, networking capital increased by U.S.$133.9 million in 2017, compared to a decrease of U.S.$86.6 million in 2016.The wide fluctuation in net working capital was due to the day on which the financial year ended (weekend vsweekday).

Capital expenditure

The table below sets forth the Group’s capital expenditure for the periods indicated.

For the year ended 31 December

2016 2017 2018

(U.S.$ ’000)

Purchase of property & equipment . . . . . . . . . . . . . . . . . . . . . 30,533 36,956 38,417Purchase of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . 32,945 60,343 57,493

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,478 97,299 95,910

The Group’s capital expenditures in 2018 comprised investments in intangible assets of U.S.$57.5 million,mainly relating to internally generated computer software and related work in progress (i.e., assets pendinginstallation), and investments in property and equipment of U.S.$38.4 million, including the purchase of furnitureand fixtures of U.S.$18.5 million and investments in computer hardware of U.S.$3.8 million.

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The Group’s capital expenditures in 2017 comprised investments in intangible assets of U.S.$60.3 million,mainly relating to internally generated computer software for the Group’s digital payments platform as well asthe procurement of external software and related work in progress, and investments in property and equipment ofU.S.$37.0 million, including the purchase of furniture and fixtures of U.S.$21.6 million and investments incomputer hardware of U.S.$17.0 million.

The Group’s capital expenditures in 2016 comprised investments in intangible assets of U.S.$32.9 million,mainly relating to internally generated computer software and related work in progress, and investments inproperty and equipment of U.S.$30.5 million, including the purchase of furniture and fixtures ofU.S.$14.1 million and investments in computer hardware of U.S.$2.9 million in 2016.

Borrowings

The tables below set forth the Group’s total borrowings and their maturity profile as at 31 December 2018.

31 December 2018

(U.S.$ ‘000)

Current

Term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,526Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

81,526Non-current

Borrowings from non-related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388,610Senior secured notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405,826Borrowings from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174,672

969,108

Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,050,634

Borrowings from non-related parties

The Group’s borrowings from non-related parties comprise its outstanding term loans. On 31 March 2016, theGroup completed the refinancing of its debt by obtaining a new term loan amounting to U.S.$150.0 million. Thenew term loan was used to settle all loan facilities previously taken by the Group and the bank overdraft ofU.S.$20.0 million which expired on 31 March 2016. The term loan carries interest at LIBOR plus 2.85 per cent.per annum and is due to mature on March 2023. Repayments are made on an annual basis with a final bulletpayment due at maturity. The new term loan is subject to various other terms and conditions including financingcovenants requiring UX Holdings Limited and its subsidiaries and UAE Exchange UK Limited and itssubsidiaries (all together, the “UAE Exchange Group”) to maintain, among others, a tangible net worth of notless than U.S.$109 million.

On 31 March 2016, the Group obtained an additional term loan amounting to U.S.$250.0 million. The proceedsfrom the new term loan were transferred to a related party, BRS Ventures & Holdings Limited. The term loancarries interest at LIBOR plus 2.85 per cent. per annum and is due to mature on March 2023. Repayments aremade on an annual basis with a final bullet payment due at maturity. The term loan is subject to various otherterms and conditions including financing covenants requiring the UAE Exchange Group to maintain, amongothers, a tangible net worth of not less than U.S.$109 million.

During 2016, a short-term facility was obtained from a commercial bank with repayment required in equalinstalments every quarter. The facility is revolving and is redrawn at the end of each repayment and carriesinterest at LIBOR plus 2.5 per cent.

During 2017, a short-term revolving facility was obtained from a commercial bank with a tenor of 3 months witha bullet repayment required at the end of the tenor. The facility carries interest at the Emirates Interbank OfferedRate (“EIBOR”) plus a margin per annum, with a minimum of 5.0 per cent. per annum.

In addition, the existing £90.0 million revolving credit facility due in 2018 was cancelled in its entirety andreplaced with a new facility of £90.0 million due in 2022. The facility carries interest at LIBOR or, for loansdenominated in euro, the Euro Interbank Offered Rate (“EURIBOR”), plus a margin of 3.50 per cent. per annum.

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Senior secured notes

On 5 May 2017, the Group raised €360 million aggregate principal amount of 8.0 per cent. senior secured notesdue in 2022. The net proceeds from the offering were used to redeem in full the amounts outstanding under theGroup’s existing 8.0 per cent. senior secured notes due in 2018 and its floating rate notes due 2018, together withunpaid interest and redemption premium on these notes, and to pay commissions, fees and expenses associatedwith the offering and related transactions.

Borrowings from related parties

Borrowings from related parties include a subordinated loan note repayable in 2045 issued in favour of Dr Shettyon 4 December 2015 with a contractual annual compound interest rate of 2.0 per cent. however, 9.2 per cent. isconsidered a fair market rate of interest applied on similar instruments. Further subordinated loan notes repayablein 2045 were issued in favour of Dr Shetty, Saeed Mohamed Butti Mohamed Al Qebaisi and Khaleefa ButtiOmair Yousif Al Mauhairi on 14 December 2016, 17 January 2017 and 23 February 2017 with a contractualannual compound interest rate of 10.2 per cent., which is considered to be a fair market rate in the market at thedate of issuance. As at 31 December 2018, the balance of these loan notes was U.S.$129.0 million.

The Group has also issued loan notes of U.S.$45.7 million as at 31 December 2018, which carry interest at therate of 8.0 per cent., to related parties as consideration for businesses acquired by the Group. The loan notesmature in 2024 and 2025, but these loans will be restructured as a part of the Reorganisation and will no longerbe part of the Group. See “—Key Factor’s Affecting the Group’s Results of Operations—Shareholder loans”. In2018, the interest on the loan notes amounted to U.S.$3.4 million (2017: U.S.$3.0 million; 2016: nil).

Contingencies and commitments

The table below sets forth the principal categories of the Group’s contingencies and commitments as at31 December 2018.

As at 31December

2018

(U.S.$ ‘000)

Bankers’ letters of guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 83,563Commitments for future capital expenditure . . . . . . . . . . . . 2,011Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 267Provision for Global Blue Claim . . . . . . . . . . . . . . . . . . . . . . —

For more information on the Group’s litigation provisions, see Part XII: “Additional Information—Litigation”.

The table below sets forth the Group’s operating lease commitments as at 31 December 2018 by maturity.

Within oneyear

Between oneand five

yearsMore thanfive years

(U.S.$ ‘000)

Operating lease commitments (as lessee) . . . . . . . . . . 199,888 267,583 86,101Operating lease commitments (as lessor) . . . . . . . . . . 196 608 325

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,084 268,191 86,426

Off-balance sheet arrangements

As at 31 December 2018, the Group has issued U.S.$55.8 million (2017: U.S.$34.8 million; 2016: U.S.$34.8million) of surety guarantees to certain states in the United States in connection with its businesses.

Qualitative Information about Risk

The main risks arising from the Group’s financial instruments are market risk (including foreign currency andinterest rate), credit risk and liquidity risk. The Board of the Group approves prudent treasury policies formanaging each of the risks, as applicable, described below. Quantitative disclosures of these risks are presentedin note 24 in Part X: “Historical Financial Information”.

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Foreign currency risk

The Group has significant overseas operations that conduct business in foreign currencies, including U.S. dollars,euros, pounds sterling, Saudi riyals, Indian rupees and UAE dirhams. As a result, it is subject to foreign exchangeexposures arising from the translation of the results and underlying net assets of its overseas operations into U.S.dollars. The Group’s statement of financial position currency exposure is primarily managed by matchingcurrency assets with currency borrowings and currency swap transactions. The largest currency liabilities arecreated from the sale of travellers’ cheques and multi-currency travel cards. All such liabilities are hedged eitherby ensuring investments and/or cash deposits are held in the same currencies as the liabilities or by forwardforeign currency and currency swap transactions. For operational reasons, the Group has decided not to designateforward foreign currency and swap currency contracts in hedge accounting relationships. Consequently, allchanges in fair values of such foreign currency forward contracts are recognised in the statement of profit or loss.

Interest rate risk

The Group is exposed to interest rate risk on its interest-bearing liabilities. The Group borrows and invests atboth fixed and floating rates of interest and utilises interest rate swaps to manage interest rate exposures whereappropriate.

Credit risk

Credit risk arises from the possibility that the Group will incur losses from customers’ failure to meet theirobligations. All material credit exposures require approval by authorised individuals or credit committees,independent of business revenue generation. Credit exposures are monitored periodically against approved risklimits. The Group is primarily exposed to settlement risk from customers performing commercial foreignexchange transactions with the Group.

Liquidity risk

Liquidity risk is the risk that the Group will be unable to meet its funding requirements.

The daily settlement flows in respect of financial asset and liability, spot and swap contracts require adequateliquidity which is provided through uncommitted intra-day settlement facilities. These facilities are provided by adiversified set of financial institutions with which the Group has a substantial trading history. Global cashmanagement is an important daily activity and the Group operates a policy of centralising surplus cash in order tofacilitate intra-group funding and to minimise external borrowings requirements.

Travellers’ cheques can be encashed at any time following issue, although the encashment profile of travellers’cheques awaiting redemption is not reflective of this contractual maturity date. The encashment profile oftravellers’ cheques awaiting redemption is monitored on a monthly basis to ensure the Group has the liquidity tomeet encashment once made. The Directors estimate that at 31 December 2018, U.S.$17.0 million (2017:U.S.$16.9 million; 2016: U.S.$17.0 million) equivalent of the travellers’ cheques awaiting redemption will beencashed within twelve months.

Critical Accounting Judgments and Estimates

In the application of its accounting policies, the Group is required to make judgements, estimates andassumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.The estimates and associated assumptions are based on historical experience and other factors that are consideredto be relevant. The following critical judgements and sources of estimation uncertainty are considered to be themost significant. For further detail, see note 2.5 in Part X: “Historical Financial Information”.

Provision for expected credit losses on trade and other receivables

The Group uses a provision matrix to calculate ECLs for trade and other receivables. The provision rates arebased on days past due for groupings of various customer segments that have similar loss patterns (i.e., bygeography, product type, customer type and rating etc.).

The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibratethe matrix to adjust the historical credit loss experience with forward-looking information. At every reportingdate, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

112

The assessment of the correlation between historical observed default rates, forecast economic conditions andECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecasteconomic conditions. The Group’s historical credit loss experience and forecast of economic conditions may alsonot be representative of customer’s actual default in the future.

As at 31 December 2018, gross trade and other receivables amounted to U.S.$442.1 million (2017:U.S.$515.2 million; 2016: U.S.$333.9 million) with an allowance for expected credit losses of U.S.$5.3 million(2017 and 2016: provision for doubtful debts of nil). Any difference between the amounts actually collected infuture periods and the amounts expected to be received will be recognised in the combined statement ofcomprehensive income.

Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation ofthe value in use of the cash generating units to which the goodwill is allocated. Estimating the value in userequires the Group to make an estimate of the expected future cash flows from the cash generating unit and alsoto choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amountof goodwill at 31 December 2018 was U.S.$322.0 million (2017: U.S.$359.9 million; 2016: U.S.$330.6 million).

Impairment of intangible assets with indefinite lives

Intangible assets with indefinite lives are tested for impairment annually as at 31 December either individually orat the cash generating units level, as appropriate, and when circumstances indicate that the carrying value may beimpaired. The carrying amount of intangible assets at 31 December 2018 was U.S.$424.1 million (2017:U.S.$446.4 million; 2016: U.S.$377.9 million).

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PART XHISTORICAL FINANCIAL INFORMATION

Section A: Accountant’s Report on Historical Financial Information of the Group

9 April 2019

The DirectorsFinablr PLC17th Floor, The TowerThe Bower, 207 Old StreetLondon EC1V 9NR

Dear Sirs

Combined financial information of UAE Exchange Centre LLC, UX Holdings Limited, UAE Exchange UKLimited, Travelex Holdings Limited and Finablr Limited and their respective subsidiaries

We report on the combined financial information of UAE Exchange Centre LLC, UX Holdings Limited, UAEExchange UK Limited, Travelex Holdings Limited and Finablr Limited and their respective subsidiaries(collectively referred to as “the Group”) for the years ended 31 December 2016, 2017 and 2018 (the “HistoricalFinancial Information”) as set out in Section B of this Part X “Historical Financial Information” of theregistration document of Finablr PLC (the “Company”) dated 9 April 2019. The Historical Financial Informationhas been prepared for inclusion in the registration document dated 9 April 2019 of the Company on the basis ofthe accounting policies set out in note 2.4 to the Historical Financial Information. This report is required by item20.1 of Annex I of Commission Regulation (EC) 809/2004 and is given for the purpose of complying with thatitem and for no other purpose.

Save for any responsibility that may arise under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extentthere provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept anyliability to any other person for any loss suffered by any such other person as a result of, arising out of, or inconnection with this report or our statement, required by and given solely for the purposes of complying withitem 23.1 of Annex I to Commission Regulation (EC) 809/2004, consenting to its inclusion in the registrationdocument.

Responsibilities

The Directors of the Company are responsible for preparing the Historical Financial Information in accordancewith the basis of preparation set out in Note 2.1 to the Historical Financial Information.

It is our responsibility to form an opinion on the Historical Financial Information and to report our opinion toyou.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing PracticesBoard in the United Kingdom. Our work included an assessment of evidence relevant to the amounts anddisclosures in the Historical Financial Information. It also included an assessment of significant estimates andjudgments made by those responsible for the preparation of the Historical Financial Information and whether theaccounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considerednecessary in order to provide us with sufficient evidence to give reasonable assurance that the HistoricalFinancial Information is free from material misstatement whether caused by fraud or other irregularity or error.

Our work has not been carried out in accordance with auditing or other standards and practices generallyaccepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out inaccordance with those standards and practices.

Opinion

In our opinion, the Historical Financial Information gives, for the purposes of the registration document dated9 April 2019, a true and fair view of the state of affairs of the Group as at the dates stated and of its profits andcash flows for the periods then ended in accordance with the basis of preparation set out in Note 2.1 to theHistorical Financial Information.

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Declaration

For the purposes of item 1.2 of Annex I to Commission Regulation (EC) 809/2004 we are responsible for thisreport as part of the registration document and declare that we have taken all reasonable care to ensure that theinformation contained in this report is, to the best of our knowledge, in accordance with the facts and contains noomission likely to affect its import. This declaration is included in the registration document in compliance withitem 1.2 of Annex I of Commission Regulation (EC) 809/2004.

Yours faithfully

Ernst & Young Middle East (Abu Dhabi Branch)

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PART X

Section B: Historical Financial Information of the Group for the three years ended 31 December 2016,2017 and 2018

COMBINED STATEMENT OF PROFIT OR LOSSFor the year ended 31 December 2018, 2017 and 2016

2018 2017 2016

Notes USD (‘000) USD (‘000) USD (‘000)

CONTINUING OPERATIONS

INCOMEForeign currency exchange gains and fee income . . . . . . . . . . . . 1,381,331 1,296,965 1,248,730Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 17,019 13,266 68,346Share of profit from joint ventures . . . . . . . . . . . . . . . . . . . . . . . . 11 4,066 3,785 5,143Gain on disposals / acquisitions of businesses . . . . . . . . . . . . . . . 5 3,107 6,305 109,158Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,079 25,030 30,398

1,434,602 1,345,351 1,461,775

EXPENSESEmployees’ salaries and benefits . . . . . . . . . . . . . . . . . . . . . . . . . (478,784) (444,537) (413,104)Operating and administrative expenses . . . . . . . . . . . . . . . . . . . . 4 (764,592) (739,974) (757,468)Write off of other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 (1,967) (1,650) (9,417)(Provision for) reversal of provision for impairment loss . . . . . . 9 & 10 (24,421) 7,161 (196,636)

(1,269,764) (1,179,000) (1,376,625)

Profit before interest, taxes, depreciation and amortisation . . . . . 164,838 166,351 85,150Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 (82,487) (108,743) (60,008)Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 & 10 (86,780) (73,506) (77,793)

(169,267) (182,249) (137,801)

Loss before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,429) (15,898) (52,651)Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 (10,301) (18,696) (25,317)

Loss for the year from continuing operations . . . . . . . . . . . . . (14,730) (34,594) (77,968)

DISCONTINUED OPERATIONSProfit from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . 27 1,466 1,696 169

LOSS FOR THE YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,264) (32,898) (77,799)

Attributable to:Equity holders of the Group . . . . . . . . . . . . . . . . . . . . . . . . . (38,901) (69,088) (95,671)Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 25,637 36,190 17,872

(13,264) (32,898) (77,799)

116

COMBINED STATEMENT OF OTHER COMPREHENSIVE INCOMEFor the year ended 31 December 2018, 2017 and 2016

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,264) (32,898) (77,799)

Other comprehensive (loss) income for the year

Items that may be subsequently reclassified to profit or lossExchange differences on overseas operations . . . . . . . . . . . . . . . . . . . . . . . . . . (31,632) 21,776 (71,937)Exchange differences recycled on disposal of businesses (note 27.1) . . . . . . . . — — 4,602Movement on unrealised gain on available for sale investments . . . . . . . . . . . . — 2,219 135

(31,632) 23,995 (67,200)

Items that will not be reclassified to profit or lossMovement on unrecognised gain on financial assets held at fair value through

other comprehensive income (OCI) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,863 — —

(25,769) 23,995 (67,200)

TOTAL COMPREHENSIVE LOSS FOR THE YEAR . . . . . . . . . . . . . . . . (39,033) (8,903) (144,999)

Attributable to:Equity holders of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,367) (51,850) (151,630)Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,334 42,947 6,631

(39,033) (8,903) (144,999)

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COMBINED STATEMENT OF FINANCIAL POSITIONAt 31 December 2018, 2017 and 2016

2018 2017 2016

Notes USD (‘000) USD (‘000) USD (‘000)

ASSETSNon-current assetsProperty and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 109,357 107,363 93,873Goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . 9 746,099 806,249 708,502Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 15,048 10,080 16,835Investments in joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 36,591 36,293 35,050Loan to BRS Ventures & Holdings Limited . . . . . . . . . . . . . . . . . . . . 25 330,341 317,628 266,567Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 25,343 31,584 13,602

1,262,779 1,309,197 1,134,429Reimbursement right and restricted assets . . . . . . . . . . . . . . . . . . . . . . 14 488,204 513,282 513,270Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.2 5,757 — —

1,756,740 1,822,479 1,647,699

Current assetsTrade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 411,529 483,645 320,293Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 24,262 21,306 15,357Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 1,134,400 1,248,075 1,050,156

1,570,191 1,753,026 1,385,806Reimbursement right and restricted assets . . . . . . . . . . . . . . . . . . . . . . 14 7,037 7,990 9,165

1,577,228 1,761,016 1,394,971

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,333,968 3,583,495 3,042,670

EQUITY AND LIABILITIESEquityInvested capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 473,940 556,108 507,161

Equity attributable to owners of the Group . . . . . . . . . . . . . . . . . . . . . 473,940 556,108 507,161Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 158,782 192,374 202,267

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,722 748,482 709,428

Non-current liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 969,108 933,750 844,914Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 768 1,445 867Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 23,062 30,448 29,520Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 38,828 45,750 42,277

1,031,766 1,011,393 917,578

Current liabilitiesTrade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 965,803 1,038,028 706,984Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 81,526 59,999 51,060Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 115,687 188,447 111,023Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 4,734 10,156 19,444

1,167,750 1,296,630 888,511Travellers’ cheques awaiting redemption . . . . . . . . . . . . . . . . . . . . . . 14 499,555 526,990 527,153Liabilities in respect of assets held for sale . . . . . . . . . . . . . . . . . . . . . 27.2 2,175 — —

1,669,480 1,823,620 1,415,664

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,701,246 2,835,013 2,333,242

TOTAL EQUITY AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . 3,333,968 3,583,495 3,042,670

118

COMBINED STATEMENT OF CASH FLOWSFor the year ended 31 December 2018, 2017 and 2016

2018 2017 2016

Notes USD (‘000) USD (‘000) USD (‘000)

OPERATING ACTIVITIESLoss before tax from continuing operations . . . . . . . . . . . . . . . . . . . . (4,429) (15,898) (52,651)Profit from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . 1,466 1,696 169

Loss before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,963) (14,202) (52,482)

Adjustments for:Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 (17,019) (13,266) (68,346)Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 82,487 108,743 60,008Share of profit from joint ventures . . . . . . . . . . . . . . . . . . . . . . . 11 (4,066) (3,785) (5,143)Depreciation and amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . 9 & 10 86,780 73,506 77,793Provision (reversal of provision) for impairment loss . . . . . . . . 9 & 10 24,421 (7,161) 196,636Write-off of doubtful receivables . . . . . . . . . . . . . . . . . . . . . . . . 12 1,967 1,650 9,417Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 4,255 13,513 6,062Gain on disposals / acquisitions of businesses, net . . . . . . . . . . . 5 (3,107) (6,305) (109,158)

172,755 152,693 114,787Working capital changes and other items:

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,602 (174,949) 25,766Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (81,394) 332,539 (83,722)Provisions utilised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,140) (24,723) (26,758)Reimbursement right and restricted assets . . . . . . . . . . . . . . . . . 26,031 1,163 36,379Travellers’ cheques awaiting redemption . . . . . . . . . . . . . . . . . . (27,435) (163) (38,313)

Cash from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,419 286,560 28,139Taxation paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,432) (29,530) (10,057)

Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . 130,987 257,030 18,082

INVESTING ACTIVITIESFinance income received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,306 2,406 59,039Loan to BRS Ventures & Holdings Limited . . . . . . . . . . . . . . . . . . . . — (40,201) (257,260)Purchase of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 10 (38,417) (36,956) (30,533)Purchase of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 (57,493) (60,343) (32,945)Proceeds from sale of property and equipment and intangible

assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,427 3,482 2,507Disposal of business, net of cash paid . . . . . . . . . . . . . . . . . . . . . . . . . 27.1 (977) 1,827 137,280Dividends received from joint ventures . . . . . . . . . . . . . . . . . . . . . . . 11 3,326 2,302 2,229Disposal (addition) of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,909 (3,730) (251)Term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,519) 92 52,757Incorporation of business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,362Net cash (paid) acquired on acquisition of businesses and

non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,395) 27,065 28,556

Net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . . . (94,833) (104,056) (37,259)

119

COMBINED STATEMENT OF CASH FLOWS continuedFor the year ended 31 December 2018, 2017 and 2016

2018 2017 2016

Notes USD (‘000) USD (‘000) USD (‘000)

FINANCING ACTIVITIESCapital contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 246 100Proceeds from borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,924 489,022 455,073Borrowings repaid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,658) (480,417) (130,061)Net movement in advance from shareholders . . . . . . . . . . . . . . . . . . . . 10,771 87,430 43,607Finance costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57,973) (97,790) (52,625)Redemption of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (128) (271) —Dividend paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (84,503) (54,501) (98,293)Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 2,188 935

Net cash flows (used in) from financing activities . . . . . . . . . . . . . . . . (69,484) (54,093) 218,736

Exchange differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,441) 21,706 (48,408)

NET (DECREASE) INCREASE IN CASH AND CASHEQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (42,771) 120,587 151,151

Cash and cash equivalents at beginning of the year . . . . . . . . . . . . . . . 1,059,012 938,425 787,274

CASH AND CASH EQUIVALENTS AT 31 DECEMBER . . . . . . 16 1,016,241 1,059,012 938,425

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NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

1 GENERAL INFORMATION

On 26 July 2018, Finablr plc was incorporated to serve as the holding company for the purposes of listing on theLondon Stock Exchange (LSE). Prior to admission, Finablr plc will acquire the entire issued share capital ofFinablr Limited.

On 28 June 2018, Finablr Limited was incorporated in Abu Dhabi, United Arab Emirates as a private companylimited by shares under the Abu Dhabi Global Market Companies Regulations of 2015, to hold investments inthe following entities as part of a significant restructuring (“the Restructuring”) in preparation for an initialpublic offering (“IPO”):

Name of company Country of incorporation Percentageholding

UAE Exchange Centre LLC and its subsidiaries United Arab Emirates 40%UX Holdings Limited and its subsidiaries United Arab Emirates 40%UAE Exchange UK Limited and its subsidiaries United Kingdom 40%Travelex Holdings Limited and its subsidiaries United Kingdom 91%

A full list of the subsidiaries is included in note 2.2 and are collectively referred to hereafter as “the Group”.

The above entities are involved in cross-border payments and consumer solutions, consumer foreign exchangesolutions and B2B and payments technology solutions businesses. The entities operated under the management ofand were under the common control of Dr. B.R. Shetty. The non-controlling interests were held by third parties.Dr. B.R. Shetty controlled the entities by virtue of his ownership percentage of Travelex Holdings Limited andby virtue of contractual arrangements with the other shareholders relating to the other entities.

The ownership interests in the above entities had not transferred to Finablr Limited as of 31 December 2018. Theongoing Restructuring will involve the transfer of the above ownership of the entities to Finablr Limited, theacquisition of the entire non-controlling interests in the above listed entities, and the waiver of certainshareholders’ balances and will be completed prior to the IPO.

2.1 BASIS OF PREPARATION

The combined historical financial information has been prepared on a basis that combines the results and assetsand liabilities of those entities listed in Note 2.2 by applying the principles underlying the consolidationprocedures of IFRS 10 ‘Consolidated Financial Statements’ (“IFRS 10”) for each of the three years to31 December 2016, 31 December 2017 and 31 December 2018 and as at these dates. Internal transactions andbalances within combined businesses have been eliminated on combination.

The combined historical financial information has been prepared in accordance with the requirements of theProspectus Directive Regulation and the UK Listing Rules and in accordance with this basis of preparation. Thisbasis of preparation describes how the financial information has been prepared in accordance with InternationalFinancial Reporting Standards as adopted by the European Union (“IFRS”) except as described below.

IFRSs do not provide for the preparation of combined historical financial information. Accordingly, in preparingthe combined financial information of the Group, certain accounting conventions commonly applied for thepurposes of preparing historical information for inclusion in investment circulars as described in the Annexure toSIR 2000 (Investment Reporting Standards applicable to public reporting engagements on historical information)issued by the UK Auditing Practices Board have been applied. The application of these conventions results in thematerial departures from IFRSs set out below. In all other respects, IFRSs have been applied.

• As explained above, the combined historical financial information is prepared on a combined basis andtherefore does not comply with the requirements of IFRS 10.

• Earnings per share is not disclosed as required by IAS 33 ‘Earnings per Share’ as the historical financialinformation has not been prepared on a consolidated basis for all periods presented.

121

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.1 BASIS OF PREPARATION continued

• The combined financial information does not constitute a set of general purpose financial statements underparagraph 2 of IAS 1 ‘Presentation of Financial Statements’ and consequently the Group does not make anexplicit and unreserved statement of compliance with IFRSs as contemplated by paragraph 16 of IAS 1.

The combined historical financial information has been prepared under the historical cost convention as modifiedfor the measurement at fair value of investments carried at fair value though profit or loss, available for saleinvestments (IAS39), investments carried at fair value through other comprehensive income (IFRS 9), derivativefinancial instruments and other financial instruments.

The combined historical financial information is presented in US Dollar (USD) and all values are rounded to thenearest thousand USD except where otherwise indicated.

The combined financial information has been prepared using consistent accounting policies in accordance withthe accounting policies of the Group as set out below in note 2.4, with the exception of the impact of adoption ofnew accounting standards when they become applicable as detailed in note 2.3.

The combined historical financial information does not reflect the acquisition of non-controlling interests, or thewaiver of the shareholders’ balances as these take effect prior to admission.

Finablr Limited did not exist until 28 June 2018 and is not the parent company of the Group as of 31 December2018. Therefore, it is not meaningful to show share capital or an analysis of the reserves of the Group. Investedcapital represents the cumulative investment, other than non-controlling interests, in the entities and businesseswhich form part of the Group.

2.2 BASIS OF COMBINATION

The historical financial information for the years ended 31 December 2016, 31 December 2017 and 31 December2018 has been prepared on a basis that combines the results, assets and liabilities of all entities listed below,reflecting the controlling party’s investments in these entities.

Transactions and balances between entities have been eliminated. All intra-group balances, transactions, incomeand expenses and profits and losses have been eliminated on combination.

Non-controlling interests represent the portion of the statement of income and net assets of the entities not held,directly or indirectly, by entities controlled by Dr. B.R. Shetty and are presented separately in the combinedstatement of income and within equity in the combined statement of financial position, separately from theinvested capital.

Percentage of holding

Company Country of incorporation 2018 2017 2016

UAE Exchange Centre LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Arab Emirates 40% 40% 40%UX Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Arab Emirates 40% 40% 40%UAE Exchange UK Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom 40% 40% 40%Travelex Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom 91% 91% 86.45%Finablr Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Arab Emirates 100% — —

Percentage of holdingby immediate parent

Company Country of incorporation 2018 2017 2016

Subsidiaries of UAE Exchange Centre LLCUAE Exchange Centre Company Bahrain WLL . . . . . . . . . . . . . . . . . . . . . . . . . . . Bahrain 80% 80% 80%UAE Exchange Centre LLC (ROHQ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippines 100% 100% 100%Qatar – UAE Exchange LLC

(formerly Qatar UAE Exchange Establishment) . . . . . . . . . . . . . . . . . . . . . . . . . . Qatar 49% 49% 49%

122

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.2 BASIS OF COMBINATION continued

Percentage of holdingby immediate parent

Company Country of incorporation 2018 2017 2016

Subsidiaries of UX Holdings LimitedUnimoni KK

(Previously “UAE Exchange Japan KK”) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan 100% 100% 100%XM Services (Australia) Pty Limited (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia 100% 100% 100%Xpress Money Services Ltd, UK (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom 100% 100% 100%Unimoni Limited

(Previously “UAE Exchange Canada Inc.”) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . Canada 100% 100% 100%Xpress Consulting Services Ltd, HK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong 100% 100% 100%Unimoni Global Business Services Private Limited

(Previously “XM Software Solutions Pvt. Limited”) (a) . . . . . . . . . . . . . . . . . . . India 100% 100% 100%Unimoni Exchange Services Limited

(Previously “UAE Exchange (U) Limited”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Uganda 100% 100% 100%Unimoni Bureau De Change Limited

(Previously “UAE Exchange Rwanda Bdc Ltd”) . . . . . . . . . . . . . . . . . . . . . . . . . Rwanda 100% 100% 100%UAE Exchange Nigeria Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nigeria 100% 100% 100%XM Services (Mauritius) Pvt. Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mauritius 100% 100% 100%Oman & UAE Exchange Centre Co. LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oman 89% 89% —Unimoni Pte Limited

(Previously “UAE Exchange Fiji Ltd.”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiji 100% 100% —Unimoni Bureau De Change (Proprietary) Limited

(Previously “XM Services Botswana Bureau De Change Pty Ltd”) (b) . . . . . . . . Botswana 100% 100% —Unimoni Services Limited

(Previously “UAE Exchange Zambia Money Transfer Service Limited”) (b) . . . Zambia 100% 100% —Unimoni Exchange Company WLL

(Previously “Kuwait National Exchange WLL”) . . . . . . . . . . . . . . . . . . . . . . . . . Kuwait 95% 95% —Unimoni Bureau De Change Limited (Previously “UAE

Exchange Zambia Bureau De Change Ltd”) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . Zambia 100% 100% —Unimoni Limited

(Previously “UAE Exchange Seychelles Ltd”) . . . . . . . . . . . . . . . . . . . . . . . . . . . Seychelles 100% 100% —TOM Technology Services (Private) Limited (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . India 100% 100% —Xpress Money Services Limited FZC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UAE 100% 100% —Travza Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom 100% 100% 100%Travza Travel Services FZCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UAE 100% 100% —Nyuvo Integrated Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippines 100% 100% —UAE Exchange International Holding Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom 100% 100% 100%UAE Exchange Hong Kong Ltd (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong 100% 100% 100%Unimoni Pty Ltd

(Previously “UAE Exchange Australia Pty Ltd”) (b) . . . . . . . . . . . . . . . . . . . . . . Australia 100% 100% 100%UAE Exchange Malaysia Sdn. Bhd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Malaysia — 100% 75%Unimoni Money Transfer Limited

(Previously “UAE Exchange Money Transfer Limited”) . . . . . . . . . . . . . . . . . . . Kenya 100% 100% 70%

(a) the entity is a subsidiary of Xpress Consulting Services Ltd, HK(b) these entities are subsidiaries of UAE Exchange International Holding Limited(c) the entity is a subsidiary of Unimoni Global Business Services Private Limited (Previously “XM Software Solutions Pvt. Limited”)(d) The results of operations of subsidiaries disposed during 2016, 2017 and 2018 are included up to the disposal date (Note 27). The above

table shows the ownership of subsidiaries as of the end of the respective years.

