TASK Group Holdings Limited and PAR Technology Corporation entered into a Scheme Implementation Agreement for PAR to acquire 100% of TASK.

1. TASK Group Holdings Limited and PAR Technology Corporation entered into a Scheme Implementation Agreement for PAR to acquire 100% of TASK.

2. TASK shareholders can choose to receive either 100% cash consideration at A$0.81 per share or a mix of cash and PAR shares

3. The cash consideration represents a 103% premium to TASK’s closing price on 8 March 2023.

4. Alternatively, shareholders can opt for up to 50% in PAR shares at a ratio of 0.015 PAR Shares for each TASK share, with the balance in cash.

5. PAR is a global leader in restaurant technology with solutions used in over 70,000 restaurants across more than 110 countries.

6. The TASK Board unanimously recommends the Scheme, subject to no superior proposal and an Independent Expert’s approval.

7. The Scheme values TASK’s equity at A$310m, with a potential increase to A$343m if all shareholders opt for the 50% scrip consideration.

8. Implementation of the Scheme is subject to customary conditions including regulatory approvals, TASK shareholder approval, and court approval.

9. The Scheme includes exclusivity provisions, break fees for both parties, and is expected to be implemented in the third quarter of 2024.

10. Major TASK shareholders have indicated their intention to vote in favor of the Scheme.

11. TASK is advised by Latimer Partners and King & Wood Mallesons.

This announcement is a summary of the company approved ASX announcement on 11/3/2024.