Zip Co Director Meredith Scott Granted 9,678 Restricted Rights Valued at $4.13 Each Under NED Equity Plan

Meredith Scott’s Updated Securities Holdings at Zip Co After 29 June 2026 Allocation

As of 29 June 2026, Meredith Scott holds 60,671 fully paid ordinary shares and 105,032 Restricted Rights under the NED Equity Plan at Zip Co. Before this transaction, her holdings included 60,671 ordinary shares and 95,354 Restricted Rights, indicating that the ordinary share count was unaffected by the recent grant. The increase in Restricted Rights from 95,354 to 105,032 corresponds to the 9,678 newly issued rights disclosed in this update.

This change represents a direct interest; no indirect interests or disposals of securities occurred. Zip Co made this disclosure as agent for Meredith Scott in accordance with listing rule 3.19A.2 and section 205G of the Corporations Act, fulfilling requirements for reporting changes in a director’s relevant securities interests.

Valuation of NED Equity Plan Restricted Rights at $4.1332 Each

The 9,678 Restricted Rights granted to Meredith Scott were valued at a total consideration of $40,000, equating to $4.1332 per right. This valuation is based on the pricing framework established under the NED Equity Plan rather than market trading. These rights were not acquired through on-market transactions and do not reflect open-market purchases of ordinary shares at this price.

The Restricted Rights form part of Zip Co’s remuneration structure for non-executive directors, providing equity-linked compensation either in place of or alongside cash fees. Specific details regarding vesting conditions, lock-up periods, or conversion mechanisms related to these rights were not provided beyond references to the NED Equity Plan terms outlined in the 2024 AGM Notice.

Shareholder Approval at November 2024 AGM Validates NED Equity Plan Issuance

The issuance of Restricted Rights to Meredith Scott was conducted in full accordance with the NED Equity Plan, which was approved by shareholders at the Annual General Meeting on 7 November 2024 as detailed in Zip Co’s 2024 AGM Notice. This shareholder approval is a key governance measure ensuring that equity awards to non-executive directors receive owner oversight prior to implementation.

By obtaining this prior shareholder endorsement, Zip Co adheres to best-practice corporate governance standards in Australia. The approval granted at the 2024 AGM permits subsequent grants under the plan—such as the June 2026 allocation to Scott—to proceed without requiring additional shareholder votes for each tranche, provided these remain within the approved plan parameters.

Implications of the NED Equity Plan for Director and Shareholder Alignment at Zip Co

Equity plans for non-executive directors, like the one under which Meredith Scott received Restricted Rights, are commonly used by Australian listed companies to align directors’ financial interests with those of long-term shareholders. By receiving remuneration partially in equity-linked instruments rather than solely cash, directors gain a direct stake in the company’s share price performance over time.

For investors in Zip Co, the ongoing issuance of rights under the approved plan indicates that the board’s equity remuneration framework is active and functioning as intended. With Scott’s Restricted Rights now totaling 105,032, the value of these holdings will be influenced by Zip Co’s share price movements, especially as vesting conditions are satisfied and rights convert to—or are settled in—ordinary shares.

Meredith Scott’s Role and Tenure as a Non-Executive Director at Zip Co

Meredith Scott serves as a non-executive director of Zip Co Limited. The most recent prior director interest notice for Scott was dated 23 February 2026, reflecting a consistent pattern of disclosures aligned with NED Equity Plan grants. Her role, distinct from executive management, typically involves board oversight, governance, and strategic advisory duties rather than daily operational responsibilities.

Further biographical details, including tenure, committee memberships, or other responsibilities, were not provided in this update. Investors seeking more information on Scott’s background and board role can consult Zip Co’s latest Annual Report or corporate governance statement available on the company’s Investor Relations page.

Confirmation of No Closed Period Trading in Relation to This Securities Change

Part 3 of the Appendix 3Y filing confirms that the Restricted Rights granted to Meredith Scott were not traded during a closed period requiring prior written clearance. Consequently, the question of prior clearance is marked as not applicable, and no special permissions or exemptions were necessary for this transaction.

This confirmation is a standard but important component of director interest disclosures under ASX Listing Rules. Closed periods—usually surrounding financial result releases or other price-sensitive events—restrict director trading. The clear statement that no closed-period trade occurred eliminates any potential governance concerns related to the timing of this securities issuance.

No Change to Meredith Scott’s Fully Paid Ordinary Shareholding in Zip Co

Despite the increase in Restricted Rights, Meredith Scott’s holding of fully paid ordinary shares remained steady at 60,671 following the 29 June 2026 transaction. No ordinary shares were bought or sold as part of this update. These shares represent Scott’s direct equity interest in Zip Co in a fully paid and unrestricted form.

The distinction between ordinary shares and Restricted Rights is important for investors evaluating director holdings. Ordinary shares provide immediate economic exposure to Zip Co’s market performance, whereas Restricted Rights are equity instruments whose conversion into shares—and thus economic value—typically depends on meeting specified vesting or performance criteria. The specific conditions governing Scott’s Restricted Rights were not restated in this filing.

Context of This Director Interest Disclosure Within Zip Co’s Corporate Governance Framework

Zip Co’s disclosure of this change in director interests complies with ASX Listing Rule 3.19A.2, which mandates notification of any changes in a director’s relevant securities interests. The filing was submitted by the company as agent for Meredith Scott, a standard procedure ensuring timely and accurate market reporting.

From a governance standpoint, regular and transparent disclosure of director interests is fundamental to investor confidence in listed companies. Zip Co, operating in the buy now, pay later and consumer finance sectors and having faced significant market scrutiny in recent years, continues to prioritize rigorous corporate governance disclosures. This update exemplifies that ongoing commitment to transparency.

Investor Considerations Regarding Zip Co Director Equity Holdings Going Forward

Investors should monitor future Restricted Rights tranches issued under the NED Equity Plan to Meredith Scott or other non-executive directors, as well as disclosures related to vesting or conversion of existing rights into ordinary shares. With Scott’s Restricted Rights now totaling 105,032, any vesting events could significantly increase her ordinary shareholding if rights convert on a one-for-one basis, although exact conversion terms were not disclosed.

More broadly, investors may also track Zip Co’s upcoming financial results, strategic updates from the company’s executive Leadership, and sector developments within the buy now, pay later market, all of which could impact the value of both shares and equity-linked instruments held by directors. The immediate share price impact of this director interest change was not evident from publicly available information, as such routine disclosures typically do not act as standalone price-moving events.