Percentage of holdingby immediate parent

Company Country of incorporation 2018 2017 2016

Subsidiaries of UAE Exchange UK LimitedBanque Travelex SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . France 100% 100% 100%

Subsidiaries of Travelex Holdings LimitedTravelex Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%TP Financing 0 Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jersey — — 100%TP Financing 1 Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jersey — — 100%TP Financing 2 Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jersey — — 100%TP Financing 3 Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jersey 100% 100% 100%Travelex Financing PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%TP Financing 4 Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jersey 100% 100% 100%Travelex Group Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Group Investments Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%

123

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.2 BASIS OF COMBINATION continued

Percentage of holdingby immediate parent

Company Country of incorporation 2018 2017 2016

Subsidiaries of Travelex Holdings Limited continuedTravelex Do Brasil Holding Financeira Ltda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Travelex do Brasil Holding Nao Financeria Ltda . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Confidence Holding Financeira S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil — — 100%GC Solution Gestao Administrativa LTDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Tihum Tecnologia LTDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Confidence Corretora De Cambio S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Banco Confidence De Cambio S.A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Confidence Participacoes S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil — — 100%Confidence Turismo S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Banco Empreendimentos S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil — — 100%Travelex Canada Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canada 100% 100% 100%Travelex UK Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Agency Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Banknotes Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Interpayment Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Global and Financial Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Currency Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Central Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Foreign Coin Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Italia Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia 100% 100% 100%Travellers Exchange Corporation Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Property Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Deutschland GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Germany 100% 100% 100%Travelex SA/NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Belgium 100% 100% 100%Travelex Czech Republic as . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Czech Republic 100% 100% 100%Travelex Switzerland AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Switzerland 100% 100% 100%Travelex Financial Services NZ Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Zealand 100% 100% 100%Travelex Poland SP z.o.o. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Poland 100% 100% 100%Travelex Finland OY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finland 100% 100% 100%Travelex Doviz Ticaret Anonim Sirketi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Turkey 75% 75% 75%Travelex Ankara Doviz Ticareti A.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Turkey 100% 100% 100%Travelex France Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Holding (S) Pte Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore 100% 100% 100%Travelex Holding (HK) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong 100% 100% 100%Travelex Currency Exchange Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong 100% 100% 100%Travelex Card Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong 100% 100% 100%South American Card Services Ltda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Travelex Panama SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Panama 60% 60% 60%Travelex Currency Exchange (China) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China 100% 100% 100%Travelex SMI Technologies (Beijing) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China 100% 100% 100%PT Travelex Indonesia Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia 100% 100% 100%Travelex NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands 100% 100% 100%Travelex Nederland Holdings BV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands — — 100%Travelex Japan KK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan 100% 100% 100%Travelex India Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . India 100% 100% 100%Travelex Bahrain WLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bahrain 75% 75% 75%Travelex and Co LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oman 70% 70% 70%Travelex Emirates Exchange LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UAE 40% 40% 40%Travelex Retail Nigeria Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nigeria 100% 100% 100%Travelex Representative Office Nigeria Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nigeria 100% 100% 100%Global Money Remittance Pte Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Singapore 100% 100% —Travelex Africa Foreign Exchange (Pty) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . South Africa 100% 100% —Travelex America Holdings Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%Travelex America Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%Travelex Australia Holdings Pty Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia 100% 100% 100%Travelex NY Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%TCI US LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%Travelex Rand Travellers Cheques Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Euro Travellers Cheque Nederland Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Travelex Financial Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Hong Kong and Shanghai Travelex Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hong Kong 100% 100% 100%Interpayment Australia Pty Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia 100% 100% 100%Travelex TC Australia Pty Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia 100% 100% 100%Travellers Cheques Encashment Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%

124

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.2 BASIS OF COMBINATION continued

Percentage of holdingby immediate parent

Company Country of incorporation 2018 2017 2016

Subsidiaries of Travelex Holdings Limited continuedUS Deposits LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA — — 100%US Deposits Holdings LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA — — 100%Travelex Currency Services Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%Travelex America 2 Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%Travelex TC LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%Travelex Services Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100% 100% 100%Travelex Europe Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . England and Wales 100% 100% 100%Renova Serviços Auxilliares em Operações Internationais Ltda . . . . . . . . . . . . . . . . Brazil 100% 100% 100%Travelex Thailand Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand 62% 62% 62%

Subsidiaries of Finablr LimitedFinablr Ventures Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UAE 100% — —TimesofMoney Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . India 100% — —Swych Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 51% — —

2.3 CHANGES IN ACCOUNTING POLICIES

The accounting policies adopted are consistent across each year presented, except for the following new andamended IFRS effective as of 1 January 2018 which did not have a material impact on the combined historicalfinancial information of the Group:

• IFRS 9 Financial Instruments; and

• IFRS 15 Revenue from Contracts with Customers.

IFRS 9 Financial Instruments

IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement for annualperiods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financialinstruments: classification and measurement; impairment; and hedge accounting.

Classification and measurement of financial assets

Except for certain trade receivables, an entity initially measures a financial asset at its fair value plus, in the caseof a financial asset not at fair value through profit or loss, transaction costs.

Under IFRS 9, debt instruments are subsequently measured at fair value through profit or loss, amortised cost, orfair value through OCI. The classification is based on two criteria: the Group’s business model for managing theassets; and whether the instruments’ contractual cash flows represent ‘solely payments of principal and interest’on the principal amount outstanding.

The assessment of the Group’s business model was made as of the date of initial application, 1 January 2018, andthen applied retrospectively to those financial assets that were not derecognised before 1 January 2018. Theassessment of whether contractual cash flows on debt instruments are solely comprised of principal and interestwas made based on the facts and circumstances as at the initial recognition of the assets.

On adoption of IFRS 9, the Group re-classified investments previously reported as available for sale investmentsamounting to USD 17,334 thousand as investments carried at fair value through other comprehensive income inaccordance with the requirements of the standard.

Classification and measurement of financial liabilities

The Group has not designated any financial liabilities as at fair value through profit or loss. There are no changesin classification and measurement for the Group’s financial liabilities.

Impairment of financial assets

The impairment requirements are based on an expected credit loss (ECL) model that replaces the IAS 39 incurredloss model. The ECL model applies to debt instruments accounted for at amortised cost or at FVTOCI, most loancommitments, financial guarantee contracts, contract assets under IFRS 15 Revenue from Contracts withCustomers and lease receivables under IAS 17 Leases or IFRS 16 Leases.

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2.3 CHANGES IN ACCOUNTING POLICIES continued

IFRS 9 Financial Instruments continued

Impairment of financial assets continued

Entities are generally required to recognise 12-month ECL on initial recognition (or when the commitment orguarantee was entered into) and thereafter as long as there is no significant deterioration in credit risk. However,if there has been a significant increase in credit risk on an individual or collective basis, then entities are requiredto recognise lifetime ECL. For trade receivables, a simplified approach is applied whereby the lifetime ECL arealways recognised.

The Group applied the ECL model under IFRS 9 for the first time effective 1 January 2018 and recorded anallowance for expected credit losses of USD 3,977 thousand as at 1 January 2018.

Hedge accounting

Hedge effectiveness testing is prospective, without the 80% to 125% bright line test in IAS 39, and, depending onthe hedge complexity, will often be qualitative. A risk component of a financial or non-financial instrument maybe designated as the hedged item if the risk component is separately identifiable and reliably measurable.

The time value of an option, any forward element of a forward contract and any foreign currency basis spreadcan be excluded from the hedging instrument designation and can be accounted for as costs of hedging. Moredesignations of groups of items as the hedged item are possible, including layer designations and some netpositions.

The application of IFRS 9 has had no impact on the hedge accounting as the Group does not have any hedgeinstruments.

Transition impact: In line with the IFRS 9 transition provisions, the Group has elected to record any adjustmentto its opening 1 January 2018 retained earnings to reflect the application of the new requirements of impairment,classification and measurement at the date of adoption without restating comparative information. As statedabove, the Group recorded an allowance for expected credit losses of USD 3,977 thousand as at 1 January 2018.

IFRS 15 Revenue from contracts with customers

IFRS 15 ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles forreporting useful information to users of combined historical financial information about the nature, amount,timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue isrecognised when a customer obtains control of a good or service and thus has the ability to direct the use andobtain the benefits from the good or service. The standard replaces IAS 18 ‘Revenue’ and IAS 11 ‘Constructioncontracts’ and related interpretations. The standard is effective for annual periods beginning on or after 1 January2018 and earlier application is permitted. The Group has assessed the impact on its financial reporting fromIFRS 15 as below:

Foreign currency revenue:

Foreign currency revenue is the difference between the cost and selling price of currency (foreign currencymargin). Sale or purchase of a currency contract generally has only one performance obligation. Margin andcommission revenue is recognised as earned when the transaction is made, generally the same time as thecurrency is collected by the customers, in line with IFRS 15.

For certain transactions where the currencies are delivered to the customers, there is a timing difference betweenrevenue recognition and the obligations fulfilment. The Group assessed the impact of this timing difference asnot material on revenue and profit and loss.

The Group concluded that no change was required to the previous revenue recognition methodology for therevenue earned through the sale and purchase of currency transactions.

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2.3 CHANGES IN ACCOUNTING POLICIES continued

IFRS 15 Revenue from contracts with customers continued

Revenue earned through ATM transactions:

Revenue earned through ATM transactions comprises commission based fees on customers making ATMtransactions and interchange fees and is recognised as earned when the transaction is made, generally the sametime as the obligations with the customers are fulfilled, in line with IFRS 15.

The Group concluded that no change was required to the previous revenue recognition methodology for therevenue earned through ATM transactions.

Revenue related to outsourced travel money services:

Revenue relating to outsourced travel money services for banknotes and wholesale banknote fulfilment consistsof margin, commission and fees charged on the fulfilment of currency orders, net of rebates. Revenue isrecognised when earned under the terms of the related contracts when the transaction is deemed to be fulfilled,which in the case of banknotes is normally on delivery.

For certain transactions where revenue is earned on the currency dispatch date, there is a timing differencebetween revenue recognition and obligation fulfilment. The Group assessed the impact of this timing differenceas not material on revenue and profit and loss.

The Group concluded that no change was required to the previous revenue recognition methodology for theoutsourced travel money services.

In adopting IFRS 15, the Group considered the following:

Variable consideration:

Some contracts with customers provide volume tiered pricing, volume rebates or buy back options. Suchprovisions give rise to variable consideration under IFRS 15, and are required to be estimated at contractinception and updated thereafter. The Group has performed an IFRS 15 assessment on these elements ofcontracts and the impact on the combined historical financial information was not material.

Principal versus agent considerations:

Revenue earned through white label website:

The Group has contracts with certain entities to provide foreign exchange services through their digital channels.Currently, under these contracts the Group is considered to be the principal. Under IFRS 15, the Group continuesto be treated as the principal as it is controls the currencies prior to transfer to the customers. No change to thecurrent revenue recognition methodology was required.

Revenue earned through cards services:

The Group has contracts with third parties to sell prepaid cash cards on its behalf. Under these contracts, theGroup acts as an agent as its responsibilities are limited to providing foreign currency exchange service andloading the cards. Under IFRS 15, the Group continues to be treated as an agent as it does not hold the primaryresponsibility for fulfilling the promise to provide the card services to the customers. No change to the currentrevenue recognition methodology was required.

Revenue earned through ATM transactions:

For certain locations where the Group leases the cash used in its ATM, it acts as an agent as its responsibilitiesare limited to providing the foreign currency exchange service and providing ATM services. Under IFRS 15, theGroup continues to be treated as an agent as it does not control the currencies prior to transfer to the customers.No change to the current revenue recognition methodology was required.

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2.3 CHANGES IN ACCOUNTING POLICIES continued

IFRS 15 Revenue from contracts with customers continued

Presentation and disclosure requirements:

The presentation and disclosure requirements in IFRS 15 are more detailed than under current IFRS. However,due to the immaterial impact of IFRS 15 on the Group’s revenue recognition policy, the Group experienced nosignificant impact on its disclosures presented. As required by IFRS 15, the Group has disaggregated revenuerecognised from contracts with customers into categories that depict how the nature, amount, timing anduncertainty of revenue and cash flows are affected by economic factors.

Transition impact: In line with the IFRS 15 transition provisions, the Group has elected to record any adjustmentto its opening 1 January 2018 retained earnings to reflect the application of the new requirements of revenuerecognition at the date of adoption without restating comparative information. As stated above, the adoption ofIFRS 15 did not have any impact on the retained earnings of the Group as at 1 January 2018.

2.4 SIGNIFICANT ACCOUNTING POLICIES

The Group’s accounting policies dealing with material items are set out below.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured asthe aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of anynon-controlling interests in the acquiree. For each business combination, the Group measures the non-controllinginterests in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets.Acquisition costs incurred are expensed and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriateclassification and designation in accordance with the contractual terms, economic circumstances and pertinentconditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts bythe acquiree.

If the business combination is achieved in stages, any acquisition date fair value of the acquirer’s previously heldequity interest in the acquiree is re-measured to fair value at the acquisition date and any resulting gain or loss isrecognised in the combined statement of profit or loss. It is then considered in the determination of goodwill.

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date.Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted forwithin equity. Contingent consideration classified as an asset or liability that is a financial instrument and withinthe scope of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognised inthe statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within thescope of IFRS 9 is measured at fair value at each reporting date with changes in fair value recognised in profit orloss.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and theamount recognised for non-controlling interests, and any previous interest held, over the net identifiable assetsacquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregateconsideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired andall of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at theacquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over theaggregate consideration transferred, then the gain is recognised in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose ofimpairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to eachof the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whetherother assets or liabilities of the acquiree are assigned to those units.

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2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Business combinations and goodwill continued

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, thegoodwill associated with the operation disposed of is included in the carrying amount of the operation whendetermining the gain or loss on disposal of the operation. Goodwill disposed in these circumstances is measuredbased on the relative values of the disposed operation and the portion of the cash-generating unit retained.

Investments in joint ventures

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement haverights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of anarrangement, which exists only when decisions about the relevant activities require the unanimous consent of theparties sharing control.

Entities whose economic activities are controlled jointly by the Group and others are initially recorded at costand subsequently accounted for under the equity method. The investment is initially recognised at cost using theacquisition method. Any goodwill or fair value adjustments attributable to the Group’s share in the entity areincluded in the carrying value of the investment.

All subsequent changes to the Group’s share of interest in the equity of the joint venture are recognised in theGroup’s carrying amount of the investment. Changes resulting from the profit or loss generated by the jointventure are reported in the combined statement of profit or loss.

When the Group’s share of losses in an equity accounted investment exceeds its interest in the joint venture, theGroup does not recognise further losses, unless obliged to make good these losses on behalf of the entity. If theentity subsequently reports profits, the Group resumes the recognition of its share of those profits only after itsshare of the profits exceeds the accumulated share of losses that has previously not been recognised.

Unrealised gains and losses on transactions between the Group and joint ventures are eliminated to the extent ofthe Group’s interest in the entity. Amounts reported in the financial statements of the joint ventures have beenreviewed to ensure consistency with the accounting policies of the Group.

After application of the equity method, the Group determines whether it is necessary to recognise an impairmentloss on its investment in its joint venture. At each reporting date, the Group determines whether there is objectiveevidence that the investment in the joint venture is impaired. If there is such evidence, the Group calculates theamount of impairment as the difference between the recoverable amount of the joint venture and its carryingvalue, and then recognises the loss within ‘Share of profit from joint venture’ in the statement of profit or loss.

Revenue recognition*

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and therevenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fairvalue of the consideration received or receivable, taking into account contractually defined terms of payment.

The Group earns fees, commissions and currency margins on its products provided to customers and currencygains and losses on its currency positions and hedging activities which are recognised on an accrual basis. Thekey components of revenue are described below:

Foreign currency exchange gains

Foreign currency gain is the difference between the cost and selling price of currency (foreign currency margin)and the revaluation of open foreign exchange positions to fair value and commissions earned on the sale andpurchase of currencies. Margin and commission revenue is recognised as earned when the transaction occurs.

* These accounting policies were effective up to 31 December 2017. For changes in accounting policies during2018, please refer note 2.3.

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2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Revenue recognition continued

Commissions

Revenue earned through ATM transactions comprises commission based fees on customers making ATMtransactions and interchange fees and is recognised as earned when the transaction is made.

Revenue relating to outsourced travel money services for banknotes and wholesale banknote fulfilment consistsof margin, commission and fees charged on the fulfilment of currency orders, net of rebates. Revenue isrecognised when earned under the terms of the related contracts when the transaction is deemed to be fulfilled,which in the case of banknotes is normally on delivery.

Revenue from the sale of insurance policies is recognised at the time of sale of the insurance policy andrepresents the commission earned on the sale of the policy.

Revenue from travellers’ cheques consists of interest earned on the investment of funds generated from the issueof travellers’ cheques for the period from their original issue to the date of their encashment. This is recognisedin the period to which it relates. Commissions and fees are recognised when earned.

Commission on VAT refund is recognised as and when the refund is made to the customer.

Income from business support services

Revenue from back office support services is recognised when the services are rendered.

Finance income

Interest income is recognised on an effective interest method.

Other income

Dividend income is recognised when the right to receive dividends is established.

Property rental income is recognised on a straight-line basis over the life of the lease.

Foreign currencies

The Group’s combined historical financial information are presented in USD, which is also the Group’sfunctional currency. For each entity, the Group determines the functional currency and items included in thefinancial statements of each entity are measured using that functional currency.

i) Transactions and balances

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functionalcurrency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spotrates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss with theexception of monetary items that are designated as part of the hedge of the Group’s net investment in a foreignoperation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulativeamount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on thosemonetary items are also recorded in OCI.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using theexchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign

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2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Foreign currencies continued

currency are translated using the exchange rates at the date when the fair value is determined. The gain or lossarising on translation of non-monetary items measured at fair value is treated in line with the recognition of thegain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain orloss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

ii) Group companies

On combination, the assets and liabilities of foreign operations are translated into USD at the rate of exchangeprevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing atthe dates of the transactions. The exchange differences arising on translation for combination are recognised inOCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation isreclassified to profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carryingamounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreignoperation and translated at the spot rate of exchange at the reporting date.

Intangible assets

i) Goodwill

The excess of the fair value at the date of acquisition of the investments in subsidiaries over the fair value ofnet assets acquired which is not otherwise allocated to individual assets and liabilities is determined to begoodwill. Goodwill is initially measured at cost, and is reviewed at least annually for impairment. Anyimpairment is recognised immediately in the Group’s combined statement of profit or loss and is notsubsequently reversed.

ii) Concession contracts & brand names

Concession contracts and brand names acquired in a business combination are recognised at fair value at theacquisition date. Concession contracts and brand names have a finite useful life and are carried at cost andamortised over their useful life.

iii) Licenses

Licenses acquired in a business combination are recognised at fair value at the acquisition date. Licenseshave an indefinite useful life and are reviewed at least annually for impairment.

iv) Trademarks

Trademarks acquired in a business combination are recognised at fair value at the acquisition date.Trademarks have an indefinite useful life and are reviewed at least annually for impairment.

v) Customer relationships

Customer relationships represent the cost incurred when acquiring major outsourcing agreements andrelationships recognised on business combinations. These are amortised on a straight-line basis over theterm or expected term of the relationships.

Other intangible assets, which comprise non-compete agreements and lease rights at retail locations, aremeasured at cost and amortised over their expected useful lives.

vi) Website development

Website development acquired in a business combination is recognised at fair value at the acquisition date.Website development is amortised over the useful economic life of three years and assessed for impairment

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2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Intangible assets continued

whenever there is an indication that the website development may be impaired. The amortisation period andthe amortisation method for website development is reviewed at least at the end of each reporting period.Changes in the expected useful life or the expected pattern of consumption of future economic benefitsembodied in the asset are considered to modify the amortisation period or method, as appropriate, and aretreated as changes in accounting estimates. The amortisation expense on website development is recognisedin the statement of profit or loss in the expense category that is consistent with the function of the websitedevelopment.

vii) Other intangible assets

Computer software comprises off the shelf packages, modified to meet the Group’s requirements, softwaredeveloped in house, including the development of the in house digital capabilities, and software purchasedas part of business combinations. Internal and external costs are capitalised to the extent that they aredirectly attributable to the development of modified software provided they meet the recognition criteriaunder IAS 38. Capitalised costs are amortised on a straight-line basis over their estimated useful lives.

Amortisation is calculated on a straight-line basis using the following rates:

Customer relationships 4% - 20% per annumComputer software (developed in-house and purchased off the shelf) 10% -33% per annumConcession contracts 10% per annumCorporate brand 5% - 10% per annumOther 12.5% -50% per annum

Property and equipment

Property and equipment are initially recorded at cost and depreciated so as to write off the cost of the asset overits estimated useful life. Cost includes expenditure, which is directly attributable to bringing the asset intoworking condition for its intended use.

Depreciation is calculated on a straight-line basis using the following rates:

Freehold land NilFreehold and long leasehold property 2% per annum or over the lease term if shorterBuildings 2% - 10% per annumShort leasehold property 10% - 20% per annum or over the lease term if shorterLeasehold improvements 2% - 33% per annumFixtures and fittings 10% - 50% per annumComputer hardware 20% - 50% per annumMotor vehicles 16.7% - 25% per annum

The carrying values of property and equipment are reviewed for impairment when events or changes incircumstances indicate the carrying value may not be recoverable. If any such indication exists and where thecarrying values exceed the estimated recoverable amount, the assets are written down to their recoverableamount.

Expenditure incurred to replace a component of an item of property and equipment that is accounted forseparately is capitalised and the carrying amount of the component that is replaced is written off. Othersubsequent expenditure is capitalised only when it increases future economic benefits of the related item ofproperty and equipment. All other expenditure is recognised in the combined statement of income as the expenseis incurred.

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2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Capital work in progress

Properties or assets in the course of development for in house use, supply or administrative purpose are carried atcost, less any recognized impairment loss. Cost includes all direct costs attributable to the design anddevelopment of the property including related staff costs, allocated overheads and depreciation, in accordancewith the Group’s accounting policy. When the assets are ready for intended use, the capital work in progress istransferred to the appropriate property and equipment or intangible assets category and is depreciated inaccordance with the Group’s policies.

Impairment of non-financial assets

The Group assesses at each reporting date or more frequently if events or changes in circumstances indicate thata non-financial asset may be impaired. If any such indication exists, or when annual impairment testing for anasset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amountis the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. Where the carryingamount of an asset (or cash-generating unit) exceeds its recoverable amount, the asset (or cash-generating unit) isconsidered impaired and is written down to its recoverable amount.

An assessment is made at each reporting date as to whether there is any indication that previously recognisedimpairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amountis estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimatesused to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is thecase, the carrying amount of the asset is increased to its recoverable amount but only to the extent that it has beenimpaired.

Taxation

Current income tax assets and liabilities comprise those obligations to, or claims from, fiscal authorities relatingto the current or prior reporting period, that are unpaid at the combined statement of financial position date.

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax isgenerally provided on the difference between the carrying amounts of assets and liabilities and their tax bases.Deferred tax is, however, neither provided on the initial recognition of goodwill, nor on the initial recognition ofan asset or liability unless the related transaction is a business combination or affects tax or accounting profit.Deferred tax on temporary differences associated with shares in subsidiaries and joint ventures is not provided ifreversal of these temporary differences can be controlled by the Group and it is probable that reversal will notoccur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income taxcredits are assessed for recognition as deferred tax assets.

Deferred tax is provided in respect of fair value adjustments arising on acquisitions. Provision for deferred tax isbased on the difference between the carrying value of the asset and its income tax base.

Deferred tax assets and liabilities are calculated, at tax rates that are expected to apply to their respective periodof realisation, provided legislation or rulings governing such rates are enacted or substantively enacted at thecombined statement of financial position date. Deferred tax liabilities are always provided for in full and are notdiscounted. Deferred tax assets are recognised to the extent that it is probable that they will be able to be offsetagainst future taxable income.

Management bases its assessment of the probability of offset against future taxable income on the Group’s latestapproved forecasts, which are adjusted for significant non-taxable income and expenses and specific limits to theuse of any unused tax loss or credit. The specific tax rules in the numerous jurisdictions in which the Groupoperates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probableuse of a deferred tax asset that deferred tax asset is recognised in full. The recognition of deferred tax assets thatare subject to certain legal or economic limits or uncertainties is assessed individually by management based onthe specific facts and circumstances.

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2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Taxation continued

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the combinedstatement of profit or loss, except where they relate to items that are charged or credited directly to equity inwhich case the related deferred tax is also charged or credited directly to equity or other comprehensive income.

Employees’ end of service benefits

Employees’ end of service benefits are provided in accordance with employment regulations of the countrieswhere the Group operates.

Contributions to the Group’s defined contribution schemes maintained by Travelex Holdings Limited are chargedto the combined statement of profit or loss as incurred.

The Group operates a defined benefit pension plan in the United Arab Emirates. The cost of providing benefitsunder the defined benefit plan is determined using the projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amountsincluded in net interest on the net defined benefit liability, are recognised immediately in the combined statementof financial position with a corresponding debit or credit to retained earnings through OCI in the period in whichthey occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Group recognises related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Grouprecognises the following changes in the net defined benefit obligation under employees’ salaries and benefits:

• Service costs comprising current service costs, past-service costs, gains and losses on curtailments andnon-routine settlements

• Net interest expense or income

Travellers’ cheques, investments and structured deposits

In May 2013 the Group entered into a reimbursement and insurance policy with AmTrust which ensures that theencashment of properly presented travellers’ cheques will be honored in perpetuity. The agreement with AmTrustinvolved paying an insurance premium. As part of the agreement, at inception the group provided funds toAmTrust to cover future encashment of MasterCard branded and non-branded travellers’ cheques in bankruptcy-remote vehicles.

Travellers’ cheque float and structured deposits which relate to monies received in advance on issuance of Visabranded travellers’ cheques are held as investments on the combined statement of financial position. These arerestricted to use within the travellers’ cheques business. These monies received in advance are placed in a seriesof structured deposits with financial institutions and these are discounted to net present value using the effectiveinterest rate method.

The liability for Travellers’ cheques was initially recorded at face value and subsequently adjusted for travellers’cheques which have been encashed.

The travellers’ cheques awaiting redemption liability is denominated in the currency of the travellers’ cheque andtranslated at the combined statement of financial position date. The travellers’ cheques are payable on demandand hence shown within trade payables due within one year. The reimbursement right held by the group torecover in full the value of encashed qualifying cheques is recognised as an asset with carrying value equal to thecarrying value of the associated liability. No separate assets are recognised for the insurance premium paid northe reimbursement funds contributed at inception of the agreement.

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2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective from 1 January 2018)

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair valuethrough other comprehensive income (OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flowcharacteristics and the Group’s business model for managing them. With the exception of trade receivables thatdo not contain a significant financing component or for which the Group has applied the practical expedient, theGroup initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair valuethrough profit or loss, transaction costs. Trade receivables that do not contain a significant financing componentor for which the Group has applied the practical expedient are measured at the transaction price determined underIFRS 15.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs togive rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amountoutstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order togenerate cash flows. The business model determines whether cash flows will result from collecting contractualcash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulationor convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that theGroup commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Financial assets at amortised cost (debt instruments, cash and cash equivalents and trade receivables);

• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments);

• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses uponderecognition (equity instruments); and

• Financial assets at fair value through profit or loss.

The Group has the following financial assets:

Cash and cash equivalents

Cash and cash equivalents include cash in hand, bank balances and short-term deposits with original maturities ofthree months or less (classified as financial assets at amortised cost), net of due to banks and outstanding bankoverdrafts (classified as financial liabilities at amortised cost).

Financial assets at amortised cost (debt instruments)

The Group measures financial assets at amortised cost if both of the following conditions are met:

• The financial asset is held within a business model with the objective to hold financial assets in order tocollect contractual cash flows; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.

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NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective from 1 January 2018) continued

Financial assets continued

Subsequent measurement continued

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and aresubject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modifiedor impaired.

Financial assets at fair value through OCI (debt instruments)

The Group measures debt instruments at fair value through OCI if both of the following conditions are met:

• The financial asset is held within a business model with the objective of both holding to collect contractualcash flows and selling; and

• The contractual terms of the financial asset give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairmentlosses or reversals are recognised in the statement of profit or loss and computed in the same manner as forfinancial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Uponderecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.

Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instrumentsdesignated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments:Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as otherincome in the statement of profit or loss when the right of payment has been established, except when the Groupbenefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains arerecorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairmentassessment.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assetsdesignated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required tobe measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose ofselling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are alsoclassified as held for trading unless they are designated as effective hedging instruments. Financial assets withcash flows that are not solely payments of principal and interest are classified and measured at fair value throughprofit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classifiedat amortised cost or at fair value through OCI, as described above, debt instruments may be designated at fairvalue through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accountingmismatch.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair valuewith net changes in fair value recognised in the statement of profit or loss.

This category includes derivative instruments and listed equity investments which the Group had not irrevocablyelected to classify at fair value through OCI. Dividends on listed equity investments are also recognised as otherincome in the statement of profit or loss when the right of payment has been established.

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NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective from 1 January 2018) continued

Financial assets continued

Subsequent measurement continued

A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from thehost and accounted for as a separate derivative if: the economic characteristics and risks are not closely related tothe host; a separate instrument with the same terms as the embedded derivative would meet the definition of aderivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives aremeasured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there iseither a change in the terms of the contract that significantly modifies the cash flows that would otherwise berequired or a reclassification of a financial asset out of the fair value through profit or loss category.

A derivative embedded within a hybrid contract containing a financial asset host is not accounted for separately.The financial asset host together with the embedded derivative is required to be classified in its entirety as afinancial asset at fair value through profit or loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) isprimarily derecognised (i.e., removed from the Group’s combined statement of financial position) when:

• The rights to receive cash flows from the asset have expired; or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to paythe received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement;and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Grouphas neither transferred nor retained substantially all the risks and rewards of the asset, but has transferredcontrol of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-througharrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it hasneither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control ofthe asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. Inthat case, the Group also recognises an associated liability. The transferred asset and the associated liability aremeasured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower ofthe original carrying amount of the asset and the maximum amount of consideration that the Group could berequired to repay.

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fairvalue through profit or loss. ECLs are based on the difference between the contractual cash flows due inaccordance with the contract and all the cash flows that the Group expects to receive, discounted at anapproximation of the original effective interest rate. The expected cash flows will include cash flows from thesale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase incredit risk since initial recognition, ECLs are provided for credit losses that result from default events that arepossible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been asignificant increase in credit risk since initial recognition, a loss allowance is required for credit losses expectedover the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group doesnot track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting

137

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective from 1 January 2018) continued

Financial assets continued

Impairment of financial assets continued

date. The Group has established a provision matrix that is based on its historical credit loss experience, adjustedfor forward-looking factors specific to the debtors and the economic environment.

For debt instruments at fair value through OCI, the Group applies the low credit risk simplification. At everyreporting date, the Group evaluates whether the debt instrument is considered to have low credit risk using allreasonable and supportable information that is available without undue cost or effort. In making that evaluation,the Group reassesses the internal credit rating of the debt instrument. In addition, the Group considers that therehas been a significant increase in credit risk when contractual payments are more than 30 days past due.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, incertain cases, the Group may also consider a financial asset to be in default when internal or external informationindicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking intoaccount any credit enhancements held by the Group. A financial asset is written off when there is no reasonableexpectation of recovering the contractual cash flows.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss,loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, asappropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowingsand payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade andother payables, loans and borrowings including bank overdrafts and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financialliabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in thenear term. This category also includes derivative financial instruments entered into by the Group that are notdesignated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivativesare also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss. Financial liabilitiesdesignated upon initial recognition at fair value through profit or loss are designated at the initial date ofrecognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liabilityas at fair value through profit or loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised costusing the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised aswell as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs thatare an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit orloss. This category generally applies to interest-bearing loans and borrowings.

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NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective from 1 January 2018) continued

Financial liabilities continued

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.When an existing financial liability is replaced by another from the same lender on substantially different terms,or the terms of an existing liability are substantially modified, such an exchange or modification is treated as thederecognition of the original liability and the recognition of a new liability. The difference in the respectivecarrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the combined statement offinancial position if there is a currently enforceable legal right to offset the recognised amounts and there is anintention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

Derivative financial instruments

Initial recognition and subsequent measurement

The Group uses derivative financial instruments such as forward currency contracts, interest rate swaps andoptions including collar and put options as well as call spreads to economically hedge its foreign exchange risks,interest rate risks and fair value risks, respectively. Such derivative financial instruments are initially recognisedat fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fairvalue. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities whenthe fair value is negative.

Any gains or losses arising from changes in fair value on derivatives are taken directly to the combined statementof profit or loss.

Financial instruments (Policies effective up to 31 December 2017)

Financial assets

The classification of financial assets depends on the purpose for which the financial assets were acquired.Management determines the classification of its financial assets at initial recognition. Financial assets have beenclassified in the combined historical financial information as follows:

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quotedin an active market. They are included in current assets, except for maturities greater than 12 months after theend of the reporting period. These are classified as non-current assets. The Group’s loans and receivablescomprise “trade and other receivables” and “cash and cash equivalents” in the combined statement of financialposition.

Financial assets at fair value through profit and loss

Financial assets at fair value through profit and loss are financial assets held for trading. A financial asset isclassified in this category if acquired principally for the purpose of selling in the short term. Derivatives are alsocategorised as held for trading unless they are designated as hedges. Assets in this category are classified ascurrent assets as they are expected to be settled within 12 months.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classifiedin any categories. Assets in this category are classified as current assets as they are available to be settled within12 months.

139

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective up to 31 December 2017) continued

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire;or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to anotherentity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continuesto control the transferred asset, the Group recognises its retained interest in the asset and an associated liabilityfor amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of atransferred financial asset, the Group continues to recognise the financial asset.

Impairment and uncollectability of financial assets

The Group assesses at each combined statement of financial position date whether there is any objective evidencethat a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets isdeemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more eventsthat have occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event (orevents) has an impact on the estimated future cash flows of the financial asset or the group of financial assets thatcan be reliably estimated. Evidence of impairment may include indications that the borrower or a group ofborrowers is experiencing significant financial difficulty, down grade in ratings, default or delinquency in interestor principal payments, the probability that they will enter bankruptcy or other financial reorganisation and whereobservable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes inarrears or economic conditions that correlate with defaults.

Impairment is determined as follows:

(a) for assets carried at fair value, impairment is the difference between cost and fair value, less any impairmentloss previously recognised in the combined income statement;

(b) for assets carried at cost, impairment is the difference between carrying value and the present value of futurecash flows discounted at the current market rate of return for a similar financial asset.

For available-for-sale equity investments, reversals of impairment losses are recorded as increases in cumulativechanges in fair value through equity.

In addition, a provision is made to cover impairment for specific groups of assets where there is a measurabledecrease in estimated future cash flows.

Financial liabilities

Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) arerecognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried atamortised cost and any difference between the proceeds (net of transaction costs) and the redemption value isrecognised in the combined statement of profit or loss over the period of the borrowings using the effectiveinterest rate method.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that itis probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawndown, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility towhich it relates.

