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ZIP CO LIMITED.. — AGM Information 2025
Nov 5, 2025
66119_rns_2025-11-05_bac0e81f-353f-4468-87c4-ccdb135097cc.pdf
AGM Information
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6 November 2025
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2025 Annual General Meeting - AGM Presentation
Zip Co Limited (ASX: ZIP) (“ Zip ”, or the “ Company ”), provides the attached copy of the AGM presentation materials for the Annual General Meeting today.
Release approved by the Board.
– ENDS -
For more information, please contact:
| Investors Vivienne Lee Senior Director, Investor Relations & Sustainability [email protected] |
Media Chloe Rees Director, External Relations & Group Communications [email protected] |
|---|---|
For general investor enquiries, email [email protected]
About Zip
Zip Co Limited (ACN 139 546 428) (ASX: ZIP) is a digital financial services company, offering innovative and people-centred products. Operating in two core markets - Australia and New Zealand (ANZ) and the United States (US), Zip offers access to point-of-sale credit and digital payment services, connecting millions of customers with its global network of tens of thousands of merchants.
Founded in Australia in 2013, Zip provides fair, flexible and transparent payment options, helping customers to take control of their financial future and helping merchants to grow their businesses.
For more information, visit: www.zip.co
For any shareholding and registry service enquiries, please contact Computershare. Phone: 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia). Shareholders who would like to receive email communications from Computershare for all future correspondence, visit https://www.investorcentre.com/au.
Head office: Level 7, 180 George Street, Sydney NSW 2000 Registered office: Level 5, 126-130 Phillip Street, Sydney NSW 2000 www.zip.co
Zip Co Limited ACN 139 546 428
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Annual General Meeting Zip Co Limited 6 November 2025
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Broadcast Vote Q&A Documents
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To change or cancel your vote “click here to change your vote” at any time until the poll is closed
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Broadcast Vote Q&A Documents
Items of business
2A Re-elect Mr Sam Sample as a Director
FOR AGAINST ABSTAIN
2B Re-elect Ms Jane Citizen as a Director
We have received your vote for click here to
change your vote
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Chair’s address Diane Smith-Gander AO
Group CEO & Managing Director’s address Cynthia Scott
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In FY25 Zip delivered record profitability amidst macroeconomic uncertainty
Group cash EBTDA ($m) US cash EBTDA ($m) ANZ cash EBTDA ($m) +147.0% +105.3% +5.9% YoY growth YoY growth YoY growth 1
Continued to deliver significant operating leverage as the business scales
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Note: (1) US FY25 cash EBTDA was $102.2m on a USD basis.
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Sustainably profitable with high growth US business and significant opportunity
Two-sided revenue model with deep customer, merchant and channel partnerships
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Disciplined execution driving significant operating leverage
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High-growth US business, comprising over 80% of divisional cash earnings, in an attractive early-stage market
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Leading, profitable ANZ business with strong track record in product innovation
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Well-capitalised balance sheet to support growth
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US TTV (US$b) and YoY growth (%)
AU yield and excess spread
Group cash EBTDA ($m) and operating margin (%)
Group cash gross profit ($m) and cash net transaction margin (%)[1]
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Yield Excess spread
Note: (1) 1H24 and 2H24 excludes discontinued operations.
