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CARDTRONICS Plc Amending Annual Report and Consolidated Financial CARDTRONICS plc Amending Annual Report and Consolidated Financial Statements for the year ended December 31, 2017 Registered number: 10057418 CONTENTS Page Strategic Report 1 Directors’ Report 23 Directors’ Remuneration Report 27 Statement of directors’ responsibilities in respect of the annual report and the financial statements 28 Independent auditor’s report to the members of Cardtronics plc 29 Consolidated Financial Statements 34 Consolidated Balance Sheets 117 Consolidated Statements of Operations 118 Consolidated Statements of Comprehensive Income 119 Consolidated Statements of Shareholders’ Equity 120 Consolidated Statements of Cash Flows 121 Notes to the Consolidated Financial Statements 122 Parent Company Balance Sheet 188 Parent Company Statement of Changes in Equity 189 Notes to the Company Financial Statements 190 Appendix 1: Additional Companies Act 2006 requirements 199 Appendix 2: Directors’ Remuneration Report 203 (A-1 to A-27) Appendix 3: Proxy Statement 1-63 Appendix 4: Additional Director Biographical Updates 1 Appendix 5: Additional Proxy Materials 1-3 Explanatory Notes: This annual report was amended effective 11 May 2018 to add the additional materials at Appendix 4 and 5. This report amends and replaces the original report filed on 18 April 2018 and these are now the statutory accounts of Cardtronics plc. This annual report has been prepared as at the date of the original accounts and not at the date of the revision. With the exception of Appendix 4 and 5, there have been no other additions or changes to this document. In order to maintain the references between the documents, Appendix 2 and 3 reflect the page references that were included when filed with the United States Securities and Exchange Commission. STRATEGIC REPORT Cardtronics plc is a public limited company incorporated in the United Kingdom under the Companies Act and listed on the NASDAQ Stock Market LLC. The terms “Cardtronics”, “Company”, “we”, “us,” and “our,” refer to Cardtronics plc and/or our subsidiaries, depending on the context in which the statements are made. Amounts shown within this report are reported in United States Dollars (“USD”), the Company’s reporting currency. The following items within our consolidated financial statements are herein incorporated by reference: Part I, Item 1, “Business”, Item1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Business model Cardtronics plc provides convenient automated consumer financial services through its network of automated teller machines (“ATMs”) and multi-function financial services kiosks. As of 31 December 2017, we were the world’s largest retail ATM owner/operator, providing services to approximately 230,000 devices throughout the United States (“U.S.”) (including the U.S. territory of Puerto Rico), the United Kingdom (“U.K.”), Canada, Australia & New Zealand, South Africa, Ireland, Germany, Spain and Mexico. We discontinued our operations in Poland during the three months ended 31 December 2017. We partner with retail merchants of varying sizes to place our ATMs and kiosks within their store locations. We generally operate ATMs under three distinct arrangements: Company-owned ATM placements, merchant-owned ATM placements, and managed services. Under Company-owned arrangements, we provide the physical device (ATM) and are typically responsible for all aspects of its operations, including transaction processing, managing cash and cash delivery, supplies, and telecommunications, as well as routine and technical maintenance. Under merchant- owned arrangements, the retail merchant or an independent distributor owns the device and is usually responsible for providing cash and performing simple maintenance tasks, while we provide other services including more complex maintenance services, transaction processing, and connection to the EFT networks. Finally, we offer various forms of managed services to our retail and financial institution customers where, in exchange for a management fee per ATM or set fee per transaction, we handle some or all of the operational aspects associated with operating an ATM. We also own and operate electronic funds transfer (“EFT”) transaction processing platforms that provide transaction processing services to our network of ATMs, as well as to other ATMs owned and operated by third parties. In addition to our retail merchant relationships, we partner with leading national financial institutions to brand selected ATMs and financial services kiosks within our network. Under these arrangements, the branding institution’s customers are provided surcharge free access to the branded ATMs and we receive monthly fees on a per-ATM basis from the branding institution. We