Preference shares, which are redeemable on a specific date, are classified as liabilities. The dividends on thesepreference shares are recognised in the combined statement of profit or loss as interest expense.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

140

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective up to 31 December 2017) continued

Derecognition of financial liabilities continued

When an existing financial liability is replaced by another from the same lender on substantially different terms,or the terms of an existing liability are substantially modified, such an exchange or modification is treated as aderecognition of the original liability and the recognition of a new liability, and the difference in the respectivecarrying amounts is recognised in the combined statement of income.

Derivative financial instruments

Initial recognition and subsequent measurement

The Group uses derivative financial instruments such as forward currency contracts, interest rate swaps andoptions including collar and put options as well as call spreads to economically hedge its foreign exchange risks,interest rate risks and fair value risks, respectively. Such derivative financial instruments are initially recognisedat fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fairvalue. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities whenthe fair value is negative.

Any gains or losses arising from changes in fair value on derivatives are taken directly to the combined statementof profit or loss.

Embedded derivatives

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivativeswhen their risks and characteristics are not closely related to their host contracts.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the combined statement offinancial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts andthere is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. This isnot generally the case with master netting agreements, and the related assets and liabilities are presented gross inthe combined statement of financial position.

Fair value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date. The fair value measurement is based on the presumptionthat the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would usewhen pricing the asset or liability, assuming that market participants act in their best economic benefit.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generateeconomic benefits by using the asset in its highest and best use or by selling it to another market participant thatwould use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data areavailable to measure fair value, maximising the use of relevant observable inputs and minimising the use ofunobservable inputs.

141

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective up to 31 December 2017) continued

Fair value continued

All assets and liabilities for which fair value is measured or disclosed in the combined historical financialinformation are categorised within the fair value hierarchy, described as follows, based on the lowest level inputthat is significant to the fair value measurement as a whole:

• Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2: Valuation techniques for which the lowest level input that is significant to the fair valuemeasurement is directly or indirectly observable

• Level 3: Valuation techniques for which the lowest level input that is significant to the fair valuemeasurement is unobservable

For assets and liabilities that are recognised in the combined historical financial information at fair value on arecurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy byre-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as awhole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis ofthe nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy.

The fair value of cash, short term borrowings and loans to joint ventures approximate to their carrying values, asa result of their short maturity or because they carry floating rates of interest.

The fair values of long term borrowings are calculated as the present value of the estimated future cash flows byassessing comparable instruments on active markets and an appropriate market based yield curve or expectedsettlement. The carrying value of the borrowings is amortised cost.

Derivative financial assets and liabilities are carried at fair value based on quoted prices in an active marketwhere available. Where no price information is available from a quoted market source, fair value is estimatedbased on the Group’s view on relevant future prices using modelling techniques. The fair values of the variousderivative instruments used for hedging purposes are disclosed in note 24.

Trade and settlement date accounting

All “regular way” purchases and sales of financial assets are recognised on the trade date, i.e. the date that theGroup commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financialassets that require delivery of assets within the time frame generally established by regulation or convention inthe market place.

Leases

The economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risksand rewards related to the ownership of the leased asset. The related asset is then recognised at the inception ofthe lease at the fair value of the leased asset or, if lower, the present value of the minimum lease payments plusincidental payments, if any. A corresponding amount is recognised as a finance leasing liability, irrespective ofwhether some of these lease payments are payable up front at the date of inception of the lease. Leases of landand buildings are split into a land and a building element, in accordance with the relative fair values of theleasehold interests at the date the asset is initially recognised.

Subsequent accounting for assets held under finance lease agreements correspond to those applied to comparableassets which are legally owned by the Group. The corresponding finance leasing liability is reduced by leasepayments less finance charges, which are expensed to finance costs. The interest element of leasing paymentsrepresents a constant proportion of the capital balance outstanding and is charged to the combined statement ofprofit or loss over the period of the lease.

142

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective up to 31 December 2017) continued

Leases continued

All other leases are treated as operating leases. Payments on operating lease agreements are recognised as anexpense on a straight-line basis. Associated costs, such as maintenance and insurance, are expensed as incurred.

Non-current assets held for sale and discontinued operations

Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amountand fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if theircarrying amounts will be recovered through a sale transaction rather than through continuing use. This conditionis regarded as met only when the sale is highly probable and the asset or disposal group is available forimmediate sale in its present condition. Management must be committed to the sale, which should be expected toqualify for recognition as a completed sale within one year from the date of classification.

In the combined statement of income of the reporting period, and of the comparable period of the previous year,income and expenses from discontinued operations are reported separately from income and expenses fromcontinuing activities, down to the level of profit after taxes, even when the Group retains a non-controllinginterest in the subsidiary after the sale. The resulting profit or loss (after taxes) is reported separately in thecombined statement of profit or loss.

Once classified as held for sale, property, plant and equipment and intangible assets are not depreciated oramortised.

Provisions and contingent liabilities

Provisions are recognised when the Group has a legal or constructive obligation as a result of a past event, it isprobable that an outflow of resources will be required to settle the obligation and the amount has been reliablyestimated.

Provisions are measured as the estimated expenditure required to settle the present obligation, based on the mostreliable evidence available at the combined statement of financial position date, including the risks anduncertainties associated with the present obligation. Where there are a number of similar obligations, thelikelihood that an outflow will be required in settlement is determined by considering the class of obligations as awhole. Long term provisions are discounted to their present values, where the time value of money is material.Any reimbursement that the Group can be virtually certain to collect from a third party with respect to theobligation is recognised as a separate asset. All provisions are reviewed at each combined statement of financialposition date and adjusted to reflect the current best estimate of management.

In those cases where the possible outflow of economic resource as a result of present obligations is consideredimprobable or remote, no liability is recognised, unless it was assumed in the course of a business combination.These contingent liabilities are recognised in the course of the allocation of purchase price to the assets andliabilities acquired in the business combination. They are subsequently measured at the higher amount of acomparable provision as described above and the amount initially recognised, less any amortisation.

Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made toreimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due inaccordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as aliability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee.Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle thepresent obligation at the reporting date and the amount recognised less cumulative amortisation.

Accounts payable and accruals

Liabilities are recognised for amounts to be paid in the future for goods or services received, whether billed bythe supplier or not.

143

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.4 SIGNIFICANT ACCOUNTING POLICIES continued

Financial instruments (Policies effective up to 31 December 2017) continued

Loans

Loans are recognised initially at fair value, net of directly attributable transaction costs.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised costusing the effective interest rate (“EIR”) method. Gains and losses are recognised in profit or loss when theliabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs thatare an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of income.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarilytakes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of therespective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist ofinterest and other costs that an entity incurs in connection with the borrowing of funds.

Current versus non-current classification

The Group presents assets and liabilities in the combined statement of financial position based on current/non-current classification. An asset is current when it is:

• Expected to be realised or intended to be sold or consumed in the normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period

Or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelvemonths after the reporting period

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within twelve months after the reporting period

Or

• There is no unconditional right to defer the settlement of the liability for at least twelve months afterthe reporting period

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified asnon-current assets and liabilities.

2.5 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

Estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting datethat have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilitieswithin the next financial year are discussed below:

Useful lives of property and equipment

The Group’s management determines the estimated useful lives of its property and equipment for calculatingdepreciation. This estimate is determined after considering the expected usage of the asset or physical wear and

144

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.5 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES continued

Estimation uncertainty continued

Useful lives of property and equipment continued

tear. Management reviews the useful lives annually and the future depreciation charge would be adjusted wheremanagement believes that the useful lives differ from previous estimates.

Useful lives of intangible assets

The Group’s management determines the estimated useful lives of its intangible assets for calculatingamortisation. This estimate is determined after considering the expected usage of the asset. Management reviewsthe useful lives annually and the future amortisation charge would be adjusted where management believes thatthe useful lives differ from previous estimates.

Provision for expected credit losses on trade and other receivables

Trade receivables

The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on dayspast due for groupings of various customer segments that have similar loss patterns (i.e., by geography, producttype, customer type and rating etc.).

The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibratethe matrix to adjust the historical credit loss experience with forward-looking information. At every reportingdate, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic conditions andECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecasteconomic conditions. The Group’s historical credit loss experience and forecast of economic conditions may alsonot be representative of customer’s actual default in the future.

Other receivables

The ECL for Other receivables including “Due from exchange houses and other financial institutions” and“Deposits and other receivables” is calculated by multiplying three main components, being the probability ofdefault (PD), loss given default (LGD) and the exposure at default (EAD), and discounting at the initial effectiveinterest rate. The Group has developed a range of models to estimate these parameters.

The Group exercises judgement when measuring the above three factors taking into account historical realizationrates, intra group movement of balances and the future expectations of the balances which are outstanding at thereporting date.

At the reporting date, trade and other receivables amounted to USD 442,128 thousand (2017: USD 515,229thousand) (2016: USD 333,895 thousand) with allowance for expected credit losses of USD 5,256 thousand(2017 and 2016: provision for doubtful debts of nil). Any difference between the amounts actually collected infuture periods and the amounts expected to be received will be recognised in the combined statement ofcomprehensive income.

Estimation of provisions for onerous contracts

Onerous contract provisions are in respect of certain airport locations and office building lease contracts. Thevalue of the Group’s provisions for onerous contracts is based on the net present value of estimated future costsof fulfilling the contract exceeding the forecast income receivable. The provision is based on discounted cashflows to the end of the contract. Income and cost estimates can vary in response to many factors includingchanges in passenger numbers, average transaction values, hit rates, and changes in the relevant local/nationalgovernment regulations. The selection of appropriate sources on which to base calculation of the discount rateused for this purpose also requires judgment. As a result of all of the above factors, there could be significantadjustments to the provision for onerous contracts which could affect future financial results.

145

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.5 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES continued

Estimation uncertainty continued

Deferred taxation

The assessment of the probability of future taxable income in which deferred tax assets can be utilised is basedon the Group’s latest budget forecasts, which are adjusted for significant non-taxable income and expenses andspecific limits to the use of any unused tax loss or credit, and expectations regarding future financing costs. Thetax rules in the numerous jurisdictions in which the Group operate are also carefully taken into consideration. If apositive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can beutilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred taxassets that are subject to certain legal or economic limits or uncertainties is assessed individually by managementbased on the specific facts and circumstances. Refer to note 15.

Deferred tax assets are recognised to the extent that it is probable that they will be able to be offset against futuretaxable income. The Directors have made an assessment of how much is expected to be utilised against futuretaxable income based on future events and circumstances. The actual results may vary, and may cause significantadjustments to the Group’s assets within the next financial year.

Business combination

Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets andliabilities of the acquired business. For most assets and liabilities, the purchase price allocation is accomplishedby recording the asset or liability at its estimated fair value. Determining the fair value of assets acquired andliabilities assumed requires estimation by management and often involves the use of significant estimates andassumptions, including assumptions with respect to future cash inflows and outflows, discount rates, the usefullives of licenses and other assets and market multiples. The Group’s management uses all available informationto make these fair value determinations. The Group has, if necessary, up to one year after acquisition closing dateto complete these fair value determinations and finalise the purchase price allocation.

Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation ofthe value in use of the cash generating units (CGU) to which the goodwill is allocated. Estimating the value inuse requires the Group to make an estimate of the expected future cash flows from the cash generating unit andalso to choose a suitable discount rate in order to calculate the present value of those cash flows. The carryingamount of goodwill at 31 December 2018 was USD 322,047 thousand (2017: USD 359,870 thousand) (2016:USD 330,627 thousand). More details about goodwill and impairment recorded are given in note 9.

Impairment of intangible assets with indefinite lives

Intangible assets with indefinite lives are tested for impairment annually as at 31 December either individually orat the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired. Thecarrying amount of intangible assets at 31 December 2018 was USD 424,052 thousand (2017: USD 446,379thousand) (2016: USD 377,875 thousand). More details are given in note 9.

2.6 STANDARDS ISSUED BUT NOT YET EFFECTIVE

The following new standards/ amendments to standards which were issued up to 31 December 2018 and are notyet effective for the year ended 31 December 2018 have not been applied while preparing this combinedhistorical financial information. Except for the effects of IFRS 16, the Group does not expect that the adoption ofthese standards/amendments will have a material impact on its combined historical financial information:

• IFRS 16 Leases

• IFRIC Interpretation 23 Uncertainty over Income Tax Treatments

• IFRS 17 Insurance Contracts

146

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

2.6 STANDARDS ISSUED BUT NOT YET EFFECTIVE continued

• Amendments to IFRS 9 Prepayment Features with Negative Compensation

• Amendments to IAS 19 Plan Amendment, Curtailment or Settlement

• Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures

• Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associateor Joint venture

Annual improvements

• IFRS 3 Business Combinations - Previously held Interests in a joint operation

• IFRS 11 Joint Arrangements - Previously held Interests in a joint operation

• IAS 12 Income Taxes - Income tax consequences of payments on financial instruments classified as equity

• IAS 23 Borrowing Costs - Borrowing costs eligible for capitalisation

Estimated impact of IFRS 16

(Effective for annual periods beginning on or after 1 January 2019)

IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether anArrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance ofTransactions Involving the Legal Form of a Lease.

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases andrequires lessees to account for all leases under a single on-balance sheet model similar to the accounting forfinance leases under IAS 17. The standard includes two recognition exemptions for lessees – leases of‘low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months orless). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., thelease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., theright-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability andthe depreciation expense on the right-of-use asset.

Lessees will be also required to re-measure the lease liability upon the occurrence of certain events (e.g., achange in the lease term, a change in future lease payments resulting from a change in an index or rate used todetermine those payments). The lessee will generally recognise the amount of the re-measurement of the leaseliability as an adjustment to the right-of-use asset.

Lessor accounting under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors willcontinue to classify all leases using the same classification principle as in IAS 17 and distinguish between twotypes of leases: operating and finance leases. IFRS 16 also requires lessees and lessors to make more extensivedisclosures than under IAS 17.

Transition to IFRS 16:The Group plans to adopt IFRS 16 on 1 January 2019 using the modified retrospective approach utilising thepractical expedients outlined in the standard.

The Group will elect to use the exemptions proposed by the standard on lease contracts for which the lease termsends within 12 months as of the date of initial application, and lease contracts for which the underlying asset is oflow value.

During 2018, the Group has performed an impact assessment of IFRS 16. It is currently estimated that adoptionof IFRS 16 would increase lease liabilities and right of use assets (net of prepayments) as of 31 December 2018by approximately USD 542,380 thousand. Due to the adoption of IFRS 16, the Group’s EBITDA will improve,while its interest and depreciation expenses will increase. The net impact on profit and loss is expected to beimmaterial.

147

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149

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

3 BUSINESS COMBINATIONS AND ACQUISITIONS continued

Year ended 31 December 2016 continued

* Acquisition of controlling interest in Travelex Emirates Exchange LLC

In 2015, Travelex entered into an agreement with its joint venture partner to acquire a controlling shareholding inTravelex Emirates Exchange LLC. Prior to this, the Group held a 49% non-controlling equity accounted share ina joint venture with joint power to access the variable returns. As part of the agreement, Travelex EmiratesExchange LLC transferred trade license and assets into a new entity, Travelex Emirates Exchange LLC. Thetrading license is held by Travelex Emirates Exchange LLC in which Travelex Limited holds a 40% shareownership and entitlement to 55% of dividends. As consideration, Travelex contributed its existing 49% share inits equity accounted investment in the UAE. The equity accounted investment comprised of two entities, a soleproprietorship held by Travelex’s joint venture partner and a management company which Travelex owned 49%of the issued share capital.

On 1 August 2016, Travelex assumed accounting control over Travelex Emirates Exchange LLC as it had thepower to appoint the majority of board members and was entitled to 55% of the distributable reserves. Therefore,Travelex Emirates Exchange LLC has been consolidated as a subsidiary with a non-controlling interest from thisdate. The acquisition resulted in a goodwill of USD 14,118 thousand which represents future economic benefitsarising from economies of scale and expansion of product offerings.

Fair value gain on combination:

USD (‘000)

Fair value of previously held equity investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,122Exchange adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 956Carrying amount of previously held equity investment (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,844)

Gain on consolidation, net (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,234

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152

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

3 BUSINESS COMBINATIONS AND ACQUISITIONS continued

Year ended 31 December 2017 continued

* Acquisition of controlling interest in Travelex Africa Foreign Exchange Proprietary Limited

On 12 January 2017, Travelex acquired the remaining 51% shareholding in Travelex Africa Foreign ExchangeProprietary Limited for a consideration of USD 3,522 thousand. Travelex Africa Foreign Exchange ProprietaryLimited now meets the definition of a subsidiary in accordance with IFRS 10 after the acquisition. The Groupdesignated the accounting acquisition date to be 1 January 2017.

Prior to the acquisition, Travelex held a 49% non-controlling equity accounted share in the joint venture.Following the transition to a subsidiary Travelex Limited re-measured the investment in Travelex Africa at theacquisition date at fair value and recognised a loss on combination of USD 131 thousand.

The acquisition contributes to the Group’s strategy to expand its presence in key locations. The goodwillrepresents future economic benefits arising from economies of scale and expansion of product offerings.

Fair value loss on combination:

USD (‘000)

Fair value of previously held equity investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,844Carrying amount of previously held equity investment (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,975)

Loss on consolidation, net (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (131)

** Acquisition of controlling interest in Oman & UAE Exchange Centre Co LLC

On 5 February 2017, UX Holdings Limited acquired 89% shareholding in Oman & UAE Exchange Centre CoLLC for a consideration of USD 39,812 thousand. The acquisition contributes to the Group’s strategy to expandits presence in Oman. The acquisition resulted in bargain purchase gain of USD 3,786 thousand.

*** Acquisition of controlling interest in TOM Technology Services (Private) Limited (TTSPL)

On 22 August 2017, UX Holdings Limited acquired 100% shareholding in TTSPL, which housed the digitalcross-border payments technology business (popularly known as Remit2India.com), for a consideration of USD15,283 thousand. The acquisition contributes to the Group’s strategy to expand its presence in India. Theacquisition resulted in a goodwill of USD 8,983 thousand which represents future economic benefits arising fromeconomies of scale and expansion of product offerings.

Acquisition of non-controlling interest in UAE Exchange Malaysia SDN BHD and Travelex HoldingsLimited

During 2017, the Group acquired an additional 25% non-controlling interest in UAE Exchange MalaysiaSDN BHD for a total consideration of USD 2,931 thousand resulting in reduction in non-controlling interest ofUSD 1,896 thousand.

During 2017, the Group acquired an additional 5% non-controlling interest in Travelex Holdings Limited for atotal consideration of USD 33,994 thousand resulting in reduction in non-controlling interest ofUSD 21,609 thousand and increase in accumulated losses of USD 12,385 thousand. The consideration ofUSD 33,994 thousand was paid by the shareholders on behalf of the Group and has therefore been credited toinvested capital.

153

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

3 BUSINESS COMBINATIONS AND ACQUISITIONS continued

Year ended 31 December 2018

During 2018, the Group acquired, from non-related parties, control of the entities as per the table below:

Acquisition date 07 Nov 2018 14 Nov 2018

% of ownership acquired 51% 100%

Entity name

Swych Inc.*USD (‘000)

Times ofMoney Private

LimitedUSD (‘000)

TotalUSD (‘000)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,095 6,793 7,888Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453 4,525 4,978Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 605 674Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,260 2,100 8,360Deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 — 12

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,889 14,023 21,912

Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,531 5,735 11,266

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,531 5,735 11,266

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,358 8,288 10,646Less: non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,155) — (1,155)

Net identifiable assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,203 8,288 9,491

Purchase consideration:Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,472 4,811 18,283

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,269 — 12,269

Gain on purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,477 3,477

Profit (loss) contributed from the date of acquisition . . . . . . . . . . . . . . . . . . (1,282) (135) (1,417)If the combination had taken place at 1 January 2018, the combined loss

of the Group would have been (higher) lower by . . . . . . . . . . . . . . . . . . . (6,175) (85) (6,260)

Net cash flow on acquisition:Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,095 6,793 7,888Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,472) (4,811) (18,283)

(12,377) 1,982 (10,395)

* On 7 November 2018, Finablr Ventures Holdings Limited acquired 51% shareholding in Swych Inc. SwychInc. offers a product, a mobile application which launched in August 2016, allows its subscribers to senddigital gift cards to other application subscribers. The acquisition resulted in a goodwill of USD12,269 thousand which represents future economic benefits arising from economies of scale and expansion ofproduct offerings.

154

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

4 OPERATING AND ADMINISTRATIVE EXPENSES

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 366,491 378,860 372,928Trading costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,197 98,813 130,650Legal, professional and consultancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,460 19,266 26,975Equipment rental and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,555 24,834 24,358Advertising and business promotion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,455 23,658 26,230Bank charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,053 24,290 20,205Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,338 16,468 15,421Travel and entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,058 12,302 12,832Property costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,241 23,867 25,284Security costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,024 13,727 9,547Other finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,141 2,762 2,765Directors’ remuneration (note 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,850 7,601 10,028Printing and stationery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,944 6,345 5,923Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,372 4,293 4,134Postage and courier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,196 2,014 1,896Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,217 80,874 68,292

764,592 739,974 757,468

5 GAIN ON DISPOSALS / ACQUISITIONS OF BUSINESSES

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Fair value (loss) gain on consolidation (note 3) . . . . . . . . . . . . . . . . . . . . . . . . . — (131) 11,234Disposal of businesses (note 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (370) 1,827 91,797Bargain purchase gain (note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,477 4,609 6,127

3,107 6,305 109,158

6 INCOME TAX EXPENSE

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

(a) Income tax expense

Current taxCurrent tax on profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,325) (11,506) (30,787)

Deferred income taxIncrease (decrease) in deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,491 (7,456) 2,202Decrease in deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,533 266 3,268

Total deferred tax benefit (expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,024 (7,190) 5,470

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,301) (18,696) (25,317)

The United Arab Emirates does not enforce any domestic income tax decrees and, therefore, the domestic tax rateis nil. Income tax is calculated at tax rates prevailing in the respective jurisdictions, and primarily arises from theTravelex Holdings Limited group.

155

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

6 INCOME TAX EXPENSE continued

(b) Numerical reconciliation of income tax expenses to prima facie tax expense

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Accounting loss of taxable entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169,611 177,161 22,512

Tax credit at the average applicable tax rates of taxable entities . . . . . . . . . . . . 33,206 32,717 5,080

Average effective tax rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.5% 18.5% 22.6%

Tax effect of amounts that are not deductible (taxable) in calculating taxableincome:

Relating to original and reversal of temporary differences . . . . . . . . . . . . . . . . 2,776 355 (93)Unrecognised deferred tax movements and write off . . . . . . . . . . . . . . . . . . . . (7,624) (1,385) (1,068)Tax losses not recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,795) (10,179) (11,099)Branch losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20) (4) —Prior year adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,132) (1,436) 812Adjustment for tax rate differences in foreign jurisdictions . . . . . . . . . . . . . . . (2,931) (3,393) (8,527)Capital losses utilized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,466) — 15,024Other items including non-deductible finance costs . . . . . . . . . . . . . . . . . . . . . (25,448) (33,935) (24,364)Legal / professional / entertainment expenses . . . . . . . . . . . . . . . . . . . . . . . . . . (133) (131) (135)Equity accounted investments and goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . 266 (1,305) (947)

(10,301) (18,696) (25,317)

7 FINANCE INCOME

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,019 13,266 11,476Net exchange gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 56,870

17,019 13,266 68,346

8 FINANCE COSTS

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Loans and overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,237 35,458 20,757Interest payable on related party loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,229 32,364 34,920Amortisation of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,532 2,610 3,790Net exchange losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 825 28,654 —Refinancing related costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 8,352 —Other finance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 664 1,305 541

82,487 108,743 60,008

156

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS

GoodwillComputersoftware

Customerrelationships

Brand namesand licenses

Work-inprogress Others Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2018Cost:

At 1 January 2018 . . . . . . . . . . 554,407 131,781 162,454 232,584 55,010 5,561 1,141,797Additions . . . . . . . . . . . . . . . . . — 9,919 — — 46,726 848 57,493Acquired through business

combinations (note 3) . . . . . 12,269 5,361 — — — 2,999 20,629Disposals . . . . . . . . . . . . . . . . . — (4,227) (2,047) — (2,175) — (8,449)Reclassified to held for sale . . . (768) — — (1,279) — — (2,047)Transfers . . . . . . . . . . . . . . . . . — 68,341 — — (67,029) — 1,312Exchange adjustments . . . . . . . (37,846) (6,630) (11,294) (13,290) (2,664) (425) (72,149)

At 31 December 2018 . . . . . . . 528,062 204,545 149,113 218,015 29,868 8,983 1,138,586

Accumulated amortisation andimpairment:

At 1 January 2018 . . . . . . . . . . 194,537 65,937 46,194 28,674 — 206 335,548Charge for the year . . . . . . . . . — 31,745 16,922 9,568 — 217 58,452Impairment . . . . . . . . . . . . . . . 19,536 — 1,466 3,419 — — 24,421Disposals . . . . . . . . . . . . . . . . . — (3,715) (2,047) — — — (5,762)Exchange adjustments . . . . . . . (8,058) (5,372) (4,504) (2,229) — (9) (20,172)

At 31 December 2018 . . . . . . . 206,015 88,595 58,031 39,432 — 414 392,487

Net carrying amount:At 31 December 2018 . . . . . . . 322,047 115,950 91,082 178,583 29,868 8,569 746,099

GoodwillComputersoftware

Customerrelationships

Brandnames and

licensesWork-inprogress Others Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2017Cost:

At 1 January 2017 . . . . . . . . . . . 512,729 95,555 150,846 204,870 22,641 687 987,328Additions . . . . . . . . . . . . . . . . . . — 11,223 — 1,354 47,725 41 60,343Acquired through business

combinations (note 3) . . . . . . 11,577 1,114 — 16,782 149 4,755 34,377Disposals . . . . . . . . . . . . . . . . . . — (1,491) — — (271) — (1,762)Transfers . . . . . . . . . . . . . . . . . . — 19,501 — — (18,279) — 1,222Exchange adjustments . . . . . . . . 30,101 5,879 11,608 9,578 3,045 78 60,289

At 31 December 2017 . . . . . . . . 554,407 131,781 162,454 232,584 55,010 5,561 1,141,797

Accumulated amortisation andimpairment:

At 1 January 2017 . . . . . . . . . . . 182,102 40,916 37,773 17,877 — 158 278,826Charge for the year . . . . . . . . . . — 21,010 14,747 8,711 — 71 44,539Impairment (reversal of

impairment) . . . . . . . . . . . . . . 277 1,175 (10,049) 1,436 — — (7,161)Disposals . . . . . . . . . . . . . . . . . . — (813) — — — — (813)Transfers . . . . . . . . . . . . . . . . . . — 135 — — — — 135Exchange adjustments . . . . . . . . 12,158 3,514 3,723 650 — (23) 20,022

At 31 December 2017 . . . . . . . . 194,537 65,937 46,194 28,674 — 206 335,548

Net carrying amount:At 31 December 2017 . . . . . . . . 359,870 65,844 116,260 203,910 55,010 5,355 806,249

157

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS continued

GoodwillComputersoftware

Customerrelationships

Brand namesand licenses

Work-inprogress Others Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2016Cost:

At 1 January 2016 . . . . . . . . . . 581,657 90,026 215,675 210,744 12,042 708 1,110,852Additions . . . . . . . . . . . . . . . . . — 12,656 — — 20,289 — 32,945Acquired through business

combinations (note 3) . . . . . 21,630 120 — 8,828 — — 30,578Disposal of businesses

(note 27) . . . . . . . . . . . . . . . . (22,293) (7,357) (35,301) (8,518) (248) — (73,717)Disposals . . . . . . . . . . . . . . . . . — (749) — — — — (749)Transfers . . . . . . . . . . . . . . . . . — 7,414 — — (7,662) — (248)Exchange adjustments . . . . . . . (68,265) (6,555) (29,528) (6,184) (1,780) (21) (112,333)

At 31 December 2016 . . . . . . . 512,729 95,555 150,846 204,870 22,641 687 987,328

Accumulated amortisation andimpairment:

At 1 January 2016 . . . . . . . . . . 24,637 12,805 18,825 8,164 — 61 64,492Charge for the year . . . . . . . . . — 21,727 18,407 9,402 — 68 49,604Impairment . . . . . . . . . . . . . . . 174,033 11,640 10,422 — — — 196,095Disposal of businesses

(note 27) . . . . . . . . . . . . . . . . — (5,599) (4,582) (619) — — (10,800)Disposals . . . . . . . . . . . . . . . . . — (35) — — — — (35)Exchange adjustments . . . . . . . (16,568) 378 (5,299) 930 — 29 (20,530)

At 31 December 2016 . . . . . . . 182,102 40,916 37,773 17,877 — 158 278,826

Net carrying amount:At 31 December 2016 . . . . . . . 330,627 54,639 113,073 186,993 22,641 529 708,502

(i) Software impairment of USD 1,175 thousand in 2017 (2016: USD 11,640 thousand) relates to thetermination of the Supercard product which was terminated in April 2017 and the write-off of certainsoftware assets due to Group’s investment in replacement technology used within the central IT function.

(ii) Computer software includes internally generated software.(iii) Others include concession contracts amounting to USD 351 thousand (2017: USD 561 thousand) (2016:

USD 562 thousand) and trademarks amounting to USD 6,463 thousand (2017: USD 4,794 thousand) (2016:nil).

(iv) Brand names and licenses include licenses amounting to USD 21,357 thousand (2017: USD 21,739thousand) (2016: USD 10,573 thousand).

The Group determines the recoverable amounts for the cash generating units based on the higher of fair valueless costs to sell and value in use estimations.

The key assumptions in the value in use calculation are the estimated free cash flows of each cash generatingunit, which have been determined based on a combination of past experience of the markets in which the Groupoperates and the expected growth in the forecast period; the discount rates applied to the expected cash flows,and the terminal growth rate applied after the forecast period.

The key assumptions for fair value less costs to sell calculations are based on the current period’s EBITDAadjusted to arrive at management’s estimate of annualised and sustainable EBITDA for each respective CGU,and applying market observed multiples which are adjusted to reflect the product lines and industry in which thecash generating units operate.

158

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS continued

i) Travelex Holdings Limited

The carrying amount of goodwill related to the acquisition of Travelex Holdings Limited is allocated to thefollowing cash generating units:

Goodwill2018

Pre-taxdiscount rates

2018

USD (‘000)

Currency ServicesUK & Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,512 13.40%North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 13.40%Japan, Australia & New Zealand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,805 14.20%Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,993 12.50%Middle East & Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,231 12.80%Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,679 23.80%Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,669 13.80%

288,889

Goodwill2017

Pre-taxdiscount rates

2017

USD (‘000)

Currency ServicesUK & Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,461 13.70%North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,209 13.40%Japan, Australia & New Zealand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,126 14.70%Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,928 12.90%Middle East & Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,282 13.10%Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,271 26.50%Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,053 14.90%

327,330

Goodwill2016

Pre-taxdiscount rates

2016

USD (‘000)

Currency ServicesUK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,780 12.00%Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,422 13.40%EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,432 11.70%Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,223 11.90%Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,728 23.50%Wholesale cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,769 11.00%TCS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,568 12.20%Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,813 17.80%UAE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,110 11.40%

307,845

159

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS continued

i) Travelex Holdings Limited continued

During 2016, Insurance and Currency Select goodwill were disposed of as part of the Group’s sale of itsshareholdings in Travelex Insurance Services Inc., and Travelex Outsourcing Pty Ltd. (Note 27).

During 2017, Travelex Holding transitioned to a Geographic reporting structure to enable a more focusedapproach to addressing the needs of customers, corporate partners and regulators at a local geographic level.Trading areas (Geos) were established across Travelex each led by a separate Commercial Director. EachCommercial Director is accountable for all customers and colleagues within the Geo, overseeing local workingpractices, providing leadership and direction at a local level. As cash flow generation is identified and monitoredbased on the new Geographic structure, this organisation restructure is considered to have altered thecomposition of the CGU’s for the purposes of IAS 36. The composition of the CGU’s of Travelex has thereforechanged to reflect this new reporting structure. Goodwill has been reallocated accordingly using a relative valueapproach.

Key assumptions used:

The value in use estimations cover a five-year forecast (2017: four years) (2016: four years), and incorporate aCAGR on EBITDA in the range of 1.4% - 3.8% (2017: 1.6% - 4.9%) (2016: 2.0% - 4.0%).

The multiples applied to the adjusted EBITDA figures range from 7.0 to 7.4 (2017: 7.9) (2016: 7.8 to 8.0). Thecosts to sell are estimated to be 2% (2017: 2%) (2016: 2%) of the fair value of the business.

Other than the considerations described above in determining the recoverable amount of the cash generatingunits, there are no other key assumptions.

Results of 2018 year-end impairment test and sensitivity to changes in assumptions:

For all CGUs, the fair value less cost to sell valuation resulted in a higher recoverable amount when compared tothe value in use calculation.

For the following CGUs: UK & Africa, Japan, Australia & New Zealand, Brazil and Europe, managementconsiders that there is no reasonably possible change in the key assumptions that would result in the CGU’scarrying amount to exceed its recoverable amount.

For the following CGUs: Asia and Middle East & Turkey, any decrease in either the earnings multiple orEBITDA in excess of 8% and 6% respectively would result in a possible impairment.

For North America, an impairment of USD 8,700 thousand was recorded mainly as a result of lower EBITDAprojections. Any deterioration in any of the key assumptions would result in a further impairment.

Results of 2017 year-end impairment test and sensitivity to changes in assumptions:

For all CGUs, except for Brazil, the value in use resulted in a higher recoverable amount when compared to thefair value less cost to sell calculation.

For the following CGUs: UK & Africa, Japan, Australia & New Zealand, Middle East & Turkey, Brazil, Europeand North America, management considers that there is no reasonably possible change in the key assumptionsthat would result in the CGU’s carrying amount to exceed its recoverable amount.