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Leveraging AI to accelerate our strategy
AI Powered Workforce
AI Powered Processes
AI Powered Products
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Unlocking more from every role
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Optimising processes to Enhancing current products scale with efficiency Enabling new revenue streams
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Zip today: strategically placed to deliver long-term value
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Purpose Unlocking financial potential, together
To bring exceptional experiences, innovation and partnership
Mission
to every financial journey
Values
Customer First Own It Change the Game Stronger Together
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Zip will execute on three clear priorities in FY26
Growth and Product Platforms engagement innovation for scale Secure new commercial Accelerate innovation through Further enhance credit partnerships Fearless Frontiers decisioning platforms Accelerate channel Launch AI-powered products Optimise funding and partnerships for customers capital to support growth Enhance customer proposition Invest in AI-led operating model Enhance risk management to drive engagement changes capabilities
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1Q26 Group highlights
Significant earnings growth and operating leverage with accelerated momentum across both markets
Cash EBTDA ($m) +98.1% YoY
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62.8
31.7
1Q25 1Q26
Active customers (m)
+5.3% YoY
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6.4
6.1
1Q25 1Q26
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Total income ($m) +32.8% YoY
TTV ($b) +38.7% YoY
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TTV ($b) Total income ($m)
+38.7% YoY +32.8% YoY
3.9
321.5
2.8
242.1
1Q25 1Q26 1Q25 1Q26
Transactions (m) Merchants (#k)
+21.9% YoY +9.1% YoY
26.0 87.5
21.3 80.1
1Q25 1Q26 1Q25 1Q26
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FY26 outlook
Well positioned to build on the outstanding results delivered in FY25
| FY25 | FY26 | ||||||
|---|---|---|---|---|---|---|---|
| result | FY26 focus areas | target range1 | |||||
| • | US TTV growth expected to be greater than 40% (in USD) over FY26, balancing | ||||||
| Revenue | profitability and loss performance1 | ||||||
| (Total income as a % of TTV) |
8.3% | • | Share of revenue from US business forecast to increase | Circa 8% | |||
| • | Maintaining strong AU portfolio yield and excess spread | ||||||
| • | Capture scale benefits in cost of sales | ||||||
| Cash NTM (% of TTV) |
3.9% | • | Balance TTV growth with credit performance | 3.8% - 4.2% | |||
| • | Initiatives planned to further optimise funding costs | ||||||
| • | Improve revenue to cash EBTDA conversion | ||||||
| Operating margin | • | Manage cash opex spend and investment, including Fearless Frontiers | while meeting | ||||
| (Cash EBTDA as a % | 15.8% | operating margin targets | 16.0% - 19.0% | ||||
| of total income) | • | Maintaining cost discipline and operating leverage while supporting continued growth in | |||||
| our businesses | |||||||
| Cash EBTDA (% of TTV) |
1.3% | • • |
Measured investment in innovation and capability building, including Fearless Frontiers Drive non-TTV dependant revenue streams and productivity |
>1.3% |
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Note: (1) Subject to market conditions.
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Prior Minutes & Formal Business
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Item 1
ANNUAL FINANCIAL REPORT, DIRECTORS’ REPORT AND AUDITOR’S REPORT
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To receive and consider the annual Financial Report, the Directors’ Report and the Auditor’s Report for Zip and its consolidated entities for the financial year ended 30 June 2025.
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Item 2
REMUNERATION REPORT
To consider and, if thought fit, pass the following as an Ordinary Resolution:
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To adopt the Remuneration Report for the financial year ended 30 June 2025, as set out in the Directors’ Report in the Annual Financial Report.
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Note: the vote on this item is advisory only and does not bind the Directors or Zip. A voting exclusion applies to this Item.
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Item 3(a)
ELECTION OF ANDREW STEVENS AS A DIRECTOR
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
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“That Andrew Stevens, having been appointed by the Board as a Director of the Company effective 17 April 2025 and who retires in accordance with clause 22.6 of the Company’s Constitution and ASX Listing Rule 14.4, and being eligible, be elected as a Director of the Company.”
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Andrew Stevens’ Election as a Director Andrew Stevens
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Item 3(b)
RE-ELECTION OF MEREDITH SCOTT AS A DIRECTOR
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
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“That Meredith Scott, who retires by rotation, and being eligible, be re-elected as a Director of the Company in accordance with clause 22.10 of the Company’s Constitution and ASX Listing Rule 14.4.”
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Meredith Scott’s Re-Election as a Director Meredith Scott
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Item 4(a)
RENEWED APPROVAL OF, AND ISSUE OF SECURITIES UNDER, THE EQUITY INCENTIVE PLAN
To consider and, if thought fit, pass the following as an Ordinary Resolution:
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“That for the purposes of ASX Listing Rule 7.2 Exception 13(b) and for all other purposes, the Equity Incentive Plan (EIP), and the issue of securities under the EIP, be approved.”
A voting exclusion applies to this Item.
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Item 4(b)
APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER THE EQUITY INCENTIVE PLAN
To consider and, if thought fit, pass the following as an Ordinary Resolution:
“That the giving of benefits to any current or future holder of a managerial or executive office in the Group to which sections 200B and 200E of the Corporations Act apply in connection with that person ceasing to hold that office be approved.” A voting exclusion applies to this Item.
