TASK Group (TSK) investor relations material

Transaction overview

• PAR Technology Corporation, via its subsidiary, agreed to acquire 100% of TASK Group Holdings through a scheme of arrangement, with all amounts in AUD.

• Shareholders can elect to receive either $0.81 per share in cash or a mix of cash and PAR scrip (up to 50% scrip at a 0.015 exchange ratio); foreign shareholders receive only cash.

• The TASK Board unanimously recommends voting in favor of the scheme, supported by an independent expert, citing a significant premium and flexible consideration options.

• Reasons to vote against include preference for TASK as a standalone business, belief in a potential superior proposal, or disagreement with the scheme's value.

• The scheme is supported by shareholders holding approximately 18.93% of TASK shares.

Conditions and timetable

• Outstanding conditions include shareholder approval, Supreme Court of NSW approval, NYSE approval for PAR shares, and no material adverse events.

• Key dates: Court approval sought on 9 July 2024, ASX trading suspension on 10 July, record date on 12 July, and scheme implementation on 19 July 2024.

• As of the meeting, the board was not aware of any issues preventing satisfaction of conditions.

Voting results and resolutions

• At the scheme meeting, 99.96% of votes cast supported the scheme, with 57.18% of eligible securities voted.

• At the extraordinary general meeting, shareholders approved the issue of 666,667 RSUs to CEO Daniel Houden and 249,615 RSUs to Dean Houden, each with 94.55% support.

• Voting processes were conducted virtually, allowing written and verbal questions and real-time vote changes.