For Asia, an increase by 0.5% in the absolute discount rate or a decrease in the absolute terminal growth rate by2% would result in a possible impairment.

Results of 2016 year-end impairment test and sensitivity to changes in assumptions:

For all CGUs, except for Brazil and Turkey, the value in use resulted in a higher recoverable amount whencompared to the fair value less cost to sell calculation.

160

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS continued

i) Travelex Holdings Limited continued

Results of 2016 year-end impairment test and sensitivity to changes in assumptions continued:

For the following CGUs: Asia Pacific, Wholesale cash and UAE, management considers that there is noreasonably possible change in the key assumptions that would result in the CGU’s carrying amount to exceed itsrecoverable amount.

For UK, Americas, EMEA, Brazil, TCS and Turkey, any deterioration in any of the key assumptions would resultin a further impairment.

The Group recorded impairment for the following CGUs as a result of lower EBITDA projections:

Impairment2016

USD (‘000)

UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,723Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,581EMEA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,393Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,357TCS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,933Turkey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,715

165,702

ii) UAE Exchange Centre LLC

Goodwill in UAE Exchange Centre LLC is recognised only on the currency services operations of Qatar UAEExchange Establishment which was acquired in 2015. The carrying amount of the goodwill is as follows:

Goodwill2018

Pre-taxdiscount rates

2018

USD (‘000)

Currency ServicesQatar UAE Exchange Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,369 13.08%

Goodwill2017

Pre-taxdiscount rates

2017

USD (‘000)

Currency ServicesQatar UAE Exchange Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,205 13.08%

Goodwill2016

Pre-taxdiscount rates

2016

USD (‘000)

Currency ServicesQatar UAE Exchange Establishment . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,205 13.44%

Key assumptions used:

The value in use estimations cover a five-year forecast in 2017 (2016: five years), and incorporate a CAGR onEBITDA of 14.8% (2016: 5.1%). The terminal growth rate beyond the forecast period is 3.4%.

The multiples applied to the adjusted EBITDA figures is 9.1. The costs to sell are estimated to be 2% of the fairvalue of the business.

Other than the considerations described above in determining the recoverable amount of the cash generating unit,there are no other key assumptions.

161

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS continued

ii) UAE Exchange Centre LLC continued

Results of 2018 year-end impairment test and sensitivity to changes in assumptions:

The fair value less cost to sell valuation resulted in a higher recoverable amount than the value in use calculation.

An impairment of USD 10,836 thousand was recorded mainly as a result of lower EBITDA projections. Anydeterioration in any of the key assumptions would result in a further impairment.

Results of 2016 and 2017 year-end impairment test and sensitivity to changes in assumptions:

The Group used the value in use methodology.

No impairment of goodwill was recorded during 2016 and 2017. However, any deterioration in any of the keyassumptions would result in a possible impairment.

iii) UX Holdings Limited

The carrying amount of goodwill is allocated to the following cash generating units:

Goodwill2018

Pre-taxdiscount rates

2018

USD (‘000)

Currency servicesUnimoni Exchange Company WLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,101 14.90%TOM Technology Services (Private) Limited . . . . . . . . . . . . . . . . . . . . 8,227 14.50%

9,328

Goodwill2017

Pre-taxdiscount rates

2017

USD (‘000)

Currency servicesUnimoni Exchange Company WLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,097 12.80%TOM Technology Services (Private) Limited . . . . . . . . . . . . . . . . . . . . 8,984 12.80%

10,081

Goodwill2016

Pre-taxdiscount rates

2016

USD (‘000)

Currency servicesUnimoni Pty Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 477 12.80%

477

Key assumptions used:

The value in use estimations cover a five-year forecast, and incorporate a revenue CAGR of 378% (2017: 189%)for TOM Technology Services (Private) Limited over the five-year forecast period. The terminal growth rate is5% beyond the five-year period for both CGUs.

Other than the considerations described above in determining the recoverable amount of the cash generating unit,there are no other key assumptions.

162

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS continued

iii) UX Holdings Limited continued

Results of 2018 year-end impairment test and sensitivity to changes in assumptions:

The Group used the value in use methodology and no impairment of goodwill was recorded during 2018.Management considers that there is no reasonably possible change in the key assumptions that would result in theCGU’s carrying amount to exceed its recoverable amount.

Results of 2016 and 2017 year-end impairment test:

The Group used the value in use methodology for all CGUs. The goodwill in respect of acquisitions ofXM Services (Australia) Pty Limited, Unimoni Limited (Previously “UAE Exchange Canada Inc.”) and othercash generating units amounting in total to USD 277 thousand for the year ended 31 December 2017 and USD8,331 thousand for the year ended 31 December 2016 was fully impaired as management concluded that theywere not recoverable.

iv) UAE Exchange UK Limited

Goodwill in UAE Exchange UK Limited is recognised only on the currency services operations of BanqueTravelex SA which was acquired in 2015. The carrying amount of the goodwill is as follows.

Goodwill2018

Pre-taxdiscount rates

2018

USD (‘000)

Currency servicesBanque Travelex SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,192 11.38%

Goodwill2017

Pre-taxdiscount rates

2017

USD (‘000)

Currency servicesBanque Travelex SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,254 11.58%

Goodwill2016

Pre-taxdiscount rates

2016

USD (‘000)

Currency servicesBanque Travelex SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,100 12.27%

Key assumptions used:

The value in use estimations cover a five-year forecast (2017: five years) (2016: five years), incorporating anextrapolation of expected cash flows at a growth rate of 1% beyond the five-year period (2017: growth rate of 5%for the five-year forecast period and 1% beyond the five-year period) (2016: growth rate of 9% for the five-yearforecast period and 1% beyond the five-year period). The growth rate reflects the long-term average rate for thecountry in which the cash-generating unit operates.

Other than the key considerations described above in determining the recoverable amount of the cash generatingunit, there are no other key assumptions.

163

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

9 GOODWILL AND OTHER INTANGIBLE ASSETS continued

iv) UAE Exchange UK Limited continued

Results of 2016, 2017 and 2018 year-end impairment test and sensitivity to changes in assumptions:

The Group used the value in use methodology and no impairment of goodwill was recorded during 2016, 2017and 2018. Management considers that there is no reasonably possible change in the key assumptions that wouldresult in the CGU’s carrying amount to exceed its recoverable amount.

The Group has developed a digital banking platform, having a net book value of USD 36,527 thousand at31 December 2018, commissioned in 2018 and intends to market as “Ditto Bank”. The useful life of this platformhas been determined as 6 years. The activity of Ditto Bank is a new activity launched by Banque Travelex S.A.(France) in 2018 which provides digital banking solutions.

Key assumptions used:

The value in use estimations cover a five-year forecast. A terminal growth rate of 1% has been applied after thefive-year forecast period. The discount rate applied is in the range of 11.38% – 17.12%, which is correspondingto the WACC used by the Group and entities under common control for their evaluations.

Other than the key considerations described above in determining the recoverable amount of the cash generatingunit, there are no other key assumptions.

Results of 2018 year-end impairment test and sensitivity to changes in assumptions:

The Group used the value in use methodology and no impairment of goodwill was recorded during 2018.

v) Finablr Ventures Holdings Limited

Goodwill amounting to USD 12,269 thousand in Finablr Ventures Holdings Limited is recognised on theacquisition of Swych Inc. during 2018. (Note 3).

164

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

10 PROPERTY AND EQUIPMENT

Land andbuildings

Leaseholdimprovements

Fixturesand fittings

Motorvehicles

Computerhardware

Work-in-progress* Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2018Cost:

At 1 January 2018 . . . . . . . . . . . 74,425 7,613 148,916 6,144 53,031 8,304 298,433Acquired through business

combination (note 3) . . . . . . . — 53 213 24 384 — 674Additions . . . . . . . . . . . . . . . . . . 4,478 3,856 18,489 178 3,841 7,575 38,417Reclassified to held for sale . . . — — (512) — (256) — (768)Disposals / write off . . . . . . . . . (7,676) (195) (9,029) (290) (1,158) — (18,348)Disposal of business

(note 27) . . . . . . . . . . . . . . . . — — (309) (8) (39) — (356)Transfers . . . . . . . . . . . . . . . . . . 1,151 — (43) 93 431 (2,944) (1,312)Exchange adjustments . . . . . . . . (3,247) (325) (3,969) (7) (2,231) (39) (9,818)

At 31 December 2018 . . . . . . . . 69,131 11,002 153,756 6,134 54,003 12,896 306,922

Accumulated depreciation:At 1 January 2018 . . . . . . . . . . . 50,472 3,568 101,393 4,387 31,250 — 191,070Charge for the year . . . . . . . . . . 4,544 801 14,413 568 8,002 — 28,328Disposals / write off . . . . . . . . . (6,525) (59) (7,580) (287) (1,157) — (15,608)Disposal of business

(note 27) . . . . . . . . . . . . . . . . — — (87) (8) (22) — (117)Transfers . . . . . . . . . . . . . . . . . . (128) — 256 — (128) — —Exchange adjustments . . . . . . . . (2,217) (85) (2,488) (11) (1,307) — (6,108)

At 31 December 2018 . . . . . . . . 46,146 4,225 105,907 4,649 36,638 — 197,565

Net book value:At 31 December 2018 . . . . . . . . 22,985 6,777 47,849 1,485 17,365 12,896 109,357

165

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

10 PROPERTY AND EQUIPMENT continued

Land andbuildings

Leaseholdimprovements

Fixturesand fittings

Motorvehicles

Computerhardware

Work-in-progress* Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2017Cost:

At 1 January 2017 . . . . . . . . . . . 47,272 4,188 149,262 5,689 46,240 11,958 264,609Acquired through business

combination (note 3) . . . . . . . — 2,268 1,710 202 38 7 4,225Additions . . . . . . . . . . . . . . . . . . 3,115 510 21,589 1,045 5,772 4,925 36,956Disposals / write off . . . . . . . . . (4,198) (237) (5,364) (793) (5,291) (102) (15,985)Transfers . . . . . . . . . . . . . . . . . . 26,735 332 (23,763) 2 4,132 (8,660) (1,222)Exchange adjustments . . . . . . . . 1,501 552 5,482 (1) 2,140 176 9,850

At 31 December 2017 . . . . . . . . 74,425 7,613 148,916 6,144 53,031 8,304 298,433

Accumulated depreciation:At 1 January 2017 . . . . . . . . . . . 29,959 2,026 106,000 4,600 28,151 — 170,736Charge for the year . . . . . . . . . . 5,889 1,431 13,612 576 7,459 — 28,967Disposals / write off . . . . . . . . . (3,386) (39) (3,957) (788) (5,282) — (13,452)Transfers . . . . . . . . . . . . . . . . . . 17,605 — (17,875) — 135 — (135)Exchange adjustments . . . . . . . . 405 150 3,613 (1) 787 — 4,954

At 31 December 2017 . . . . . . . . 50,472 3,568 101,393 4,387 31,250 — 191,070

Net book value:At 31 December 2017 . . . . . . . . 23,953 4,045 47,523 1,757 21,781 8,304 107,363

166

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

10 PROPERTY AND EQUIPMENT continued

Land andbuildings

Leaseholdimprovements

Fixturesand fittings

Motorvehicles

Computerhardware

Work-in-progress* Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2016Cost:

At 1 January 2016 . . . . 53,700 4,989 156,003 6,389 44,314 3,546 268,941Acquired through

businesscombination (note3) . . . . . . . . . . . . . . . — 175 1,614 46 477 8 2,320

Additions . . . . . . . . . . . 2,601 943 14,062 428 2,905 9,594 30,533Disposal of businesses

(note 27) . . . . . . . . . (5,284) (1,905) (2,772) (105) (1,889) — (11,955)Disposals . . . . . . . . . . . (12,566) (120) (6,739) (1,071) (2,339) — (22,835)Transfers . . . . . . . . . . . 7,803 170 (9,013) — 2,229 (941) 248Exchange

adjustments . . . . . . . 1,018 (64) (3,893) 2 543 (249) (2,643)

At 31 December2016 . . . . . . . . . . . . . 47,272 4,188 149,262 5,689 46,240 11,958 264,609

Accumulated depreciationand impairment:

At 1 January 2016 . . . . 30,853 3,082 103,344 5,178 21,689 — 164,146Charge for the year . . . 3,573 658 16,743 480 6,735 — 28,189Disposal of businesses

(note 27) . . . . . . . . . (444) (1,634) (1,957) — (1,246) — (5,281)Disposals . . . . . . . . . . . (12,107) (36) (5,756) (1,063) (2,080) — (21,042)Impairment . . . . . . . . . — — 541 — — — 541Transfers . . . . . . . . . . . 6,193 — (6,440) — 247 — —Exchange

adjustments . . . . . . . 1,891 (44) (475) 5 2,806 — 4,183

At 31 December2016 . . . . . . . . . . . . . 29,959 2,026 106,000 4,600 28,151 — 170,736

Net book value:At 31 December

2016 . . . . . . . . . . . . . 17,313 2,162 43,262 1,089 18,089 11,958 93,873

* Work in progress mainly represents expenditure incurred in respect of new offices / branches which havenot become operational at the end of the respective reporting periods.

11 INVESTMENTS IN JOINT VENTURES

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,293 35,050 56,624Additions (i) (note 27) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 864 — —Share of results after tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,066 3,785 5,143Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,326) (2,302) (2,229)Disposal (ii) (note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (2,975) (16,844)Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,306) 2,735 (7,644)

At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,591 36,293 35,050

167

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

11 INVESTMENTS IN JOINT VENTURES continued

The joint ventures listed below have share capital consisting solely of ordinary shares, which is held directly bythe Group.

Name of entityPlace of business /

country of incorporation%

ownership%

ownership%

ownership

2018 2017 2016

Travelex Africa Foreign Exchange (Pty) Ltd (ii) . . . . . . . . South Africa — — 49%Travelex Qatar Q.S.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qatar 49% 49% 49%Travelex Malaysia SDN. BHD . . . . . . . . . . . . . . . . . . . . . . Malaysia 70% 70% 70%Fort Lauderdale Business & Currency Services LLC . . . . . USA 45% 45% 45%Pittsburgh Currency Services LLC . . . . . . . . . . . . . . . . . . . USA 49% 49% 49%RDU Currency and Business Services LLC . . . . . . . . . . . . USA 49% 49% 49%Newark Currency Services LLC . . . . . . . . . . . . . . . . . . . . . USA 45% 45% 45%

(i) This relates to UAE Exchange Malaysia Sdn. Bhd. which was sold to one of the Group’s 70% owned jointventure, Travelex Malaysia SDN. BHD from UX Holdings Limited as it was a wholly owned subsidiary init and accordingly the share of net assets (i.e. 70%) was recorded as addition in investment in joint venture.

(ii) The disposal during 2017 relates to the conversion of Travelex Africa Foreign Exchange ProprietaryLimited from an equity accounted joint venture to a subsidiary. The disposal during 2016 relates to theconversion of Travelex Emirates Exchange LLC from an equity accounted joint venture to a subsidiary.

These joint ventures represent strategic partnerships for the Group, providing access to new markets for the saleof foreign currency banknotes and other foreign exchange products. These entities are unlisted.

The Group also has various agreements with independent operators to act as partners in the retail business atseveral locations in the United States. These joint ventures are accounted for under the equity method ofaccounting.

Summarised financial information of investment in joint ventures (Travelex Qatar Q.S.C. and Travelex MalaysiaSDN. BHD) is set out below. Separate disclosures for individual joint ventures is not provided as no joint ventureis individually material to the combined statement of profit and loss.

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Joint ventures’ statement of financial positionAssets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,678 57,012 55,733Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,781) (8,938) (6,316)

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,897 48,074 49,417

Joint ventures’ revenue and profit:Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,983 20,358 48,049

Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,328 6,656 9,204

168

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

12 TRADE AND OTHER RECEIVABLES

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

CurrentTrade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,518 221,276 58,086Amounts due from related parties (note 25) . . . . . . . . . . . . . . . . . . . . . . . 24,086 36,845 45,308Loans to customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,578 2,748 —Amounts due from travellers’ cheques agents . . . . . . . . . . . . . . . . . . . . . . 1,024 948 867Due from exchange houses and other financial institutions . . . . . . . . . . . 82,680 81,406 71,496Deposits and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80,711 73,688 86,040Tax receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,837 4,333 4,087Derivative financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,629 3,583 4,826Prepayments and accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,093 57,735 46,858Amounts due from joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,373 1,083 2,725

411,529 483,645 320,293

Non-currentOther receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,152 8,698 3,694Prepayments and accrued income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,191 22,886 9,908

25,343 31,584 13,602

Trade receivables as at 31 December 2018 include amounts receivable from Wholesale customers for banknotesof USD 102,992 thousand (2017: USD 166,025 thousand) (2016: USD 7,059 thousand).

Amounts due from related parties mainly arise on remittance transactions. Amounts due from related parties areunsecured in nature, non-interest bearing and due on demand.

Other receivables within non-current assets include a bank guarantee held by the Central Bank of UAE anddeposits for certain airport contracts.

During 2018, the Group has written off an amount of USD 1,967 thousand (2017: USD 1,650 thousand) (2016:USD 9,417 thousand) against other receivables which management have assessed that they will no longer be ableto recover.

At 31 December 2018, allowance for expected credit losses amounted to USD 5,256 thousand (2017 and 2016:provision for doubtful debts of nil). Movements in the allowance were as follows:

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —ECL recognised under IFRS 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,977 — —Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,279 — —

At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,256 — —

169

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

12 TRADE AND OTHER RECEIVABLES continued

As at 31 December, the ageing of unimpaired trade receivables is as follows:

Past due but not impaired

Total

Neither pastdue nor

impaired1 - 90days

91 - 180days

>180days

USD’000 USD’000 USD’000 USD’000 USD’000

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,518 — 157,622 512 384

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221,276 — 218,796 1,736 744

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,086 — 57,435 456 195

As at 31 December, the ageing of unimpaired loans to customers is as follows:

Past due but not impaired

Total

Neither pastdue nor

impaired1 - 90days

91 - 180days

>180days

USD’000 USD’000 USD’000 USD’000 USD’000

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,578 3,181 396 1 —

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,748 2,356 336 56 —

Unimpaired amounts due from exchange houses and other financial institutions are expected, on the basis of pastexperience, to be fully recoverable. It is not the practice of the Group to obtain collateral over receivables and thevast majority are, therefore, unsecured.

13 INVESTMENTS

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Financial assets carried at fair value through profit or loss – unquoted . . . . . . 2,000 3,972 —Financial assets carried at fair value through other comprehensive income

(OCI)* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,262 — —Available for sale investments* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 17,334 15,357

24,262 21,306 15,357

* Financial assets carried at fair value through OCI / available for sale investments represent equity shares andgovernment and corporate bonds held in Brazil. The government bonds are not held for the full term andthey are typically traded within 1-3 days.

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Equity shares – unquoted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,922 7,042 4,830Government and corporate bonds held in Brazil . . . . . . . . . . . . . . . . . . . . . . . . 9,340 10,292 10,527

22,262 17,334 15,357

170

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

14 REIMBURSEMENT RIGHT AND RESTRICTED ASSETS

In May 2013, Travelex Holdings Limited entered into a reimbursement and insurance policy with AmTrustwhich provide for the encashment of properly presented MasterCard, Visa and non-branded travellers’ chequesand will be honoured in perpetuity. AmTrust is an insurance company which is rated A by A M. Best Company,Inc., a leading company rating agency. Some batches of travellers’ cheques are fully insured whilst others areinsured only to the extent certain allocated funds (certain structured deposits/floats and restricted cash) areinsufficient to cover the amount of encashed cheques. There is a relatively small cohort of cheques which are notinsured at all, at 31 December 2018 with a face value of USD 5,638 thousand (2017: USD 5,873 thousand)(2016: USD 5,456 thousand).

As part of the transaction Travelex Holdings Limited released the structured deposits previously held to supportthe MasterCard branded and non-branded cheques. These funds were paid over to AmTrust to hold in NovaScotia bankruptcy remote accounts and continue to be used for the encashment of these cheques. Visa chequescontinue to be collateralised with assets held as float deposits and structured deposits held by Travelex in BONYtrust account covering the amount of travellers’ cheques that are expected to be encashed (claim fund). AmTrustpolicy covers any encashment over and above the funds held in Nova Scotia and collateralised assets.

The agreement with AmTrust involved paying over an insurance premium of GBP 50 million (equivalentUSD 74,115 thousand) and the claim fund proceeds. As part of the agreement, at inception, Travelex HoldingsLimited provided funds to AmTrust to cover future encashment of MasterCard branded and non-brandedtravellers’ cheques (the “insured cheques”) in bankruptcy-remote vehicles.

The reimbursement agreement and insurance policy together give Travelex Holdings Limited a reimbursementright whereby AmTrust reimburses Travelex Holdings Limited in full for qualifying insured cheques encashed ona weekly basis. The carrying value of the reimbursement right on the insured cheques is equal to the face value ofthe insured cheques, less the value of remaining restricted cash and structural deposits / floats required to beutilised before the insurance is accessed. The asset is split between current and non-current on the face of thestatement of financial position with the current balance being the expected reimbursement over the next12 months. Structured deposits and assets held on trust are held to support the encashment of Visa brandedtravellers’ cheques which are not covered by the policy with AmTrust (the “uninsured cheques”).

As at 31 December 2018 the face value of travellers’ cheques awaiting redemption (“TCAR”) amounted toUSD 499,555 thousand (2017: USD 526,990 thousand) (2016: USD 527,153 thousand). Actuarial estimates, as at31 December 2018, suggest however that an amount of approximately USD 107,342 thousand (2017:USD 113,617 thousand) (2016: USD 128,556 thousand) is expected to be validly presented for encashment orwould require encashment. However, as the travellers’ cheques are payable on demand and valid into perpetuity,IFRS 13 requires that they be carried at their full face value at initial recognition and subsequently at amortisedcost. IFRS requires that the full value of the cheques be classified as a current liability, although the encashmentlevel over the next 12 months is expected to be circa USD 17,016 thousand (2017: USD 16,928 thousand) (2016:USD 16,967 thousand). Travelex Holdings Limited’s experience over the last 12 years is that actuarialpredictions of the level of encashments are substantially accurate.

Financial assets and liabilities relating to the travellers’ cheques and the relating reimbursement right assetbusiness are as follows:

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Financial assetsRestricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,518 7,309 6,564Structured deposits / floats . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,322 72,765 79,764Reimbursement right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420,401 441,198 436,107

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 495,241 521,272 522,435

Financial liabilitiesTravellers’ cheques awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 499,555 526,990 527,153

171

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

15 DEFERRED TAX ASSETS AND LIABILITIES

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current taxassets against current tax liabilities and when the deferred income taxes assets and liabilities relate to incometaxes levied by the same taxation authority on either the taxable entity or different taxable entities where there isan intention to settle the balances on a net basis. The offset amounts are as follows:

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Deferred tax assets – non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,048 10,080 16,835

Deferred tax liabilities – non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,828 45,750 42,277

The net movement in deferred tax is as follows:

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35,670) (25,442) (34,694)Acquired through business combination (note 3) . . . . . . . . . . . . . . . . . . . . . . . 12 44 171Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,982 (3,084) (1,715)Recorded in combined statement of profit or loss . . . . . . . . . . . . . . . . . . . . . . . 9,024 (7,190) 5,470Tax charged direct to equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (124)Disposal of businesses (note 27.1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 5,326Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (128) 2 124

At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,780) (35,670) (25,442)

172

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

15 DEFERRED TAX ASSETS AND LIABILITIES continued

The movement in deferred tax assets and liabilities without taking into consideration the offsetting of balanceswithin the same tax jurisdiction, is as follows:

Property andequipment Tax losses

Intangibleassets

Othertemporarydifferences Total

USD (‘000 USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2018AssetsAt 1 January 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,875 5,688 — 5,981 16,544Acquired through business combination (note 3) . . . — — — 12 12Credited (charged) to the combined statement of

profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,466) 266 4,130 3,827 6,757Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . (338) (325) (164) (564) (1,391)Other movement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (128) (128)

At 31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . 3,071 5,629 3,966 9,128 21,794

2017AssetsAt 1 January 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,316 4,211 — 12,502 23,029Acquired through business combination (note 3) . . . — — — 52 52Credited (charged) to the combined statement of

profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,827) 1,175 — (6,934) (7,586)Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . 386 302 — 361 1,049

At 31 December 2017 . . . . . . . . . . . . . . . . . . . . . . . . 4,875 5,688 — 5,981 16,544

2016AssetsAt 1 January 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,077 4,151 — 12,881 23,109Acquired through business combination (note 3) . . . — — — 171 171Credited to the combined statement of profit or

loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271 135 — 984 1,390Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . (32) (75) — (1,534) (1,641)

At 31 December 2016 . . . . . . . . . . . . . . . . . . . . . . . . 6,316 4,211 — 12,502 23,029

173

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

15 DEFERRED TAX ASSETS AND LIABILITIES continued

Property andequipment

Intangibleassets Pension

Othertemporarydifferences Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000) USD (‘000)

2018LiabilitiesAt 1 January 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . — (42,657) (271) (9,286) (52,214)Acquired through business combination (note 3)Credited (charged) to the combined statement of

profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,198 — (931) 2,267Other movementsExchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . — 4,148 15 210 4,373

At 31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . — (35,311) (256) (10,007) (45,574)

2017LiabilitiesAt 1 January 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . — (40,994) (124) (7,353) (48,471)Acquired through business combination (note 3) . . . — — — (8) (8)Credited (charged) to the combined statement of

profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,305 — (909) 396Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 2 2Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . — (2,968) (147) (1,018) (4,133)

At 31 December 2017 . . . . . . . . . . . . . . . . . . . . . . . . — (42,657) (271) (9,286) (52,214)

2016LiabilitiesAt 1 January 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . (148) (48,620) (147) (8,888) (57,803)Credited to the combined statement of profit or

loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,978 — 1,102 4,080Charged direct to equity . . . . . . . . . . . . . . . . . . . . . . . — — — (124) (124)Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . 24 (306) 23 185 (74)Disposal of business (note 27) . . . . . . . . . . . . . . . . . . — 5,326 — — 5,326Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 (372) — 372 124

At 31 December 2016 . . . . . . . . . . . . . . . . . . . . . . . . — (40,994) (124) (7,353) (48,471)

Other net temporary differences of USD 896 thousand in 2018 (2017: USD 948 thousand) (2016: USD 7,803thousand) consist primarily of deferred tax assets relating to provisions and accruals of USD 3,582 thousand in2018 (2017: USD 2,979 thousand) (2016: USD 5,821 thousand), less USD 4,478 thousand (2017: USD 3,656thousand) (2016: USD 1,982 thousand) in relation to other temporary differences.

There are unrecognised deferred tax assets comprising USD 65,761 thousand in 2018 (2017: USD 74,210thousand) (2016: USD 56,971 thousand) for unused tax losses and other temporary differences of USD46,826 thousand in 2018 (2017: USD 32,907 thousand) (2016: USD 50,035 thousand).

At 31 December 2018, tax losses which have no time limit are USD 57,317 thousand, USD 128 thousand expirein five years and USD 7,932 thousand expire in 20 years. At 31 December 2017, tax losses which have no timelimit are USD 63,918 thousand, USD 2,438 thousand expiring in five years and USD 7,854 thousand expiring in20 years. At 31 December 2016, tax losses which have no time limit are USD 48,673 thousand, USD3,344 thousand expiring in five years and USD 4,954 thousand expiring in 20 years.

174

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

16 CASH AND CASH EQUIVALENTS

Cash and cash equivalents in the combined statement of cash flows consist of the following combined statementof financial position amounts:

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Cash at bank and in hand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,130,265 1,247,459 1,049,448Term deposits with original maturities of more than three months . . . . . . . . 4,135 616 708

Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,134,400 1,248,075 1,050,156Classified as held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,303 — —Term deposits with original maturities of more than three months . . . . . . . . (4,135) (616) (708)Due to banks (note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (116,327) (188,447) (111,023)

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,016,241 1,059,012 938,425

Included within the bank balances and cash are the following balances:

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Cash held in tills and vaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 492,793 498,815 436,020Customer settlements received in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,688 50,647 10,775Monies received from prepaid card customers whose use is restricted to the

settlement of associated liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 259,029 346,260 310,221Deposits in bank accounts* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,890 352,353 293,140

1,134,400 1,248,075 1,050,156

* These include deposits in bank accounts throughout the Group within certain jurisdictions and, whileavailable to the Group, is subject to regulatory and legal restrictions as to its use.

17 MOVEMENT IN INVESTED CAPITAL

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

Balance as at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 556,108 507,161 653,983ECL recognized under IFRS 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,591) — —

Balance as at 1 January – (adjusted opening as per IFRS 9) . . . . . . . . . . . . . . . 554,517 507,161 653,983

Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38,901) (69,088) (95,671)Other comprehensive loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,466) 17,238 (55,959)

Total comprehensive loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,367) (51,850) (151,630)

Share capital issued* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 — —Advance from shareholders** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,771 97,681 43,647Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (742) 1,900 (1,607)Dividend (note 22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,240) (19,358) (37,232)Acquisition of non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 20,574 —

Balance as at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 473,940 556,108 507,161

* This represents share capital issued in relation to Finablr Ventures Holding Limited during 2018.** This represents advance from shareholders in the books of UX Holdings Limited and Finablr Ventures

Holdings Limited which is interest free and repayable at discretion of the Board of Directors of therespective entities, therefore it is classified as equity.

175

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

18 BORROWINGS

2018 2017 2016

USD (‘000) USD (‘000) USD (‘000)

CurrentTerm loans (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,526 59,999 50,936Obligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 124

81,526 59,999 51,060

Non-currentBorrowings from non-related parties

Term loans (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388,610 363,018 381,489Senior secured notes

8% EUR 360 million due 2022 bond (ii) . . . . . . . . . . . . . . . . . . . . . . . . . . 405,826 422,240 —8% GBP 190.6 million due 2018 bond (iii) . . . . . . . . . . . . . . . . . . . . . . . . — — 233,333Libor plus 6% GBP 148.3 million due 2018 bond (iii) . . . . . . . . . . . . . . . — — 183,050

794,436 785,258 797,872

Borrowings from related partiesLoan notes due 2024 / 2025 (v) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,709 42,323 4,066Other loan notes due 2045 (iv) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128,963 106,034 42,728

174,672 148,357 46,794

OthersObligations under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 124Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 135 124

— 135 248

969,108 933,750 844,914

(i) The maturity of term loans is as follows:

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

CurrentTerm loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83,733 62,326 53,367Deferred facility arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,207) (2,327) (2,431)

81,526 59,999 50,936

Non-currentTerm loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392,571 370,000 390,000Deferred facility arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,961) (6,982) (8,511)

388,610 363,018 381,489

176

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

18 BORROWINGS continued

Term loans comprise of the following:

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

Term loan 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000 10,000 10,009Term loan 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,000 145,000 150,000Term loan 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,670 18,715 18,358Term loan 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 15,000Term loan 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,611 13,611 —Term loan 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,023 — —

Term loan 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285,000 245,000 250,000Less: deferred facility arrangement fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,168) (9,309) (10,942)

Total term loan 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 278,832 235,691 239,058

Total term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470,136 423,017 432,425

Term loan 1

This loan is denominated in USD and bears interest rate at LIBOR plus a margin per annum. The bank loancontains a clause that gives the lender the unconditional right to call the loan at any time. The loan is repayableon 23 March 2019.

Term loan 2

On 31 March 2016, the Group completed the refinancing of its debt by obtaining a new term loan amounting toUSD 150,000 thousand. The new term loan was used to settle loan facilities previously taken by the Group andthe bank overdraft of USD 20,000 thousand which expired on 31 March 2016.

The term loan carries interest at LIBOR plus a margin per annum, and is due to mature on March 2023.Repayments are made on an annual basis with a final bullet payment due at maturity. The term loan is subject tovarious other terms and conditions including financing covenants requiring the Group to maintain, amongstothers, a tangible net worth of not less than USD 109 million. During 2018, the Group made repayment of USD10 million (2017: USD 5 million) (2016: nil).

Term loan 3

During 2016, a short-term facility was obtained from a commercial bank with repayment required in equalinstalments every quarter. The facility is revolving and redrawn at the end of each repayment and carries interestat EIBOR plus a margin.

Term loan 4

During 2016, a short term revolving facility was obtained from a commercial bank with a tenor of one year witha repayment required within six months from utilization. The facility carried interest at LIBOR plus a margin.The facility was completely repaid during 2017.

Term loan 5

During 2017, a short term revolving facility was obtained from a commercial bank with a tenor of 3 months witha bullet repayment required at the end of the tenor. The facility is revolving and redrawn at the end of eachrepayment and carries interest at EIBOR plus a margin per annum, with a minimum threshold rate per annum.

Term loan 6

During 2018, the Group obtained a loan (INR denominated) which bears interest rate at MCLR plus a margin perannum. The loan is repayable in 20 equal quarterly instalments and is due to mature in April 2023.

177

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

18 BORROWINGS continued

Term loan 7

On 31 March 2016, the Group obtained a term loan amounting to USD 250,000 thousand. The proceeds from thenew term loan were transferred to a related party, BRS Ventures & Holdings Limited (see note 25). The termloan carries interest at LIBOR plus a margin per annum, and is due to mature on March 2023. Repayments aremade on an annual basis with final bullet payment due at maturity. The term loan is subject to various otherterms and conditions including financing covenants requiring the Group to maintain, amongst others, a tangiblenet worth of not less than USD 109 million. During 2018, the Group made repayment of USD 10 million (2017:USD 5 million) (2016: nil).

During 2018, the Group obtained an incremental loan of USD 50 million within the same facility. The loancarries interest at LIBOR plus a margin per annum, and is due to mature on March 2023. The loan carries sameterms and conditions as above with bullet repayment due at maturity.