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Item 5
GRANT OF LONG-TERM VARIABLE REWARD (LTVR) PERFORMANCE RIGHTS UNDER THE EQUITY INCENTIVE PLAN TO GROUP CEO AND MANAGING DIRECTOR, CYNTHIA SCOTT
To consider and, if thought fit, pass the following, as an Ordinary Resolution:
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“That approval is given for the purposes of ASX Listing Rule 10.14, section 200B of the Corporations Act and all other purposes, for the issue of 531,932 LTVR Performance Rights to Cynthia Scott (a Director of the Company) under the Equity Incentive Plan.”
A voting exclusion applies to this Item.
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Item 6
INCREASE IN NON-EXECUTIVE DIRECTORS’ FEE POOL
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To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“That approval is given for the purposes of ASX Listing Rule 10.17 and for all other purposes, for the maximum aggregate amount of remuneration that may be paid to Zip’s non-executive directors in any financial year to be increased from $1,500,000 to $1,800,000, effective immediately.”
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A voting exclusion applies to this Item.
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Poll
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Close of Meeting and Questions
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Thank you
Disclaimer and important notices
The information contained in this presentation has been prepared by Zip Co Limited ACN 139 546 428 (Company).
This presentation contains summary information about the current activities of the Company and its subsidiaries as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be complete or to provide all information that an investor should consider when making an investment decision. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange. Certain market and industry data used in connection with this presentation has been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither the Company nor its representatives have independently verified any such data provided by third parties.
This presentation is not an offer, invitation, solicitation or other recommendation with respect to the subscription for, purchase or sale of any securities in the Company. This presentation has been made available for information purposes only and does not constitute a prospectus, short form prospectus, profile statement, offer information statement or other offering document under Australian law or any other law. This presentation is not subject to the disclosure requirements affecting disclosure documents under Chapter 6D of the Corporations Act 2001 (Cth) and does contain all the information which would be required in such a disclosure document or prospectus.
This presentation is not a financial product nor investment advice nor a recommendation to acquire shares and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek legal and taxation advice appropriate to their jurisdiction. This presentation does not constitute the provision of, financial product advice in respect of the Company’s shares.
The information in this presentation may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations or warranties of the Company. Neither the Company or any of its directors, officers, agents, employees or advisors give any representation or warranty, express or implied, as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. Accordingly, to the maximum extent permitted by law, none of the Company, its directors, employees or agents, advisers, nor any other person accepts any liability whether direct or indirect, express or limited, contractual, tortuous, statutory or otherwise, in respect of, the accuracy or completeness of the information or for any of the opinions contained in this presentation or for any errors, omissions or misstatements or for any loss, howsoever arising, from the use of this presentation.
This presentation may contain certain “forward looking statements”. Forward risks, uncertainties and other factors, many of which are outside the control of the Company can cause actual results to differ materially from such statements. The Company makes no undertaking to update or revise such statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in any forward-looking statements made.
An investment in the Company’s shares is subject to investment and other known and unknown risks, some of which are beyond the control of the Company. Such risks and uncertainties include, but are not limited to: the acquisition and retention of customers, third party service provider reliance, competition, reliance on key personnel, additional requirements for capital, the ability to raise sufficient funds to meet the needs of the Company in the future, potential acquisitions, platform disruption, commercialisation, changes in technology, reliance on new products, development timeframes, product distribution, insurance, security breaches, maintenance of key business partner relationships, management of growth, brand establishment and maintenance, as well as political and operational risks, and governmental regulation and change in laws. Additional risks and uncertainties that the Company is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely affect the Company’s operating and financial performance.
Usability of the Company’s products depend upon various factors outside the control of the Company including, but not limited to: device operating systems, mobile device design and operation and platform provider standards and reliance on access to internet. A number of the Company’s products and possible future products contain or will contain open source software, and the Company may license some of its software through open source projects, which may pose particular risks to its proprietary software and products in a manner that could have a negative effect on its business. The Company’s intellectual property rights are valuable, and any inability to protect them could reduce the value of its products and brand. The Company’s products may contain programming errors, which could harm its brand and operating results. The Company will rely on third party providers and internet search engines (amongst other facilities) to direct customers to the Company’s products.
The Company does not guarantee any particular rate of return or the performance of the Company, nor does it guarantee the repayment of capital from the Company or any particular tax treatment. Before investing in the Company, you should consider whether this investment is suitable for you. Potential investors should consider publicly available information on the Company, carefully consider their personal circumstances and consult their professional advisers before making an investment decision.
All amounts in this presentation are presented in AUD unless stated otherwise.
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