also own and operate the Allpoint network (“Allpoint”), the largest surcharge-free ATM network within the U.S. (based on the number of participating ATMs). Allpoint, which has approximately 55,000 participating ATMs, provides surcharge-free ATM access to customers of approximately 1,000 participating financial institutions in exchange for either a fixed monthly fee per cardholder or a set fee per transaction that is paid by the financial institutions who are members of the network. Strategy and objectives Our strategy is to leverage the expertise and scale we have built in our largest markets, and to continue to expand in those markets. Additionally, we seek to grow in our other markets, and over time to expand into new international markets to enhance our position as a leading provider of automated consumer financial services. We plan to continue partnering with leading financial institutions and retailers to expand our network of conveniently located ATMs. We also intend to expand our capabilities and service offerings to financial institutions, particularly in the U.S. the U.K., Canada, and Australia, where we have established businesses and where we are seeing increasing demand from financial institutions for outsourcing of ATM-related services. Additionally, we will seek to deploy additional products and services that will further incentivise consumers to utilise our network of ATMs. In the future, we may seek to diversify our revenues beyond services provided by ATMs. 1 STRATEGIC REPORT (continued) In order to execute our strategy, we endeavour to: Increase the Number of Deployed ATMs with Existing and New Merchant Relationships. Expand our Relationships with Leading Financial Institutions. Work with Non-Traditional Financial Institutions and Card Issuers to Further Leverage our Extensive ATM Network. Increase Transaction Levels at our Existing Locations. Develop and Provide Additional Services at our Existing ATMs. Pursue Additional Managed Services Opportunities. Please see Part I, Item 1, “Business” within our consolidated financial statements below for additional information on our strategy. Principal risks and uncertainties The directors of Cardtronics plc confirm that the Company maintains a robust risk assessment and risk management process in order to mitigate risks that would threaten our business model, future performance, solvency or liquidity. Such risks are discussed further under the sections of this report entitled “Forward-Looking Statements,” “Competition”, and “Risk Factors”. Longer term viability statement - recent events and strategic outlook Sources of revenues We derive our revenues primarily from providing ATM and automated consumer financial services, bank-branding, surcharge-free network offerings, and sales and services of ATM equipment. We currently classify revenues into two primary categories: (i) ATM operating revenues and (ii) ATM product sales and other revenues. ATM operating revenues. We present revenues from ATM and automated consumer financial services, bank-branding arrangements, surcharge-free network offerings, and managed services in the ATM operating revenues line item in the accompanying Consolidated Statements of Operations. These revenues include the fees we earn per transaction on our ATMs, fees we earn from bank-branding arrangements and our surcharge-free network offerings, fees we earn on managed services arrangements, and fees earned from providing certain ATM management services. Our revenues from ATM services have increased in recent years due to the acquisitions we have completed, by unit expansion with our customer base, acquisition of new merchant relationships, expansion of our bank-branding program, growth of our Allpoint network, fee increases at certain locations, and introduction of new services, such as Dynamic Currency Conversion (“DCC”). ATM operating revenues primarily consist of the four following components: (i) surcharge revenue, (ii) interchange revenue, (iii) bank-branding and surcharge-free network revenue, and (iv) managed services and processing revenue. 2 STRATEGIC REPORT (continued) Surcharge revenue. A surcharge fee represents a convenience fee paid by the cardholder for making a cash withdrawal from an ATM. Surcharge fees often vary by the arrangement type under which we place our ATMs and can vary widely based on the location of the ATM and the nature of the contracts negotiated with our merchants. For the ATMs that we own or operate that participate in surcharge-free networks, we do not receive surcharge fees related to withdrawal transactions from cardholders who participate in these networks; rather we receive interchange and bank-branding or surcharge-free network revenues, which are further discussed below. For certain
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