(ii) On 5 May 2017, the Group raised €360 million (USD 387,658 thousand) aggregate principal amount of 8%senior secured notes due 2022. The net proceeds from the offering were used to redeem in full amountsoutstanding under the Group’s existing 8% senior secured notes due 2018 and its floating rate notes due2018, together with unpaid interest and redemption premium on these notes, and to pay commissions, feesand expenses associated with the offering and related transactions. In addition, the existing USD115,146 thousand revolving credit facility due in 2018 was cancelled in its entirety and replaced with a newfacility of USD 115,146 thousand due in 2022.

(iii) The senior secured notes carried interest at 8% and Libor plus 6% respectively. During November andDecember 2016, the Group acquired USD 13,747 thousand of the senior secured notes (comprising USD11,642 thousand 8% senior secured notes due 2018 and USD 2,105 thousand floating rate senior securednotes due 2018).

(iv) Other loan notes include a subordinated loan note repayable in 2045 issued in favour of Dr. B.R. Shetty on4 December 2015 with a contractual annual compound interest rate of 2%, however 9.2% is considered afair market rate of interest applied on similar instruments. Further subordinated loan notes repayable in 2045were issued in favour of Dr. B.R. Shetty, Saeed Mohamed Butti Mohamed Al Qebaisi and Khaleefa ButtiOmair Yousif Al Mauhairi on 14 December 2016, 17 January 2017 and 23 February 2017 with a contractualannual compound interest rate of 10.2%, which is considered to be a fair market rate in the market at thedate of issuance. During 2018, additional subordinated loan notes repayable in 2045 were issued in favourof Dr. Shetty, Saeed Mohamed Butti Mohamed Al Qebaisi and Khaleefa Butti Omair Yousif Al Mauhairiwhich are summarised below:

Date of issue USD ‘000

Coupon rate/fair value

rate

29 June 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 10.2%28 September 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 10.2%31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 10.2%31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,500 13.5%

18,500

(v) Loan notes payable carry interest of 8% and were issued to related parties as consideration for businessesacquired by the Group. The loan notes are due to mature in 2024 and 2025. During 2018, the interest onloan notes amounted to USD 3,386 thousand (2017: USD 2,997 thousand) (2016: nil).

178

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

18 BORROWINGS continued

Except as detailed in the following table, the Directors consider that the carrying amounts of the borrowingsrecognised in the combined historical financial information approximate their fair values, which are classified aslevel 2 under the fair value hierarchy.

2018Book valueUSD (‘000)

2018Fair valueUSD (‘000)

8% € 360 (‘000) bond due 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405,826 354,650

2017Book valueUSD (‘000)

2017Fair valueUSD (‘000)

8% € 360 (‘000) bond due 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422,240 438,219

2016Book valueUSD (‘000)

2016Fair valueUSD (‘000)

8% GBP 190.6 million due 2018 bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233,333 248,319Libor plus 6% GBP 148.3 million due 2018 bond . . . . . . . . . . . . . . . . . . . . . . 183,050 184,537

416,383 432,856

Fair value of current borrowings equals their market price, as the impact of discounting is insignificant. The fairvalues of the Euro 360 million bond are based on the listed redemption price of EURO 85.7 (USD 98.17) (2017:EURO 101.2 (USD 121.4)) (2016: GBP 100.3 (USD 124.2)).

Travelex has given guarantees and fixed and floating charges and other securities over GBP 367.0 million(equivalent USD 469,540 thousand (2017: USD 496,991 thousand) (2016: USD 454,530 thousand) of its assetsin relation to the debt and overdraft facilities provided by its lenders. In addition, Travelex is subject to financialcovenant ratios involving measures such as net and gross leverage to EBITDA. If the covenants are breached, theamounts outstanding on the revolving credit facility would be reclassified as due on demand.

19 TRADE AND OTHER PAYABLES

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

CurrentTrade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,702 354,409 131,405Loan from related parties (note 25) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,055 — 2,781Prepaid cards awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229,141 256,892 239,897Other tax and social security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,211 19,189 13,252Income tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,436 7,039 24,817Amounts due to related parties (note 25) . . . . . . . . . . . . . . . . . . . . . . . . . 33,753 3,916 11,690Due to exchange houses and other financial institutions . . . . . . . . . . . . . 62,671 145,009 58,895Derivative financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,326 3,115 4,459Amounts due to joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,990 — 743Accruals and deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 247,136 239,175 207,638Other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,382 9,284 11,407

965,803 1,038,028 706,984

Non-currentAdvances from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 612Accruals and deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 768 1,445 255

768 1,445 867

179

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

20 PROVISIONS

Onerouscontracts

USD (‘000)

Employeerelated

provisionsUSD (‘000)

OtherUSD (‘000)

TotalUSD (‘000)

At 1 January 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,542 21,916 5,146 40,604Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (727) (618) (578) (1,923)Charged to combined statement of profit or loss . . . . . . . . . . . . . . — 4,654 933 5,587Written back to combined statement of profit or loss . . . . . . . . . . . (533) (799) — (1,332)Utilised in the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,141) (7,208) (1,791) (15,140)

At 31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,141 17,945 3,710 27,796

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,454 384 896 4,734Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,687 17,561 2,814 23,062

6,141 17,945 3,710 27,796

At 1 January 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,238 17,258 3,468 48,964Acquired through business combination (note 3) . . . . . . . . . . . . . . — 1,031 — 1,031Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,148 753 (82) 1,819Charged to combined statement of profit or loss . . . . . . . . . . . . . . 4,198 8,638 4,875 17,711Written back to combined statement of profit or loss . . . . . . . . . . . (1,760) (542) (1,896) (4,198)Utilised in the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,282) (5,222) (1,219) (24,723)

At 31 December 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,542 21,916 5,146 40,604

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,177 2,708 271 10,156Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,365 19,208 4,875 30,448

13,542 21,916 5,146 40,604

At 1 January 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,244 27,813 8,237 74,294Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,708) (2,649) (649) (5,006)Acquired through business combination (note 3) . . . . . . . . . . . . . . — 372 — 372Charged to combined statement of profit or loss . . . . . . . . . . . . . . 6,936 4,576 495 12,007Written back to combined statement of profit or loss . . . . . . . . . . . (1,982) (867) (3,096) (5,945)Utilised in the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,252) (11,987) (1,519) (26,758)

At 31 December 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,238 17,258 3,468 48,964

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,738 2,477 2,229 19,444Non-current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500 14,781 1,239 29,520

28,238 17,258 3,468 48,964

Onerous contract provisions are in respect of certain airport locations and office building lease contracts.Employee related provisions include provisions in respect of redundancy costs and leave. Other provisionsinclude the individually small provisions in respect of other contractual agreements and legal matters.

Defined benefit obligation

Employee related provisions include USD 10,347 thousand as at 31 December 2018 relating to an unfunded Endof Service Benefit (EOSB) Scheme for the employees of UAE Exchange Centre LLC. The scheme entitles theemployees to a lump sum payment at the time of retirement, resignation or death.

180

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

20 PROVISIONS continued

Defined benefit obligation continued

The following tables summarise the components of net benefit expense recognised in the combined statement ofprofit or loss and the amounts recognised in the combined statement of financial position for the scheme:

2018USD (‘000)

Current service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,758Interest cost on benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 360

2,118

Changes in the present value of the defined benefit obligation:

2018USD (‘000)

At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,722Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,118Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,493)

At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,347

Key assumptions and quantitative sensitivity analyses

The cost of the defined benefit plan and the present value of the obligation are determined using actuarialvaluations. An actuarial valuation involves making various assumptions that may differ from actualdevelopments in the future. These include the determination of the discount rate, future salary increases andmortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefitobligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reportingdate.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate,management considers the interest rates of corporate bonds in currencies consistent with the currencies of thepost-employment benefit obligation with at least an ‘AA’ rating or above, as set by an internationallyacknowledged rating agency, and extrapolated as needed along the yield curve to correspond with the expectedterm of the defined benefit obligation. The underlying bonds are further reviewed for quality. Those havingexcessive credit spreads are excluded from the analysis of bonds on which the discount rate is based, on the basisthat they do not represent high quality corporate bonds.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tablestend to change only at intervals in response to demographic changes. Future salary increases and pensionincreases are based on expected future inflation rates for the respective countries.

The key assumptions and their sensitivity analyses are discussed further below:

2018

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.75%Salary increase rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.25%

181

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

20 PROVISIONS continued

Defined benefit obligation continued

A quantitative sensitivity analysis for significant assumptions and the corresponding impact on defined benefitobligation, as at 31 December 2018 is shown below:

2018USD (‘000)

Discount rate:0.5% increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (663)0.5% decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734

Salary increase rate:0.5% increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7380.5% decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (672)

Defined benefit obligation as of 31 December 2016 and 31 December 2017 is not considered material andtherefore no detailed disclosures have been provided in the combined historical financial information.

21 DUE TO BANKS

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

Outstanding cross-border payments obligations within UAE . . . . . . . . . . . . . . 6,432 6,274 2,540Outstanding cross-border payments obligations outside UAE . . . . . . . . . . . . . 57,291 135,541 43,719Bank overdrafts and other relevant short term bank loans (a) . . . . . . . . . . . . . . 51,964 46,632 64,764

115,687 188,447 111,023Classified as liabilities relating to assets held for sale . . . . . . . . . . . . . . . . . . . . 640 — —

116,327 188,447 111,023

(a) Under the equivalent USD 115,146 thousand revolving credit facility, the Group can draw down up to USD93,396 thousand which will incur interest on utilised amounts at Libor plus 3.5% and the remaining USD21,750 thousand is available to be utilised by guarantees issued on behalf of the Group. As at 31 December2018, the facility has USD 31,985 thousand (2017: USD 33,855 thousand) (2016: nil) drawn down and USD17,400 thousand (2017: USD 21,396 thousand) (2016: USD 26,875 thousand) has been placed asguarantees.

During 2013, the Group entered into an overdraft facility agreement with a limit of USD 20,000 thousandwith a commercial bank. The facility carried interest at LIBOR plus 2.55% and was fully repaid on31 March 2016. Further, during 2016, the Group availed itself of an overdraft facility with a limit of USD10,000 thousand from the same bank. The new facility availed carries similar terms to the facility repaid.

In addition, during 2016, the Group also availed itself of the following overdraft facilities from acommercial bank:

• Short term revolving overdraft with a limit of AED 100,000 thousand to facilitate the Group’s pre-funding to counter parties as part of its day to day trading activities. The facility carried interest atEIBOR plus a margin.

• Foreign exchange limit of AED 50,000 thousand from a commercial bank towards foreign currencytrades.

The above two facilities were fully repaid during 2017.

22 DIVIDEND

Dividends during 2018 amounting to USD 31,240 thousand (2017: USD 19,358 thousand) (2016: USD 37,232thousand) to the equity holders of the Group and USD 53,263 thousand (2017: USD 35,143 thousand) (2016:USD 61,061 thousand) to non-controlling interests have been duly approved.

182

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

23 NON-CONTROLLING INTERESTS

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

Balance as at 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,374 202,267 242,329ECL recognized under IFRS 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,386) — —

Balance as at 1 January – (adjusted opening as per IFRS 9) . . . . . . . . . . . . . . . 189,988 202,267 242,329

Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,637 36,190 17,872Other comprehensive loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,303) 6,757 (11,241)

Total comprehensive loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,334 42,947 6,631

Capital contributed during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 246 60Other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 696 290 2,542Dividend (note 22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,263) (35,143) (61,061)Redemption of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (128) (271) —Acquisition of non-controlling interest (note 3) . . . . . . . . . . . . . . . . . . . . . . . . — (23,505) —Incorporation of business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 1,239Acquisition of businesses (note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,155 5,543 10,527

Balance as at 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158,782 192,374 202,267

Financial information of entities that have material non-controlling interests are provided below:

Portion of equity interest held by non-controlling interests:

2018 2017 2016

UAE Exchange Centre LLC and its subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60% 60% 60%UX Holdings Limited and its subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60% 60% 60%UAE Exchange UK Limited and its subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60% 60% 60%Unimoni Money Transfer Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 30%Travelex Holdings Limited and its subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9% 9% 13.55%

Accumulated balances of non-controlling interest

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

UAE Exchange Centre LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,963 136,084 123,689UX Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,589) (1,322) (5,166)UAE Exchange UK Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,202) 535 —Finablr Ventures Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526 — —Unimoni Money Transfer Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (168)Travelex Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,084 57,077 83,912

158,782 192,374 202,267

Profit (loss) allocated to material non-controlling interests

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

UAE Exchange Centre LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,301 40,084 36,582UX Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,253) 57 (5,318)UAE Exchange UK Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,156) (2,044) —Finablr Ventures Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (629) — —Unimoni Money Transfer Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (218)Travelex Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,374 (1,907) (13,174)

25,637 36,190 17,872

183

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

23 NON-CONTROLLING INTERESTS continued

Other comprehensive income (loss) allocated to material non-controlling interests

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

UAE Exchange Centre LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 89 (55)UX Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,181) 211 (466)UAE Exchange UK Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (582) 2,579 —Travelex Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,540) 3,878 (10,720)

(5,303) 6,757 (11,241)

The summarised financial information of subsidiaries with material non-controlling interests, based on amountsbefore inter-company eliminations, is provided below.

UAE ExchangeCentre LLCUSD (‘000)

UX HoldingsLtd.

USD (‘000)

UAE ExchangeUK LimitedUSD (‘000)

TravelexHoldingsLimited

USD (‘000)

2018Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,758 562,742 128,139 1,670,000Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 393,405 456,542 118,193 2,831,824Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239,353 106,200 9,946 (1,161,824)Profit (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,178 (6,985) (21,926) (149,093)

2017Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 758,004 550,485 104,524 1,800,409Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 523,009 427,531 71,682 2,873,208Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,995 122,954 32,842 (1,072,799)Profit (loss) for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,785 (169) (3,407) (184,826)

2016Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 624,359 378,926 — 1,588,746Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414,358 355,982 — 2,285,279Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210,001 22,944 — (696,533)(Loss) profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . 69,902 (8,748) — (47,913)

184

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Group’s financial instruments classified in the combined historical financial information as at 31 Decembercan be analysed under the following categories:

Financialassets at fairvalue throughprofit or lossUSD (‘000)

Financialassets at

amortised costUSD (‘000)

Financialassets at fairvalue through

OCIUSD (‘000)

OthersUSD (‘000)

2018Financial assetsEquity instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 12,922 —Debt instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 9,340 —Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,629 — — —Reimbursement right and restricted assets . . . . . . . . . . . . . . — — — 495,241Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000 — — —Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,134,400 — —Loan to BRS Ventures & Holdings . . . . . . . . . . . . . . . . . . . . — 330,341 — —Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . — 362,122 — —

31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,629 1,826,863 22,262 495,241

Other financialliabilities at

amortised costUSD (‘000)

Liabilities atfair valuethrough

profit or lossUSD (‘000)

Financial liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,050,634 —Travellers’ cheques awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 499,555 —Prepaid cards awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229,141 —Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,326Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,687 —Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 461,553 —

31 December 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,356,570 3,326

185

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Assets atfair value

through profitor loss

USD (‘000)

Loans andreceivablesUSD (‘000)

Available-for-sale

USD (‘000)Others

USD (‘000)

2017Financial assetsEquity instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 7,042 —Debt instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 10,292 —Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,583 — — —Reimbursement right and restricted assets . . . . . . . . . . . . . . . . . — — — 521,272Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,972 — — —Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,248,075 — —Loan to BRS Ventures & Holdings . . . . . . . . . . . . . . . . . . . . . . . — 317,628 — —Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 426,692 — —

31 December 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,555 1,992,395 17,334 521,272

Other financialliabilities atamortised

costUSD (‘000)

Liabilities atfair valuethrough

profit or lossUSD (‘000)

Financial liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 993,749 —Travellers’ cheques awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 526,990 —Prepaid cards awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256,892 —Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,115Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188,447 —Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 512,618 —

31 December 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,478,696 3,115

186

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Assets atfair value

through profitor loss

USD (‘000)

Loans andreceivablesUSD (‘000)

Available-for-sale

USD (‘000)Others

USD (‘000)

2016Financial assetsEquity instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 4,830 —Debt instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 10,527 —Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,826 — — —Reimbursement right and restricted assets . . . . . . . . . . . . . . . . . — — — 522,435Bank balances and cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,050,156 — —Loan to BRS Ventures & Holdings . . . . . . . . . . . . . . . . . . . . . . . — 266,567 — —Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 268,216 — —

31 December 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,826 1,584,939 15,357 522,435

Other financialliabilities atamortised

costUSD (‘000)

Liabilities atfair valuethrough

profit or lossUSD (‘000)

Financial liabilitiesBorrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 895,974 —Travellers’ cheques awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 527,153 —Prepaid cards awaiting redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239,897 —Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,459Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,023 —Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216,921 —

31 December 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,990,968 4,459

Financial risk management objectives and policies

The main risks arising from the Group’s financial instruments are market risk (including foreign currency andinterest rate), credit risk and liquidity risk. The Boards of the controlled entities approve prudent treasury policiesfor managing each of the risks, as applicable, which are summarised below.

Foreign currency risk

The Group has significant overseas operations conducting business in numerous foreign currencies. As a result, itis subject to foreign exchange exposures arising from the translation of the results and underlying net assets of itsoverseas operations into USD. As the UAE Dirham is pegged to the USD, balances in AED are not considered torepresent significant foreign currency risk. The Group’s combined statement of financial position currencyexposure is primarily managed by matching currency assets with currency borrowings and currency swaptransactions. The largest currency liabilities are created from the sale of travellers’ cheques and cash passports.All such liabilities are hedged either by ensuring investments and/or cash deposits are held in the same currenciesas the liabilities or by forward foreign currency and currency swap transactions. For operational reasons, theGroup decided not to designate forward foreign currency and swap currency contracts in hedge accountingrelationships. Consequently, all changes in fair values of such foreign currency forward contracts are recognisedin the combined statement of profit or loss.

187

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Foreign currency risk continued

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in various currency exchangerates, with all other variables held constant. The impact on the Group’s loss before tax is due to changes in thefair value of monetary assets and liabilities. There is no impact on the Group’s pre-tax equity. The Group’sexposure to foreign currency changes for all other currencies is not material.

2018

Change %againstUSD

Effecton loss

before taxUSD (‘000)

Change %againstUSD

Effecton loss

before taxUSD (‘000)

Indian Rupees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 (2,655) -10 2,655British Pound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 5,563 -10 (5,563)Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 4,610 -10 (4,610)

Change %againstGBP

Effecton loss

before taxUSD (‘000)

Change %againstGBP

Effecton loss

before taxUSD (‘000)

Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 34,071 -10 (41,619)US Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 (2,038) -10 2,550Australian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 1,678 -10 (2,062)

2017

Change %againstUSD

Effecton loss

before taxUSD (‘000)

Change %againstUSD

Effecton loss

before taxUSD (‘000)

Indian Rupees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 (1,675) -10 1,675British Pound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 4,604 -10 (4,604)Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 7,279 -10 (7,279)

Change %againstGBP

Effecton loss

before taxUSD (‘000)

Change %againstGBP

Effecton loss

before taxUSD (‘000)

Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 34,845 -10 (42,429)US Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 1,510 -10 (1,780)Australian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 (1,354) -10 1,625

2016

Change %againstUSD

Effecton loss

before taxUSD (‘000)

Change %againstUSD

Effecton loss

before taxUSD (‘000)

Indian Rupees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 (266) -10 266British Pound . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 468 -10 (468)Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 3,913 -10 (3,913)

Change %againstGBP

Effecton loss

before taxUSD (‘000)

Change %againstGBP

Effecton loss

before taxUSD (‘000)

Euro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 (1,389) -10 1,760US Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 (4,763) -10 5,878Australian Dollar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +10 — -10 124

188

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Interest rate risk

The Group is exposed to interest rate risk on its interest-bearing liabilities. The Group borrows and invests atboth fixed and floating rates of interest and utilises interest rate swaps to manage interest rate exposures whereappropriate. The following table estimates the sensitivity to a reasonably possible change in interest rates onGroup’s statement of income. The sensitivity of the statement of income is the effect of the assumed changes(whether increase or decrease) in interest rates on the profit for one year, based on the floating rate financialassets and financial liabilities, denominated in various currencies, held at 31 December 2018, 31 December 2017and 2016, with all other variables held constant.

Currency AED USD MYR GBP

Assumed change in interest rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.50% 0.50% 0.50% 0.50%

Impact on loss from increase in interest rates:2018 (USD’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211 713 — 1,9192017 (USD’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162 462 12 —2016 (USD’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 842 — 1,239

Impact on loss from decrease in interest rates:2018 (USD’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (211) (713) — (1,919)2017 (USD’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (162) (462) (12) —2016 (USD’000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (250) (842) — (1,239)

There is no direct impact on Group’s equity.

Credit risk

Credit risk arises from cash and cash equivalents, prepayments made in advance on acquisition, currentinvestments, derivative financial instruments, trade receivables and to a lesser extent from other contractualfinancial obligations. The Group’s credit risk is the risk that financial loss arises from the failure of a customer orcounterparty to meet its obligations under a contract.

Current asset investments include money market deposits and structured deposits. The Group maintains a prudentsplit of cash and cash equivalents across a range of market counterparties in order to mitigate counterparty creditrisk. The Group monitors the credit ratings of counterparties regularly and ensures no positions are entered intowith counterparties with long-term credit ratings below A-(Moody’s). The credit risk from other financialcontractual relationships, including other receivables and amounts due from joint ventures and associates, are notconsidered material. The Group’s exposure to credit related losses, in the event of non-payment by customers, isminimal as Group’s policies require new customers to be reviewed for creditworthiness before standard paymentand delivery terms and conditions are entered into. Individual credit terms are set and monitored regularly,payments are made in advance for large shipping orders. The Group limits its credit risk with regard to bankdeposits by only dealing with reputable banks. The maximum exposure to credit risk of these financial assets(disclosed in notes 12, 14 and 16) will not exceed the carrying amount.

Liquidity risk

Liquidity risk is the risk that the Group will be unable to meet its funding requirements. The Group’s policy is tomanage its capital requirements and liquidity through a combination of bank borrowings and other term debt, andcapital markets.

Balances outstanding with key suppliers and under the revolving credit facility fluctuate significantly from day today, primarily due to the levels of physical banknotes required for trading and value of unfulfilled customerorders. This facility is used to provide short-term liquidity to meet operating cash needs. As at 31 December2018, the facility has USD 31,985 thousand drawn down and USD 17,400 thousand has been placed asguarantees. The Group has USD 56,294 thousand (2017: USD 66,627 thousand) (2016: USD 84,590 thousand)undrawn committed borrowing facility available in respect of which all conditions precedent have been met at31 December 2018.

189

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Liquidity risk continued

The daily settlement flows in respect of financial asset and liability, spot and swap contracts require adequateliquidity which is provided through uncommitted intra-day settlement facilities. These facilities are provided by adiversified set of financial institutions with which the Group has a substantial trading history. Global cashmanagement is an important daily activity and the Group operates a policy of centralising surplus cash in order tofacilitate intra-group funding and to minimise external borrowings requirements.

Travellers’ cheques can be encashed at any time following issue, although the encashment profile of travellers’cheques awaiting redemption is not reflective of this contractual maturity date. The encashment profile oftravellers’ cheques awaiting redemption is monitored on a monthly basis to ensure the Group has the liquidity tomeet encashment once made. The Directors estimate that at 31 December 2018, USD 17,016 thousand (2017:USD 16,928 thousand) (2016: USD 16,967 thousand) equivalent of the travellers’ cheques awaiting redemptionwill be encashed within twelve months of the combined statement of financial position date.

The table below summarises the maturity profile of the Group’s financial liabilities at 31 December 2018,31 December 2017 and 31 December 2016 based on contractual maturities and interest rates at the period enddate.

Within1 year

1 year to2 years

2 years to5 years

Over5 years Total

USD ’000 USD ’000 USD ’000 USD ’000 USD ’000

At 31 December 2018Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,541 129,905 427,541 2,259,220 2,944,207Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,687 — — — 115,687Travellers cheques awaiting redemption . . . . . . . . . . . . 499,555 — — — 499,555Prepaid cards awaiting redemption . . . . . . . . . . . . . . . . 229,141 — — — 229,141Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . 464,879 — — — 464,879

Total financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . 1,436,803 129,905 427,541 2,259,220 4,253,469

At 31 December 2017Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,030 81,243 714,385 1,861,531 2,773,189Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188,447 — — — 188,447Travellers cheques awaiting redemption . . . . . . . . . . . . 526,990 — — — 526,990Prepaid cards awaiting redemption . . . . . . . . . . . . . . . . 256,892 — — — 256,892Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . 515,732 — — — 515,732

Total financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . 1,604,091 81,243 714,385 1,861,531 4,261,250

At 31 December 2016Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,625 482,777 161,968 968,896 1,714,266Due to banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,023 — — — 111,023Travellers cheques awaiting redemption . . . . . . . . . . . . 527,153 — — — 527,153Prepaid cards awaiting redemption . . . . . . . . . . . . . . . . 239,897 — — — 239,897Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . 221,378 — — — 221,378

Total financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . 1,200,076 482,777 161,968 968,896 2,813,717

Capital management

The primary objective of the Group’s capital management is to ensure that the Group maintains healthy capitalratios in order to support its business, to maximise shareholder value and to ensure that the Group complies withexternally imposed capital requirements.

The Group manages its capital structure and makes adjustments to it, in light of changes in business conditions.Refer to note 1 and note 2.1 for the recent and ongoing changes in the capital structure of the Group. Investedcapital is measured at USD 473,940 thousand at 31 December 2018 (2017: USD 556,108 thousand) (2016: USD507,161 thousand) (excluding non-controlling interests).

190

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Fair value hierarchy

All financial instruments for which fair value is recognised or disclosed are categorised within the fair valuehierarchy, described as follows based on the lowest level of input that is significant to the fair value measurementas a whole:

Level 1 Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities.

Level 2 Valuation techniques (for which the lowest level input that is significant to the fair value measurementis directly or indirectly observable);

Level 3 Valuation techniques (for which the lowest level of input that is significant to the fair valuemeasurement is unobservable).

For financial instruments that are recognised at fair value on a recurring basis, the Group determines whethertransfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest levelinput that is significant to the fair value measurement as a whole) at the end of each reporting year.

The tables below present the Group’s assets and liabilities that are measured at fair value as at 31 December:

Level 1USD (‘000)

Level 2USD (‘000)

Level 3USD (‘000)

TotalUSD (‘000)

31 December 2018AssetsFinancial assets carried at fair value through OCI . . . . . . . . . . . . . 9,340 — 12,922 22,262Financial assets carried at fair value through profit or loss . . . . . . — — 2,000 2,000Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,629 — 5,629

9,340 5,629 14,922 29,891

LiabilitiesForeign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3,326) — (3,326)

— (3,326) — (3,326)

31 December 2017AssetsAvailable for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,292 — 7,042 17,334Financial assets carried at fair value through profit or loss . . . . . . — — 3,972 3,972Interest rate swap contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 875 — 875Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,708 — 2,708

10,292 3,583 11,014 24,889

LiabilitiesDerivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1,490) — (1,490)Currency swap contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1,625) — (1,625)

— (3,115) — (3,115)

31 December 2016AssetsAvailable for sale investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,527 — 4,830 15,357Interest rate swap contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,854 — 1,854Derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,972 — 2,972

10,527 4,826 4,830 20,183

LiabilitiesDerivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (4,459) — (4,459)

— (4,459) — (4,459)

191

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Fair value hierarchy continued

There were no transfers between levels 1 and 2 during the years 2016, 2017 and 2018.

Reconciliation of recurring fair value measurements categorised within level 3 of the fair value hierarchy:

Equity shares

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,014 4,830 4,743Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,972 —Transfer to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . (1,972) — —Total gains recognised in equity . . . . . . . . . . . . . . . . . 5,863 2,219 135Exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . 17 (7) (48)

At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,922 11,014 4,830

Valuation techniques

Foreign currency forwards and swap contracts

The foreign currency forward contracts are measured based on observable spot exchange rates, the yield curvesof the respective currencies as well as the currency basis spreads between the respective currencies.

Equity share investments

The Group holds convertible ordinary shares (‘B’ shares) in Visa Inc. The fair value of the unquoted ordinaryshares has been determined using conversion rates of 1.6298 (2016 and 2017: 1.6483) per share price ofUSD 131.94 (2017: USD 114.02) (2016: USD 78.02) (‘A’ quoted share price at 31 December 2016, 2017 and2018), discounted at a rate of 13% (2016 and 2017: 46%).

The discount rate is calculated using a put option valuation based on Black Scholes model. The put option is usedas the value of the cost to sell Visa B shares. The inputs used in Black Scholes model include stock price of VisaA shares, strike price, compound risk-free interest rate, number of periods to exercise the put option andannualised volatility. All of the model inputs are observable apart from the number of periods to exercise theoption. This however is not deemed to be a significant input to the fair value calculation.

Sensitivity analysis has been performed to change the assumption of the share price. If the Visa share price wereto change by +/- 5%, the valuation would change by USD 643 thousand (2017: USD 349 thousand) (2016:USD 239 thousand).

192

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

24 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT continued

Offsetting derivative financial assets and liabilities

Net financial asset

Grossamounts ofrecognisedderivativefinancial

assetsUSD (‘000)

Grossamounts ofrecognizedderivativefinancialliabilities

set off in thecombined

statement offinancialposition

USD (‘000)

Net amountsof derivative

financialassets

presented in thecombined

statement offinancialposition

USD (‘000)

31 December 2018Foreign exchange contracts . . . . . . . . . . . . . . . . . . 6,525 (896) 5,629

31 December 2017Foreign exchange contracts . . . . . . . . . . . . . . . . . . 4,063 (1,355) 2,708

31 December 2016Foreign exchange contracts . . . . . . . . . . . . . . . . . . 3,096 (124) 2,972

Net financial liability

Grossamounts ofrecognisedderivativefinancialliabilities

USD (‘000)

Grossamounts ofrecognizedderivativefinancial

assetsset off in the

combinedstatement of

financialposition

USD (‘000)

Net amountsof derivative

financialliabilities

presented in thecombined

statement offinancialposition

USD (‘000)

31 December 2018Foreign exchange contracts . . . . . . . . . . . . . . . . . . (4,222) 896 (3,326)

31 December 2017Foreign exchange contracts . . . . . . . . . . . . . . . . . . (4,469) 1,354 (3,115)

31 December 2016Foreign exchange contracts . . . . . . . . . . . . . . . . . . (4,582) 123 (4,459)

Interest rate swap contracts as of 31 December 2016 and 31 December 2017 are not considered material andtherefore no detailed disclosures have been provided in the combined historical financial information.

25 RELATED PARTY TRANSACTIONS

These represent transactions with related parties i.e. shareholders and senior management of the Group andcompanies of which they are principal owners. Pricing policies and terms of these transactions are approved bythe controlled entities’ managements.

193

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

25 RELATED PARTY TRANSACTIONS continued

Transactions with related parties included in the combined statement of income are as follows:

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

Directors’ remuneration (note 4) . . . . . . . . . . . . . . . . . (3,850) (7,601) (10,028)Other key management compensation* . . . . . . . . . . . . (2,132) (2,480) (3,790)Commission paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,569) (2,050) (2,561)Income from business support services . . . . . . . . . . . . 163 83 290Service charges paid . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,713) (4,115) (6,419)Rent paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (12) —Service charges recovered . . . . . . . . . . . . . . . . . . . . . . 1,793 1,927 5,493

* This represents compensation of members of Executive Committee of Travelex Holdings Limited.

Balances with related parties included in the combined statement of financial position are as follows:

Amounts due from related parties (note 12)Entities under

common controlUSD (‘000)

Other relatedparties

USD (‘000)ShareholdersUSD (‘000)

TotalUSD (‘000)

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,225 29 8,832 24,086

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,982 6,414 9,449 36,845

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,476 — 8,832 45,308

Amounts due to related parties (note 19)Entities under

common controlUSD (‘000)

Other relatedparties

USD (‘000)ShareholdersUSD (‘000)

TotalUSD (‘000)

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,300 865 30,588 33,753

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,916 — — 3,916

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,690 — — 11,690

Loan from related parties (note 19)Entities under

common controlUSD (‘000)

Other relatedparties

USD (‘000)ShareholdersUSD (‘000)

TotalUSD (‘000)

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 5,055 5,055

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,300 1,481 2,781

Loan to BRS Ventures & Holdings Limited

The loan to BRS Ventures & Holdings Limited, a sister company, comprises of principal amount ofUSD 297,461 thousand (2017: USD 297,461 thousand) (2016: USD 257,260 thousand) and accrued interest ofUSD 32,880 thousand (2017: USD 20,167 thousand) (2016: USD 9,307 thousand). The loan carries a variablemarket interest rate plus a margin and is repayable along with the accumulated interest in arrears on 23 March2023. During 2018, interest income on the loan amounting to USD 12,713 thousand (2017: USD 11,206thousand) (2016: USD 9,307 thousand) was recorded in the combined statement of income.

Transactions with joint ventures

Trading balances of USD 2,303 thousand (2017: USD 271 thousand) (2016: USD nil) are owed to the Group byTravelex Qatar Q.S.C. Trading balances of USD 2,303 thousand are owed by the Group to Travelex Malaysia

194

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

25 RELATED PARTY TRANSACTIONS continued

Transactions with joint ventures continued

Sdn BHD Limited ((2017: USD 135 thousand) (2016: 124 thousand) are owed to the Group by TravelexMalaysia Sdn BHD Limited).

There are also net trading balances of USD 383 thousand (2017: USD 677 thousand) (2016: USD 248 thousand)owed to the Group by various joint venture agreements in the United States.

At 31 December 2016, the Group has a loan receivable of USD 1,610 thousand with Travelex Africa ForeignExchange (Propriety) Limited, repayable at the discretion of the Travelex Africa board and bearing no interest.This loan is also repayable if there is an imbalance between amounts owed to shareholders in excess ofZAR 5,000,000 with interest payable at 2% on the outstanding value of the loan.

Borrowings from related parties

Loan notes amounting to USD 45,709 thousand (2017: USD 42,323 thousand) (2016: USD 4,066 thousand)payable carry interest of 8% and were issued to related parties as consideration for businesses acquired by theGroup. The loan notes are due to mature in 2024 and 2025. During 2018, the interest on loan notes amounted toUSD 3,386 thousand (2017: USD 2,997 thousand) (2016: nil). In addition, details of other loan notes due 2045are as follows:

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

Balance outstandingDr. B.R. Shetty . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,705 96,825 39,260Saeed Mohamed Butti Mohamed Al Qebaisi . . . . 5,629 4,604 1,734Khaleefa Butti Omair Yousif Al Mauhairi . . . . . . 5,629 4,604 1,734

128,963 106,033 42,728

Interest chargedDr. B.R. Shetty . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,860 8,352 135Saeed Mohamed Butti Mohamed Al Qebaisi . . . . 533 392 —Khaleefa Butti Omair Yousif Al Mauhairi . . . . . . 533 392 —

10,926 9,136 135

Acquisition of businesses

During the year ended 31 December 2016, the Group acquired following entities from its related parties:

• Travelex Emirates Exchange LLC

• Unimoni Bureau De Change Limited (Previously “UAE Exchange Rwanda BDC Ltd”)

• Unimoni Exchange Services Limited (Previously “UAE Exchange (U) Limited”)

• Xpress Consulting Services Limited

• UAE Exchange Nigeria Limited

• XM Services (Mauritius) Pvt. Limited

• Unimoni Global Business Services Private Limited (Previously “XM Software Solutions Pvt. Limited”)

• XM Services (Australia) Pty Limited

• Xpress Money Services Limited

• Unimoni Limited (Previously “UAE Exchange Canada Inc.”)

During the year ended 31 December 2017, the Group acquired following entities from its related parties:

• Travelex Africa Foreign Exchange Proprietary Limited

195

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

25 RELATED PARTY TRANSACTIONS continued

Acquisition of businesses continued

• Unimoni Pte Limited (Previously “UAE Exchange Fiji Ltd.”)

• Unimoni Bureau De Change (Proprietary) Limited (Previously “XM Services Botswana Bureau De ChangePty Ltd”)

• Unimoni Services Limited (Previously “UAE Exchange Zambia Money Transfer Service Limited”)

• Unimoni Exchange Company WLL (Previously “Kuwait National Exchange WLL”)

• Unimoni Bureau De Change Limited (Previously “UAE Exchange Zambia Bureau De Change Ltd”)

For details relating to acquisitions, please refer note 3.

26 CONTINGENCIES AND COMMITMENTS

BACEN, the local regulator of Travelex’s businesses in Brazil, commenced disciplinary proceedings againstBanco Confidence in December 2017, which Confidence is also defending rigorously and in respect of which itsubmitted a full defence in January 2018. This relates to alleged failures to comply with certain Anti-moneylaundering (AML), Know-your-customer (KYC) and reporting requirements in respect of the period 2013 to2016 involving certain clients of Banco Confidence (FX brokers). No specific amount has been claimed by wayof fine as yet and it is not possible to estimate at this stage what that amount might be. In April 2018 Confidencemade an offer to settle the litigation pursuant to new rules applicable to disciplinary enforcement by BACEN.Even though the matters Banco Confidence is accused of are capable of being settled under this new legislation,BACEN decided in December 2018 not to accept the settlement offer made by Confidence. The litigation willtherefore proceed with evidence currently being collated by Confidence and a preliminary decision likely to bemade by BACEN administrative court later this year. Based on the information available, no material adverseimpact on the financial position of the Group is expected to arise from legal claims as at 31 December 2018 otherthan to the extent already provided; therefore, no additional provision for any claim needs to be made in thiscombined historical financial information.

The Group and its subsidiaries may, from time to time, be parties to legal claims arising in the ordinary course ofbusiness. The Directors do not anticipate that the outcome of any of these proceedings and claims, eitherindividually or in aggregate, will have a material adverse effect on the Group’s financial position.

The Group has following contingencies and commitments as at the end of the reporting period:

2018 2017 2016USD (‘000) USD (‘000) USD (‘000)

Bankers’ letters of guarantee . . . . . . . . . . . . . . . . . . . . 83,563 89,727 84,052

Commitments for future capital expenditure . . . . . . . . 2,011 2,713 1,333

Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 267 387 474

Provision for Global Blue Claim . . . . . . . . . . . . . . . . . — — 1,282

In addition, USD 55,782 thousand (2017: USD 34,803 thousand) (2016: USD 34,803 thousand) of suretyguarantees have been issued to certain states in the US on behalf of the Group.

196

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

26 CONTINGENCIES AND COMMITMENTS continued

Operating lease commitments

As lessee

At the reporting date, the future minimum lease payments under non-cancellable operating leases are as set outbelow:

2018 2017 2016USD (‘000) USD (‘000) USD (‘000)

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199,888 250,606 219,059After one year but not more than five years . . . . . . . . . 267,583 275,573 284,758More than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,101 15,296 20,889

553,572 541,475 524,706

As lessor

2018 2017 2016USD (‘000) USD (‘000) USD (‘000)

Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196 223 204After one year but not more than five years . . . . . . . . . 608 718 757More than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . 325 391 461

1,129 1,332 1,422

27 DISPOSAL OF BUSINESSES AND DISCONTINUED OPERATIONS

Profit from discontinued operations as disclosed in the combined income statement is as follows:

2018 2017 2016USD (‘000) USD (‘000) USD (‘000)

Profit from business held for sale . . . . . . . . . . . . . . . . . — — (914)Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,466 1,696 1,083

Total profit from discontinued operations . . . . . . . . . . 1,466 1,696 169

197

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

27 DISPOSAL OF BUSINESSES AND DISCONTINUED OPERATIONS continued

27.1 DISPOSAL OF SUBSIDIARIES

During 2016, the Group disposed of the following subsidiaries:

Date of disposal . . . . . . . . . . . . . . . . . . . . 1 Apr 2016 16 Nov 2016 24 May 2016

% of ownership disposed . . . . . . . . . . . . . 100% 100% 100%

Entity Name

TravelexOutsourcing

Pty Ltd

TravelexInsurance

ServicesInc.

MoneydartGlobal

ServicesInc. Total

USD (‘000) USD (‘000) USD (‘000) USD (‘000)

Intangible assets . . . . . . . . . . . . . . . . . . . . 19,569 21,055 — 40,624Property and equipment . . . . . . . . . . . . . . 867 372 5,435 6,674Trade and other receivables . . . . . . . . . . . 5,449 1,610 1,208 8,267Cash and cash equivalents . . . . . . . . . . . . 124 4,582 5,759 10,465

Total assets . . . . . . . . . . . . . . . . . . . . . . . . 26,009 27,619 12,402 66,030

Trade and other payables . . . . . . . . . . . . . 3,096 4,211 10,900 18,207Deferred tax . . . . . . . . . . . . . . . . . . . . . . . 5,326 — — 5,326

Total liabilities . . . . . . . . . . . . . . . . . . . . . 8,422 4,211 10,900 23,533

Net assets . . . . . . . . . . . . . . . . . . . . . . . . . 17,587 23,408 1,502 42,497

Consideration . . . . . . . . . . . . . . . . . . . . . . 42,115 105,630 8,842 156,587Less: goodwill . . . . . . . . . . . . . . . . . . . . . (2,602) (19,691) — (22,293)

Gain on disposal . . . . . . . . . . . . . . . . . . . . 21,926 62,531 7,340 91,797Cumulative translation gain realised on

disposal . . . . . . . . . . . . . . . . . . . . . . . . 677 3,925 — 4,602

Net gain on disposal after cumulativetranslation gain . . . . . . . . . . . . . . . . . . . 22,603 66,456 7,340 96,399

Analysis of consideration:Cash received . . . . . . . . . . . . . . . . . . 42,115 105,630 — 147,745Loan notes . . . . . . . . . . . . . . . . . . . . — — 8,842 8,842

42,115 105,630 8,842 156,587

Net cash flow on disposal:Cash received . . . . . . . . . . . . . . . . . . 42,115 105,630 — 147,745Cash disposed . . . . . . . . . . . . . . . . . (124) (4,582) (5,759) (10,465)

41,991 101,048 (5,759) 137,280

During 2017, the Group received additional consideration of USD 2,480 thousand related to the sale of TravelexInsurance Inc. as a result of the purchaser’s decision to undertake a joint tax election with Travelex, partiallyoffset by costs of USD 653 thousand relating to the sale of Travelex Insurance Services Inc. resulting in a netgain and cash inflow of USD 1,827 thousand.

198

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

27 DISPOSAL OF BUSINESSES AND DISCONTINUED OPERATIONS continued

27.1 DISPOSAL OF SUBSIDIARIES continued

During 2018, the Group disposed of UAE Exchange Malaysia Sdn. Bhd. and transferred its shareholding toTravelex Malaysia SDN. BHD (70% owned joint venture of Travelex Holdings Limited) on 31 July 2018.Following are the details as of date of disposal.

Date of disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 July 2018% of ownership disposed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%

Entity name

UAE ExchangeMalaysiaSdn. Bhd

USD (‘000)

Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 239Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 654Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 977

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,870

Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636

Net assets disposed of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,234Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

Loss on disposal, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,234

Ownership in Travelex Malaysia SDN. BHD . . . . . . . . . . . . . . . . . . . . . . . . . 70%

Amount recorded as investment in joint venture (note 11) . . . . . . . . . . . . . . . 864Loss on disposal recorded in combined statement of profit or loss (note 5) . . 370

1,234

27.2 DISCONTINUED OPERATIONS

On 27 July 2018, Travelex Holdings Limited signed an agreement to sell 100% of it’s shareholding in AfricaForeign Exchange Proprietary Limited (TVXA) to Tourvest Financial Services Proprietary Limited (TFS). Thesale was agreed in exchange for 25% of shareholding in the enlarged TFS and Travelex branded franchise feewaiver for TFS for the duration of 14 years and 5 months. TVXA met the IFRS 5 conditions for being classifiedas “held for sale” as at December 2018. The sale was completed post year end on 1 January 2019.

Fair valueUSD (‘000)

Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,047Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 768Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 639Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,303

Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,757

Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,535Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 640

Liabilities relating to assets held for sale . . . . . . . . . . . . . . . . 2,175

Net assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,582

28 SEGMENT REPORTING

For management purposes, the Group is organised into business units based on its products and services and hasthree reportable segments, as follows:

• Cross-Border Payments & Consumer Solutions segment is primarily composed of the Group’s cross-borderpayments services that it provides through a variety of its own brands as well as third-party brands. The

199

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

28 SEGMENT REPORTING continued

Group also provides an ecosystem of consumer solutions comprising payroll processing, mobile wallets, billpayments, digital gifting and consumer advances.

• Consumer Foreign Exchange Solutions – this comprises the Group’s purchase and sale of foreign currency,the sale of prepaid travel cards and the provision of VAT refund services through various brands.

• B2B & Payments Technology Solutions segment – through this segment, the Group leverages its platforms,comprising its technology, licensing and distribution capabilities, to allow clients such as banks, financialinstitutions, supermarkets, foreign exchange specialists, mobile wallet operators and payments andtechnology companies, among others, to offer cross-border payments, foreign exchange, mobile wallet,digital gifting, acquiring and banking services.

The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors theoperating results of its business units separately for the purpose of making decisions about resource allocationand performance assessment. The segments disclosed below reflect the business units as monitored by theCODM going forward and are not necessarily reflective of the segments as monitored over the period of thecombined historical financial information. Segment performance is evaluated based on profit or loss beforeallocation of certain costs as shown in the reconciliation of profit table below. The Group’s tangible assets,intangible assets, financing (including finance costs and finance income) and income taxes are not allocated tooperating segments.

Cross-BorderPayments &ConsumerSolutions

USD (‘000)

ConsumerForeign

ExchangeSolutions

USD (‘000)

B2B &Payments

TechnologySolutions

USD (‘000)

Totalsegments

USD (‘000)AdjustmentsUSD (‘000)

CombinedUSD (‘000)

Year ended 31 December 2018RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . 326,701 786,479 278,638 1,391,818 42,784 1,434,602

ExpensesEmployees’ salaries and benefits . . . . . (97,608) (227,050) (69,341) (393,999) (84,785) (478,784)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . (40,673) (322,512) (544) (363,729) (2,762) (366,491)Other expenses . . . . . . . . . . . . . . . . . . . (85,458) (150,596) (103,721) (339,775) (253,981) (593,756)

Segment profit (loss) . . . . . . . . . . . . . . 102,962 86,321 105,032 294,315 (298,744) (4,429)

Year ended 31 December 2017RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . 297,546 756,569 251,004 1,305,119 40,232 1,345,351

ExpensesEmployees’ salaries and benefits . . . . . (93,819) (218,013) (58,638) (370,470) (74,067) (444,537)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . (43,511) (332,207) (300) (376,018) (2,842) (378,860)Other expenses . . . . . . . . . . . . . . . . . . . (70,199) (132,819) (97,238) (300,256) (237,596) (537,852)

Segment profit (loss) . . . . . . . . . . . . . . 90,017 73,530 94,828 258,375 (274,273) (15,898)

Year ended 31 December 2016RevenueIncome . . . . . . . . . . . . . . . . . . . . . . . . . 260,320 737,632 210,373 1,208,325 253,450 1,461,775

ExpensesEmployees’ salaries and benefits . . . . . (84,350) (211,172) (52,306) (347,828) (65,276) (413,104)Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . (39,475) (330,928) (373) (370,776) (2,152) (372,928)Other expenses . . . . . . . . . . . . . . . . . . . (62,908) (133,374) (81,256) (277,538) (450,856) (728,394)

Segment profit (loss) . . . . . . . . . . . . . . 73,587 62,158 76,438 212,183 (264,834) (52,651)

200

NOTES TO THE HISTORICAL FINANCIAL INFORMATION31 December 2018, 2017 and 2016

28 SEGMENT REPORTING continued

All adjustments are part of detailed reconciliations presented further below.

Reconciliation of profit

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

Segment profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294,315 258,375 212,183

Adjustments for unallocated revenues:Finance income (note 7) . . . . . . . . . . . . . . . . . . . . . . 17,019 13,266 68,346Share of profit from joint ventures . . . . . . . . . . . . . . 4,066 3,785 5,143Gain on disposals / acquisitions of businesses . . . . . 3,107 6,305 109,158Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,592 16,876 70,803

42,784 40,232 253,450

Adjustments for unallocated expenses:Central and shared costs . . . . . . . . . . . . . . . . . . . . . . (147,840) (139,417) (183,847)(Provision for) reversal of provision forimpairment

loss (note 9 & 10) . . . . . . . . . . . . . . . . . . . . . . . . . (24,421) 7,161 (196,636)Depreciation and amortisation (note 9 & 10) . . . . . . (86,780) (73,506) (77,793)Finance costs (note 8) . . . . . . . . . . . . . . . . . . . . . . . . (82,487) (108,743) (60,008)

(341,528) (314,505) (518,284)

Loss before tax from continued operations . . . . . . (4,429) (15,898) (52,651)

Geographic information

2018USD (‘000)

2017USD (‘000)

2016USD (‘000)

Revenue:Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,274 28,574 3,349Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181,659 179,263 195,340Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273,771 264,975 245,458Middle East . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 414,043 348,382 285,165UK & Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 528,855 524,157 732,463

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,434,602 1,345,351 1,461,775

The revenue information above is based on the locations of the customers.

For revenue recognition purposes, all services provided by the Group are transferred at a point of time.

29 SUBSEQUENT EVENTS

On 1 January 2019, the Group completed the sale of its 100% shareholding in Africa Foreign ExchangeProprietary Limited to Tourvest Financial Services Proprietary Limited (TFS). The proceeds were 25% ofshareholding in the enlarged TFS less Travelex branded franchise fee waiver for TFS for the duration of 14 yearsand 5 months. The overall loss on disposal is expected to be approximately USD 512 thousand.

On 14 February 2019, UX Holdings Limited acquired 37% equity interest in Unimoni Financial Services Limitedfrom Dr. B.R. Shetty for USD 15,103 thousand.

201

PART XI

THE GROUP’S CORPORATE STRUCTURE

Group Structure

The Company is a public limited company established in England and Wales on 26 July 2018. The Companywill, as part of a corporate reorganisation, become the direct sole shareholder of Finablr Limited, a companyestablished in the ADGM and which is the ultimate direct and indirect owner of all of the Group Companies(other than the Company). Further details of this reorganisation are set out in Part XII: “Additional Information –Reorganisation”.

In addition, prior to the to the date of this Registration Document the Group has reorganised its corporatestructure in order to, among other things, comply with the UAE Companies Law and the UAE Central BankExchange Business Rules, which are described in more detail below.

The structure chart below provides a simplified illustration of certain aspects of the Group’s legal structureimmediately following the reorganisation referred to above:

Finablr PLC(UK)

Finablr Limited(ADGM)

UAE ExchangeCentre LLC

(UAE)

Trustee arrangement:

* One share in United Global Holdings LLC held by United Global Holdings Limited as nominee on behalf of United Global Limited

UX HoldingsLimited(DIFC)

United GlobalHoldings Limited

(ADGM)

CenturionShareholders

United GlobalLimited (ADGM)

United GlobalHoldings LLC

(UAE)

Other GroupCompanies

Other GroupCompanies

100%

100% 100%

100%

99.9% 0.1%*

40% 60%

UAE Ownership Requirement

The UAE Companies Law provides that “every company incorporated in the state must have one or morenational partners whose shares in the company’s capital must not be less than 51 per cent. of the company’scapital”. Furthermore, a UAE-incorporated company that carries out an “exchange business” as defined under theUAE Central Bank Exchange Business Rules is subject to an additional requirement that at least 60 per cent. ofits share capital must be registered in the name of one or more UAE nationals or entities wholly owned byUAE nationals.

The UAE Ownership Requirement applies to UAE Exchange Centre LLC, the Group’s principal operatingcompany in the UAE, as it carries out a business involving foreign currency exchange (i.e. buying and sellingforeign currencies from/to customers who are physically present in the UAE and executing remittance operationsin local and foreign currencies) as per Article 1.1 (c).1 of the Regulations and Article 1.2.1 of the Standards.UAE Exchange Centre LLC represented 20.7 per cent. of the Group’s income for the year ended 31 December2018.

202

Because of the UAE Ownership Requirement, the Group is only entitled to hold a 40 per cent. interest in thelegal capital of UAE Exchange Centre LLC directly. This 40 per cent. interest is held by UX Holdings Limited (acompany established in the Dubai International Finance Centre), one of the principal holding companies of theGroup.

The Group intends to undertake a reorganisation of its corporate structure that will result in the remaining 60 percent. interest in the legal capital of UAE Exchange Centre LLC that is not held directly or indirectly by a GroupCompany being held through a set of trustee and nominee arrangements which, notwithstanding the applicationof the UAE Ownership Requirement, provide the Group with the beneficial interest in the 60 Per Cent. Interest inUAE Exchange Centre LLC. These arrangements are described here in further detail.

As a result of this reorganisation, the 60 Per Cent. Interest in UAE Exchange Centre LLC that is subject to theUAE Ownership Requirement will be legally owned by United Global Holdings LLC, a limited liabilitycompany incorporated in the UAE. United Global Holdings LLC will be 99.9 per cent. legally owned by UnitedGlobal Limited, which in turn will be 100 per cent. legally owned by the Trustee. The remaining 0.1 per cent.interest in the legal capital of United Global Holdings LLC will be legally owned by the Trustee in order tosatisfy the UAE Companies Law requirement for United Global Holdings LLC to have at least two shareholders.

The Trustee is a company established in the ADGM owned equally by two Emirati shareholders, His ExcellencySaeed Mohamed Butti Mohamed Al Qebaisi and Khaleefa Butti Omair Yousif Al Muhairi. The CenturionShareholders are prominent individuals in the UAE (for further information on their shareholding in theCompany, see Part XII: “Additional Information – 8 Interests of Significant Shareholders”).

Pursuant to a trust deed between the Trustee, UX Holdings Limited and the Centurion Shareholders dated12 December 2018 (the “Trust Deed”), a trust has been declared by the Trustee over the entire issued sharecapital of United Global Limited in favour of UX Holdings Limited, a Group Company. The key provisions ofthe Trust Deed are described in further detail below.

In addition, pursuant to a nominee agreement between the Trustee and United Global Limited dated 12 December2018 (the “Nominee Agreement”), the 0.1 per cent. interest in the legal capital of United Global Holdings LLC isheld by the Trustee as nominee on behalf of United Global Limited.

As a result of the Trust Deed and Nominee Agreement, UX Holdings Limited will hold an indirect beneficialinterest in the 60 Per Cent. Interest in UAE Exchange Centre LLC.

The Company is aware that, where similar corporate structures involving trustee or nominee arrangements havebeen adopted by foreign-owned companies operating in the UAE, the trustee or nominee services have beenprovided by a professional provider of such services. However, this is not an approach that is available to theGroup. As UAE Exchange Centre LLC operates a business that is licensed by the UAE Central Bank, it isnecessary that the ultimate owners of the 60 Per Cent. Interest in UAE Exchange Centre LLC have relevantexperience in an “exchange business” (as defined under the UAE Central Bank Exchange Business Rules). Thisis a requirement of the UAE Central Bank for the grant and maintenance of the relevant licence(s) to UAEExchange Centre LLC. Any change in ownership or ownership structure as envisaged also requires obtaining theprior approval of the UAE Central Bank. The Centurion Shareholders meet the requirements of the UAE CentralBank in this regard, whereas a professional provider of trustee or nominee services would not. A Letter of NoObjection from the UAE Central Bank dated 4 April 2019 has been obtained confirming the CenturionShareholders meet such requirements.

This ownership structure, which includes companies incorporated in the ADGM (as opposed to companiesincorporated in mainland UAE), will satisfy the UAE Ownership Requirement so long as the entire, ultimatelegal ownership of the Trustee and United Global Limited (being the companies incorporated in the ADGM) isheld by UAE nationals. The ultimate ownership of such companies is legally owned in its entirety by theCenturion Shareholders at present, and the UAE Ownership Requirement is therefore satisfied.

Although the specific nature of corporate structures may vary, the Company believes that a significant proportionof foreign-owned companies operating in the UAE generally, and in Abu Dhabi in particular, use arrangementssuch as those described herein to comply with the UAE Ownership Requirement. Furthermore, the Companybelieves that these structures have been central to fostering the significant level of foreign private investment inthe UAE in recent years. To date, the Company is not aware of any instance where the Government of the UAEor any Emirate thereof has unilaterally challenged any arrangements equivalent to those described above as beingcontrary to UAE law.

203

While the Company believes that its corporate structure should help to minimise any risks associated with theUAE Ownership Requirement, there can be no assurance that this will be the case. There could be a number ofadverse implications for us if these arrangements were to be successfully challenged. For a discussion of suchadverse implications, see Part I: “Risk Factors – Risks Related to Our Corporate Structure – The majorityownership interest of the Group’s UAE operations is held through trustee and nominee arrangements, which arein line with established market practice in the UAE but may be challenged under existing UAE legislation”.

Trust Deed

The key provisions of the Trust Deed are as follows:

• the agreement of the Trustee to hold the shares in United Global Limited upon bare trust for UX HoldingsLimited as beneficiary;

• the agreement of the Trustee to promptly transfer to UX Holdings Limited as beneficiary all dividends,distributions, bonuses and any other benefits accrued or accruing on the shares in United Global Limited atany time while the Trustee is a shareholder of United Global Limited;

• the agreement of the Trustee to exercise all voting rights and any other rights attaching to the shares it holdsin United Global Limited at the express direction or approval of UX Holdings Limited as beneficiary;

• the agreement of the Trustee to provide UX Holdings Limited as beneficiary with a proxy or power ofattorney to: (i) attend and vote at shareholder meetings of United Global Limited; and (ii) exercise anyrights attaching to, or deriving from, such shares including, for the avoidance of doubt, the right to sell, dealin, transfer, mortgage, charge or otherwise dispose of all or any of the shares in United Global Limited;

• the agreement of the Trustee not to sell, transfer or otherwise dispose of or deal with any interest in or anyright attaching to the shares in United Global Limited;

• the agreement of the Centurion Shareholders not to: (i) permit the shareholding structure of the Trustee orUnited Global Limited to change in a manner which would cause any violation of the minimumshareholding requirement applicable to nationals of, or entities established in, the UAE under the laws of theUAE at that time; (ii) pass a resolution to adopt new constitutional documents of the Trustee or UnitedGlobal Limited; and (iii) sell, transfer or otherwise dispose of any interest in or any right attaching to theirdirect or indirect shareholding in the Trustee or United Global Limited; and

• customary terms regulating the relationships between the Trustee, UX Holdings Limited as beneficiary andthe Centurion Shareholders (including, but not limited to, renewal of the term of the Trust Deed,confidentiality and other basic terms).

The Trust Deed is governed by the laws of the ADGM. The Company has been advised by local legal counselthat the laws of the ADGM, so far as they concern the law of trusts, follow English law concepts concerning thelaw of trusts. Further, according to the Trust (Special Provisions) Regulations 2016 issued and in force in theADGM explicitly recognises trust arrangements and a valid trust established under ADGM law may not beinvalidated by application of any foreign law (i.e. any law other than ADGM law). Further, according to otherregulations issued and in force in the ADGM, the common law of England (including the principals and rules ofequity) applies and has legal force in, and forms part of the law of, the ADGM. Furthermore, certain statutoryacts of the law of England (including several trust-related statutory acts) are explicitly included by reference inADGM law, subject to certain conditions and minor modifications.

Power of attorney and other protections

Pursuant to the Trust Deed, the Trustee has provided UX Holdings Limited as beneficiary with a power ofattorney to give UX Holdings Limited an additional layer of protection and control over the shares in UnitedGlobal Limited held by the Trustee. The power of attorney includes UX Holdings Limited being granted thepower to:

• transfer such shares to any third party (and sign any necessary documents in front of the notary public or anyother government authority);

• vote and exercise any right attaching to such shares; and

• receive dividends and any other benefits relating to such shares on behalf of the Trustee.

204

A similar power of attorney has been given by the Trustee in favour of UX Holdings Limited under the NomineeAgreement in respect of the 0.1 per cent. interest in the legal capital in United Global Holdings LLC that theTrustee holds as nominee for UX Holdings Limited.

In addition, pursuant to a purpose trust deed between the Trustee, UX Holdings Limited and the CenturionShareholders dated 12 December 2018, a purpose trust has been declared by the Centurion Shareholders over theentire issued share capital of the Trustee in favour of UX Holdings Limited as beneficiary. The stated purpose ofthis purpose trust is to maintain and retain ownership and control of the Trustee by the Centurion Shareholders inorder that the arrangements established under the Trust Deed are retained and maintained. This provides a furtherlayer of protection to UX Holdings Limited.

Constitutional documents

In order to protect the Group’s rights under the trustee and nominee arrangements described above, theconstitutional documents of UAE Exchange Centre LLC provide, among other things, that:

• UX Holdings Limited has the sole right to manage UAE Exchange Centre LLC, and all operationaldecision-making power is vested exclusively with UX Holdings Limited;

• UX Holdings Limited has the sole right to replace the directors and management of UAE Exchange CentreLLC and other members of the management team of UAE Exchange Centre LLC;

• votes at the general assembly of shareholders and for shareholder resolutions must be carried by at least75 per cent. of all UAE Exchange Centre LLC shares, including with respect to any changes to theconstitutional documents of UAE Exchange Centre LLC; and

• if the UAE Ownership Requirement is removed or amended under the UAE Companies Law and the UAECentral Bank Exchange Business Rules, United Holdings LLC is required to transfer such number of theshares it holds in UAE Exchange Centre LLC, as then permitted by the UAE Companies Law and the UAECentral Bank Exchange Business Rules, to either UX Holdings Limited or any person nominated by UXHoldings Limited.

The Concealment Law

In connection with the UAE Ownership Requirement, the UAE also adopted the Concealment Law, whichprovides that it is not permissible to allow a non-UAE national, whether by using the name of another individualor through any other method, to practise any economic or professional activity that is not permissible for him topractise in accordance with the law and decrees of the UAE. Therefore, its application to corporate structures,such as ours, was not clear at the time of the law’s adoption. The Concealment Law was scheduled to come intoeffect in November 2007. However, by way of a cabinet resolution, the UAE Federal Government suspended theapplication of the Concealment Law until November 2009 and it was further suspended until September 2011, atwhich time it came into force.

The Company believes, based on legal advice it has received from legal counsel in the UAE, that the relevantGovernmental authorities in the UAE are not currently enforcing the provisions of the Concealment Law, and itis not aware of any instance of any action to enforce or apply the Concealment Law by any Governmentalauthority in the UAE. The Company also believes that it is extremely unlikely that a broad application of theConcealment Law would take place, given that doing so would likely have a severe adverse effect on foreigninvestment in the UAE. However, because the application of the Concealment Law is unknown, there is nocertainty as to the approach that the UAE courts may take in relation to a corporate structure such as ours if theConcealment Law or other similar legislation is applied by the UAE courts.

For a further discussion of the Concealment Law and the potential impact of any Government action, see Part I:“Risk Factors – Risks Related to the Group’s Corporate Structure – The majority ownership interest of theGroup’s UAE operations is held through trustee and nominee arrangements, which are in line with establishedmarket practice in the UAE but may be challenged under existing UAE legislation”.

205

PART XII

ADDITIONAL INFORMATION

1 Responsibility

The Company and the Directors, whose names are set out in Part VII: “Directors, Senior Management andCorporate Governance”, accept responsibility for the information contained in this Registration Document.To the best of the knowledge of the Company and the Directors (each of whom has taken all reasonablecare to ensure that such is the case), the information contained in this Registration Document is inaccordance with the facts and does not omit anything likely to affect the import of such information.

2 Incorporation

2.1 The Company was incorporated and registered in England and Wales on 26 July 2018 as a publiclimited company under the Companies Act 2006 with the name Finablr PLC and with the registerednumber 11485051.

2.2 The Company’s registered office is at 17th floor, The Tower, The Bower, 207 Old Street, LondonEC1V 9NR and its principal place of business is at 7th Floor, Tamouh Tower, Marina Square,Al Reem Island, Abu Dhabi, United Arab Emirates .

2.3 The principal laws and legislation under which the Company operates and the Shares have beencreated are the Companies Act 2006 and regulations made thereunder.

3 Share capital

The share capital history of the Company is as follows:

3.1 The Company was incorporated with an issued share capital of £50,100 consisting of:

3.1.1 100 ordinary shares of nominal value of £1 each, which were subscribed for by theShareholders; and

3.1.2 50,000 redeemable preference shares of nominal value of £1 each, which were subscribed forby the Shareholders.

3.2 The issued and fully paid share capital of the Company as at the date of publication of thisRegistration Document is as follows:

Class of shares Nominal value Number Amount

Ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £1.00 100 £ 100.00Redeemable preference shares . . . . . . . . . . . . . . . . . . . . . . . . . . £1.00 50,000 £50,000.00

3.3 As at 8 April 2019, being the latest practicable date prior to the publication of this document, theCompany did not hold any shares in treasury. There are no present plans to undertake a rights issueor to allot new shares other than in connection with employee share and incentive plans.

3.4 The Company has no convertible securities, exchangeable securities or securities with warrants inissue.

3.5 Save as disclosed in this Registration Document:

3.5.1 no share or loan capital of the Company or any of its subsidiaries has within the periodcovered by the historical financial information set out in this Registration Document (otherthan intra-group issues by wholly-owned subsidiaries) been issued or been agreed to beissued fully or partly paid, either for cash or for a consideration other than cash and no suchissue is now proposed;

3.5.2 there has been no change in the amount of the issued share or loan capital of the Companyand no material change in the amount of the issued share or loan capital of any other memberof the Group (other than intra-group issues by wholly-owned subsidiaries) within three yearsof the date of this document;

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3.5.3 no commissions, discounts, brokerages or other special terms have been granted by theCompany or any of its subsidiaries within the period covered by the historical financialinformation set out in this Registration Document in connection with the issue or sale of anyshare or loan capital of any such company; and

3.5.4 no share or loan capital of the Company or any of its subsidiaries is under option or agreed,conditionally or unconditionally, to be put under option.

4 Group Structure and Planned Reorganisation

The Group is undertaking a reorganisation of its corporate structure to bring all of the companies thatcomprise the Group under the ownership of the Company. These companies are currently held in differentholding structures, all of which are ultimately owned by Dr Bavaguthu Raghuram Shetty, Binay Shetty andthe Centurion Shareholders.

4.1 Current structure

The structure chart below sets out the current holding structure of the companies that comprise the Group:

80%100%**

100%

CenturionShareholders***

UX HoldingsLimited(DIFC)

United GlobalHoldings LLC

(UAE)

60%40%

UAE ExchangeCentre LLC

(UAE)

UAE Exchangegroup

subsidiaries

40% 60%

BRS GlobalInvestments Ltd

(BVI)

100%

Dr BR Shetty &Binay Shetty

UAE ExchangeCentre Co.

Bahrain WLL(Bahrain)

100%

100%

100%

100%**

100%

TravelexHoldings Limited

(UK)

Travelex groupsubsidiaries

UAE Exchange(UK) Limited

(UK)

Banque TravelexS.A.

(France)

Travelex ParisS.A.S.

(France)

Ditto Services(France) SAS

(France)

BRS InvestmentHoldings (UK)

Limited(UK)

40% 60%

100%

100%

UTX HoldingsLimited(Jersey)

BRS Ventures &Holdings Limited

(Jersey)

9% 91%

Dr BR Shetty

49%

Unimoni ExchangeLLC

(Qatar)

* One share in United Global Holdings LLC held by United Global Holdings Limited as nominee on behalf of United Global Limited** Certain subsidiary undertakings of UX Holdings Limited and Travelex Holdings Limited have minority shareholders. Please refer to Part X—“Historical Financial Information”*** Centurion Shareholders hold their shareholdings in United Global Holdings LLC through Infinite Investment LLC and Centurion Investments

4.2 New structure

The Reorganisation will result in the transfer to Finablr Limited (a company established in the Abu DhabiGlobal Market Financial Free Zone) of the entire issued share capital of each of the following companies:

• Travelex Holdings Limited;

• UAE Exchange UK Limited;

• UX Holdings Limited.

These three companies are the main holding companies of the Group. Each has a number of subsidiariesand subsidiary undertakings that will become indirectly-owned by Finablr Limited as a result of thetransfer of the entire issued share capital of these three companies.

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The structure chart below sets out the structure of the Group after the Reorganisation:

100%

100%

100% 100%**

100% 100%

100%

100%

UAE Exchange group subsidiaries

Trustee arrangement:

* One share in United Global Holdings LLC held by United Global Holdings Limited as nominee on behalf of United Global Limited** Certain subsidiary undertakings of UX Holdings Limited and Travelex Holdings Limited have minority shareholders. Please refer to Part X—“Historical Financial Information”

100%

0.1%*

100%

Centurion Shareholders

United Global Holdings Limited

(ADGM)

99.9%

United Global Limited (ADGM)

Finablr PLC (UK)

UX Holdings Limited(DIFC)

Finablr Limited (ADGM)

United Global Holdings LLC

(UAE)

60%40%

UAE Exchange Centre LLC

(UAE)

Travelex Holdings Limited

(UK)

Travelex group subsidiaries

UAE Exchange (UK) Limited

(UK)

Banque Travelex S.A.

(France)

Travelex Paris S.A.S.

(France)

Ditto Services (France) SAS

(France)

UAE Exchange Centre Co.

Bahrain WLL(Bahrain)

Post reorganisation

100%**

4.3 Reorganisation Agreements

To implement the Reorganisation, the following implementation agreements have been entered intobetween, among others, Finablr Limited and the current shareholders of those companies listed above,pursuant to which shares in the companies listed above, together with 40 per cent. of the issued sharecapital of UAE Exchange Centre LLC, will transfer as follows:

• an implementation agreement between Finablr Limited, UTX Holdings Limited, BRS Ventures &Holdings Limited and the Shareholders for the transfer of the entire issued share capital of TravelexHoldings Limited to Finablr Limited dated 16 August 2018 (as amended from time to time);

• an implementation agreement between Finablr Limited, United Global Holdings LLC, BRS GlobalInvestments Limited, UX Investment Holdings Limited, Dr Bavaguthu Raghuram Shetty and theCenturion Shareholders for the transfer of the entire issued share capital of UX Holdings Limited toFinablr Limited dated 16 August 2018 (as amended from time to time);

• an implementation agreement between Finablr Limited, United Global Holdings LLC, BRS InvestmentHoldings (UK) Limited, UX Investment Holdings Limited, Dr Bavaguthu Raghuram Shetty and theCenturion Shareholders for the transfer of the entire issued share capital of UAE Exchange (UK)Limited to Finablr Limited dated 16 August 2018 (as amended from time to time); and

• an implementation agreement between Finablr Limited, BRS Global Investments Limited, UXHoldings Limited and Dr Bavaguthu Raghuram Shetty for the transfer of 40 per cent. of the issuedshare capital of UAE Exchange Centre LLC to UX Holdings Limited (a Group Company) dated 16August 2018 (as amended from time to time).

The Reorganisation also involves the transfer of the entire issued share capital of United Global HoldingsLLC to United Global Limited (save for one share in the capital of United Global Holdings LLC whichwill be legal owned by the Trustee). This transfer will result in the 60 per cent. interest in UAE ExchangeCentre LLC being held through the trustee and nominee arrangements as more fully described in Part XI“The Group’s Corporate Structure”. It will take place pursuant to an implementation agreement between

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the Centurion Shareholders, Infinite Investment LLC, Centurion Investments, the Trustee, United GlobalLimited, Dr Bavaguthu Raghuram Shetty, United Global Holdings LLC, UX Holdings Limited and UXInvestment Holdings Limited dated 16 August 2018 (as amended from time to time).

4.4 Reorganisation Steps

The key Reorganisation steps will be as follows:

• UTX Holdings Limited transfers the entire issued share capital of Travelex Holdings Limited to FinablrLimited.

• BRS Global Investments Limited transfers ordinary shares in UX Holdings Limited representing 40 percent. of the issued share capital of UX Holdings Limited to Finablr Limited.

• United Global Holdings LLC transfers ordinary shares in UX Holdings Limited representing 60 percent. of the issued share capital of UX Holdings Limited to Finablr Limited.

• BRS Investment Holdings (UK) Limited transfers ordinary shares in UAE Exchange (UK) Limitedrepresenting 40 per cent. of the issued share capital of UAE Exchange (UK) Limited to FinablrLimited.

• United Global Holdings LLC transfers ordinary shares in UAE Exchange (UK) Limited representing60 per cent. of the issued share capital of UAE Exchange (UK) Limited to Finablr Limited.

• BRS Global Investments Limited transfers a 40% interest in the share capital of UAE Exchange CentreLLC to UX Holdings Limited.

• The Centurion Shareholders transfer the entire issued share capital of United Global Holdings LLC(which holds the 60 Per Cent. Interest in UAE Exchange Centre LLC) to United Global Limited.

These Reorganisation steps will take place in the order set out above. As a result of these steps, FinablrLimited will hold the entire issued share capital of UX Holdings Limited, Travelex Holdings Limited andUAE Exchange (UK) Limited and will have become the new parent company of the Group.

4.5 Transfer of Finablr Limited to the Company

The Company will, following the Reorganisation steps set out above and as the final step of theReorganisation, acquire from the Shareholders the entire issued share capital of Finablr Limited, whichwill have become the parent company of the Group following the share transfers described above.

The consideration for the transfer to the Company of Finablr Limited shall be the issue and allotment bythe Company to the Shareholders of new Shares in the Company. As a result of this transfer, the Companywill directly hold the entire issued share capital of Finablr Limited and will have become the new parentcompany of the Group.

4.6 Elimination of receivables and payables

The implementation agreements described above also provide for the elimination of any receivables(including the loan to BRS Ventures & Holdings Limited in the amount of U.S.$330.3 million) andpayables (including the loans from, and payables due to, certain Shareholders in the aggregate amount ofU.S.$174.7 million) between Group Companies and the current Shareholders of those companies, of whichthe shares are being transferred to Finablr Limited or UX Holdings Limited (as the case may be) as part ofthe Reorganisation and as described above. Following completion of the Reorganisation, there will be nopayables or receivables between the Group Companies and the Shareholders. See Part IX: “Operating andFinancial Review—Key Factors Affecting the Group’s Results of Operations—Shareholder Loans”.

4.7 Reorganisation Timing

It is anticipated that the Reorganisation (save for the final step of the transfer of Finablr Limited describedabove) will take place during April 2019, and that the transfer of Finablr Limited to the Company will takeplace in early May 2019.

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5 Articles of Association

The Company’s objects are not restricted by its Articles. Accordingly, pursuant to Section 31 of theCompanies Act 2006, the Company’s objects are unrestricted.

The Articles contain, among others, provisions to the following effect:

5.1 Shares

5.1.1 Respective rights of different classes of shares

Without prejudice to any rights attached to any existing shares, the Company may issueshares with such rights or restrictions as determined by either the Company by ordinaryresolution or, if the Company passes a resolution to so authorise them, the Directors. TheCompany may also issue shares which are, or are liable to be, redeemed at the option of theCompany or the holder and the Directors may determine the terms, conditions and manner ofredemption of any such shares.

5.1.2 Voting rights

At a general meeting, subject to any special rights or restrictions attached to any class ofshares:

(a) on a show of hands, every member present in person and every duly appointed proxypresent shall have one vote;

(b) on a show of hands, a proxy has one vote for and one vote against the resolution, andone vote against the resolution if the proxy has been duly appointed by more than onemember entitled to vote on the resolution and the proxy has been instructed:

(I) by one or more of those members to vote for the resolution and by one or moreother of those members to vote against it; or

(II) by one or more of those members to vote either for or against the resolution and byone or more other of those members to use his discretion as to how to vote; and

(c) on a poll, every member present in person or by proxy has one vote for every share heldby him.

A proxy shall not be entitled to vote on a show of hands or on a poll where the memberappointing the proxy would not have been entitled to vote on the resolution had he beenpresent in person.

Unless the directors resolve otherwise, no member shall be entitled to vote either personallyor by proxy or to exercise any other right in relation to general meetings if any call or othersum due from him to the Company in respect of that share remains unpaid.

5.1.3 Variation of rights

Whenever the share capital of the Company is divided into different classes of shares, thespecial rights attached to any class may be varied or abrogated either with the written consentof the holders of three-quarters in nominal value of the issued shares of the class (excludingshares held as treasury shares) or with the sanction of a special resolution passed at a separatemeeting of the holders of the shares of the class (but not otherwise), and may be so varied orabrogated either while the Company is a going concern or during or in contemplation of awinding-up.

The special rights attached to any class of shares will not, unless otherwise expresslyprovided by the terms of issue, be deemed to be varied by (a) the creation or issue of furthershares ranking, as regards participation in the profits or assets of the Company, in some or allrespects equally with them but in no respect in priority to them, or (b) the purchase orredemption by the Company of any of its own shares.

5.1.4 Transfer of shares

Transfers of certificated shares must be effected in writing or in any other form acceptable tothe Directors, and signed by or on behalf of the transferor and, if any of the shares are not

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fully paid shares, by or on behalf of the transferee. The transferor shall remain the holder ofthe shares concerned until the name of the transferee is entered in the Register of Members inrespect of those shares. Transfers of uncertificated shares may be effected by means of arelevant system (i.e. CREST) unless the CREST Regulations provide otherwise.

The directors may decline to register any transfer of a certificated share, unless (a) theinstrument of transfer is in respect of only one class of share, (b) the instrument of transfer islodged at the transfer office, duly stamped if required, accompanied by the relevant sharecertificate(s) or other evidence reasonably required by the Directors to show the transferor’sright to make the transfer or, if the instrument of transfer is executed by some other person onthe transferor’s behalf, the authority of that person to do so, and (c) the certificated share isfully paid up.

The Directors may refuse to register an allotment or transfer of shares in favour of more thanfour persons jointly.

5.1.5 Restrictions where notice not complied with

If any person appearing to be interested in shares (within the meaning of Part 22 of theCompanies Act 2006) has been duly served with a notice under Section 793 of theCompanies Act 2006 (which confers upon public companies the power to require informationas to interests in its voting shares) and is in default for a period of 14 days in supplying to theCompany the information required by that notice:

(a) the holder of those shares shall not be entitled to attend or vote (in person or by proxy)at any shareholders’ meeting, unless the Directors otherwise determine; and

(b) the Directors may in their absolute discretion, where those shares represent 0.25 percent. or more of the issued shares of a relevant class, by notice to the holder direct that:

(I) any dividend or part of a dividend (including shares issued in lieu of a dividend) orother money which would otherwise be payable on the shares will be retained bythe Company without any liability for interest; and/or

(II) (with various exceptions set out in the Articles) transfers of the shares will not beregistered.

5.1.6 Forfeiture and lien

If a member fails to pay in full any sum which is due in respect of a share on or before thedue date for payment, then, following notice by the Directors requiring payment of theunpaid amount with any accrued interest and any expenses incurred, such share may beforfeited by a resolution of the directors to that effect (including all dividends declared inrespect of the forfeited share and not actually paid before the forfeiture).

A member whose shares have been forfeited will cease to be a member in respect of theshares, but will remain liable to pay the Company all monies which at the date of forfeiturewere presently payable together with interest. The Directors may in their absolute discretionenforce payment without any allowance for the value of the shares at the time of forfeiture orfor any consideration received on their disposal, or waive payment in whole or part.

The Company shall have a lien on every share that is not fully paid for all monies called orpayable at a fixed time in respect of such share. The Company’s lien over a share takespriority over the rights of any third party and extends to any dividends or other sums payableby the Company in respect of that share. The Directors may waive any lien which has arisenand may resolve that any share shall for some limited period be exempt from such a lien,either wholly or partially.

A share forfeited or surrendered shall become the property of the Company and may be sold,re-allotted or otherwise disposed of either to any person (including the person who was,before such forfeiture or surrender, the holder of that share or entitled to it) on such terms andin such manner as the directors think fit. The Company may deliver an enforcement notice inrespect of any share if a sum in respect of which a lien exists is due and has not been paid.The Company may sell any share in respect of which an enforcement notice, delivered in

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accordance with the Articles, has been given if such notice has not been complied with. Theproceeds of sale shall first be applied towards payment of the amount in respect of the lien tothe extent that amount was due on the date of the enforcement notice, and then on surrenderof the share certificate for cancellation, to the person entitled to the shares immediately priorto the sale.

5.2 General meetings

5.2.1 Annual general meeting

An annual general meeting shall be held in each period of six months beginning with the dayfollowing the Company’s accounting reference date, at such place or places, date and time asmay be decided by the directors.

5.2.2 Convening of general meetings

The Directors may, whenever they think fit, call a general meeting. The Directors arerequired to call a general meeting once the Company has received requests from its membersto do so in accordance with the Companies Act 2006.

5.2.3 Notice of general meetings etc.

Notice of general meetings shall include all information required to be included by theCompanies Act 2006 and shall be given to all members other than those members who arenot entitled to receive such notices from the Company under the provisions of the Articles.The Company may determine that only those persons entered on the Register of Members atthe close of business on a day decided by the Company, such day being no more than 21 daysbefore the day that notice of the meeting is sent, shall be entitled to receive such a notice.

For the purposes of determining which persons are entitled to attend or vote at a meeting, andhow many votes such persons may cast, the Company must specify in the notice of themeeting a time, not more than 48 hours before the time fixed for the meeting, by which aperson must be entered on the Register in order to have the right to attend or vote at themeeting. The Directors may in their discretion resolve that, in calculating such period, noaccount shall be taken of any part of any day that is not a working day (within the meaning ofSection 1173 of the Companies Act 2006).

5.2.4 Quorum

No business other than the appointment of a chairman shall be transacted at any generalmeeting unless a quorum is present at the time when the meeting proceeds to business. Twomembers present in person or by proxy shall be a quorum.

5.2.5 Conditions of admission

The Directors may require attendees to submit to searches or put in place such arrangementsor restrictions as they think fit to ensure the safety and security of attendees at a generalmeeting. Any member, proxy or other person who fails to comply with such arrangements orrestrictions may be refused entry to, or removed from, the general meeting.

The Directors may decide that a general meeting shall be held at two or more locations tofacilitate the organisation and administration of such meeting. A member present in person orby proxy at the designated “satellite” meeting place may be counted in the quorum and mayexercise all rights that they would have been able to exercise if they had been present at theprincipal meeting place. The Directors may make and change from time to time sucharrangements as they shall in their absolute discretion consider appropriate to:

(a) ensure that all members and proxies for members wishing to attend the meeting can doso;

(b) ensure that all persons attending the meeting are able to participate in the business of themeeting and to see and hear anyone else addressing the meeting;

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(c) ensure the safety of persons attending the meeting and the orderly conduct of themeeting; and

(d) restrict the numbers of members and proxies at any one location to such number as cansafely and conveniently be accommodated there.

5.3 Directors

5.3.1 General powers

The Directors shall manage the business and affairs of the Company and may exercise allpowers of the Company other than those that are required by the Companies Act 2006 or bythe Articles to be exercised by the Company at the general meeting.

5.3.2 Number of directors

The Directors shall not be less than two and shall not be subject to any maximum. TheCompany may, by ordinary resolution, from time to time vary the minimum number ofdirectors.

5.3.3 Share qualification

A Director shall not be required to hold any shares of the Company by way of qualification.A Director who is not a member of the Company shall nevertheless be entitled to attend andspeak at general meetings.

5.3.4 Directors’ fees

Directors’ fees are determined by the Directors from time to time except that they may notexceed £5,000,000 per annum in aggregate or such higher amount as may from time to timebe determined by ordinary resolution of the shareholders.

Any Director who holds any executive office (including the office of Chairman or DeputyChairman), or who serves on any committee of the Directors, or who otherwise performsservices which in the opinion of the Directors are outside the scope of the ordinary duties of aDirector, may be paid extra remuneration by way of salary, commission or otherwise or mayreceive such other benefits as the Directors may determine.

5.3.5 Executive directors

The Directors may from time to time appoint one or more of their number to be the holder ofany executive office and may confer upon any director holding an executive office any of thepowers exercisable by them as Directors upon such terms and conditions, and with suchrestrictions, as they think fit. They may from time to time revoke, withdraw, alter or vary allor any of such delegated powers.

5.3.6 Directors’ retirement

Each Director shall retire at the annual general meeting held in the third calendar yearfollowing the year in which he was elected or last re-elected by the Company. In addition,each Director (other than the Chairman and any Director holding an executive office) shallalso be required to retire at each annual general meeting following the ninth anniversary onthe date on which he was elected by the Company. A Director who retires at any annualgeneral meeting shall be eligible for election or re-election unless the Directors resolveotherwise not later than the date of the notice of such annual general meeting.

When a Director retires at an annual general meeting in accordance with the Articles, theCompany may, by ordinary resolution at the meeting, fill the office being vacated byre-electing the retiring Director. In the absence of such a resolution, the retiring Director shallnevertheless be deemed to have been re-elected, except in the cases identified by the Articles.

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5.3.7 Removal of a director by resolution of Company

The Company may, by ordinary resolution of which special notice is given, remove anyDirector before the expiration of his period of office in accordance with the Companies Act2006, and elect another person in place of a Director so removed from office. Such removalmay take place notwithstanding any provision of the Articles or of any agreement betweenthe Company and such Director, but is without prejudice to any claim the Director may havefor damages for breach of any such agreement.

5.3.8 Proceedings of the Board

Subject to the provisions of the Articles, the Directors may meet for the despatch of businessand adjourn and otherwise regulate its proceedings as they think fit.

The quorum necessary for the transaction of business of the Directors may be fixed from timeto time by the Directors and unless so fixed at any other number shall be two. A meeting ofthe Directors at which a quorum is present shall be competent to exercise all powers anddiscretions for the time being exercisable by the Directors.

The Directors may elect from their number a Chairman and a Deputy Chairman (or two ormore Deputy Chairmen) and decide the period for which each is to hold office.

Questions arising at any meeting of the Directors shall be determined by a majority of votes.In the case of an equality of votes, the Chairman of the meeting shall have a second orcasting vote.

5.3.9 Directors’ interests

For the purposes of section 175 of the Companies Act 2006, the Directors shall have thepower to authorise any matter which would or might otherwise constitute or give rise to abreach of the duty of a Director to avoid a situation in which he has, or can have, a direct orindirect interest that conflicts, or possibly may conflict, with the interests of the Company.

Any such authorisation will be effective only if:

(a) the matter in question was proposed in writing for consideration at a meeting of theDirectors, in accordance with the Board’s normal procedures or in such other manner asthe Directors may resolve;

(b) any requirement as to the quorum at the meeting at which the matter is considered is metwithout counting the Director in question or any other interested Director; and

(c) the matter was agreed to without such interested Directors voting or would have beenagreed to if their votes had not been counted.

The Directors may extend any such authorisation to any actual or potential conflict of interestwhich may arise out of the matter so authorised and may (whether at the time of the giving ofthe authorisation or subsequently) make any such authorisation subject to any limits orconditions they expressly impose, but such authorisation is otherwise given to the fullestextent permitted. The Directors may also terminate any such authorisation at any time.

5.3.10 Restrictions on voting

Except as provided below or otherwise permitted in the Articles, a Director may not vote onany resolution in respect of any contract, arrangement or any other proposal in which he, or aperson connected to him, is interested. Any vote of a Director in respect of a matter where heis not entitled to vote shall be disregarded.

Subject to the provisions of the Companies Act 2006, a Director is entitled to vote and becounted in the quorum in respect of any resolution concerning any contract, transaction orarrangement, or any other proposal (inter alia):

(a) in which he has an interest, of which he is not aware, or which cannot reasonably beregarded as likely to give rise to a conflict of interest;

(b) in which he has an interest only by virtue of interests in the Company’s shares,debentures or other securities or otherwise in or through the Company;

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(c) which involves the giving of any security, guarantee or indemnity to the Director or anyother person in respect of obligations incurred by him and guaranteed by the Company(or vice versa);

(d) concerning an offer of securities by the Company or any of its subsidiary undertakingsin which he is or may be entitled to participate as a holder of securities or as anunderwriter or sub-underwriter;

(e) concerning any other body corporate, provided that he and any connected persons do notown or have a beneficial interest in one per cent. or more of any class of share capital ofsuch body corporate, or of the voting rights available to the members of such bodycorporate;

(f) relating to an arrangement for the benefit of employees or former employees which doesnot award him any privilege or benefit not generally awarded to the employees orformer employees to whom such arrangement relates;

(g) concerning the purchase or maintenance of insurance for any liability for the benefit ofDirectors;

(h) concerning the giving of indemnities in favour of the Directors; or

(i) concerning the funding of expenditure by any Director or Directors (i) on defendingcriminal, civil or regulatory proceedings or actions against him or them, (ii) inconnection with an application to the court for relief, (iii) on defending him or them inany regulator investigations, or (iv) incurred doing anything to enable him to avoidincurring such expenditure.

5.3.11 Confidential information

If a Director, otherwise that by virtue of his position as Director, receives information inrespect of which he owes a duty of confidentiality to a person other than the Company, heshall not be required to disclose such information to the Company or otherwise use or applysuch confidential information for the purpose of or in connection with the performance of hisduties as a Director, provided that such an actual or potential conflict of interest arises from apermitted or authorised interest under the Articles. This is without prejudice to any equitableprinciple or rule of law which may excuse or release the Director from disclosing theinformation, in circumstances where disclosure may otherwise be required under the Articles.

5.3.12 Borrowing powers

Subject to the provisions of the Companies Act 2006, the Directors may exercise all thepowers of the Company to borrow money, mortgage or charge all or any part or parts of itsundertaking, property and uncalled capital, and issue debentures and other securities whetheroutright or as collateral security for any debt, liability or obligation of the Company or of anythird party.

5.3.13 Powers of the directors

The Directors may delegate any of their powers or discretions, including those involving thepayment of remuneration or the conferring of any other benefit to the Directors, to suchperson or committee and in such manner as they think fit. Any such person or committeeshall, unless the Directors otherwise resolve, have the power to sub-delegate any of thepowers or discretions delegated to them. The Directors may make regulations in relation tothe proceedings of committees or sub-committees.

The Directors may establish any local boards or appoint managers or agents to manage any ofthe affairs of the Company, either in the United Kingdom or elsewhere, and may:

(a) appoint persons to be members or agents or managers of such local board and fix theirremuneration;

(b) delegate to any local board, manager or agent any of the powers, authorities anddiscretions vested in the Directors, with the power to sub-delegate;

(c) remove any person so appointed, and may annul or vary any such delegation; and

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(d) authorise the members of any local boards, or any of them, to fill any vacancies on suchboards, and to act notwithstanding vacancies.

The Directors may appoint any person or fluctuating body of persons to be the attorney of theCompany with such purposes and with such powers, authorities and discretions and for suchperiods and subject to such conditions as they may think fit.

Any Director may at any time appoint any person (including another Director) to be hisalternate Director and may at any time terminate such appointment.

5.3.14 Directors’ liabilities

So far as may be permitted by the Companies Act 2006, every Director, former director orsecretary of the Company or of an Associated Company (as defined in Section 256 of theCompanies Act 2006) of the Company shall be indemnified by the Company out of its ownfunds against any liability incurred by him in connection with any negligence, default, breachof duty or breach of trust by him or any other liability incurred by him in the execution of hisduties, the exercise of his powers or otherwise in connection with his duties, powers oroffices.

The Directors may also purchase and maintain insurance for or for the benefit of:

(a) any person who is or was a Director or secretary of a Relevant Company (as defined inthe Articles); or

(b) any person who is or was at any time a trustee of any pension fund or employees’ sharescheme in which employees of any Relevant Company are interested,

including insurance against any liability (including all related costs, charges, losses andexpenses) incurred by or attaching to him in relation to his duties, powers or offices inrelation to any Relevant Company, or any such pension fund or employees’ share scheme.

So far as may be permitted by the Companies Act 2006, the Company may provide aRelevant Officer (as defined in the Articles) with defence costs in relation to any criminal orcivil proceedings in connection with any negligence, default, breach of duty or breach of trustby him in relation to the Company or an Associated Company of the Company, or in relationto an application for relief under Section 205(5) of the Companies Act 2006. The Companymay do anything to enable such Relevant Officer to avoid incurring such expenditure.

5.4 Dividends

The Company may, by ordinary resolution, declare final dividends to be paid to its shareholders.However, no dividend shall be declared unless it has been recommended by the Directors and doesnot exceed the amount recommended by the Directors.

If the Directors believe that the profits of the Company justify such payment, they may paydividends on any class of share where the dividend is payable on fixed dates. They may also payinterim dividends on shares of any class in amounts and on dates and periods as they think fit.Provided the Directors act in good faith, they shall not incur any liability to the holders of any sharesfor any loss they may suffer by the payment of dividends on any other class of shares having rightsranking equally with or behind those shares.

Unless the share rights otherwise provide, all dividends shall be declared and paid according to theamounts paid up on the shares on which the dividend is paid, and apportioned and paid pro rataaccording to the amounts paid on the shares during any portion or portions of the period in respect ofwhich the dividend is paid.

Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company untilthey are claimed. Any dividend unclaimed for 12 years from the date on which it was declared orbecame due for payment shall be forfeited and shall revert to the Company.

The Directors may, if authorised by ordinary resolution, offer to ordinary shareholders the right toelect to receive, in lieu of a dividend, an allotment of new ordinary shares credited as fully paid.

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5.5 Failure to supply an address

A shareholder who has no registered address within the United Kingdom and has not supplied to theCompany an address within the United Kingdom for the service of notices will not be entitled toreceive notices from the Company.

5.6 Disclosure of shareholding ownership

The Disclosure Rules and Transparency Rules require a member to notify the Company if the votingrights held by such member (including by way of certain financial instruments) reach, exceed or fallbelow 3 per cent. and each 1 per cent. threshold thereafter up to 100 per cent. Under the DisclosureRules and Transparency Rules, certain voting rights in the Company may be disregarded.

5.7 Changes in capital

The provisions of the Articles governing the conditions under which the Company may alter its sharecapital are no more stringent than the conditions imposed by the Companies Act 2006.

6 Directors and Senior Management

6.1 The Directors and members of Senior Management, their functions within the Company and briefbiographies are set out in Part VII: “Directors, Senior Management and Corporate Governance”.

6.2 The companies and partnerships of which the Directors and members of Senior Management are, orhave been, within the past five years, members of the administrative, management or supervisorybodies or partners (excluding the Company and its subsidiaries and also excluding the subsidiaries ofthe companies listed below) are as follows:

NameCurrent

directorships/partnershipFormer

directorships/partnerships

Dr Bavaguthu RaghuramShetty

BRS Ventures & Holdings Limited NMC Health HoldcoLimited

UTX Holdings Limited Voxdoc BPO PrivateLimited

BRS Global Investments Limited

BRS Holdings Limited

BRS Investment Holdings (UK) Limited

NMC Health PLC

Neo Farma Ltd

Alexandria New Medical Center Co

The Trivandrum Specialists Hospital Ltd

Health-Tech Chhattisgarh Pvt Ltd

BRS Ventures Investment Limited

Neopharma LLC

Bright Riders

BRS Recreations Private Limited

BRS Health and Research InstitutePrivate Limited

AbuDhabi Vegetable Oil Co. LLC

Royal Gourmet LLC

BRS Lifesciences Private limited

NNC Bangalore Waste to Energy PrivateLimited

Neotel Hotels & Resorts Private Limited

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NameCurrent

directorships/partnershipFormer

directorships/partnerships

BR Property Developers Private Limited

BRS Medicity Healthcare and ResearchPrivate Limited

Guardian Healthcare Network IndiaLimited

NMC Healthcare India Private Limited

Omnicare Drugs India Private Limited

Neoaska Pharma Private Limited

Dr. Shetty’s New Medical Centre PrivateLimited

God’s Own Country Health ResortsInternational private limited

BRS Capital Limited

BRS International Holding Limited

Assam Company India Limited

Jordan UAE Exchange LLC Co

Unimoni Financial Services Ltd

Michael Tomalin Love Brand & Co. Limited National Bank of AbuDhabi

Abdul Lateef Jameel Company Ltd

Robert Douglas Dowie Commercial Bank International British Arab CommercialBank Plc

Invest Bank P.S.C. Dubai Properties GroupLLC

Emirates NBD S.A.E.

Julian Wynter Standard Chartered Bank(United Arab Emirates)Limited

Abdulrahman Basaddiq NMC Health PLC CB Financial ServicesLimited

Abu Dhabi National Hotel CompassMiddle East LLC

Binay Shetty BRS Investment Holdings (UK) Limited NMC Health plc

BRS Capital Limited Jordan UAE ExchangeLLC Co.

Kalinga Hospital Limited

Omnicare Drugs India Private Limited

BRS Health and Research InstitutePrivate Limited

BRS Recreations Private Limited

Voxdoc BPO Private Limited

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NameCurrent

directorships/partnershipFormer

directorships/partnerships

Alexandria New Medical Centre

B R Property Developers PrivateLimited

Assam Company India Limited

BRS Ventures Investment Limited

Moneydart Global Services Inc

Xpress Money Services (Canada) Ltd

Unimoni Financial Services Limited

Promoth Manghat Jordan UAE Exchange LLC. Co

BRS Ventures & Holdings Limited

Unimoni Financial Services Limited

Rahul Pai Wacao Marketing LLC

UAE Exchange Bureau De Change(T) Limited

Anthony (Tony) D’Souza FLP Investments LLP

Mehul Desai DeZai, LLC C-SAM, Inc.

Caspo, LLC BoTree LLC

Joovo, Inc. Byneri Inc

Zopus, Inc.

Medici, Inc.

Personal Blackbox

Strong Force

PEaaS, LLC

Rajesh Prabhurajan Al Khalij CommercialBank, Qatar

Nizamuddin Abubekker BRS Investment Holdings 1 Limited

BRS Investment Holdings 2 Limited

BRS Investment Holdings 3 Limited

UX Investment Holdings Limited

Save as set out above, none of the Directors, any member of the Senior Management or theCompany Secretary has any business interests, or performs any activities, outside the Group whichare significant with respect to the Group.

6.3 Dr Bavaguthu Raghuram Shetty is the father of Binay Shetty. There are no other family relationshipsbetween any Directors, between any members of Senior Management or between any Directors andmembers of Senior Management.

6.4 As at the date of this Registration Document, none of the Directors or any member of SeniorManagement has, at any time within the last five years:

6.4.1 had any prior convictions in relation to fraudulent offences;

6.4.2 been declared bankrupt or been the subject of any individual voluntary arrangement;

6.4.3 been associated with any bankruptcies, receiverships or liquidations when acting in thecapacity of a member of the administrative, management or supervisory body or of a seniormanager;

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6.4.4 been subject to any official public incrimination and/or sanction by any statutory orregulatory authority (including designated professional bodies);

6.4.5 been disqualified by a court from acting in the management or conduct of the affairs of anyissuer;

6.4.6 been disqualified by a court from acting as a member of the administrative, management orsupervisory bodies of any issuer;

6.4.7 been a partner or senior manager in a partnership which, while he was a partner or within 12months of his ceasing to be a partner, was put into compulsory liquidation or administrationor which entered into any partnership voluntary arrangement;

6.4.8 owned any assets which have been subject to a receivership or been a partner in a partnershipsubject to a receivership where he was a partner at the time or within the 12 monthspreceding such event; or

6.4.9 been an executive director or senior manager of a company which has been placed inreceivership, compulsory liquidation, creditors’ voluntary liquidation or administration orwhich entered into any company voluntary arrangement or any composition or arrangementwith its creditors generally or any class of creditors, at any time during which he was anexecutive director or senior manager of that company or within 12 months of his ceasing tobe an executive director or senior manager.

6.5 The aggregate remuneration paid and benefits in kind granted to the Directors and senior managersby the Company and its subsidiaries during the financial year ended 31 December 2018 for servicesin all capacities was U.S.$5.2 million.

6.6 The total amount set aside or accrued by the Company or its subsidiaries to provide pension,retirement or similar benefits for the Directors and senior managers for the financial year ended31 December 2018 was nil.

7 Directors’ terms of employment

Binay Shetty

Binay Shetty’s employment with Finablr Limited commenced on 1 January 2019 and will continue untilotherwise terminated. His service agreement (entered into on 28 March 2019) contains terms typical for anexecutive director. Under his service agreement Binay Shetty is entitled to a base salary of AED 2.2million per annum. He is also entitled to other benefits such as life insurance, private health insurance forhimself and his immediate family members, a company car, an annual air ticket allowance and company-provided accommodation or cash allowance as per company policy. He is also entitled to an annual bonusand long term incentive plan as per company policy and if decided by the Board, he may receive otheradditional benefits. Finally, he is entitled to continuity of service and benefits, including gratuity, due fromhis previous service in any Group Company.

Under his service agreement, Binay Shetty’s employment may be terminated by either party providingwritten notice to the other of not less than six months. Finablr Limited has the ability to make a payment inlieu of notice equal to his base salary, plus any accrued annual bonus and benefits for any unexpiredportion of the notice period. If the Company exercises this right, an additional amount equal to six monthsbase salary will also be payable.

For a period of six months from the date of termination of his employment, Binay Shetty cannot engage orbe interested in any business which is in competition with Finablr, this includes any business engaging inan activity relating to the cross-border payments and foreign exchange solutions.

Promoth Manghat

Promoth Manghat’s employment with Finablr Limited commenced on 1 January 2019 and will continueuntil otherwise terminated. His service agreement (entered into on 28 March 2019) contains terms typicalfor an executive director. Under his service agreement Promoth Manghat is entitled to a base salary ofAED 3.2 million per annum. He is also entitled to other benefits such as life insurance, private healthinsurance for himself and his immediate family members, a company car, an annual air ticket allowanceand company-provided accommodation or cash allowance as per company policy. He is also entitled to anannual bonus and long term incentive plan as per company policy and if decided by the Board, he mayreceive other additional benefits. Finally, he is entitled to continuity of service and benefits, includinggratuity, due from his previous service in any Group Company.

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Under his service agreement, Promoth Manghat’s employment may be terminated by either partyproviding written notice to the other of not less than six months. Finablr Limited has the ability to make apayment in lieu of notice equal to his base salary, plus any accrued annual bonus and benefits for anyunexpired portion of the notice period. If the Company exercises this right, an additional amount equal tosix months base salary will also be payable.

For a period of six months from the date of termination of his employment, Promoth Manghat cannotengage or be interested in any business which is in competition with Finablr, this includes any businessengaging in an activity relating to the cross-border payments and foreign exchange solutions.

The total remuneration paid and benefits in kind granted to each of the Directors by the Company and itssubsidiaries during the financial year ended 31 December 2018 for services in all capacities is set outbelow:

Name

AnnualSalary(U.S.$)

Pension andbenefits(U.S.$)

Dr Bavaguthu Raghuram Shetty . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,271 —

Binay Shetty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 581,601 —

Promoth Manghat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 881,993 63,562

The other Directors had not been appointed and did not serve the Group during 2018.

8 Interests of the Directors and Senior Management

The tables below set out the interests of the Directors and Senior Management in the share capital of theCompany (all of which, unless otherwise stated, are beneficial and include the interest of personsconnected with them) as at 31 March 2019.

As at 31 March 2019

Number ofOrdinary

Shares

Percentageof issued

share capital

Name of DirectorDr Bavaguthu Raghuram Shetty(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 87%Michael Tomalin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Robert Douglas Dowie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Julian Wynter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Abdulrahman Basaddiq . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Binay Shetty(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4%Promoth Manghat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%

Notes:(1) Held indirectly via a 96.25% holding in BRS Investment Holdings 1 Limited, an 80% holding in BRS

Investment Holdings 2 Limited, and a 100% holding in BRS Investment Holdings 3 Limited.(2) Held indirectly via a 3.75% holding in BRS Investment Holdings 1 Limited and a 20% holding in BRS

Investment Holdings 2 Limited.

As at 31 March 2019

Number ofOrdinary

Shares

Percentageof issued

share capital

Name of Senior ManagerRahul Pai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Mehul Desai . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Pradeep Kumar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Anthony (Tony) D’Souza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Sudhesh Giriyan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Rajesh Prabhurajan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Nizamuddin Abubekker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%Daryl Norman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0%

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9 Interests of significant Shareholders

In so far as is known to the Directors, the following are the interests (within the meaning of Part 22 of theCompanies Act 2006) which represent, directly or indirectly, 3 per cent. or more of the issued shares in theshare capital of the Company as at the date of this Registration Document:

ShareholdersNumber ofOrdinary

SharesPercentage

of Total

Dr Bavaguthu Raghuram Shetty(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 87%Binay Shetty(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4%His Excellency Saeed Mohamed Butti Mohamed Al Qebaisi(3) . . . . . . . . . . 4.5 4.5%Khaleefa Butti Omair Yousif Al Muhairi(4) . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 4.5%

Notes:(1) Held indirectly via a 96.25% holding in BRS Investment Holdings 1 Limited, an 80% holding in BRS

Investment Holdings 2 Limited, and a 100% holding in BRS Investment Holdings 3 Limited.(2) Held indirectly via a 3.75% holding in BRS Investment Holdings 1 Limited and a 20% holding in BRS

Investment Holdings 2 Limited.(3) Held indirectly through a 50% holding in UX Investment Holdings Limited, which owns 9 shares in the

Company.(4) Held indirectly through a 50% holding in UX Investment Holdings Limited, which owns 9 shares in the

Company.

Save as disclosed above, in so far as is known to the Directors, there is no other person who is, as at thedate of this Registration Document, directly or indirectly, interested in 3 per cent. or more of the issuedshare capital of the Company, or of any other person who can, will or could, directly or indirectly, jointlyor severally, exercise control over the Company. None of the Company’s major shareholders have differentvoting rights attached to the shares they hold in the Company.

10 Employee share plans

UAE Exchange UK Limited (“UAE Exchange UK”) has committed to introduce an incentive plan (the“Ditto Plan”) for the benefit of its employees, officers and consultants/advisors, and those of itssubsidiaries (including Ditto Services S.A.S. and Banque Travelex S.A. in France), and following itsintroduction currently intends to grant Ditto Plan awards to senior executives of Ditto Bank.

Under the Ditto Plan, the intention is that participants will receive awards (either in the form of restrictedshares, nil cost options, or phantom (cash-based) awards) over a new class of shares in UAE Exchange UK.These shares will be non-voting and be subject to certain transfer restrictions, but otherwise will rank paripassu with ordinary shares in UAE Exchange UK in respect of economic rights. Awards under the DittoPlan may be granted up to a limit of 10 per cent. of UAE Exchange UK’s issued share capital, and will veston pre-defined vesting dates, subject to performance conditions and/or continued service.

Where a current or former participant ceases to provide services to UAE Exchange UK or its subsidiaries(including Ditto Services S.A.S. and Banque Travelex S.A. in France), any UAE Exchange UK shares heldby them must immediately be sold to UAE Exchange UK (or as UAE Exchange UK directs).

11 Pensions

The Group currently operates pension schemes and contributes to a number of social security andend-of-service benefit arrangements in different jurisdictions.

Through the operation of these pension schemes and the contributions noted above the Group currentlymeets its statutory obligations regarding pension schemes and end-of-service benefit arrangementsglobally.

The relevant arrangements are defined contribution in nature under which the Group pays fixedcontributions. The Group has no legal or constructive obligations to pay further contributions if therelevant fund does not hold sufficient assets to pay all employees.

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12 Subsidiaries, investments and principal establishments

The Company is the principal operating and holding company of the Group. The principal subsidiaries andsubsidiary undertakings of the Company are as follows:

NameCountry of

Incorporation

% ofownership

interest

UX Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UAE 100UAE Exchange Centre LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UAE 100Xpress Money Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UK 100Banque Travelex SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . France 100Travelex Holdings Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UK 100Travelex Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia 100Travelex Do Brasil Holding Financeira Ltda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil 100Travelex Banknotes Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UK 100Travelex UK Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UK 100Travelex Currency Services Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USA 100

13 Material contracts

The following contracts (not being contracts entered into in the ordinary course of business) have beenentered into by the Company or another member of the Group within the two years immediately precedingthe date of this Registration Document, and are or may be material:

13.1 Bank of America Banknote Supply Agreement

TCS has an exclusive banknote supply agreement in place with Bank of America, N.A. in the UnitedKingdom for its outsourcing “pick-and-pack” business. A third amendment and re-statement of thisagreement was signed on 22 March 2019 and runs until 31 March 2021. This agreement containscertain commitments around the operational and functional separation of the UAE Exchange andTravelex businesses, including annual caps on the volumes of banknotes that can be traded betweenUAE Exchange and Travelex of £550 million in 2019, £600 million in 2020 and £650 million in2021. The agreement also contains a right for either party to terminate for convenience on 6-months’notice, not to be served prior to 30 September 2020. See Part I: “Risk Factors – The Group may notbe able to source U.S. dollar banknotes and other currencies on attractive financing terms or at all”.

Travelex Banknotes Limited and other Travelex entities also have separate non-exclusive wholesalesupply agreements with various local Bank of America group companies that are terminable on 30 or60-days’ notice.

13.2 Group financing arrangements

The Group’s principal financing arrangements consist of:

• the UAE Exchange Facilities Agreement for an aggregate principal amount ofU.S.$400.0 million and AED 183.7 million and with a maturity date of 25 March 2023 (the“UAE Exchange Facilities Agreement”);

• the Notes for an aggregate principal amount of €360.0 million and with a maturity date of15 May 2022; and

• the Revolving Credit Facility Agreement for an aggregate principal amount of £90.0 millionand with a maturity date of 31 January 2022 (the “Revolving Credit Facility Agreement”).

Further details of each of the above are set out below. Apart from the above financing arrangements,the Group has, and from time to time will have, short-term working capital, trade and foreignexchange facilities, which are typically renewed annually.

13.2.1 UAE Exchange Facilities Agreement

UX Holdings Limited and UAE Exchange Centre LLC entered into a facilities agreementwith, among others, National Bank of Fujairah PJSC acting as agent, originally dated25 March 2016, as amended and/or restated from time to time.

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The following facilities are made available under the UAE Exchange Facilities Agreement:in respect of UX Holdings Limited (i) a term loan of U.S.$222.2 million; (ii) a term loan ofAED 102.0 million; and (iii) a term loan of U.S.$50.0 million, and in respect of UAEExchange Centre LLC (i) a term loan of U.S.$127.8 million; and (ii) a term loan of AED81.6 million.

Interest on the UAE Exchange Facilities is calculated at the aggregate of: (i) a margin and(ii) LIBOR (in relation to UAE Exchange Facilities denominated in U.S. dollar) or EIBOR(in relation to UAE Exchange Facilities denominated in AED).

Under the terms of the UAE Exchange Facilities Agreement, the UAE Exchange Group maynot incur financial indebtedness of an amount greater than U.S.$50.0 million unless it isincurred in certain permitted circumstances.

The UAE Exchange Facilities Agreement also contains a negative pledge clause which,subject to certain exceptions, restricts each member of the UAE Exchange Group fromcreating or permitting the creation of any security over its assets. The UAE ExchangeFacilities Agreement contains customary representations and warranties and customaryaffirmative and negative covenants. The negative covenants include the following: merger,change of business, acquisitions, joint ventures, disposals, loans, guarantees, dividends,financial indebtedness, share issue and treasury transactions. Financial covenants, which aretested every six months, include maintaining interest cover, leverage and tangible net worthwithin agreed parameters.

Upon the occurrence of a change of control, all amounts outstanding under the UAEExchange Facilities Agreement become immediately due and payable.

The following events, among others, trigger an event of default under the UAE ExchangeFacilities Agreement: non-payment, misrepresentation, cross-default, insolvency, insolvencyproceedings, creditors’ process, cessation of business, audit qualification and litigation.

The sums owed pursuant to the UAE Exchange Facilities Agreement are secured by means ofsecurity over certain contracts, bank accounts, shares and certain other assets and areguaranteed by certain members of the UAE Exchange Group.

13.2.2 Notes

In May 2017, Travelex Financing plc issued €360.0 million in principal amount of8.0 per cent. senior secured notes due 2022 under the indenture dated 5 May 2017 (the“Indenture”). Interest is payable on the Notes on 15 May and 15 November of each year,beginning on 15 November 2017. The Notes mature on 15 May 2022.

The Notes are guaranteed by Travelex Agency Services Limited, Travelex BanknotesLimited, Travelex Central Services Limited, Travellers Exchange Corporation Limited,Travelex Foreign Coin Services Limited, Travelex Group Limited, Travelex GroupInvestments Limited, Travelex Italia Limited, Travelex Limited, Travelex UK Limited,Travelex Currency Services Limited and Travelex Europe Limited, each of which isorganised under the laws of England and Wales (the “English Guarantors”), as well as TPFinancing 3 Limited, Travelex America Holdings, Inc., Travelex America, Inc., TravelexCurrency Services, Inc., Travelex Australia Holdings Proprietary Limited, Travelex Limited(Australia), Travelex Japan KK, Travelex N.V. and Travelex do Brasil Holding SocietariaLtda (the “Non-English Guarantors”).

The Notes are secured by collateral consisting of (i) substantially all the assets of TravelexFinancing plc and the English Guarantors, including certain shares; certain bank accounts;certain real property; certain intellectual property; and an assignment of (or to the extent notvalidly assigned, a fixed charge over) the rights of Travelex Financing plc under the proceedsloans in respect of the Notes and (ii) an agreement that, subject to certain exceptions, each ofthe Non-English Guarantors that directly owns another guarantor will grant in favour of thesecurity agent, security on a first-priority basis over the shares held by such Non-EnglishGuarantor in any other guarantor.

The Indenture limits, among other things, the ability of TP Financing 3 Limited and itsrestricted subsidiaries to incur or guarantee additional indebtedness and issue certain

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preferred stock; redeem capital stock and make certain investments; make certain otherrestricted payments; create or permit to exist certain liens; transfer, lease or sell certain assetsincluding subsidiary stock; enter into certain transactions with affiliates; effect aconsolidation or merger; and impair the security interest for the benefit of the holders of theNotes. Each of these covenants is subject to a number of significant exceptions andqualifications. In particular, the Indenture limits the ability of TP Financing 3 Limited and itsrestricted subsidiaries to pay dividends, subject to certain exceptions.

At any time prior to 15 May 2020, Travelex Financing plc may redeem the Notes in whole orin part, at its option, at a redemption price equal to 100 per cent. of the principal amount ofsuch Notes plus the applicable “make whole” premium and any accrued and unpaid interest.

At any time and from time to time on or after 15 May 2020, Travelex Financing plc mayredeem the Notes in whole or in part, as its option, at a redemption price equal to thepercentage of the principal amount set forth below plus accrued and unpaid interest:

Period commencing on: Percentage

15 May 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108.000%15 May 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104.000%15 November 2021 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.000%

At any time and from time to time prior to 15 May 2020, Travelex Financing plc may redeemthe Notes (i) with the net cash proceeds received by Travelex Financing plc from certainequity offerings at a redemption price equal to 108 per cent., in an aggregate principalamount for all such redemptions not to exceed 40 per cent. of the aggregate principal amountof the Notes, plus (ii) accrued and unpaid interest to the redemption date, provided that eachsuch redemption occurs within 180 days after the closing of the relevant equity offering andso long as at least 60 per cent. of the original aggregate principal amount of the Notesremains outstanding immediately after each such redemption.

Additionally, Travelex Financing plc may redeem the Notes in whole, but not in part, at aredemption price equal to 100 per cent. of the outstanding principal amount together with anyaccrued interest and additional amounts in the event of certain developments affectingtaxation.

13.2.3 Revolving Credit Facility Agreement

TP Financing 3 Limited and certain of its subsidiaries entered into a £90.0 million supersenior revolving credit facility on 28 April 2017 with, among others, Deutsche Bank AG,London Branch as facility agent and security agent.

The Revolving Credit Facility Agreement may be utilised by any current or future borrowerunder the Revolving Credit Facility Agreement in euros, U.S. dollars, pounds sterling or anyother readily available or agreed currency by drawing of loans or the issue of letters of creditor ancillary facilities. The Revolving Credit Facility Agreement may be used for financing orrefinancing working capital and general corporate purposes of the TP Financing 3 LimitedGroup.

Loans under the Revolving Credit Facility Agreement will initially bear interest at rates perannum equal to LIBOR or, for loans denominated in euro, EURIBOR, plus a margin of3.50 per cent. per annum. The margin is subject to reduction if certain leverage ratios aremet.

A commitment fee is payable on the aggregate undrawn and uncancelled amount of theRevolving Credit Facility Agreement until the end of the availability period for theRevolving Credit Facility Agreement at a rate of 35 per cent. of the applicable margin.

Each loan under the Revolving Credit Facility Agreement will be repaid on the last day of theinterest period relating thereto, subject to a netting mechanism against amounts to be drawnon such date. All outstanding amounts under the Revolving Credit Facility Agreement will berepaid on the termination date.

The Revolving Credit Facility Agreement permits each lender to require the mandatoryprepayment of all amounts due to that lender upon a change of control.

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The Revolving Credit Facility Agreement is secured by the same security as the Notes and isguaranteed by TP Financing 3 Limited and certain of its subsidiaries.

The Revolving Credit Facility Agreement contains certain customary representations andwarranties as well as certain customary affirmative covenants.

The Revolving Credit Facility Agreement also contains certain of the incurrence covenantsand related definitions (with certain adjustments) that are contained in the Indenture. Inaddition, the Revolving Credit Facility Agreement contains a leverage ratio financialcovenant.

The following events, among others, trigger an event of default under the Revolving CreditFacility Agreement: non-payment, misrepresentation, cross-default and insolvency.

13.3 Reorganisation Agreements

The implementation agreements for the Reorganisation are referred to in paragraph 4 above.

14 Related party transactions and other arrangements

Save as described in Note 25 (Related Party Transactions) of Part X: “Historical Financial Information”,there are no related party transactions between the Company and the members of the Group during theperiod covered by the historical financial information.

In addition to the related party transactions set out in Note 25 (Related Party Transactions) of Part X:“Historical Financial Information”, members of the Group have also entered into agreements with relatedparties for the transactions that will result in the Group holding interests in MoneyDart Global ServicesInc., Unimoni Financial Services Limited, Jordan UAE Exchange LLC Co and UAE Exchange Bureau DeChange (T) Ltd. The closings of the transactions contemplated by these agreements remain subject toregulatory approval, and therefore the financial results of these companies have not been reflected in thehistorical financial information contained elsewhere in this Registration Document.

Unimoni Financial Services Limited

UX Holdings Limited (a Group Company) entered into an agreement with Unimoni Financial ServicesLimited (a company incorporated in India) in February 2019 pursuant to which UX Holdings Limited hasagreed to subscribe for its full entitlement of new ordinary shares of Unimoni Financial Services Limited ina rights issue to be conducted by Unimoni Financial Services Limited. The other shareholders in UnimoniFinancial Services Limited have agreed that they will not participate in the rights issue. It is anticipated that,by subscribing for its full entitlement of new ordinary shares of Unimoni Financial Services Limited, UXHoldings Limited will increase its interest in the share capital of Unimoni Financial Services Limited toapproximately 70 per cent. of the total issued share capital of Unimoni Financial Services Limited.

The rights issue to be conducted by Unimoni Financial Services Limited is conditional on receipt of allnecessary approvals from regulators. If the relevant approvals are obtained, the rights issue is expected totake place after Admission. If they are not, the rights issue may not take place.

Jordan UAE Exchange LLC Co

UX Holdings Limited (a Group Company) entered into an agreement with, among others, Dr Shetty duringthe second quarter of 2019 pursuant to which Dr Shetty has agreed to transfer the entire issued share capitalof Jordan UAE Exchange LLC Co (a company incorporated in Jordan) to UX Holdings Limited. Thetransfer of Jordan UAE Exchange LLC Co is conditional on receipt of all necessary approvals fromregulators, some of which have not yet been received. If the relevant approvals are obtained to satisfy theconditions to the transfer, completion of the transfer is expected to take place after Admission. If they arenot, the transfer may not take place.

MoneyDart Global Services Inc.

UAE Exchange International Holding Limited (a Group Company) entered into an agreement with, amongothers, Dr Shetty on 19 December 2018 pursuant to which Dr Shetty has agreed to transfer the entire issuedshare capital of MoneyDart Global Services Inc. (a company incorporated under the laws of the state of

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New York) to UAE Exchange International Holding Limited. The transfer of MoneyDart Global ServicesInc. is conditional on receipt of all necessary approvals from regulators, some of which have not yet beenreceived. If the relevant approvals are obtained to satisfy the conditions to the transfer, completion of theacquisition is expected to take place after Admission. If they are not, the transfer may not take place.

UAE Exchange Bureau De Change (T) Ltd

UAE Exchange Bureau De Change (T) Ltd (a Group Company) has proposed to enter into an agreementwith a company outside the Group owned by the Dr Shetty and the Centurion Shareholders (the “TanzaniaHoldco”), pursuant to which UX Holdings Limited (the Group Company) shall agree to transfer the entireissued share capital of UAE Exchange Bureau De Change (T) Ltd (a company incorporated under the lawsof Tanzania) to the Tanzania Holdco.

Under a separate agreement to be entered into by UX Holdings Limited (a Group Company) and theTanzania Holdco, UX Holdings Limited (the Group Company) shall agree to acquire at a subsequent datethe entire issued share capital of UAE Exchange Bureau De Change (T) Ltd from the Tanzania Holdco. Thetransfer of UAE Exchange Bureau De Change (T) Ltd to UX Holdings Limited (the Group Company) shallbe conditional on receipt of all necessary approvals from regulators. If the approvals are obtained to satisfythe conditions to the transfer, completion of the acquisition is expected to take place after Admission. If theyare not, the transfer may not take place.

Save for the related party transactions set out in Note 26 (Related Party Transactions) of Part X: “HistoricalFinancial Information” and those described above with respect to MoneyDart Global Services Inc., UnimoniFinancial Services Limited, Jordan UAE Exchange LLC Co and UAE Exchange Bureau De Change (T) Ltd,there are no related party transactions that were entered into during the period covered by the historicalfinancial information and during the period from 1 January 2019 to 31 March 2019 (the latest practicabledate prior to the publication of this Registration Document).

15 Litigation

Except as described below, there are no governmental, legal or arbitration proceedings (including any suchproceedings which are pending or threatened of which the Company is aware) during the 12 monthspreceding the date of this Registration Document which may have, or have had in the recent past,significant effects on the Company’s or the Group’s financial position or profitability.

15.1 BACEN commenced a disciplinary proceeding against Confidence in December 2017, whichConfidence is defending vigorously and in respect of which it submitted a full defence in January2018. This matter relates to alleged failures to comply with certain AML, KYC and reportingrequirements in respect of the period 2013 to 2016 involving certain clients of Confidence.Confidence attempted to settle this matter under new legislation which was enacted in November2017, but BACEN decided to proceed with a potential prosecution in December 2018. Confidencehas submitted a reconsideration request as to BACEN’s decision not to progress a settlement. Nospecific amount has been claimed by way of fine as yet and it is not possible to estimate at this stagewhat that amount might be.

15.2 In 2018, the FSU lodged a claim against Unimoni Australia in the Federal Court of Australia todetermine whether the FSU had the right to represent Unimoni Australia’s employees’ industrialinterests. While the Fair Work Ombudsman has advised that the employees fall under the generalretail industry award, the FSU asserts that they should fall under the banking, finance and insuranceaward, and therefore under the FSU’s purview. As at the date of this Registration Document, thepotential financial impact of a negative finding cannot be determined.

16 No significant change

There has been no significant change in the financial or trading position of the Group since 31 December2018, the date to which the Group’s historical financial information set out in Part X: “Historical FinancialInformation” was prepared.

17 Consents

Ernst & Young Middle East (Abu Dhabi Branch) has given and not withdrawn its written consent tothe inclusion of the report in Part X: “Historical Financial Information”, in the form and context in whichit appears, and has authorised the contents of its report for the purposes of this Registration Document.

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18 General

The financial information contained in this Registration Document does not amount to statutory accountswithin the meaning of section 434(3) of the Companies Act 2006. Full audited accounts will be deliveredto the Registar of Companies for the Company for the period from incorporation on 26 July 2018 to 31December 2018.

19 Regulatory controller’s regime

The Group is subject to regulatory supervision by various regulatory bodies in the markets in it operates.Many of the Group Companies are regulated entities in their jurisdiction of incorporation or in thejurisdiction(s) in which they conduct their business.

As a result, if a person acquires or increases their shareholding or entitlement to voting power in theCompany, as the parent undertaking of the regulated entities in the Group, above certain prescribedthresholds imposed in the jurisdictions where Group Companies are subject to regulation, that person mayneed to obtain prior approval or meet certain ‘fit and proper’ criteria from the relevant regulator beforeacquiring or increasing their shareholding or entitlement to voting power in the Company. Differentthresholds may apply in the various jurisdictions in which the Group is regulated.

For example, in France the Group operates Banque Travelex SA (trading as ‘Ditto Bank’), a creditinstitution authorised and supervised by the Autorité de Contrôle Prudentiel et de Résolution (“ACPR”).Under its ACPR authorisation, Banque Travelex SA possesses all of the regulatory authorisations itrequires to undertake its activities, and is permitted among other activities to accept deposits, act as lenderand also to undertake payment services. As an authorised credit institution, Banque Travelex SA is amember of the Fonds de Garantie des Dépôts et de Résolution, the French deposit guarantee scheme whichcovers eligible deposits up to €100,000.

Any person (including a person acting in concert with one or more persons) that intends, directly orindirectly, to (i) acquire 10 per cent. or more of the issued share capital of the Company; or (ii) acquiresuch number of Shares as would increase its shareholding to 10 per cent. or more of the issued sharecapital of the Company, will indirectly be acquiring 10 per cent. or more of the shareholding in BanqueTravelex SA. This indirect acquisition may be subject to the prior approval of the ACPR and the EuropeanCentral Bank.

The position in respect of Banque Travelex SA (trading as ‘Ditto Bank’) has been provided as an exampleof how increases in control arising through the acquisition of Shares (or the increase of control over votingrights in the Company through other means) can be subject to prior regulatory approval. Similar regulatoryregimes exist in the other jurisdictions where the Group conducts its business, though the percentagethresholds at which an increase of control requires the approval of a regulator may be different in differentcountries. Regulators of entities within the Group (including, for example, the ACPR in relation to BanqueTravelex SA (trading as ‘Ditto Bank’)) may require approval of any increase in the indirect interest in theregulated entity located in their jurisdiction to be sought and obtained before any transaction in Shares (orwhich concerns voting rights in the Company) takes place.

Another example is in Malaysia, where the Group operates Travelex Malaysia Sdn. Bhd. (“TravelexMalaysia”) and UAE Exchange Malaysia Sdn. Bhd. (“UAE Exchange Malaysia”). These entities are‘money services businesses’ that are regulated by Bank Negara Malaysia. As per the Malaysian MoneyServices Business (Minimum Criteria of A “Fit and Proper” Person) Regulations 2012, any purchaser ofShares in the Company who through that holding will own a direct or indirect interest of 5 per cent. ormore in a money services business in Malaysia (in the Group’s case, Travelex Malaysia and/or UAEExchange Malaysia) would need to meet the minimum “fit and proper” criteria set out under theregulation. This is an example on how any person increasing its ownership interest in the Company beyondcertain thresholds arising through the acquisition of Shares has to meet the minimum “fit and proper”criteria set out under applicable regulations.

In other jurisdictions, a notification to the relevant regulatory authority may be required before acquiring orincreasing control above any prescribed threshold. Some jurisdictions may require a post-notification to beprovided to the relevant regulatory authority within a certain time period after control above any prescribedthreshold has been acquired or increased.

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20 Documents available for inspection

Copies of the following documents are available for inspection during usual business hours on anyweekday (Saturdays, Sundays and public holidays excepted) at the offices of Linklaters LLP for a period of12 months following the date of this Registration Document:

(a) the Articles;

(b) the historical financial information for the Group in respect of the three financial years ended 2016,2017 and 2018;

(c) the report from Ernst & Young Middle East (Abu Dhabi Branch) which is set out in Part X:“Historical Financial Information”;

(d) the consent letter referred to in “Consents” in paragraph 17 above; and

(e) this Registration Document.

Dated: 9 April 2019

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PART XIIIDEFINITIONS

Definitions

The following definitions apply throughout this Registration Document unless the context requires otherwise:

60 Per Cent. Interest in UAE Exchange Centre LLC the 60 per cent. interest in the legal capital of UAEExchange Centre LLC that is not held directly orindirectly by a Group Company

ADGM the Abu Dhabi Global Market Financial Free Zone

AED the lawful currency of the United Arab Emirates

AML anti-money laundering

API application programming interface

Articles the articles of association of the Company

ATM automated teller machine

Audit Committee the audit and risk committee of the Board

BACEN Banco Central do Brasil

Board of Directors the board of directors of the Company

CAGR compound annual growth rate

Centurion Shareholders His Excellency Saeed Mohamed Butti Mohamed AlQebaisi and Khaleefa Butti Omair Yousif Al Muhairi

Companies Act 2006 the Companies Act 2006, as such act may beamended, modified or re-enacted from time to time

Company Finablr PLC

Concealment Law UAE Federal Law no. 17 of 2004 in respect ofCommercial Concealment

Confidence Banco Confidence

CREST the UK-based system for the paperless settlement oftrades in listed securities, of which Euroclear UK &Ireland is the operator

CREST Regulations the Uncertified Securities Regulations 2001(512001/3755)

CTF counter-terrorism financing

Ditto Ditto Bank (the trading name of Banque TravelexS.A.)

DCC dynamic currency conversion

DNB the De Nederlandsche Bank

EEA European Economic Area

EIBOR the Emirates interbank offered rate

English Guarantors Travelex Agency Services Limited, TravelexBanknotes Limited, Travelex Central ServicesLimited, Travellers Exchange Corporation Limited,Travelex Foreign Coin Services Limited, TravelexGroup Limited, Travelex Group InvestmentsLimited, Travelex Italia Limited, Travelex Limited,Travelex UK Limited, Travelex Currency ServicesLimited and Travelex Europe Limited

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EU the European Union

EURIBOR the euro interbank offered rate

Executive Directors the executive Directors of the Company

FCA the UK Financial Conduct Authority

Federal Reserve the United States Federal Reserve

Finablr or the Group all of those entities operated under the managementof and under the common control of Dr. B.R. Shettyset out in Note 2.2 (Basis of Combination) of Part X:“Historical Financial Information” and which willbecome subsidiaries or subsidiary undertakings of theCompany following the Reorganisation and, witheffect from the completion of the Reorganisation, theCompany and its subsidiaries and subsidiaryundertakings from time to time

Finablr Platform the four key components that create a strongcompetitive moat and underpin the Group’s ability tocontinue to deliver strong and sustainable growth:(i) modern proprietary technology, (ii) a broad anddiversified global network with licensing capabilities,(iii) globally recognised brands and (iv) an omni-channel proposition geared towards clients’ needs

Fintech financial technology

FSMA the Financial Services and Markets Act 2000, asamended

FSU Financial Services Union, Australia

GBP the lawful currency of the United Kingdom

GCC Gulf Cooperation Council

GDP gross domestic product

GDPR EU General Data Protection Regulation 2016/679

Group Company a member of the Group

HMRC Her Majesty’s Revenue and Customs

Indenture the indenture dated 5 May 2017 relating to the Notesand entered into between, among others, TravelexFinancing plc and Deutsche Trustee CompanyLimited as trustee

KYC know-your-customer

LIBOR the London interbank offered rate

Member State a member state of the European Economic Area

Nomination Committee the nomination committee of the Board

Nominee Agreement the nominee agreement between the Trustee andUnited Global Limited dated 12 December 2018

Non-English Guarantors TP Financing 3 Limited, Travelex America Holdings,Inc., Travelex America, Inc., Travelex CurrencyServices, Inc., Travelex Australia HoldingsProprietary Limited, Travelex Limited (Australia),Travelex Japan KK, Travelex N.V. and Travelex doBrasil Holding Societaria Ltda

Non-Executive Directors the non-executive Directors of the Company

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Notes the €360,000,000 in principal amount of 8.0 per cent.senior secured notes due 2022 issued by TravelexFinancing plc

OFAC Office of Foreign Assets Control

Prospectus Directive Directive 2003/71/EC and amendments theretoincluding any relevant implementing measure in eachRelevant Member State

Prospectus Rules the prospectus rules made by the UK ListingAuthority under Part VI of the FSMA (as set out inthe FCA Handbook, as amended)

PSD2 the Revised Payment Service Directive

PSP payment service provider

Registration Document the registration document published by the Companyand approved by the FCA in accordance with theProspectus Rules

Regulations UAE Central Bank Regulations regarding Licensingand Monitoring of Exchange Business issued in 2014

Relevant Member State each Member State of the European Economic Areathat has implemented the Prospective Directive

Remuneration Committee the remuneration committee of the Board

Reorganisation the planned corporate reorganisation of the Groupdescribed in paragraph 4 of Part XII: “AdditionalInformation”

Revolving Credit Facility Agreement the £90,000,000 super senior revolving credit facilitydated 28 April 2017 entered into by TP Financing 3Limited and certain of its subsidiaries and, amongothers, Deutsche Bank AG, London Branch asfacility agent and security agent

Shareholders the holders of Shares in the capital of the Company

Shares ordinary shares of £1.00 each in the capital of theCompany

Standards Standards for the Regulations regarding Licensingand Monitoring of Exchange Business issued in 2018

TCS Travelex Currency Services Ltd

Trust Deed the trust deed between the Trustee, UX HoldingsLimited and the Centurion Shareholders dated12 December 2018

Trustee United Global Holding Limited

UAE the United Arab Emirates

UAE Central Bank Exchange Business Rules the Regulations and Standards together

UAE Companies Law UAE Commercial Companies Law

UAE Exchange Facilities the facilities available under the UAE ExchangeFacilities Agreement, comprising in respect of UXHoldings Limited (i) a term loan ofU.S.$222.2 million; (ii) a term loan of AED102 million; and (iii) a term loan of U.S.$50 millionand in respect of UAE Exchange Centre LLC (i) aterm loan of U.S.$127.8 million; and (ii) a term loanof AED 81.6 million

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UAE Exchange Facilities Agreement the facilities agreement between UX HoldingsLimited, UAE Exchange Centre LLC and, amongothers, National Bank of Fujairah PJSC acting asagent, originally dated 25 March 2016, as amendedand/or restated from time to time

UAE Exchange Group United Global Holdings LLC, UX Holdings Limited,UAE Exchange Centre LLC, and UAE Exchange UKLimited and their respective subsidiaries from time totime

UAE Ownership Requirement the requirement that at least 60 per cent. of the sharecapital of a UAE-incorporated company that issubject to the UAE Central Bank Exchange BusinessRules must be registered in the name of one or moreUAE nationals or entities wholly-owned by UAEnationals

UK the United Kingdom of Great Britain and NorthernIreland

UK Corporate Governance Code the UK Corporate Governance Code published by theFinancial Reporting Council, as amended from timeto time

Unimoni Australia Unimoni Australia Pty Limited

United States or U.S. the United States of America, its territories andpossessions, any State of the United States ofAmerica, and the District of Columbia

U.S. Securities Act the United States Securities Act of 1933

VAT value added tax

XMUK Xpress Money Services Ltd, UK

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